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What changed in CLEVELAND-CLIFFS INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CLEVELAND-CLIFFS INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+497 added−515 removedSource: 10-K (2026-02-09) vs 10-K (2025-02-25)

Top changes in CLEVELAND-CLIFFS INC.'s 2025 10-K

497 paragraphs added · 515 removed · 369 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur sizeable operating footprint provides us with the operational leverage and flexibility to achieve competitive margins throughout the business cycle. We also have a unique vertically integrated profile from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling and tubing.
Biggest changeWe have a unique vertically integrated profile from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling and tubing. This positioning gives us more predictable costs throughout our supply chain and more control over both our manufacturing inputs and our end-product destination. Our primary competitive strength lies within our automotive steel business.
We have the unique advantage as a steel producer of being fully or partially self-sufficient with our production of raw materials for steel manufacturing, which includes iron ore pellets, HBI, scrap and coking coal. We are organized into four operating segments based on the differentiated products – Steelmaking, Tubular, Tooling and Stamping, and European Operations.
We have the unique advantage as a steel producer of being fully or partially self-sufficient with our production of raw materials for steel manufacturing, which includes iron ore pellets, HBI, scrap, coking coal and coke. We are organized into four operating segments based on the differentiated products – Steelmaking, Tubular, Tooling and Stamping, and European Operations.
The quality of our assets gives us a unique advantage in product offerings and operational efficiencies. After elevated spend in 2022 to perform overdue maintenance work at the facilities acquired as part of our 2020 acquisitions, we resumed normalized levels of maintenance capital and operating expenses in 2023, which continued throughout 2024.
The quality of our assets gives us a unique advantage in product offerings and operational efficiencies. After elevated spend in 2022 to perform overdue maintenance work at the facilities acquired as part of our 2020 acquisitions, we resumed normalized levels of maintenance capital and operating expenses in 2023, which continued throughout 2024 and 2025.
Headquartered in Cleveland, Ohio, we employ approximately 30,000 people across our operations in the United States and Canada. COMPETITIVE STRENGTHS As a leading North America-based steel producer, we benefit from having the size and scale necessary in a competitive, capital intensive business.
Headquartered in Cleveland, Ohio, we employ approximately 25,000 people across our operations in the United States and Canada. COMPETITIVE STRENGTHS As a leading North America-based steel producer, we benefit from having the size and scale necessary in a competitive, capital intensive business.
Since becoming a steel company in 2020, we have demonstrated our ability to generate healthy free cash flow and use it to reduce substantial amounts of debt, return capital to shareholders through share repurchases and make investments to both improve and grow our business.
Since becoming a steel company in 2020, we have demonstrated our ability to generate healthy free cash flow and use it to reduce substantial amounts of debt, return capital to shareholders, and make investments to both improve and grow our business.
We believe we offer the most comprehensive flat-rolled steel product selection in the industry, along with several complementary products and services. A sampling of our offering includes advanced high-strength steel, hot-dipped galvanized, aluminized, galvalume, electrogalvanized, galvanneal, HRC, cold-rolled coil, plate, GOES, NOES, stainless steels, tool and die, stamped components, rail, slab and cast ingot.
We believe we offer the most comprehensive flat-rolled steel product selection in the industry, along with several complementary products and services. A sampling of our offering includes advanced high-strength steel, hot-dipped galvanized, aluminized, galvalume, electrogalvanized, galvanneal, HRC, cold-rolled coil, plate, GOES, NOES, stainless steels, tool and die, stamped components and slabs.
The Stelco Acquisition expands our existing presence in Canada and diversifies our customer base across service centers, construction and other industrial end markets with higher volumes of spot sales.
The Stelco Acquisition expanded our existing presence in Canada and diversified our customer base in Canada across service centers, construction and other industrial end markets with higher volumes of spot sales.
We primarily operate through one reportable segment – the Steelmaking segment. Our primary steel producing and finishing facilities are located across Illinois, Indiana, Michigan, Ohio, Pennsylvania, and Ontario. We operate eight blast furnaces and five EAFs with the configured capability of producing approximately 23.0 million net tons of raw steel annually.
We primarily operate through one reportable segment – the Steelmaking segment. Our primary steel producing and finishing facilities are located across Indiana, Michigan, Ohio, Pennsylvania and Ontario. We currently operate seven blast furnaces and four EAFs with the configured capability of producing approximately 20.0 million net tons of raw steel annually.
Our deep alignment with our represented employees is also recognized by our political leaders, who often publicly support us as a significant employer of a unionized workforce with a track record of working to maintain and increase middle class jobs. Our primary competitive strength lies within our automotive steel business.
Our deep alignment with our represented employees is also recognized by our political leaders, who often publicly support us as a significant employer of a unionized workforce with a track record of working to maintain and increase middle class jobs.
The ongoing conflict between Russia and Ukraine, along with other global tensions, and the new administration's focus on U.S. manufactured products, has displayed the importance of our North American-centric footprint, as our competitors who primarily operate EAF facilities rely on imported pig iron to produce flat-rolled steel, the supply of which has been disrupted.
The ongoing conflict between Russia and Ukraine, along with other global tensions, and the Trump administration's focus on U.S. manufacturing, have displayed the importance of our North American-centric footprint, as our competitors primarily operating EAF facilities rely on imported pig iron to produce flat-rolled steel, the supply of which, from time-to time, has been disrupted.
Additionally, we have made significant progress in reducing our emissions on a per ton basis. Since 2020, we have reduced our average Scope 1 and 2 emissions of integrated mills from 1.82 to 1.54 metric tons of CO 2 e per metric ton of crude steel produced in 2023, which is 28% lower than the global industry average.
Additionally, we have made significant progress in reducing our emissions on a per ton basis. Since 2020, we have reduced our average Scope 1 and 2 emissions of integrated mills from 1.82 to 1.58 metric tons of carbon dioxide equivalent per metric ton of crude steel produced in 2024, which is significantly lower than the global industry average.
Our new goals set forth below, relative to 2023 levels, are all supported by ongoing and planned technological developments with respect to our ironmaking and steelmaking practices: ▪ A target to reduce Scope 1 and 2 GHG emissions intensity per metric ton of crude steel by 30% by 2035; ▪ A target to reduce material upstream Scope 3 GHG emissions intensity per metric ton of crude steel by 20% by 2035; and ▪ A long-term target aligned with the Paris Agreement’s 1.5 degrees Celsius scenario to reduce Scope 1, 2 and material upstream 3 emissions intensity per metric ton of crude steel to near net zero by 2050.
Our goals set forth below, relative to 2023 levels, include: ▪ A target to reduce Scope 1 and 2 GHG emissions intensity per metric ton of crude steel by 30% by 2035; ▪ A target to reduce material upstream Scope 3 GHG emissions intensity per metric ton of crude steel by 20% by 2035; and ▪ A long-term target aligned with the Paris Agreement’s 1.5 degrees Celsius scenario to reduce Scope 1, 2 and material upstream 3 emissions intensity per metric ton of crude steel to near net zero by 2050.
This dedication to service and the infrastructure in place to meet our automotive customers’ demanding needs took decades to develop. We have continued to invest capital and resources to meet the requirements needed to serve the automotive industry and intend to maintain our position as an industry leader going forward.
This dedication to service and the infrastructure in place to meet our automotive customers’ demanding needs took decades to develop. We have continued to invest capital and resources to meet the requirements needed to serve the automotive industry.
On November 1, 2024, we completed the Stelco Acquisition. The Stelco Acquisition confirms our commitment and leadership in integrated steel production in North America and strengthens our cost position by incorporating one of the lowest cost flat-rolled steelmaking assets in North America within our footprint.
CAPTURE SYNERGIES FROM RECENT ACQUISITIONS On November 1, 2024, we completed the Stelco Acquisition. The Stelco Acquisition confirmed our commitment to and leadership in integrated steel production in North America and strengthened our cost position by incorporating one of the lowest cost flat-rolled steelmaking assets in North America within our footprint.
We have a track record of demonstrating that we can quickly deleverage our balance sheet and have also historically shown our ability to take advantage of volatility in the debt markets and repurchase notes at a discount.
We have a track record of demonstrating that we can quickly deleverage our balance sheet and have also historically shown our ability to take advantage of volatility in the debt markets and repurchase notes at a discount. We expect to generate healthy free cash flow in the coming years and intend to utilize it to deleverage our balance sheet.
Ferrous raw materials for the production of steel are primarily internally sourced from our iron ore mines in Michigan and Minnesota, our direct reduction plant in Ohio and our scrap facilities in Michigan, Ohio, Tennessee, Florida and Ontario. We also operate a coal mining complex in West Virginia and produce coke from our facilities in Indiana, Ohio, Pennsylvania and Ontario.
Ferrous raw materials for the production of steel are primarily internally sourced from our iron ore mines in Michigan and Minnesota, our direct reduction plant in Ohio, and our scrap facilities in Illinois, Michigan, Mississippi, Ohio, Tennessee and Ontario.
We are the first and the only producer of HBI in the Great Lakes region. From our Toledo, Ohio facility, we produce a high-quality, low-cost and low-carbon intensive HBI product that can be used in our blast furnaces as a productivity enhancer, or in our BOFs and EAFs as a premium scrap alternative.
From our Toledo, Ohio facility, we produce a high-quality, low-cost and low-carbon intensive HBI product that can be used in our blast furnaces as a productivity enhancer, or in our BOFs and EAFs as a premium scrap alternative. We use HBI to stretch our hot metal production, lowering carbon intensity and reliance on coke.
Our Other Businesses primarily includes the Tubular and Tooling and Stamping operating segments that provide customer solutions with carbon and stainless steel tubing products, advanced-engineered solutions, tool design and build, hot- and cold-stamped steel components and complex assemblies. Refer to Part I –
We also operate a coal mining complex in West Virginia and produce coke from our facilities in Indiana, Ohio, Pennsylvania and Ontario. Our Other Businesses primarily includes the Tubular and Tooling and Stamping operating segments that provide customer solutions with carbon and stainless steel tubing products, advanced-engineered solutions, tool design and build, hot- and cold-stamped steel components and complex assemblies.
Across the quality spectrum and the supply chain, our customers can frequently find the solutions they need from our product selection. 4 | CLF 2024 FORM 10-K Table of Contents We are a leading producer of electrical steels referred to as GOES and NOES in the U.S., which we believe will be critical for the modernization of the electrical grid and the infrastructure needed to allow for increased EV adoption, both of which require electrical steels.
Across the quality spectrum and the supply chain, our customers can frequently find the solutions they need from our product selection. We are a leading producer of electrical steels in the U.S., which we believe will be critical for the modernization of the electrical grid. Distribution transformers are critical to the maintenance and expansion of America’s electric grid.
The combination of our ferrous raw materials, including iron ore, scrap and HBI, allows us to do so relative to peers who must rely on more unpredictable and unreliable raw material sourcing strategies. We have ample access to scrap along with internally sourced iron ore pellets and HBI.
Our focus remains on realizing our inherent cost advantage in flat-rolled steel while continuing to optimize our footprint. The combination of our ferrous raw materials, including iron ore, scrap and HBI, allows us to do so relative to peers who must rely on more unpredictable and unreliable raw material sourcing strategies.
With over 20,000 employees subject to collective bargaining agreements, our strong and productive labor relationships are key to our long-term success and allow us to work together in achieving our goals. A clear example of the strength of our relationship is how we partner together to fight against dumped and illegally subsidized imported steel products.
With over 18,000 employees subject to collective bargaining agreements, our strong and productive labor relationships are key to our long-term success and allow us to work together in achieving our goals.
In addition, our state-of-the-art Research and Innovation Center in Middletown, Ohio gives us the ability to collaborate with our customers and create new products and develop new and efficient steel manufacturing processes. During 2022, we introduced our MOTOR-MAX® product line of NOES for high frequency motors and generators.
We offer products that have superior formability, surface quality, strength and corrosion resistance for the automotive industry. In addition, our state-of-the-art Research and Innovation Center in Middletown, Ohio gives us the ability to collaborate with our customers and create new products and develop new and efficient steel manufacturing processes.
We also maintain a long maturity runway with our outstanding debt, with our nearest maturities coming in 2027, which supports our flexibility to navigate varied economic environments for extended periods of time.
We also maintain a long maturity runway with our outstanding debt, with our nearest senior note maturities coming in 2029, have healthy liquidity consisting of cash and availability under our ABL Facility of $3.3 billion as of December 31, 2025, and have approximately $3.2 billion of secured note capacity, which supports our flexibility to navigate varied economic environments for extended periods of time.
The necessary resources that we have invested in our footprint are expected to keep our assets at an automotive-grade level of quality and reliability for years to come. Our utilization of fixed price contracts provides us a competitive advantage, as the steel industry is often viewed as volatile and subject to the market price of steel.
The necessary resources that we have invested in our footprint are expected to keep our assets at an automotive-grade level of quality and reliability for years to come. Our ability to source our primary feedstock domestically, and primarily internally, is a competitive strength. This model reduces our exposure to volatile pricing and unreliable global sourcing.
Due to its demanding nature, the automotive steel business typically generates higher through-the-cycle margins, making it a desirable end market. Demand for our automotive-grade steel is expected to be healthy in the coming years as a result of a low unemployment rate, declining interest rates and the replacement of older vehicles.
Demand for our automotive-grade steel is expected to be healthier in the coming years as a result of government support for domestically produced vehicles, the further shift away from other metals such as aluminum, declining interest rates, low unemployment rate, and the replacement of older vehicles.
OPTIMIZE OUR FULLY-INTEGRATED STEELMAKING FOOTPRINT We are a fully-integrated steel enterprise with an expansive footprint providing the ability to achieve healthy margins for flat-rolled steel throughout the business cycle. Our focus remains on realizing our inherent cost advantage in flat-rolled steel while also lowering carbon emissions.
The conclusion of this contract provides a significant opportunity to shift sales and product mix to higher margin business and improve efficiency within our operations. OPTIMIZE OUR FULLY-INTEGRATED STEELMAKING FOOTPRINT We are a fully-integrated steel enterprise with an expansive footprint providing the ability to achieve healthy margins for flat-rolled steel throughout the business cycle.
Our unique capabilities, driven by our portfolio of assets and technical expertise, give us an advantage in our flat-rolled product offering. We offer products that have superior formability, surface quality, strength and corrosion resistance for the automotive industry.
As an established and reliable supplier of domestically produced automotive-grade steel, we expect to bolster our position as an industry leader going forward. Our unique capabilities, driven by our portfolio of assets and technical expertise, give us an advantage in our flat-rolled product offering.
The shortage will continue to be exacerbated by the widespread adoption of Artificial Intelligence in virtually all sectors of the economy, which will exponentially increase the consumption of electricity in the U.S. and worldwide. Because of these industry dynamics and our current customer base, our electrical steel business is expected to continue to achieve strong profitability in the coming years.
Because of these industry dynamics and our current customer base, our electrical steel business is expected to continue to achieve strong profitability in the coming years. We are the first and the only producer of HBI in the Great Lakes region.
We use HBI to stretch our hot metal production, lowering carbon intensity and reliance on coke. With increasing tightness in the scrap and metallics markets combined with our own internal needs, we expect our Toledo direct reduction plant to support healthy margins for us going forward.
With increasing tightness in the scrap and metallics markets combined with our own internal needs, we expect our Toledo direct reduction plant to continue to support our operational efficiency going forward. One of our most critical strengths that differentiates us from others in our industry is a unique and powerful partnership with our unionized workforce, particularly the USW.
We also possess the breadth and depth of customer service, technical support, and research and development necessary to supply the demanding needs of the automotive industry. Since becoming a steel company in 2020, we have dedicated significant resources to maintain and upgrade our facilities and equipment.
As an established and reliable supplier of domestically produced automotive-grade steel, we expect customers to continue to look to us to serve increased demand in the coming years. Since becoming a steel company in 2020, we have dedicated significant resources to maintain and upgrade our facilities and equipment.
We are currently a leading producer of electrical steel in the U.S., which can facilitate the modernization of the U.S. electrical grid. Along with charging networks, electrical steels are also needed in the motors of EVs. ENHANCE OUR ENVIRONMENTAL SUSTAINABILITY We remain committed to operating our business in a more environmentally responsible manner.
ENHANCE OUR ENVIRONMENTAL SUSTAINABILITY We remain committed to operating our business in a more environmentally responsible manner.
As a result of the Stelco Acquisition, our exposure to the North American spot market has doubled, giving us further insight into spot market dynamics and diversifying our customer base toward spot customers. Going forward, we will continue to be opportunistic in our pursuit of assets that would grow our business and offer opportunities to generate significant synergies.
As a result of the Stelco Acquisition, our exposure to the North American spot market doubled, giving us further insight into spot market dynamics and diversifying our customer base toward spot customers. 5 | CLF 2025 FORM 10-K Table of Contents We have demonstrated a consistent track record of exceeding our initial synergy estimates associated with value-enhancing transactions through mergers and acquisitions.
Distribution transformers are critical to the maintenance and expansion of America’s electric grid. Transformers are in short supply, and that shortage stifles economic growth across the country.
Transformers are in short supply, and that shortage stifles economic growth across the country. The shortage will continue to be exacerbated by the anticipated widespread adoption of AI in virtually all sectors of the economy, which will exponentially increase the consumption of electricity in the U.S. and worldwide.
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This positioning gives us more predictable costs throughout our supply chain and more control over both our manufacturing inputs and our end-product destination. One of our most critical strengths that differentiates us from others in our industry is a unique and powerful partnership with our unionized workforce, particularly the USW.
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We continue to be an established and reliable supplier of automotive-grade steel and intend to bolster our position as an industry leader going forward. Due to its demanding nature, the automotive steel business typically generates higher through-the-cycle margins, making it a desirable end market.
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Our footprint provides us with a competitive advantage in supplying automotive and other highly demanding end markets, as we are able to produce a wide range of high-quality products. Our integrated facilities utilize domestic and primarily internally sourced iron ore as the primary feedstock, which allows us to produce a high-quality product with low residual content.
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A clear 4 | CLF 2025 FORM 10-K Table of Contents example of the strength of our relationship is how we partner together to fight against dumped and illegally subsidized imported steel products.
Removed
Our fixed price contracts mitigate pricing volatility through the cycle. Our ability to source our primary feedstock domestically and primarily internally is a competitive strength. This model reduces our exposure to volatile pricing and unreliable global sourcing.
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Our five-year contract to supply semi-finished steel slabs that was initiated in connection with the closing of the AM USA Transaction expired on December 9, 2025. This contract historically represented approximately 10 percent of our sales volume and was unprofitable in 2024 and 2025.
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During 2023, we introduced our C-STAR™ protection design, which was developed for the purpose of providing EV battery protection for improved safety purposes and can be used in any type of light vehicle. These unique product offerings and customer service capabilities enable us to remain a leading steel supplier to the automotive industry.
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During 2025, we made the decision to fully or partially idle, or permanently close, six of our operations. We made the decision to idle our blast furnace, BOF steel shop, and continuous casting facilities at our Dearborn facility. We also made the decision to permanently close our Steelton, Conshohocken and Riverdale facilities due to underperformance at these operations.
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Our ability to optimize use of these raw materials in our blast furnaces and BOFs ultimately boosts liquid steel output, reduces coke needs and lowers carbon emissions from our operations.
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Additionally, we made the decision to idle the Minorca mine and partially idle the Hibbing mine in order to consume excess pellet inventory produced in 2024. Our recent changes allow us to streamline our operations and enhance efficiency, with minimal impact to our flat-rolled steel output.
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The necessary resources that we have invested in our footprint are expected to keep our assets at an automotive-grade level of quality and reliability for years to come, positioning us to benefit from operating efficiencies and improved capabilities in the coming years.
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EXPLORE STRATEGIC OPPORTUNITIES During the third quarter of 2025, we signed a Memorandum of Understanding (the “Memorandum of Understanding”) with POSCO, Korea's largest steelmaker and the world's third largest steelmaker outside of China, who seeks to leverage our unmatched U.S. footprint and trade-compliant operations to support and grow its established U.S. customer base while ensuring that its products meet U.S. trade and origin requirements.
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PURSUE VALUE-ENHANCING MERGERS AND ACQUISITIONS We have a proven track record of successfully identifying undervalued assets and completing value-enhancing transactions through mergers and acquisitions. With our proven ability to integrate acquired assets and capture synergies, along with our powerful partnership with our union and non-union employees, we are confident in our ability to identify and execute value-enhancing mergers and acquisitions.
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The Memorandum of Understanding reflects rising interest in Cliffs amid the resurgence of U.S. manufacturing and should enable smooth onboarding for downstream industrial customers moving production from South Korea to the U.S. The potential transaction with POSCO is expected to be highly accretive to our shareholders. UBS is acting as our financial advisor for the potential transaction.
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Our strong partnership with our union-represented employees was crucial in prior mergers and acquisitions as well as with the Stelco Acquisition. We remain the only domestic steel company in recent years to successfully acquire steel producing assets with USW-represented employees, which we view as a testament to the trust and mutual respect that we have developed with our union workforce.
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Also, during the third quarter of 2025, we announced that we engaged J.P. Morgan as our advisor and launched sell-side processes to explore the potential sale of certain non-core operating assets. As an American-based company with desirable assets, we are favorably positioned to potentially benefit from asset sales.
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EXPLORE ATTRACTIVE DOWNSTREAM OPPORTUNITIES On July 22, 2024, we announced our investment plan for our new electrical distribution transformer production plant near our indefinitely idled Weirton, West Virginia facility. We intend to invest approximately $150 million to repurpose a warehouse to commence production of distribution transformers used in electric power distribution.
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In addition to non-core operating assets, we have received inbound inquiries for us to sell recently idled facilities and certain other inactive sites. We expect the net proceeds of any potential transaction to be used to pay down debt.
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We expect to receive $50 million in support 5 | CLF 2024 FORM 10-K Table of Contents from the West Virginia Economic Development Authority in relation to the project, which reduces our net capital investment to approximately $100 million.
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Beyond steelmaking, the renewed importance of rare earths in the U.S. has driven us to re-focus on this potential opportunity at our upstream mining assets. We have begun to explore rare earths at our ore bodies and tailings basins and have identified two sites with key geological indicators for rare-earth extraction potential.
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Our planned Weirton distribution transformer production plant benefits from the ability to use existing building assets, infrastructure and re-employment opportunities for members of the workforce that were previously employed at our indefinitely idled Weirton tinplate mill.
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If successful, it would align us with the broader national strategy for critical material independence. Before we can determine the economic potential for rare-earth extraction at our properties, we will need to conduct additional technical and economic studies, and there can be no assurance that rare-earth extraction at our properties will be economical.
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This project is also expected to increase demand for American-made GOES produced at our Butler Works steel mill as well as for our carbon and stainless steel products used in the manufacturing of distribution transformers.
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With our proven ability to integrate acquired assets and capture synergies, significant synergy opportunities from the Stelco Acquisition were identified and achieved, including asset and capital expenditure optimization, procurement savings, selling, general and administrative expenses, duplicative public company costs and other opportunities.
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We believe that distribution transformers are critical to America’s electrical infrastructure maintenance and expansion, and we are strategically positioning ourselves to benefit from a market that is undersupplied in the U.S. and currently experiencing extended lead times with a strong demand outlook. This project is expected to be completed in the first half of 2026.
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We have partnered with the DOE to advance capital projects that support decarbonization and energy efficiency. These include equipment upgrades at our Butler and Middletown facilities, each of which will support our environmental sustainability efforts.
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ADVANCE OUR PARTICIPATION IN THE ENERGY TRANSITION We are seeking to expand our customer base with the EV market. As this market grows, it will require more advanced steel applications to meet the needs of EV producers and consumers.
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These features include the already existing sophisticated steel supply for internal combustion engine vehicle parts, along with the added need for steel-based battery enclosures and reinforcement in EVs.
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With our unique technical capabilities and leadership in the automotive industry, we believe we are positioned better than any other North American steelmaker to supply the steel and parts necessary to fill these needs. We also have the right products to meet the growing demand for renewable energy as well as for the modernization of the U.S. electrical grid.
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We offer plate products that can be used in windmills, which we estimate contain 130 tons of steel per megawatt of electricity. In addition, panels for solar power are heavy consumers of galvanized steel, where we are a leading producer. We estimate solar panels consume 40 tons of steel per megawatt of electricity.
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Our future GHG emissions reductions are expected to be primarily driven by the use of direct reduced iron in electric melting furnaces, direct reduced iron in blast furnaces, the stretching of hot metal with additional scrap, enhancing efficiency of blast furnaces, implementing hydrogen use where possible, evaluating carbon capture and utilization technologies, procuring more clean energy, electrification of process equipment and operating with higher energy efficiency.
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In March 2024, we were selected by the DOE's OCED for award negotiations to receive up to $575 million in total funding for two projects to accelerate industrial decarbonization initiatives.
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These fully obligated cooperative agreements provide up to a $500 million federal investment to replace our existing blast furnace at Middletown Works with a 2.5 million ton per annum hydrogen-ready direct reduced iron plant and two 120 megawatt electric melting furnaces to feed molten iron to the existing infrastructure already on site, including the BOF, caster, hot strip mill and various finishing facilities.
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The project is designed so that Middletown Works would maintain its existing raw steel production capacity of approximately 3 million net tons per year and would no longer use coke for iron production.
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We expect that the process would significantly reduce steel slab costs and dramatically reduce carbon emissions intensity with no adverse impact to product quality or capability and would make Middletown Works the most advanced, lowest GHG emitting integrated iron and steel facility in the world.
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This project will also sustain and slightly increase over 2,500 American manufacturing jobs that support the domestic steel industry. Following negotiations, in the third quarter of 2024, the OCED approved $19.1 million in spending to begin Phase 1 of the Middletown project, with the release of the remaining funding being subject to meeting certain project milestones for each project phase.
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The Middletown project is expected to be completed during 2029. Additionally, we would receive up to $75 million for our Butler Works facility to replace two existing natural gas fired high temperature slab reheat furnaces with four electrified induction slab reheat furnaces, to bring optimum efficiency to our production of electrical steel.
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This project would reduce slab reheat energy use by over 70%, lower carbon emissions, and improve slab quality. This project will also support approximately 1,500 union employees dedicated to the domestic production of electrical steel, a strategic component of the nation’s electrical supply system.
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Following negotiations, in the third quarter of 2024, the OCED approved spending of $38 million to begin Phase 1 of the Butler project, with the remaining spending approvals contingent on 6 | CLF 2024 FORM 10-K Table of Contents meeting progress milestones at the end of each project phase. The Butler project is expected to be completed by 2029.
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As a result of both of these projects, we would anticipate generating in excess of $500 million in annual cost savings and yield improvements. In October 2023, the DOE announced its intention to award funding under the Infrastructure and Jobs Act for seven regional hydrogen hubs, including the Midwest Alliance for Clean Hydrogen.
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This hub, covering Illinois, Indiana and Michigan, was selected for $1 billion in funding and is near our two largest steel plants, Indiana Harbor and Burns Harbor. In January 2024, we commissioned a pipeline and successfully completed a hydrogen injection trial at our Indiana Harbor blast furnace #7.
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This follows an initial similar trial of hydrogen at our blast furnace in Middletown earlier in 2023. The use of hydrogen within our blast furnaces, when economically available in sufficient amounts, is expected to partially reduce coke rate and displace the release of CO 2 with H 2 O, reducing our overall emissions.
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We expect to generate healthy free cash flow in the coming years and intend to utilize it to deleverage our balance sheet following the closing of the Stelco Acquisition.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

86 edited+35 added−17 removed138 unchanged
Biggest changeAs described elsewhere in this report, the prices of steel, scrap metal and iron ore have fluctuated significantly in the recent past, and these pricing shifts are unpredictable and affected by factors beyond our control, including: international demand for, and the impact of higher rates of inflation on, raw materials used in steel production; availability of scrap metal substitutes such as pig iron; commodity price speculation; rates of global economic growth, especially construction and infrastructure activity that requires significant amounts of steel; changes in the levels of economic activity in the U.S., China, India, Europe and other industrialized or developing economies, including as a result of geopolitical conflicts or otherwise; changes in China’s emissions policies and environmental compliance enforcement practices; changes in the production capacity, production rate and inventory levels of other steel producers, distributors, iron ore suppliers and scrap metal processors and traders; changes in trade laws; volumes of unfairly traded imports; imposition or termination of duties or tariffs, including tariffs and retaliatory tariffs that have recently been and may in the future be instituted following the recent change in U.S. presidential administrations, which among other things may affect our cross-border shipments, import and export controls, and other trade barriers impacting the steel and iron ore markets; climate change and other weather-related disruptions, infectious disease outbreaks or natural disasters that may impact the global supply of steel, scrap metal or iron ore; and the proximity, capacity and cost of infrastructure and transportation.
Biggest changeAs described elsewhere in this report, the prices of steel, scrap metal and iron ore have fluctuated significantly in the recent past, and these pricing shifts are unpredictable and affected by factors beyond our control, including: • changes in the production capacity, production rate and inventory levels of other steel producers, distributors, iron ore suppliers and scrap metal processors and traders; • changes in trade laws and volumes of unfairly traded imports; • imposition or termination of duties or tariffs, including tariffs and retaliatory tariffs that have recently been and may in the future be instituted in response to geopolitical developments or otherwise, which, among other things, may affect our cross-border shipments, import and export controls, and other trade barriers impacting the steel, scrap metal and iron ore markets; • international demand for, and the impact of higher rates of inflation on, raw materials used in steel production; • availability of scrap metal substitutes such as pig iron; • commodity price speculation; rates of global economic growth, especially light vehicle production and construction and infrastructure activity that requires significant amounts of steel; • changes in the levels of economic activity in the U.S., Canada, China, India, Europe and other industrialized or developing economies, including as a result of geopolitical conflicts or otherwise; • changes in China’s emissions policies and environmental compliance enforcement practices; • climate change and other weather-related disruptions, infectious disease outbreaks or natural disasters that may impact the global supply of steel, scrap metal or iron ore; and • the proximity, capacity and cost of infrastructure and transportation.
Adverse impacts that we may sustain as a result include, without limitation, lower margins because of the need to sell our steel to less profitable customers and markets, higher fixed costs from lower steel production if we are unable to sell the same amount of steel to other customers and markets, and lower sales, shipments, pricing and margins generally as our competitors face similar challenges and compete vigorously in other markets that we serve.
Adverse impacts that we may sustain as a result include, without limitation, lower margins because of the need to sell our steel to less profitable customers and markets, higher fixed costs from lower steel production if we are unable to sell the same amount of steel to other customers and markets, and lower sales, shipments, pricing and margins generally as our competitors face similar challenges and compete vigorously in other markets we serve.
If we indefinitely idle or permanently close any of our facilities or mines, our production and revenues would be reduced unless we were able to increase production at our other facilities or mines in an offsetting amount, which may not be possible, and could result in customers responding negatively by taking current or future business away from us if we seek to transition production to a different facility.
If we idle or permanently close any of our facilities or mines, our production and revenues would be reduced unless we were able to increase production at our other facilities or mines in an offsetting amount, which may not be possible, and could result in customers responding negatively by taking current or future business away from us if we seek to transition production to a different facility.
In addition, we are party to several joint ventures relating to iron ore mining, downstream steel processing and scrap metal recycling, and if our joint venture partners experience financial hardships or fail to perform their obligations upon closure, we may be required to assume significant additional obligations on behalf of the joint venture, including costs of environmental remediation and pension and OPEB obligations.
In addition, we are party to several joint ventures relating to iron ore mining, downstream steel processing and scrap metal recycling, and if our joint venture partners experience financial hardships or fail to perform their obligations upon closure or otherwise, we may be required to assume significant additional obligations on behalf of the joint venture, including costs of environmental remediation and pension and OPEB obligations.
A significant interruption in service from our suppliers due to production or transportation issues, workforce difficulties, terrorism or sabotage, weather conditions that may be influenced by climate change, natural disasters, equipment damage or failure, or any other cause could result in substantial losses that may not be fully recoverable, either from our business interruption insurance or responsible third parties.
A significant interruption in service from our suppliers due to production or transportation issues, workforce difficulties, terrorism or sabotage, weather conditions that may be influenced by climate change, natural disasters, equipment damage or failure, cyberattack or any other cause could result in substantial losses that may not be fully recoverable, either from our business interruption insurance or responsible third parties.
From time to time, we undertake capital projects to enhance, expand, maintain or upgrade our production, mining and processing capabilities. For example, we are engaged in major initiatives at each of our Butler and Middletown facilities to leverage DOE funding to complete capital projects intended to increase our competitiveness and reduce GHG emissions relating to our steelmaking operations.
From time to time, we undertake capital projects to enhance, expand, maintain or upgrade our production, mining and processing capabilities. For example, we are engaged in major initiatives at each of our Butler and Middletown facilities to leverage DOE funding to complete capital projects intended to increase our competitiveness and reduce emissions relating to our steelmaking operations.
If we are unable to service our debt obligations, we could face substantial liquidity problems and we may be forced to reduce or delay investments, capital expenditures and share repurchases, or to sell assets, seek additional capital, including additional secured or unsecured debt, or restructure or refinance our debt, and we may be unable to continue as a going concern.
If we are unable to service our debt obligations, we could face substantial liquidity problems and we may be forced to reduce or delay investments, capital expenditures and share repurchases, or to sell assets, seek additional capital, including additional secured or unsecured notes, or restructure or refinance our debt, and we may be unable to continue as a going concern.
While we maintain some of our critical IT systems, we are also dependent on third parties to provide important IT services relating to, among other things, off-site content hosting, operational process technology at our facilities, human resources, electronic communications and certain finance functions.
While we internally maintain some of our critical IT systems, we are also dependent on third parties to provide important IT services relating to, among other things, off-site content hosting, operational process technology at our facilities, human resources, electronic communications and certain finance functions.
In addition, our cost of financing or refinancing, access to the capital markets, and the terms under which we purchase goods and services could be adversely affected if credit ratings agencies downgrade our ratings, whether due to factors specific to our business or debt profile, a prolonged cyclical downturn in the steel, scrap metal and mining industries or macroeconomic trends (such as global or regional recessions), increases in pension and OPEB obligations, adverse impacts of inflation and high interest rates, or trends in credit and capital markets more generally.
In addition, our cost of financing or refinancing, access to the capital markets, and the terms under which we purchase goods and services could be adversely affected when credit ratings agencies downgrade our ratings, whether due to factors specific to our business or debt profile, a prolonged cyclical downturn in the steel, scrap metal and mining industries or macroeconomic trends (such as global or regional recessions), increases in pension and OPEB obligations, adverse impacts of inflation and high interest rates, or trends in credit and capital markets more generally.
Although certain American steel producers have shut down production capacity, certain of our competitors have announced and are moving ahead with plans to develop new steelmaking capacity in the near term.
Although certain North American steel producers have shut down production capacity, certain of our competitors have announced and are moving ahead with plans to develop new steelmaking capacity in the near term.
If there is a sustained weakening of current economic conditions, whether because of operational, cyclical, supply chain or other issues, including inflationary pressures, higher interest rates or an infectious disease outbreak, it could cause customers to reduce, delay or cancel their orders with us, impact significantly the creditworthiness of our customers, and lead to other financial difficulties or even bankruptcy filings by our customers.
If there is a sustained weakening of current economic conditions, whether because of operational, cyclical, supply chain or other issues, including trade policies, inflationary pressures, higher interest rates or an infectious disease outbreak, it could cause customers to reduce, delay or cancel their orders with us, impact significantly the creditworthiness of our customers, and lead to other financial difficulties or even bankruptcy filings by our customers.
OPERATIONAL RISKS Our operating expenses could increase significantly if the prices of raw materials, electrical power, fuel or other energy sources increase. Our operations require significant use of energy, water and raw materials.
OPERATIONAL RISKS Our operating expenses could increase significantly if the prices of raw materials, electrical power, fuel or other energy sources rise. Our operations require significant use of energy, water and raw materials.
Guidance is based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to business, economic, regulatory and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change.
Guidance is based upon assumptions and estimates that, while presented with numerical specificity, are inherently subject to business, economic, regulatory and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change.
Actual volume and grade of reserves recovered, production rates, revenues on third-party sales and expenditures with respect to our reserves will likely vary from estimates, and if such variances are material, our sales and gross margins could be adversely affected.
Actual volume and grade of reserves recovered, production rates, revenues on third-party sales and expenditures with respect to our reserves and production will likely vary from estimates, and if such variances are material, our cost structure and gross margins could be adversely affected.
In addition, a permanent facility or mine closure could accelerate and significantly increase employment legacy costs, including our expense and funding costs for pension and OPEB obligations and multiemployer pension withdrawal liabilities. For example, employees could be eligible for immediate retirement under special eligibility rules that apply upon a steelmaking facility or mine closure.
In addition, a permanent facility or mine closure could accelerate and significantly increase employment legacy costs, including our expense and funding costs for pension and OPEB obligations and multiemployer pension withdrawal liabilities. In these situations, employees could be eligible for immediate retirement under special eligibility rules that apply upon a steelmaking facility or mine closure.
Moreover, despite our ongoing efforts to reduce our environmental footprint and improve the resiliency of our business model, heightened levels of regulatory oversight focused on addressing climate change and industrial activities that generate GHG emissions, such as our steelmaking, cokemaking and mining operations, could impact, delay, or disrupt our ability to obtain new or renewed permits or modifications to existing permits.
Moreover, despite our ongoing efforts to reduce our environmental footprint and improve the resiliency of our business model, heightened levels of regulatory oversight focused on addressing climate change and industrial activities that generate air emissions and/or water discharges, such as our steelmaking, cokemaking and mining operations, could impact, delay, or disrupt our ability to obtain new or renewed permits or modifications to existing permits.
We are from time to time subject to various lawsuits, claims, arbitrations or governmental proceedings relating to commercial and business disputes, antitrust claims, environmental matters, government investigations, occupational or personal injury claims, property damage, labor and employment matters, or suits involving legacy operations and other matters.
We are from time to time subject to various lawsuits, claims, arbitrations or governmental proceedings relating to commercial and business disputes, antitrust claims, environmental matters, government investigations, occupational or personal injury claims, property damage, labor, employment and pension matters, mineral royalty disputes, or suits involving legacy operations and other matters.
In addition, the potential increase in extreme weather events influenced by climate change or otherwise may adversely impact our access to cost effective insurance in the future.
In addition, potential changes in extreme weather events influenced by climate change or otherwise may adversely impact our access to cost effective insurance in the future.
In addition, higher sustained market prices of steel and iron ore products could cause new producers to enter the market or existing producers to further expand productive capacity, which could in turn lead to lower steel prices and increasing prices of steelmaking inputs, such as scrap metal.
In addition, higher sustained market prices of steel could cause new producers to enter the market or existing producers to further expand productive capacity, which could in turn lead to lower steel prices and increasing prices of steelmaking inputs, such as scrap metal.
For example, we have encountered and expect to continue to encounter public objections to permit renewal applications relating to our major steelmaking facilities.
For example, we have encountered and expect to continue to encounter public objections to permit renewal applications relating to our major mining operations and steelmaking facilities.
In addition, the public, including special interest groups, Tribal nations and individuals, have certain rights under various laws and burgeoning environmental justice policies to comment upon, submit objections to, and otherwise engage in the permitting process, including bringing citizens’ lawsuits to challenge such permits or activities.
In addition, the public, including special interest groups, Tribal nations and individuals, have certain rights under various laws to comment upon, submit objections to, and otherwise engage in the permitting process, including bringing citizens’ lawsuits to challenge such permits or activities.
Such events could cause us to experience lost sales or losses associated with the potential inability to collect all outstanding accounts receivable as well as reduced liquidity. Similarly, certain of our key vendors have recently suffered, and from time to time may continue to suffer, financial hardship, including bankruptcy.
Such events could cause us to experience lost sales or losses associated with the potential inability to collect all outstanding accounts receivable as well as reduced liquidity. Similarly, certain of our key vendors have previously suffered, and from time to time may in the future suffer, financial hardship, including bankruptcy.
Excess steel and iron ore supply combined with reduced global steel demand and increased imports could also lead to lower steel and iron ore prices. Downward pressure on steel and/or iron ore prices could have an adverse effect on our results of operations, financial condition and profitability.
Excess global steel combined with reduced global steel demand and increased imports could also lead to lower steel prices. Downward pressure on steel prices could have an adverse effect on our results of operations, financial condition and profitability.
As a result, the potential exists that we may lose market share to existing or new entrants or that automotive manufacturers will take advantage of the intense competition among potential suppliers during periodic contract renewal negotiations to pressure our pricing and margins in order for us to maintain or expand our market share with them, which could negatively affect our revenues, financial results and cash flows.
As a result, the potential exists that we may lose sales to existing or new entrants or that automotive manufacturers will take advantage of the intense competition among potential suppliers during periodic contract renewal negotiations to pressure our pricing and margins in order for us to maintain or expand our sales volumes with them, which could negatively affect our shipments, revenues, cost structure, financial results and cash flows.
These emerging or recently enacted rules, regulations and policy guidance include, but are not limited to: • trade regulations, trade agreements, treaties or related policies; • changes in tariff policy, including with respect to the 25% tariff on certain imported steel imposed under Section 232, and including the new or additional tariffs recently imposed by the U.S. government on Canada, China and Mexico and the retaliatory tariffs that have already been, or may in the future be, imposed in response to such tariffs; • revised National Emission Standards for Hazardous Air Pollutants in the taconite, integrated iron and steel, and coke sectors; • climate change mitigation strategies and GHG regulation; • selenium discharge regulation; • revisions to the sulfate wild rice water quality standard and its implementation; • Minnesota’s Mercury TMDL; • ozone transport regulations; • state agency decisions related to environmental justice initiatives; • reduction of SO 2 levels at steel plants in Canada; • revised National Ambient Air Quality Standards, particularly for particulate matter; and • additional regulations regarding PFAS.
These emerging or recently enacted rules, regulations and policy guidance include, but are not limited to: • trade regulations, trade agreements, treaties or related policies; • changes in tariff policy, including with respect to the 50% tariff on certain imported steel imposed under Section 232, and the retaliatory tariffs that have already been, or may in the future be, imposed in response to such tariffs; • revised National Emission Standards for Hazardous Air Pollutants in the taconite, integrated iron and steel, lime and coke sectors; • climate change mitigation strategies, carbon taxes and GHG regulation; • selenium discharge regulation; • revisions to the sulfate wild rice water quality standard and its implementation; • Minnesota’s Mercury TMDL; • ozone transport regulations; • state agency decisions related to environmental justice initiatives; • reduction of SO 2 levels at steel plants in Canada; • revised National Ambient Air Quality Standards, particularly for particulate matter, sulfur dioxide and ozone; and • additional regulations regarding PFAS.
Our actual operating results may differ significantly from our guidance. From time to time, we release guidance, including that set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Outlook” in our Annual Reports on Form 10-K and our Quarterly Reports on Form 10-Q, regarding our future performance.
From time to time, we release guidance, including that set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Outlook” in our Annual Reports on Form 10-K and our Quarterly Reports on Form 10-Q, regarding our future performance.
While we believe that all such transfers were completed properly and are legally binding, if the purchaser fails to fulfill its obligations, we may be at risk that a court, arbitrator or regulatory body could disagree and determine that we remain responsible for pension and other liabilities that we intended to and did transfer.
While we believe that all such assumptions were completed properly and are legally binding, if the purchaser fails to fulfill its obligations, we may be at risk that a court, arbitrator or regulatory body could disagree and determine that we nonetheless remain responsible for such pension and other liabilities.
Federal Reserve will lower, maintain or raise interest rates during 2025 and beyond, higher rates would increase the amount of cash we would need to allocate to servicing the interest expense on our debt for so long as we have an outstanding balance drawn under our ABL Facility. 22 | CLF 2024 FORM 10-K Table of Contents Our ability to make scheduled payments on the principal, premium, if any, and interest on our debt, or to refinance our debt obligations, depends on our ability to generate cash in the future and our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control, as described elsewhere in this “Risk Factors” section.
Higher-than-expected interest rates would increase the amount of cash we would need to allocate to servicing the interest expense on our debt for so long as we have an outstanding balance drawn under our ABL Facility. 21 | CLF 2025 FORM 10-K Table of Contents Our ability to make scheduled payments on the principal, premium, if any, and interest on our debt, or to refinance our debt obligations, depends on our ability to generate cash in the future and our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control, as described elsewhere in this “Risk Factors” section.
SUSTAINABILITY AND DEVELOPMENT RISKS As we and our stakeholders seek reduced carbon footprints, transition toward carbon neutrality and enhance business sustainability, we face increased financial, regulatory, legal, and reputational risks and potential loss of business opportunities because our operations utilize carbon-based energy sources and produce GHG emissions. As described in detail in Part I - Item 1.
SUSTAINABILITY AND DEVELOPMENT RISKS As we and our stakeholders seek reduced carbon footprints and enhanced business sustainability, we face financial, regulatory, legal, and reputational risks and potential loss of business opportunities because our operations utilize carbon-based energy sources and produce GHG emissions. As described in detail in Part I - Item 1.
Global steelmaking overcapacity and overproduction, steel imports, and oversupply of iron ore could lead to lower or more volatile global steel and iron ore prices, directly or indirectly impacting our profitability. Significant existing global steel capacity and new or expanded production capacity in recent years could potentially cause capacity to exceed demand globally.
Global steelmaking overcapacity and overproduction, as well as steel imports, could lead to lower or more volatile global steel prices, directly or indirectly impacting our profitability. Significant existing global steel capacity and new or expanded production capacity in recent years could potentially cause capacity to exceed demand globally.
In addition to the magnitude of our exposure to the automotive industry, we face risks arising from our relative concentration of sales to certain specific automotive manufacturers, and our sales volumes and revenues may be adversely affected if we are unable to renew our fixed price contracts with one or more significant automotive customers or if those customers choose to move certain portions of their parts business to alternate suppliers.
In addition to the magnitude of our exposure to the automotive industry, we face risks arising from our relative concentration of sales to certain specific automotive manufacturers, and our sales volumes and revenues may be adversely 17 | CLF 2025 FORM 10-K Table of Contents affected if we are unable to renew and/or renegotiate our fixed price contracts with one or more significant automotive customers or if those customers choose to move certain portions of their parts business to alternate suppliers.
A portion of our cash flow from operations is used to service debt under our senior notes and ABL Facility, reducing the availability of cash to fund capital expenditures, acquisitions or strategic development initiatives, and other general corporate purposes or to retire debt or return capital to shareholders, including via share repurchases. Although it is uncertain whether the U.S.
A portion of our cash flow from operations is used to service debt under our senior notes and ABL Facility, reducing the availability of cash to fund capital expenditures, acquisitions or strategic development initiatives, and other general corporate purposes, or to retire debt or return capital to shareholders, including via share repurchases. While we currently expect the U.S.
New or revised regulations or other government actions related to GHG emissions standards could result in rate and/or cost increases from U.S. public utilities, which could significantly increase the costs of operating our manufacturing and mining facilities.
New or revised regulations or other government actions related to air emission standards could result in rate and/or cost increases from public utilities, which could significantly increase the costs of operating our manufacturing and mining facilities.
Although we regularly monitor and from time to time challenge rate cases initiated by these utilities or other sources seeking to increase the amounts that our facilities must pay for electricity, natural gas or water, there is no assurance that our challenges will be successful in reducing or eliminating proposed rate and/or cost increases.
Although we regularly monitor and from time to time challenge rate cases initiated by these utilities or other sources 23 | CLF 2025 FORM 10-K Table of Contents seeking to increase the amounts that our facilities must pay for electricity, natural gas or water, there is no assurance that our challenges will be successful in reducing or eliminating proposed rate and/or cost increases.
Legal Proceedings , which could adversely affect our results of operations, cash flows, financial condition and liquidity. The insurance we maintain may not cover certain claims and, even when coverage applies, it may not be adequate to protect us in the event of significant claims. 23 | CLF 2024 FORM 10-K Table of Contents IV.
Legal Proceedings , which could adversely affect our results of operations, cash flows, financial condition and liquidity. The insurance we maintain may not cover certain claims and, even when coverage applies, it may not be adequate to protect us in the event of significant claims. IV.
The amount of insurance coverage we maintain and require our vendors to maintain may be inadequate to cover claims or liabilities resulting from cybersecurity incidents and attacks, and there is no guarantee that such coverage will continue to be available on commercially reasonable terms or at all. The closure of an operating facility or mine entails substantial costs.
The amount of insurance coverage we maintain and require our vendors to maintain may be inadequate to cover claims or liabilities resulting from cybersecurity incidents and attacks, and there is no guarantee that such coverage will continue to be available on commercially reasonable terms or at all.
The risk of increased insurance costs may have greater impact where the adverse event results in us asserting an insurance claim, the cost of which our insurers may seek to recoup during a future insurance renewal through increased premiums or limitations on coverage. 27 | CLF 2024 FORM 10-K Table of Contents V.
The risk of increased insurance costs may have greater impact where the adverse event results in us asserting an insurance claim, the cost of which our insurers may seek to recoup during a future insurance renewal through increased premiums or limitations on coverage. V.
In addition, certain foreign competitors, which may have cost advantages due to being owned, controlled or subsidized by foreign governments, have substantially increased their steelmaking capacity and/or production in the last few years and in some instances appear to have targeted the U.S. market for imports.
In addition, certain foreign competitors, which may have cost advantages due to being owned, controlled or subsidized by foreign governments, have substantially increased their steelmaking capacity and/or production in the last few years and may target the U.S. and Canadian markets for imports.
Estimating the quantity and grade of mineral reserves requires us to 28 | CLF 2024 FORM 10-K Table of Contents determine the size, shape and depth of our mineralized bodies by analyzing geological data, such as samplings of drill holes, and a QP to review and validate our determinations.
Estimating the quantity and grade of mineral reserves requires us to determine the size, shape and depth of our mineralized bodies by analyzing geological data, such as samplings of drill holes, and a QP to review and validate our determinations.
We may be unable to consummate any proposed asset sales or recover the carrying value of these assets, and any proceeds may not be adequate to meet any debt service obligations then due. Any of these examples potentially could have a material adverse impact on our results of operations, profitability, shareholders’ equity and capital structure.
We may be unable to consummate any proposed strategic partnership transactions or asset divestitures, and any proceeds may not be adequate to meet any debt service obligations then due. Any of these examples potentially could have a material adverse impact on our results of operations, profitability, shareholders’ equity and capital structure.
In addition, U.S. public utilities may impose rate increases and/or pass through additional capital and operating cost increases to their customers related to new or pending U.S. environmental regulations or other charges that may require significant capital investment and/or use of cleaner fuels in the future.
In addition, public utilities may impose rate increases and/or pass through additional capital and operating cost increases to their customers related to new capacity build-outs for data centers, environmental regulations or other charges that may require significant capital investment and/or use of cleaner fuels in the future.
Certain defined benefit pension plans are underfunded and may be subject to minimum cash contributions required by ERISA. Certain OPEB plans have funding requirements that are set under our collective bargaining agreements.
We provide retiree benefits through defined benefit pension and OPEB plans to certain eligible employees and retirees. Certain defined benefit pension plans are underfunded and may be subject to minimum cash contributions required by ERISA. Certain OPEB plans have funding requirements that are set under our collective bargaining agreements.
However, it is difficult to predict the implications of changes in trade policy and, therefore, whether the USMCA or other new or renegotiated trade agreements, treaties, laws, regulations or policies that may be implemented by the U.S. government, or otherwise, will have a beneficial or detrimental impact on our business and our customers’ and suppliers’ businesses.
However, it is difficult to predict the implications of changes in trade policy and, therefore, whether the USMCA (including any revisions or extensions of the USMCA that may be implemented in connection with the mandatory joint review process beginning in 2026), or any termination of the USMCA, or other new or renegotiated trade agreements, treaties, laws, regulations or policies that may be implemented by the U.S. government, or otherwise, will have a beneficial or detrimental impact on our business and our customers’ and suppliers’ businesses.
For example, increased electricity demand to the grid in response to physical climate-related risks, adverse or extreme weather events and electrification of the economy could adversely impact energy prices.
For example, increased electricity demand to the grid in response to physical climate-related risks, adverse or extreme weather events, and electrification of the economy (such as unprecedented power and water demands for data centers) could adversely impact energy prices.
Furthermore, as cybersecurity threats continue to evolve and may become more sophisticated, including in connection with the ongoing development of Artificial Intelligence, we may be required to incur significant costs and invest additional resources to protect against and, if required, remediate the damage caused by such disruptions or system failures in the future.
As cybersecurity threats continue to evolve and may become more sophisticated, including in connection with the ongoing development of AI, we may be required to incur significant costs and invest additional resources to protect against and, if required, 25 | CLF 2025 FORM 10-K Table of Contents remediate the damage caused by such disruptions or system failures in the future.
As of December 31, 2024, the aggregate borrowing availability under our ABL Facility was $2.5 billion based on outstanding letters of credit obligations and our borrowing base.
As of December 31, 2025, the aggregate borrowing availability under our ABL Facility was $3.2 billion based on amounts currently drawn, outstanding letters of credit obligations and our borrowing base.
The risk of even greater levels of imports may continue, depending upon foreign market and economic conditions, changes in trade agreements and treaties, laws, regulations or government policies affecting trade, the ability of foreign producers to circumvent U.S. trade sanctions and policy (including in the markets for electrical steels), the value of the U.S. dollar relative to other currencies and other variables beyond our control.
The risk of greater levels of imports could materialize, depending upon changes in duties or tariffs, foreign market and economic conditions, changes in trade agreements and treaties, laws, regulations or government policies affecting trade, the ability of foreign producers to circumvent North American trade sanctions and policy, the value of the U.S. dollar relative to other currencies and other variables beyond our control.
While we are actively pursuing these decarbonization and energy-related projects, there are no guarantees that sufficient funding or the necessary advanced technology will be available to complete any of these projects under currently anticipated timeframes or at all.
While we are actively pursuing these decarbonization and energy-related projects and working closely with the DOE to align these facility investments with the U.S. federal government’s goals, there are no guarantees that sufficient funding or the necessary advanced technology will be available to complete any of these projects under currently anticipated timeframes or at all.
Additional factors that could adversely impact production and operations at our mining facilities include tailings dam failures, pit wall failures or ground subsidence, unanticipated geological conditions, including variations in the amount of overburden overlying deposits of iron ore and metallurgical coal, and processing changes. Our mining operations, processing facilities, logistics capabilities and steelmaking operations depend on critical pieces of equipment.
Additional factors that could adversely impact production and operations at our mining facilities and expose us to third-party liability include tailings dam failures, pit wall failures or ground subsidence, unanticipated geological conditions, including variations in the amount of overburden overlying deposits of iron ore and metallurgical coal, and processing changes.
Our decisions concerning which facilities to operate and at what production levels are made based in part upon our customers’ orders for products, as well as the quality, performance capabilities and cost of our operations.
We incur certain costs when production capacity is idled, as well as increased costs to resume production at previously idled facilities. Our decisions concerning which facilities to operate and at what production levels are made based in part upon our customers’ orders for products, as well as the quality, performance capabilities and cost of our operations.
Those contracts expose us to price increases in energy costs, which could cause our profitability to decrease significantly.
Those contracts expose us to price increases in energy costs, which could adversely impact our profitability.
Furthermore, despite our efforts to audit certain critical vendors’ information security controls, significant risk may remain with respect to security measures employed by third-party service providers, which may ultimately prove to be ineffective at countering threats.
Furthermore, despite our efforts to audit certain critical vendors’ information security controls, significant risk may remain with respect to security measures employed by third-party service providers (including risks from software supply chain compromises or vulnerabilities introduced through vendor software updates), which may ultimately prove to be ineffective at countering threats.
These adverse impacts could negatively affect our revenues, financial results and cash flows. 18 | CLF 2024 FORM 10-K Table of Contents Moreover, despite our position as a leading North America-based flat-rolled steel producer, competition for automotive business has intensified in recent years, as steel producers and companies producing alternative materials have focused their efforts on capturing and/or expanding their market share of automotive business because of less favorable conditions in other markets for steel and other metals, including commodity products.
Moreover, despite our position as a leading North America-based flat-rolled steel producer, competition for automotive business has intensified in recent years, as steel producers and companies producing alternative materials have focused their efforts on capturing and/or expanding their volume share of automotive business because of less favorable conditions in other markets for steel and other metals, including commodity products.
While we may currently benefit from certain antidumping and countervailing duty orders, any such relief is subject to periodic reviews and challenges, which can result in revocation or modification of the orders or reduction of the duties.
While we may currently benefit from certain antidumping and countervailing duty orders, any such relief is subject to periodic reviews and challenges, which can result in revocation or modification of the orders or reduction of the duties. The U.S. government has imposed and may in the future impose new or additional tariffs on goods imported into the U.S.
Regulatory changes that impact our suppliers, such as any changes in labor or environmental standards in China, could decrease the availability of products or services they sell to us or could increase the price they demand for products or services they sell to us. 21 | CLF 2024 FORM 10-K Table of Contents Our operations use hazardous materials and inadvertently may impact the environment, which could result in material liabilities to us.
Regulatory changes that impact our suppliers, such as any changes in labor or environmental 20 | CLF 2025 FORM 10-K Table of Contents standards in China, could decrease the availability of products or services they sell to us or could increase the price they demand for products or services they sell to us.
This includes, among other things: • changes in, and enforcement of, MSHA regulations, such as respirable silica standards and surface mobile equipment rules; • evaluation of the National Ambient Air Quality Standards, such as revised nitrogen dioxide, sulfur dioxide, lead, ozone and particulate matter criteria; • changes in the interpretation of OSHA regulations, such as standards for occupational exposure to noise, ergonomics, protection from chemicals or hazardous substances, infectious diseases, heat stress and potentially hazardous machinery; and • changes in tax laws and regulations, including the possible taxation under U.S. or foreign country laws of certain income from worldwide operations.
This includes, among other things: • changes in, and enforcement of, MSHA regulations, such as respirable silica standards; • evaluation of the National Ambient Air Quality Standards, such as revised nitrogen dioxide, sulfur dioxide, lead, ozone and particulate matter criteria; • changes in the interpretation of OSHA regulations, such as those covering respiratory protection, heat stress and potentially hazardous machinery, as well as continued enforcement of various OSHA National Emphasis Programs focused on particular hazards, including those for indoor and outdoor heat stress; and • changes in tax laws and regulations, including the possible taxation under U.S. or foreign country laws of certain income from worldwide operations.
Our operations currently use, and have in the past used, hazardous materials and substances, and we have generated, and expect to continue to generate, solid and hazardous waste.
Our operations use hazardous materials and inadvertently may impact the environment, which could result in material liabilities to us. Our operations currently use, and have in the past used, hazardous materials and substances, and we have generated, and expect to continue to generate, solid and hazardous waste.
If faced with overcapacity in the market, regulatory challenges or other adverse conditions, we may seek to rationalize manufacturing and production assets through sales, temporary shutdowns, indefinite idles or facility closures.
If faced with overcapacity in the market, regulatory challenges, unfairly traded imports displacing domestic customer demand or other adverse conditions, as we have done in the past, we may seek to further rationalize our manufacturing and production assets through additional sales, temporary shutdowns, idles or facility closures.
We experience direct impacts of steel price fluctuations through customer sales, as well as direct and indirect impacts of scrap metal and iron ore price fluctuations through third-party sales and the impacts that movements in scrap metal and iron ore prices have on steel prices.
We experience direct impacts of steel price fluctuations through customer sales, direct impacts of scrap metal price fluctuations through customer sales and supplier purchases, and indirect impacts from movements in scrap metal and iron ore prices that influence steel prices.
In addition, if we were to significantly reduce the estimated life of any of our mines, the mine closure costs would be applied to a shorter period of production, which would increase costs per ton produced and could adversely affect our results of operations and financial condition. 26 | CLF 2024 FORM 10-K Table of Contents We incur certain costs when production capacity is idled, as well as increased costs to resume production at previously idled facilities.
In addition, if we were to significantly reduce the estimated life of any of our mines, the mine closure costs would be applied to a shorter period of production, which would increase costs per ton produced and could adversely affect our results of operations and financial condition.
We rely on estimates of our recoverable mineral reserves, which are complex due to geological characteristics of the properties and the number of assumptions made. We regularly evaluate, and engage third-party QPs to review and validate, our mineral reserves based on revenues and costs and update them as required in accordance with SEC regulations.
We regularly evaluate, and engage third-party QPs to review and validate, our mineral reserves based on revenues and costs and update them as required in accordance with SEC regulations.
Those events, including the occurrence of an infectious disease outbreak, widespread illness or public health emergency, could cause industry members or their suppliers to curtail production or shut down a portion or all of their operations, which could reduce the demand for our products and adversely affect our revenues, margins and profitability.
Those events, including the occurrence of an infectious disease outbreak, widespread illness or public health emergency, could cause industry members or their suppliers to curtail production or shut down a portion or all of their operations, which could reduce the demand for our products and adversely affect our revenues, margins and profitability. 24 | CLF 2025 FORM 10-K Table of Contents Our operating levels are subject to conditions beyond our control that can delay deliveries or increase the cost of production for varying lengths of time.
Longer-term business disruptions could result in a loss of customers, which could adversely affect our future sales levels and revenues. Many of our production facilities and mines are dependent on a sole source for electric power, natural gas, water, industrial gases and/or certain other raw materials or supplies.
Many of our production facilities and mines are dependent on a sole source for electric power, natural gas, water, industrial gases and/or certain other raw materials or supplies.
Given our status as a critical supplier of steel to U.S. business and defense interests and the U.S. government’s broad support of Ukraine in defending against Russia’s invasion, we may be the target of malicious cyber activities sponsored by the Russian or Chinese governments or other state 25 | CLF 2024 FORM 10-K Table of Contents actors like those described in threat advisories issued from time to time by the U.S.
Given our status as a critical supplier of steel to U.S. business and defense interests, we may be the target of malicious cyber activities sponsored by nation-state actors, including the Russian and Chinese governments or other state actors, as described in threat advisories periodically issued from time to time by the U.S. Cybersecurity & Infrastructure Security Agency.
Our ability to maintain our reputation and strong operating track record could be threatened, including by challenges relating to the integration of our recent acquisitions or by circumstances outside of our control, such as disasters caused or suffered by other companies in the steel and mining industries.
As stakeholders’ sustainability expectations increase and regulatory requirements continue to evolve, maintaining our social license to operate becomes increasingly important. Our ability to maintain our reputation and strong operating track record could be threatened, including by circumstances outside of our control, such as disasters caused or suffered by other companies in the steel and mining industries.
Also, the U.S. government has rights to, and imposes restrictions on, intellectual property from the projects. The additional burdens and restrictions imposed by these regulations increase our costs, may limit our operational and contracting flexibility, and may disincentivize certain technology providers or other vendors from working with us.
The additional burdens and restrictions imposed by these types of regulations and executive orders could increase our costs, delay our projects, limit our operational and contracting flexibility, and disincentivize certain technology providers or other vendors from working with us.
As a supplier on public procurement projects, including projects that may arise out of proposed or recently enacted governmental legislation regarding infrastructure investments such as the Infrastructure Investment and Jobs Act of 2021, we may be subject to certain stringent regulations that may present compliance challenges or may increase the costs of securing certain business.
As a supplier on public procurement projects, we may be subject to certain stringent regulations that may present compliance challenges or may increase the costs of securing certain business.
Similarly, we depend on third-party transportation services for delivery of raw materials and other production inputs to us, and failures or delays in delivery would have an adverse effect on our ability to maintain steady-state production and processing operations to meet customer obligations. 24 | CLF 2024 FORM 10-K Table of Contents The cost or time to implement a strategic or sustaining capital project may prove to be greater than originally anticipated.
Similarly, we depend on third-party transportation services for delivery of raw materials, other production inputs and spare parts to us, and failures or delays in delivery would have an adverse effect on our ability to maintain steady-state production and processing operations to meet customer obligations.
Further, remediation of any interruption in production capability may require us to make large capital expenditures that could have a negative impact on our profitability and cash flows. Our business interruption insurance may not be available to cover lost revenues associated with maintenance difficulties or damage to or failures of equipment.
From time to time, we may experience lengthy shutdowns or periods of reduced production because of equipment failures or unplanned maintenance activities. Further, remediation of any interruption in production capability may require us to make large capital expenditures that could have a negative impact on our profitability and cash flows.
Compliance with the complex and extensive laws and regulations to which we are subject imposes substantial costs on us, which could increase over time because of heightened regulatory oversight, adoption of more stringent environmental, health and safety standards and greater demand for remediation services leading to shortages of equipment, supplies and labor, as well as other factors. 20 | CLF 2024 FORM 10-K Table of Contents Specifically, there are several notable proposed or recently enacted rulemakings or activities to which we would be subject or that would further regulate and/or tax us and our customers, which may also require us or our customers to reduce or otherwise change operations significantly or incur significant additional costs, potentially limiting our ability to produce our raw materials and products, depending on their ultimate outcome.
Compliance with the complex and extensive laws and regulations to which we are subject imposes substantial costs on us, which could increase over time because of heightened regulatory oversight, adoption of more stringent environmental, 19 | CLF 2025 FORM 10-K Table of Contents health and safety standards and greater demand for remediation services leading to shortages of equipment, supplies and labor, as well as other factors.
Cybersecurity & Infrastructure Security Agency. Cybersecurity threat actors also may attempt to exploit vulnerabilities through software, including software commonly used by companies in cloud-based services and bundled software. Though we have controls in place and regularly conduct employee training, we cannot provide assurance that a cybersecurity incident or cyberattack will not occur or cause damage or business interruption.
Though we have controls in place and regularly conduct employee training, we cannot provide assurance that a cybersecurity incident or cyberattack will not occur or cause damage or business interruption.
In addition, as part of our decarbonization strategy, we are investigating and from time to time may consider investments in or other relationships with various renewable and clean energy initiatives. For example, we have engaged in various discussions with other companies, universities and national research laboratories to leverage funding available under various DOE programs to support GHG emissions reductions.
In addition, as part of our decarbonization strategy, we are investigating and from time to time may consider investments in or other relationships with various energy efficiency and clean energy initiatives.
As of December 31, 2024, we had $7.1 billion aggregate principal amount of long-term debt outstanding (excluding $62 million of outstanding letters of credit and $382 million of finance leases) and $54 million of cash on our statement of consolidated financial position.
As of December 31, 2025, we had $6.9 billion aggregate principal amount of senior notes and $452 million aggregate borrowings under our ABL Facility outstanding (excluding $65 million of outstanding letters of credit and $402 million of finance leases) and $57 million of cash on our statement of consolidated financial position.
This equipment may, on occasion, be out of service because of unanticipated failures or unplanned outages, including due to long lead times for replacement of critical spares. From time to time, we may experience lengthy shutdowns or periods of reduced production because of equipment failures or unplanned maintenance activities.
Our mining operations, processing facilities, logistics capabilities and steelmaking operations depend on critical pieces of equipment. This equipment may, on occasion, be out of service because of unanticipated failures or unplanned outages, including due to long lead times for replacement of critical spares.
For example, during 2024, we indefinitely idled our Weirton, West Virginia tinplate production facility, which caused us to recognize costs of approximately $210 million in respect of employee-related costs, asset impairments and exit costs.
For example, during 2025, we indefinitely idled and subsequently announced the permanent closure of our Conshohocken, Pennsylvania, Riverdale, Illinois and Steelton, Pennsylvania steelmaking facilities, which collectively caused us to recognize approximately $300 million in respect of employee-related costs, asset impairments and exit costs.
The amount of any such costs could be significant, depending on a variety of factors, such as the period of idle time, necessary repairs and available employees, and is difficult to project. We face ongoing risks relating to the recent Stelco Acquisition. During the fourth quarter of 2024, we completed the Stelco Acquisition.
The amount of any such costs could be significant, depending on a variety of factors, such as the period of idle time, necessary repairs and available employees, and is difficult to project. 26 | CLF 2025 FORM 10-K Table of Contents We may not have adequate insurance coverage for some business risks.
Although we successfully negotiated all of our labor agreements that expired in 2024, we have several other labor agreements that will expire in 2025, including those covering union workers at our Butler, Monessen, Zanesville and certain FPT operations, and the outcomes of those labor negotiations are uncertain.
Although we successfully negotiated all of our labor agreements that expired in 2025, we have other labor agreements that will expire in 2026, including those covering union workers at our Burns Harbor, Cleveland, Coatesville, Columbus Coatings, Coshocton, Indiana Harbor and Mansfield steelmaking operations, our Toledo HBI production operation and our Warren cokemaking operation, as well as all of our iron ore mining operations, and the outcomes of those labor negotiations are uncertain.
Our operations may be impacted by the recent enactment, and ongoing consideration, of significant federal and state laws and regulations relating to certain mine-related issues, such as the stability of tailings basins, mine drainage and fill activities, reclamation and safety in underground and surface mines.
Our operations may be impacted by the recent proposal and ongoing consideration of significant federal and state laws and regulations relating to certain mine-related issues, including potential changes to the approval process for roof control and ventilation plans in underground coal mines and training plans for all mines.
If we enter into a new labor agreement with any union that significantly increases our labor costs relative to our competitors or fail to come to an agreement upon expiry, our ability to compete or continuity of production may be materially and adversely affected.
If we enter into a new labor agreement with any union that significantly increases our labor costs relative to our competitors or fail to come to an agreement upon expiry, our ability to compete or continuity of production may be materially and adversely affected. 28 | CLF 2025 FORM 10-K Table of Contents Our expenditures for pension and OPEB obligations could be materially higher than we have predicted if our underlying assumptions differ from actual outcomes, there are regulatory changes or the funded status of the multiemployer plans that we participate in degrade.
Because all our steel manufacturing facilities are located in North America and one of our principal markets is automotive manufacturing in North America, we believe that the USMCA has the potential to positively impact our business by incentivizing automakers and other manufacturers to increase manufacturing production in North America and to use North American steel.
In addition, during 2020, the USMCA was implemented among the U.S., Mexico and Canada in place of the North American Free Trade Agreement. Because all our steel manufacturing facilities are located in North America and one of our principal markets is automotive manufacturing in North America, the USMCA has the potential to significantly impact our business results.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe own office space located in Burns Harbor, Indiana and our Research and Innovation Center located in Middletown, Ohio. 31 | CLF 2024 FORM 10-K Table of Contents STEELMAKING Location Raw Material (Tons in millions) State /Province Iron Ore Capacity (lt) HBI Capacity (mt) Coke Capacity (nt) Coal Capacity (nt) Scrap Capacity (mt) Hibbing Taconite MN l 7.0 Minorca MN l 3.0 Northshore MN l 5.0 Tilden MI l 8.0 United Taconite MN l 6.0 Toledo HBI OH l 1.9 Burns Harbor (Coke) IN l 1.8 Hamilton Works (Coke) ON l 0.7 Lake Erie Works (Coke) ON l 0.7 Monessen PA l 0.3 Warren OH l 0.5 Princeton WV l 1.8 FPT Multiple l N/A Location Raw Steel Processing and Finishing (Tons in millions) State / Province BF-BOF EAF Configured Capacity (nt) Hot-Rolled Cold-Rolled Coated Stainless & Electrical Plate Slab & Other Burns Harbor IN l 5.0 l l l l Burns Harbor Plate IN l Butler PA l 0.4 l Cleveland Works OH l 3.4 l l l l Coatesville PA l 0.2 l l Columbus OH l Conshohocken PA l Coshocton OH l Dearborn Works MI l 3.0 l l l Gary Plate IN l Hamilton Works ON l l l Indiana Harbor Works IN l 4.0 l l l l Lake Erie Works ON l 2.5 l Mansfield Works OH l 0.5 l Middletown Works OH l 3.0 l l l l l New Carlisle IN l l Piedmont NC l Riverdale IL l 0.7 l Rockport Works IN l l l Steelton PA l 0.3 l Zanesville OH l STEELMAKING AND FINISHING FACILITIES Our primary steel producing and finishing facilities are located across Illinois, Indiana, Michigan, Ohio, Pennsylvania, and Ontario.
Biggest changeOur Minorca mine remained idled as of December 31, 2025, but has an annual operational capacity of 2.8 million long tons. 31 | CLF 2025 FORM 10-K Table of Contents Location Raw Steel Processing and Finishing (Tons in millions) State / Province BF-BOF EAF Configured Capacity (nt) 1 Hot-Rolled Cold-Rolled Coated Stainless & Electrical Plate Slab & Other Burns Harbor IN l 5.1 l l l l Burns Harbor Plate IN l Butler PA l 0.3 l Cleveland OH l 3.5 l l l l Coatesville PA l 0.2 l l Columbus OH l Coshocton OH l Dearborn 2 MI l l l l Gary Plate IN l Hamilton ON l l l Indiana Harbor IN l 5.2 l l l l Lake Erie ON l 2.5 l Mansfield OH l 0.5 l Middletown OH l 2.7 l l l l l New Carlisle IN l l Piedmont NC l Rockport IN l l l Zanesville OH l 1 As of December 31, 2025 2 During 2025, due to market conditions, we made the decision to idle our blast furnace, BOF steel shop, and continuous casting facilities at our Dearborn facility.
Reference point selected by the QP is the saleable tons based on the process recovery. Process recovery may change based on the required saleable product mix and is reported as wet product percentage.
Reference point selected by the QP is the saleable tons based on the process recovery. Process recovery may change based on the required saleable product mix and is reported as wet product percentage.
Sustainability and Development Risks - We rely on estimates of our recoverable mineral reserves, which are complex due to geological characteristics of the properties and the number of assumptions made.
Sustainability and Development Risks - We rely on estimates of our recoverable mineral reserves, which are complex due to geological characteristics of the properties and the number of assumptions made.
Mineral resources are estimated using the following cut-off grades: 25% FeT for Tilden hematite; 15% magnetic Fe for Northshore; 16% magnetic Fe for Minorca; 17% magnetic Fe for United Taconite; and 13% magnetic Fe for Hibbing. Tonnage is reported in long tons equivalent to 2,240 pounds and has been rounded to the nearest 100,000.
Mineral resources are estimated using the following cut-off grades: 13% magnetic Fe for Hibbing; 16% magnetic Fe for Minorca; 15% magnetic Fe for Northshore; 25% FeT for Tilden hematite; and 17% magnetic Fe for United. Tonnage is reported in long tons equivalent to 2,240 pounds and has been rounded to the nearest 100,000.
Mineral reserves are estimated using the following cut-off grades: 25% FeT for Tilden hematite; 19% magnetic Fe for Northshore; 16% magnetic Fe for Minorca; 17% magnetic Fe for United Taconite; and 13% magnetic Fe for Hibbing. Tonnage is reported in long tons equivalent to 2,240 pounds and has been rounded to the nearest 100,000.
Mineral reserves are estimated using the following cut-off grades: 13% magnetic Fe for Hibbing; 16% magnetic Fe for Minorca; 19% magnetic Fe for Northshore; 25% FeT for Tilden hematite; and 17% magnetic Fe for United. Tonnage is reported in long tons equivalent to 2,240 pounds and has been rounded to the nearest 100,000.
Mineral reserves are estimated using the following cut-off grades: 25% FeT for Tilden hematite; 19% magnetic Fe for Northshore; 16% magnetic Fe for Minorca; 17% magnetic Fe for United Taconite; and 13% magnetic Fe for Hibbing. Tonnage is reported in long tons equivalent to 2,240 pounds and has been rounded to the nearest 100,000.
Mineral reserves are estimated using the following cut-off grades: 13% magnetic Fe for Hibbing, 16% magnetic Fe for Minorca; 19% magnetic Fe for Northshore; 25% FeT for Tilden hematite; and 17% magnetic Fe for United. Tonnage is reported in long tons equivalent to 2,240 pounds and has been rounded to the nearest 100,000.
Management, including the Chief Information Officer with support from our cybersecurity team, updates the Audit Committee on at least a biannual basis regarding our cybersecurity programs and material cybersecurity risks and mitigation strategies. The Audit Committee also regularly reports on discussions regarding cybersecurity risks to our full Board of Directors.
Management, including the Chief Information Officer and Chief Information Security Officer with support from our cybersecurity team, updates the Audit Committee on at least a biannual basis regarding our cybersecurity programs and material cybersecurity risks and mitigation strategies. The Audit Committee also regularly reports on discussions regarding cybersecurity risks to our full Board of Directors.
Our cybersecurity team includes personnel that have obtained credentials from the International System Security Certification Consortium and the SANS Institute, such as Certified Information Systems Security Professional (CISSP) and GIAC Certified Incident Handler, as well as experienced information systems security professionals and information security managers.
Our cybersecurity team includes personnel that have obtained credentials from the International System Security Certification Consortium and the SANS Institute, such as CISSP and GIAC Certified Incident Handler, as well as experienced information systems security professionals and information security managers.
While no organization is immune to attack attempts and we cannot eliminate all risks from cybersecurity threats or provide assurance that we have not experienced an undetected cybersecurity incident, in 2024 we did not identify any material cybersecurity events that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition.
While no organization is immune to attack attempts and we cannot eliminate all risks from cybersecurity threats or provide assurance that we have not experienced an undetected cybersecurity incident, in 2025, we did not identify any material cybersecurity events that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition.
Mineral reserves estimates for our iron mines are constrained by fully designed open pits developed using three-dimensional modeling techniques. These open pits incorporate design slopes, practical mining shapes and access ramps to assure the accuracy of our mineral reserve estimates. All operations' mineral reserves have been adjusted net of production through year-end 2024.
Mineral reserves estimates for our iron mines are constrained by fully designed open pits developed using three-dimensional modeling techniques. These open pits incorporate design slopes, practical mining shapes and access ramps to assure the accuracy of our mineral reserve estimates. All operations' mineral reserves have been adjusted net of production through year-end 2025.
COAL MINING AND COKEMAKING Princeton is a coal mining complex located in West Virginia that specializes in surface and underground mining of metallurgical coal to produce coke and pulverized coal injection coal. As of December 31, 2024, we have annual rated metallurgical coal production capacity of 1.8 million net tons from our Princeton mine.
COAL MINING AND COKEMAKING Princeton is a coal mining complex located in West Virginia that specializes in surface and underground mining of metallurgical coal to produce coke and pulverized coal injection coal. As of December 31, 2025, we have annual rated metallurgical coal production capacity of 1.8 million net tons from our Princeton mine.
The following represents iron ore mineral resources, exclusive of mineral reserves, as of December 31, 2024 and 2023: Iron Ore Mineral Resources Measured Indicated Measured + Indicated Process Recovery Inferred (In millions of long tons) Tonnage % Grade Tonnage % Grade Tonnage % Grade Tonnage % Grade Total Iron Ore 1,351 22.5 1,483 23.6 2,834 23.1 31% 420 32.4 Michigan — — 135 35.5 135 35.5 36% 350 34.7 Minnesota 1,351 22.5 1,348 22.4 2,699 22.4 31% 70 21.0 Hibbing 1 8 19.2 1 18.7 9 19.2 25% — — Minorca 484 22.9 317 22.9 801 22.9 33% 30 21.1 Northshore 767 22.1 391 22.4 1,158 22.2 26% 14 19.8 Tilden — — 135 35.5 135 35.5 36% 350 34.7 United Taconite 92 23.6 639 22.2 731 22.4 32% 26 21.5 1 Hibbing is reported at 85.3% based on our ownership level.
For comparison purposes, the following represents iron ore mineral resources, exclusive of mineral reserves, as of December 31, 2024: Iron Ore Mineral Resources Measured Indicated Measured + Indicated Process Recovery Inferred (In millions of long tons) Tonnage % Grade Tonnage % Grade Tonnage % Grade Tonnage % Grade Total Iron Ore 1,351 22.5 1,483 23.6 2,834 23.1 31% 420 32.4 Michigan — — 135 35.5 135 35.5 36% 350 34.7 Minnesota 1,351 22.5 1,348 22.4 2,699 22.4 31% 70 21.0 Hibbing 1 8 19.2 1 18.7 9 19.2 25% — — Minorca 484 22.9 317 22.9 801 22.9 33% 30 21.1 Northshore 767 22.1 391 22.4 1,158 22.2 26% 14 19.8 Tilden — — 135 35.5 135 35.5 36% 350 34.7 United 92 23.6 639 22.2 731 22.4 32% 26 21.5 1 Hibbing is reported at 85.3% based on our ownership level.
OTHER BUSINESSES Our Tubular operating segment consists of our subsidiary Tubular Components, which has plants in Walbridge, Ohio and Columbus, Indiana. The Walbridge plant operates six electric resistance welded tube mills and one laser re-cutting line on owned property. The Columbus plant operates five electric resistance welded tube mills and four high-speed cold saws on leased property.
OTHER BUSINESSES Our Tubular operating segment consists of plants in Walbridge, Ohio and Columbus, Indiana. The Walbridge plant operates six electric resistance welded tube mills and one laser re-cutting line on owned property. The Columbus plant operates five electric resistance welded tube mills, four high-speed cold saws, and one laser re-cutting line on leased property.
During the years ended December 31, 2024 and 2023, our direct reduction plant produced a total of 1.6 million and 1.7 million metric tons of HBI, respectively. IRON ORE MINES AND PELLET PLANTS The following information concerning our mining properties has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K.
During each of the years ended December 31, 2025 and 2024, our direct reduction plant produced a total of 1.6 million metric tons of HBI. IRON ORE MINES AND PELLET PLANTS The following information concerning our mining properties has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K.
Our Tooling and Stamping operating segment consists of our subsidiary Tooling and Stamping and its related companies, which provides advanced-engineered solutions, tool design and build, hot- and cold-stamped steel components and complex assemblies for the automotive market across 10 plants, of which certain of these are under long-term lease agreements, in Ontario, Alabama, Kentucky and Tennessee.
Our Tooling and Stamping operating segment provides advanced-engineered solutions, tool design and build, hot- and cold-stamped steel components and complex assemblies for the automotive market across 10 plants, of which certain of these are under long-term lease agreements, in Ontario, Alabama, Kentucky and Tennessee.
PROPERTIES The following map shows the locations of our active operations and corporate headquarters as of December 31, 2024: CORPORATE OFFICES We lease our corporate headquarters in Cleveland, Ohio. We also have leased office space in West Chester, Ohio; Chicago, Illinois; and Detroit, Michigan.
PROPERTIES The following map shows the locations of our active operations and corporate headquarters as of December 31, 2025: CORPORATE OFFICES We lease our corporate headquarters in Cleveland, Ohio. We also have leased office space in West Chester, Ohio and Detroit, Michigan.
Mining leases routinely are renegotiated and renewed as they approach their respective expiration dates. Operations include an open pit truck and shovel mine where two stages of crushing occur before the ore is transported by rail, operated by CN, to the plant site.
Leases are maintained by making minimum prepaid royalty payments. Mining leases routinely are renegotiated and renewed as they approach their respective expiration dates. Operations include an open pit truck and shovel mine where two stages of crushing occur before the ore is transported by rail, operated by CN, to the plant site.
We evaluate and analyze, and engage QPs to review and verify, mineral reserves in accordance with our mineral policy and SEC requirements and then complete updated LoM plans. The table below identifies the year in which the latest updated LoM plan was completed.
We evaluate and analyze, and engage QPs to review and verify, mineral reserves in accordance with our mineral policy and SEC requirements and then complete LoM plan reserve analyses. The table below identifies the year in which the latest LoM plan reserve analysis was completed.
We also operate cokemaking facilities located within our Burns Harbor, Lake Erie Works and Hamilton Works locations. These facilities have an aggregate annual rated capacity of 4.0 million net tons. During each of the years ended December 31, 2024 and 2023, our cokemaking facilities produced 2.4 million net tons of coke.
We also operate cokemaking facilities located within our Burns Harbor, Lake Erie and Hamilton locations. These facilities have an aggregate annual rated capacity of 4.0 million net tons. During the years ended December 31, 2025 and 2024, our cokemaking facilities produced 3.1 million and 2.4 million net tons of coke, respectively.
During the years ended December 31, 2024 and 2023, FPT processed approximately 3 million net tons of scrap metal, of which approximately 50% of total output was prime grade. 32 | CLF 2024 FORM 10-K Table of Contents DIRECT REDUCTION PLANT Our direct reduction plant is located in Toledo, Ohio, is near an existing dock, and has access to rail and heavy haul roads for operation logistics.
During each of the years ended December 31, 2025 and 2024, FPT processed approximately 3 million net tons of scrap metal, of which approximately 50% of total output was prime grade. DIRECT REDUCTION PLANT Our direct reduction plant is located in Toledo, Ohio, is near an existing dock, and has access to rail and heavy haul roads for operation logistics.
During the years ended December 31, 2024 and 2023, the mine produced 1.0 million and 1.3 million net tons of coal, respectively. We own 100% of the Princeton mine, which has been operating since 1995. We own 60% of the mineral rights and lease 40% via multiple mineral leases having varying expiration dates.
During the years ended December 31, 2025 and 2024, the mine produced 1.2 million and 1.0 million net tons of coal, respectively. We own 100% of the Princeton mine, which has been operating since 1995. We own 49% of the mineral rights and lease 51% via multiple mineral leases having varying expiration dates.
Specific controls that are used include endpoint threat detection and response, identity and access management, privileged access management, logging and monitoring involving the use of security information and event management, multi-factor authentication, firewalls and intrusion detection and prevention, and vulnerability and patch management. We use threat intelligence to inform our defensive measures.
Specific controls that are used include endpoint threat detection and response, identity and access management, privileged access management, logging and monitoring involving the use of security information and event management, multi-factor authentication, firewalls and intrusion detection and prevention, and vulnerability and patch management.
Our European operating segment consists of a metal distribution company that buys and sells steel, steel products and other materials. We operate out of six different European countries: the Netherlands, Italy, Germany, France, Spain and the United Kingdom.
Our European operating segment consists of a metal distribution company that buys and sells steel, steel products and other materials. We operate out of six different European countries: the Netherlands, Italy, Germany, France, Spain and the United Kingdom. 39 | CLF 2025 FORM 10-K Table of Contents
NORTHSHORE Northshore's (100% owned) mine is located on the northeastern edge of the Mesabi Iron Range in northeastern Minnesota, approximately four miles southeast of Babbitt, Minnesota at latitude 47°40'12.15"N and longitude 91°53'1.28"W.
The following provides an overview of our individually material iron ore properties: NORTHSHORE Northshore's (100% owned) mine is located on the northeastern edge of the Mesabi Iron Range in northeastern Minnesota, approximately four miles southeast of Babbitt, Minnesota at latitude 47°40'12.15"N and longitude 91°53'1.28"W.
Likewise, investors are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted to mineral reserves. See Part I – Item 1A. Risk Factors – V.
Likewise, investors are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted to mineral reserves. 32 | CLF 2025 FORM 10-K Table of Contents See Part I – Item 1A. Risk Factors – V.
The processing facility is approximately 41 miles to the southeast and immediately adjacent to the city of Silver Bay in Lake County, Minnesota at latitude 47°17'38.95"N and longitude 91°15'23.38"W. Operations commenced in 1952 as an asset of the Reserve Mining Company and continued production until 1986 when Reserve Mining declared bankruptcy. Cyprus Minerals Company purchased the facilities in 1989.
The processing facility is approximately 41 miles to the southeast and immediately adjacent to the city of Silver Bay in Lake County, Minnesota at latitude 47°17'38.95"N and longitude 91°15'23.38"W. 33 | CLF 2025 FORM 10-K Table of Contents Operations commenced in 1952 as an asset of the Reserve Mining Company and continued production until 1986 when Reserve Mining declared bankruptcy.
We also have processes in place to monitor the cybersecurity practices of various third-party service providers, including certain vendors that have access to our information systems or sensitive data. • Proactive Reporting and Investigation: As part of our training initiatives, we regularly educate employees on how to report any suspicious cyber activity or potential cybersecurity issues, and we investigate reported concerns.
We also have processes in place to monitor the cybersecurity practices of various third-party service providers, including certain vendors that have access to our information systems or sensitive data. • Proactive Reporting and Investigation: As part of our training initiatives, we regularly educate employees on how to report any suspicious cyber activity or potential cybersecurity issues, and we investigate reported concerns. • Emerging Technology Governance: We take a measured approach to adopting emerging technologies, including AI, with appropriate security and governance reviews prior to deployment.
Management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and maintaining cybersecurity programs.
Management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and maintaining cybersecurity programs. Our cybersecurity programs are under the direction of our Chief Information Security Officer, who reports to the Chief Information Officer.
The net book value of Tilden's property, plant and equipment was $256 million as of December 31, 2024. For further information, see Exhibit 96.5, Technical Report Summary on the Tilden Property, Michigan, USA, prepared for the Company by the QP, SLR, with an effective date of December 31, 2021.
The net book value of Northshore's property, plant and equipment was $211 million as of December 31, 2025. For further information, see Exhibit 96.1, Technical Report Summary on the Northshore Property, Minnesota, USA, prepared for the Company by the QP, SLR, with an effective date of December 31, 2021.
Its facilities feature eight large-bed, hot-stamping presses, providing 14 lines of production; 82 cold-stamping presses ranging from 150 net tons to 3,000 net tons of pressing capacity; 18 large-bed, high-tonnage tryout presses with 40 | CLF 2024 FORM 10-K Table of Contents prove-out capabilities for new tool builds; and 162 multi-axis welding assembly cells.
Its facilities feature seven large-bed, hot-stamping presses, providing 13 lines of production; 60 cold-stamping presses ranging from 150 net tons to 3,000 net tons of pressing capacity; 18 large-bed, high-tonnage tryout presses with prove-out capabilities for new tool builds; and 173 multi-axis welding assembly cells.
The material assumptions and criteria used for the mineral reserves estimates, including but not limited to leases, permits and geotechnical pit design, are covered in more detail in Sections 11 through 13 of the respective Technical Report Summaries filed as Exhibits 96.1 through 96.5 to this Annual Report on Form 10-K. 38 | CLF 2024 FORM 10-K Table of Contents For comparison purposes, the following represents iron ore mineral reserves as of December 31, 2023: Iron Ore Mineral Reserves as of December 31, 2023 Proven Probable Proven & Probable Process (In millions of long tons) Tonnage % Grade Tonnage % Grade Tonnage % Grade Recovery Total Iron Ore 539 24 1,643 26.4 2,182 25.8 33% Michigan 4 35.3 478 34.7 482 34.7 37% Minnesota 535 23.9 1,165 23.0 1,700 23.3 31% Hibbing 1 47 18.7 8 18.7 55 18.7 26% Minorca 86 23.7 7 25.1 93 23.8 34% Northshore 288 25.3 519 24.1 807 24.5 29% Tilden 4 35.3 478 34.7 482 34.7 37% United Taconite 114 23.1 631 22.1 745 22.3 33% 1 Hibbing is reported at 85.3% based on our ownership level.
The material assumptions and criteria used for the mineral reserves estimates for Northshore, Tilden and United, including but not limited to leases, permits and geotechnical pit design, are covered in more detail in Sections 11 through 13 of the respective Technical Report Summaries filed as Exhibits 96.1 through 96.3 to this Annual Report on Form 10-K. 37 | CLF 2025 FORM 10-K Table of Contents For comparison purposes, the following represents iron ore mineral reserves as of December 31, 2024: Iron Ore Mineral Reserves as of December 31, 2024 Proven Probable Proven & Probable Process (In millions of long tons) Tonnage % Grade Tonnage % Grade Tonnage % Grade Recovery Total Iron Ore 522 23.8 1,619 26.3 2,141 25.7 32% Michigan 4 35.3 458 34.6 462 34.6 37% Minnesota 518 23.8 1,161 23.0 1,679 23.3 31% Hibbing 1 67 19.0 4 19.0 71 19.0 24% Minorca 78 23.7 7 25.3 85 23.8 35% Northshore 275 25.3 519 24.1 794 24.5 29% Tilden 4 35.3 458 34.6 462 34.6 37% United 98 23.4 631 22.1 729 22.3 33% 1 Hibbing is reported at 85.3% based on our ownership level.
An additional 145 acres of surface rights are leased from the State of Minnesota. We lease 100% of the mineral rights, comprised of 4,908 acres expiring between 2037 and 2066, with the exception of the State of Minnesota mineral lease, which expires in 2027. Leases are maintained by making minimum prepaid royalty payments.
United owns 14,199 acres of surface rights, of which 703 acres are associated with mineral leases. An additional 145 acres of surface rights are leased from the State of Minnesota. We lease 100% of the mineral rights, comprised of 4,908 acres expiring between 2037 and 2066, with the exception of the State of Minnesota mineral lease, which expires in 2027.
Where QA/QC programs were still in development at that time and prior to resource estimation, Cliffs conducted data verification studies utilizing a suite of blind crude ore standards and blind duplicates from historical sample 39 | CLF 2024 FORM 10-K Table of Contents reserves within the LoM plan.
Where QA/QC programs were still in development at that time and prior to resource estimation, Cliffs conducted data verification studies utilizing a suite of blind crude ore standards and blind duplicates from historical sample reserves within the LoM plan. Where unaccredited labs provided data used in resource estimation, check lab studies were initiated to verify analytical results.
The following represents iron ore production for the last three fiscal years: Iron Ore Production (In millions of long tons) 2024 2023 2022 Hibbing 1 5 6 5 Minorca 3 3 3 Northshore 2 4 3 1 Tilden 7 8 6 United Taconite 5 5 5 Total 24 25 20 1 Hibbing is reported at 85.3% based on our ownership level. 2 In the second quarter of 2022, we temporarily idled our Northshore operations.
The following represents iron ore production for the last three fiscal years: Iron Ore Production (In millions of long tons) 2025 2024 2023 Hibbing 1,2 2 5 6 Minorca 2 1 3 3 Northshore 3 4 3 Tilden 6 7 8 United 5 5 5 Total 17 24 25 1 Hibbing is reported at 85.3% based on our ownership level. 2 In the first half of 2025, we indefinitely idled the Minorca mine and partially idled the Hibbing mine in order to consume excess pellet inventory produced in 2024.
Cyprus subsequently sold the facilities to Cliffs in 1994. Northshore holds 28,041 acres of surface rights, of which 8,966 acres are associated with mineral leases. 100% of the mineral rights are leased. The property is comprised of 10,356 acres of mineral leases. Some leases do not expire until the mineral reserves are exhausted while others expire between 2034 and 2075.
Cyprus Minerals Company purchased the facilities in 1989. Cyprus subsequently sold the facilities to Cliffs in 1994. Northshore holds 28,041 acres of surface rights, of which 8,966 acres are associated with mineral leases. 100% of the mineral rights are leased. The property is comprised of 10,356 acres of mineral leases.
The property commenced operations as an asset of Eveleth Taconite Company in 1965 before it was purchased by United Taconite (70% Cliffs and 30% Laiwu Steel) in December 2003. The property has been a wholly owned subsidiary of Cliffs since 2008. United Taconite owns 14,199 acres of surface rights, of which 703 acres are associated with mineral leases.
The processing facilities are located approximately eight miles to the southeast. The property commenced operations as an asset of Eveleth Taconite Company in 1965 before it was purchased by United (70% Cliffs and 30% Laiwu Steel) in December 2003. The property has been a wholly owned subsidiary of Cliffs since 2008.
Computerized block models for iron ore are constructed that include all relevant geologic and metallurgical data. These are used to generate grade and tonnage estimates, followed by detailed mine design and LoM operating schedules. We currently own or co-own and operate five production-stage iron ore mines in Michigan and Minnesota, as well as one indefinitely idled mine in Michigan.
These are used to generate grade and tonnage estimates, followed by detailed mine design and LoM plan operating schedules. We currently own or co-own and operate five production-stage iron ore mines in Michigan and Minnesota.
We believe in continuous improvement as part of the effort to optimize security, and we work to foster that culture through various initiatives: • Cybersecurity Awareness Trainings: We educate employees on best practices for online safety and for identifying potential cybersecurity threats, including by maintaining quarterly training programs for our non-represented salaried workforce. • Simulated Cyberattacks: With assistance from qualified third-party experts, we periodically conduct penetration testing and tabletop exercises to test our technical controls and incident response plans. • Security Monitoring: We monitor our information technology environment with both our internal cybersecurity resources and third-party service providers.
Evolving threats and risks we are also monitoring and working to protect against include AI-enabled attacks, ransomware targeting critical infrastructure, and nation-state threats, including state-sponsored pre-positioning activities. 29 | CLF 2025 FORM 10-K Table of Contents We believe in continuous improvement as part of the effort to optimize security, and we work to foster that culture through various initiatives: • Cybersecurity Awareness Trainings: We educate employees on best practices for online safety and for identifying potential cybersecurity threats, including by maintaining quarterly training programs for employees and contractors who access systems. • Simulated Cyberattacks: With assistance from qualified third-party experts, we periodically conduct penetration testing and tabletop exercises to test our technical controls and incident response plans. • Security Monitoring: We monitor our IT environment with both our internal cybersecurity resources and third-party service providers.
For further information, see Exhibit 96.2, Technical Report Summary on the Minorca Property, Minnesota, USA, prepared for the Company by the QP, SLR, with an effective date of December 31, 2021.
The net book value of United’s property, plant and equipment was $554 million as of December 31, 2025. For further information, see Exhibit 96.3, Technical Report Summary on the United Property, Minnesota, USA, prepared for the Company by the QP, SLR, with an effective date of December 31, 2021.
For further information about these risks, please see Part I - Item 1A. Risk Factors - IV. Operational Risks - A disruption in or failure of our IT systems, including those related to cybersecurity, could adversely affect our business operations, reputation and financial performance and could expose us to third-party liability . ITEM 2.
Operational Risks - A disruption in or failure of our IT systems, including those related to cybersecurity, could adversely affect our business operations, reputation and financial performance and could expose us to third-party liability . 30 | CLF 2025 FORM 10-K Table of Contents ITEM 2.
The information that follows relating to the Hibbing, Minorca, Northshore, Tilden and United Taconite iron ore mines is derived, for the most part, from, and in some instances is an extract from, the Technical Report Summaries relating to such properties prepared in compliance with Item 601(b)(96) and subpart 1300 of Regulation S-K.
The information relating to the Northshore, Tilden and United properties is derived, for the most part, from the technical report summaries relating to such properties prepared in compliance with Item 601(b)(96) and subpart 1300 of Regulation S-K. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein.
Leases are maintained by making minimum prepaid royalty payments. Mining leases routinely are renegotiated and renewed as they approach their respective expiration dates. The operation includes an open pit truck and shovel mine where two stages of crushing occur before the ore is transported along a wholly owned 47-mile rail line to the plant site in Silver Bay.
The operation includes an open pit truck and shovel mine where two stages of crushing occur before the ore is transported along a wholly owned 47-mile rail line to the plant site in Silver Bay. At the plant site, two additional stages of crushing occur before the ore is sent to the concentrator.
From the site, pellets are transported by BNSF (Burlington Northern Santa Fe, LLC) rail to a ship loading port at Superior, Wisconsin, operated by BNSF. The net book value of our ownership of Hibbing's property, plant and equipment was $44 million as of December 31, 2024.
From the site, pellets are transported by our LS&I (Lake Superior & Ishpeming Railroad Company) rail to a ship loading port at Marquette, Michigan, operated by LS&I. The net book value of Tilden's property, plant and equipment was $256 million as of December 31, 2025.
Mineral resources were defined and constrained within open-pit shells, prepared by Cliffs, and based on a US$90.00/WLT pellet price, while meeting defined cut-off grade criteria and existing pellet specifications. All mineral resource estimates were reviewed and validated by the QP, SLR.
Mineral resources were defined and constrained within open-pit shells, prepared by Cliffs, and based on a US$90.00/WLT pellet price for our Minnesota iron ore mines and on a US$100.00/WLT pellet price for our Michigan iron ore mine, freight-on-board (FOB) Lake Superior, while meeting defined cut-off grade criteria and existing pellet specifications.
We recognize the ever-present global risk of cyberattacks from diverse threat actors, including nation-states, cybercriminals, hacktivists, insiders and organized crime. In spite of our efforts, we (or third parties we rely on) may not be able to fully, continuously and effectively implement security controls as intended.
In spite of our efforts, we (or third parties we rely on) may not be able to fully, continuously and effectively implement security controls as intended.
These facilities are primarily located in Michigan and Ohio, which are in close proximity to our scrap consuming steel facilities.
SCRAP PROCESSING FACILITIES Our scrap business consists of our subsidiary FPT, which has 21 locations in Illinois, Michigan, Mississippi, Ohio, Tennessee and Ontario. These facilities are primarily located in Michigan and Ohio, which are in close proximity to our scrap consuming steel facilities.
Operations include an open pit truck and shovel mine, a concentrator that utilizes single stage crushing, AG mills and floatation to produce hematite concentrates that are then supplied to the on-site pellet plant. From the site, pellets are transported by our LS&I (Lake Superior & Ishpeming Railroad Company) rail to a ship loading port at Marquette, Michigan, operated by LS&I.
Operations include an open pit truck and shovel mine, a concentrator that utilizes single stage crushing, autogenous grinding mills and floatation to produce hematite concentrates that are then supplied to the on-site pellet plant.
The material assumptions and criteria used for the mineral resource estimates, including but not limited to leases, permits and geotechnical pit design, are covered in more detail in Sections 11 through 13 of the respective Technical Report Summaries filed as Exhibits 96.1 through 96.5 to this Annual Report on Form 10-K.
The material assumptions and criteria used for the mineral resource estimates for Northshore, Tilden and United, including but not limited to leases, permits and geotechnical pit design, are covered in more detail in Sections 11 through 13 of the respective Technical Report Summaries filed as Exhibits 96.1 through 96.3 to this Annual Report on Form 10-K. 36 | CLF 2025 FORM 10-K Table of Contents MINERAL RESERVES Mineral reserves are defined under Item 1300 of Regulation S-K as an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the QP, can be the basis of an economically viable project.
At the plant site, two additional stages of crushing occur before the ore is sent to the concentrator. The concentrator utilizes rod mills and magnetic separation to produce a magnetite concentrate, which is delivered to the pellet plant located on-site. The plant can produce both standard and DR-grade pellets.
The concentrator utilizes rod mills and magnetic separation to produce a magnetite concentrate, which is delivered to the pellet plant located on-site. The plant can produce both standard and direct reduction-grade pellets. The plant site has its own ship loading port located on Lake Superior.
Additionally, our internal Information 30 | CLF 2024 FORM 10-K Table of Contents Security Committee, composed of leaders from key departments, collaborates on a cross-functional basis to identify practices that can counter threats and to monitor our cybersecurity programs and our cybersecurity incident response plans.
Additionally, our internal Information Security Committee, composed of leaders from key departments, collaborates on a cross-functional basis to identify practices that can counter threats and to monitor our cybersecurity programs and our cybersecurity incident response plans. We recognize the ever-present global risk of cyberattacks from diverse threat actors, including nation-states, cybercriminals, hacktivists, insiders and organized crime.
All of our iron ore mining operations are open-pit mines. Additional development is underway as required by long-range mine plans. Drilling programs are conducted periodically to collect geologic modeling data and for refining ongoing operations. Geologic models are developed for all mines to define the major ore and waste rock types.
Drilling programs are conducted periodically to collect geologic modeling data and for refining ongoing operations. Geologic models are developed for all mines to define the major ore and waste rock types. Computerized block models for iron ore are constructed that include all relevant geologic and metallurgical data.
For further information, see Exhibit 96.3, Technical Report Summary on the Northshore Property, Minnesota, USA, prepared for the Company by the QP, SLR, with an effective date of December 31, 2021. 35 | CLF 2024 FORM 10-K Table of Contents TILDEN Tilden (100% owned) is located in Marquette County in Michigan’s Upper Peninsula, on the Marquette Iron Range, approximately five miles south of the city of Ishpeming, Michigan at latitude 46° 29' N and longitude 87° 40' W.
For further information, see Exhibit 96.2, Technical Report Summary on the Tilden Property, Michigan, USA, prepared for the Company by the QP, SLR, with an effective date of December 31, 2021. 34 | CLF 2025 FORM 10-K Table of Contents UNITED United’s (100% owned) mine and offices are located on Minnesota's Mesabi Iron Range just north of Eveleth, Minnesota at latitude 47°29'1.62" N, longitude 92°32'23.69" W.
The property is comprised of 7,417 acres of mineral leases expiring between 2025 and 2056. Leases are maintained by making minimum prepaid royalty payments. Mining leases routinely are renegotiated and renewed as they approach their respective expiration dates.
Some leases do not expire until the mineral reserves are exhausted while others expire between 2034 and 2075. Leases are maintained by making minimum prepaid royalty payments. Mining leases routinely are renegotiated and renewed as they approach their respective expiration dates.
For further information, see Exhibit 96.4, Technical Report Summary on the United Taconite Property, Minnesota, USA, prepared for the Company by the QP, SLR, with an effective date of December 31, 2021. 36 | CLF 2024 FORM 10-K Table of Contents MINERAL RESOURCES Mineral resources are defined under Item 1300 of Regulation S-K as a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction.
MINERAL RESOURCES Mineral resources are defined under Item 1300 of Regulation S-K as a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction.
Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein. Reference should be made to the full text of the Technical Report Summaries, which are filed as Exhibits 96.1 through 96.5 to this Annual Report on Form 10-K and are incorporated by reference herein.
Reference should be made to the full text of the Technical Report Summaries, which are filed as Exhibits 96.1 through 96.3 to this Annual Report on Form 10-K and are incorporated by reference herein. All of our iron ore mining operations are open-pit mines. Additional development is underway as required by long-range mine plans.
We have an aggregate annual production capacity of approximately 29 million long tons of iron ore pellets, including our 85.3% share of the Hibbing mine production.
While our Tilden, Northshore and United mines were fully operational, as of December 31, 2025 our Minorca mine and a portion of our Hibbing mine were indefinitely idled. As of December 31, 2025, we had an aggregate annual production capacity of approximately 20.1 million long tons of iron ore pellets, including our 85.3% share of the Hibbing mine production.
All mineral reserves estimates as of December 31, 2021 were reviewed and validated by the QP, SLR. 37 | CLF 2024 FORM 10-K Table of Contents The following represents iron ore mineral reserves as of December 31, 2024: Iron Ore Mineral Reserves as of December 31, 2024 Last LoM Plan Proven Probable Proven & Probable Process (In millions of long tons) Reserve Analysis Tonnage % Grade Tonnage % Grade Tonnage % Grade Recovery Total Iron Ore 522 23.8 1,619 26.3 2,141 25.7 32% Michigan 4 35.3 458 34.6 462 34.6 37% Minnesota 518 23.8 1,161 23.0 1,679 23.3 31% Hibbing 1,2 2024 67 19.0 4 19.0 71 19.0 24% Minorca 2021 78 23.7 7 25.3 85 23.8 35% Northshore 2020 275 25.3 519 24.1 794 24.5 29% Tilden 2021 4 35.3 458 34.6 462 34.6 37% United Taconite 2019 98 23.4 631 22.1 729 22.3 33% 1 Hibbing is reported at 85.3% based on our ownership level. 2 Incremental adjustments to Hibbing’s mineral reserves are due to acquisition of new leases and mining permits both within and directly adjacent to Hibbing's current operating footprint, as well as reconciliation of the previous four years of depletion with increased levels of dilution.
Iron Ore Mineral Reserves as of December 31, 2025 Last LoM Plan Proven Probable Proven & Probable Process (In millions of long tons) Reserve Analysis Tonnage % Grade Tonnage % Grade Tonnage % Grade Recovery Total Iron Ore 485 24.0 1,597 26.2 2,082 25.7 32% Michigan 2 36.1 436 34.7 438 34.7 35% Minnesota 483 24.0 1,161 23.0 1,644 23.3 31% Hibbing 1 2024 58 19.3 4 19.0 62 19.3 24% Minorca 2021 76 23.7 7 25.3 83 23.8 35% Northshore 2020 264 25.3 519 24.1 783 24.5 29% Tilden 2025 2 36.1 436 34.7 438 34.7 35% United 2019 85 23.5 631 22.1 716 22.3 33% 1 Hibbing is reported at 85.3% based on our ownership level.
The Northshore mine restarted production in the second quarter of 2023. 33 | CLF 2024 FORM 10-K Table of Contents The following provides an overview of our iron ore properties: All the infrastructure necessary to mine and process significant commercial quantities of iron ore is currently in place at all of our mine locations.
Both remained idled as of December 31, 2025. All the infrastructure necessary to mine and process significant commercial quantities of iron ore is currently in place at all of our mine locations.
During the years ended December 31, 2024 and 2023, our steelmaking facilities produced a total of 17.7 million and 19.0 million net tons of raw steel, respectively. SCRAP PROCESSING FACILITIES Our scrap business consists of our subsidiary FPT, which has 22 locations in Michigan, Ohio, Tennessee, Florida and Ontario.
As of December 31, 2025 and 2024, our annual configured production capacity of raw steel was approximately 20.0 million and 23.0 million net tons, respectively. During the years ended December 31, 2025 and 2024, our steelmaking facilities produced a total of 18.8 million and 17.7 million net tons of raw steel, respectively.
Any discrepancies identified are corrected by referring to hard-copy assay and core log information archived in Cliffs' Mine Engineering department files. Prior to modeling, a secondary validation check is completed using built-in data validation routines in the modeling software.
Prior to modeling, a secondary validation check is completed using built-in data validation routines in the modeling software.
We operate eight blast furnaces and five EAFs. Finishing is completed on site at our integrated operations or at one of our 10 stand-alone processing and finishing facilities. In the aggregate, we have annual configured production capacity of approximately 23.0 million net tons of raw steel.
We operate seven blast furnaces and four EAFs, excluding any currently idled or permanently closed facilities. Finishing is completed on site at our integrated operations or at one of our 9 stand-alone processing and finishing facilities.
Overall, mineral reserves estimates as of December 31, 2024, as compared to the prior-year period, decreased by 1%, which was driven by mining depletion offset by the Hibbing mine plan update. INTERNAL CONTROLS DISCLOSURE We demonstrated repeated attainment of annual production and quality targets for at least 45 years at each material iron ore mine operated by the Company.
INTERNAL CONTROLS DISCLOSURE Each material iron ore mine operated by the Company has demonstrated repeated attainment of annual production and quality targets for over 50 years.
Cliffs maintains exploration drill hole data in an externally-managed, access-controlled acQuire database that is backed up online at regularly scheduled intervals to provide data redundancy and security. Certification of database integrity is accomplished by both visual and statistical inspections comparing geology, assay values and survey locations cross-referenced back to laboratory data and geologic logs.
Certification of database integrity is accomplished by both visual and statistical inspections comparing geology, assay values and survey locations cross-referenced back to laboratory data and geologic logs. Any discrepancies identified are corrected by referring to hard-copy assay and core log information archived in Cliffs' Mine Engineering department files.
Our cybersecurity programs are under the direction of our Chief Information Officer, who has three years of experience overseeing information technology and cyber functions and who receives reports from our cybersecurity team and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents.
The Chief Information Security Officer has over 15 years of cybersecurity leadership experience and holds the Certified Information Systems Security Professional (“CISSP”) credential. The Chief Information Officer, who has over 20 years of experience in IT leadership, maintains executive oversight of the cybersecurity program and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents.
Removed
We use external and internal threat intelligence sources, including information from industry vendors and government agencies. Evolving threats and risks we are also monitoring and working to protect against include Artificial Intelligence, ransomware and nation-state attacks.
Added
Given our manufacturing operations, we maintain specific controls for operational technology and industrial control systems, including appropriate segmentation and monitoring. We use threat intelligence to inform our defensive measures. We use external and internal threat intelligence sources, including information from industry vendors and government agencies.
Removed
We maintain the requisite state and federal permits and are in material compliance with all material permits. HIBBING Hibbing (85.3% owned) is located immediately north of the city of Hibbing, Minnesota in the center of Minnesota’s Mesabi Iron Range. The mining and processing operation is located between latitude 47°25’48” N and 47°31’48” N and longitude 93°04’54” W and 92°54’36” W.
Added
For further information about these risks, please see Part I - Item 1A. Risk Factors - IV.
Removed
Mining began in 1976 as a joint venture between Bethlehem Steel Corporation and Steel Company of Canada. Cliffs first became involved in the joint venture when it purchased Pickands Mather's 15% share in 1986. Prior to the AM USA Transaction, we owned 23% of Hibbing, ArcelorMittal USA LLC had a 62.3% interest and U. S. Steel had a 14.7% interest.
Added
We own office space located in Burns Harbor, Indiana and our Research and Innovation Center located in Middletown, Ohio.
Removed
On December 9, 2020, as a result of the AM USA Transaction, we acquired an additional 62.3% ownership stake in the Hibbing mine and became the majority owner and mine manager. Hibbing holds 30,705 acres of surface rights, of which 1,150 acres are associated with mineral leases. The majority of the mineral rights are leased.
Added
STEELMAKING Location Raw Material (Tons in millions) State /Province Iron Ore Capacity (lt) 1 HBI Capacity (mt) Coke Capacity (nt) Coal Capacity (nt) Scrap Capacity (mt) Hibbing 2 MN l 2.3 Minorca 3 MN l Northshore MN l 5.2 Tilden MI l 7.5 United MN l 5.1 Toledo HBI OH l 1.9 Burns Harbor (Coke) IN l 1.8 Hamilton (Coke) ON l 0.7 Lake Erie (Coke) ON l 0.7 Monessen PA l 0.3 Warren OH l 0.5 Princeton WV l 1.8 FPT Multiple l N/A 1 As of December 31, 2025 2 Shown at 85.3% ownership share.
Removed
The operation includes an open pit truck and shovel mine, a concentrator that utilizes single stage crushing, AG mills and magnetic separation to produce a magnetite concentrate, which is then delivered to an on-site pellet plant.
Added
During 2025, due to market conditions, we made the decision to partially idle our Hibbing mine. Our Hibbing mine remained partially idled as of December 31, 2025, but has an annual operational capacity of 4.6 million long tons when fully operational. 3 During 2025, due to market conditions, we made the decision to indefinitely idle our Minorca mine.
Removed
For further information, see Exhibit 96.1, the Technical Report Summary on the Hibbing Taconite Property, Minnesota, USA, prepared for the Company by the QP, SLR, with an effective date of December 31, 2021. MINORCA Minorca (100% owned) is located in the center of Minnesota’s Mesabi Iron Range.
Added
This portion of our Dearborn facility remained idled as of December 31, 2025, but has annual raw steel capacity of 3.0 million net tons when fully operational. STEELMAKING AND FINISHING FACILITIES Our primary steel producing and finishing facilities are located across Indiana, Michigan, Ohio, Pennsylvania and Ontario.
Removed
The Laurentian Pit is located near the City of Gilbert, Minnesota at latitude 47°30'0"N and longitude 92°26’30"W, East 1 Pit is located at latitude 47°31'30"N and longitude 92°23’30"W, and East 2 Pit is located just west of the City of Biwabik at latitude 47°32'0"N and longitude 92°22’30"W.
Added
As of December 31, 2025, our individually material mining properties, as determined in accordance with subpart 1300 of Regulation S-K, are the following iron ore mining properties: Northshore, Tilden and United. The following summarizes certain information regarding our iron ore mining properties.
Removed
The Minorca plant is located approximately seven miles to the northwest, near the town of Virginia, Minnesota at latitude 47°33'30"N and longitude 92°31.5'30"W. Operations commenced in 1976 as an asset of Inland Steel Company.
Added
We maintain the requisite state and federal permits and are in material compliance with all material permits.

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Item 2. Properties

Properties — owned and leased real estate

96 edited+21 added−22 removed62 unchanged
Biggest changeEAF producers’ equipment is designed to utilize scrap as their main feedstock, which often contains high residual or impure content, limiting their product capabilities. The exacting requirements for servicing the automotive market generally allows for higher selling prices for products sold to that market than for the commodity types of steel sold to other markets.
Biggest changeAfter the successful production trial, we moved to routine production and delivery of regular orders to the customer. The quality of our steel is appealing to end users because of its strength, surface quality and formability. EAF producers’ equipment is designed to utilize scrap as their main feedstock, which often contains high residual or impure content, limiting their product capabilities.
There are, however, several notable proposed or recently promulgated rulemakings or activities that could have a material adverse impact on our facilities in the future depending on their ultimate outcome: changes to National Emission Standards for Hazardous Air Pollutants in the taconite, integrated iron and steel, and coke sectors; climate change and GHG regulations; changes to the National Ambient Air Quality Standards for particulate matter; changes to ozone regulations; selenium discharge regulation; Minnesota's sulfate wild rice water quality standard; Minnesota's mercury reduction rules; and efforts to reduce SO 2 levels at steel plants in Canada.
There are, however, several notable proposed or recently promulgated rulemakings or activities that could have a material adverse impact on our facilities in the future depending on their ultimate outcome: changes to National Emission Standards for Hazardous Air Pollutants in the taconite, integrated iron and steel, lime, and coke sectors; climate change and GHG regulations; changes to the National Ambient Air Quality Standards for particulate matter; changes to ozone regulations; selenium discharge regulation; Minnesota's sulfate wild rice water quality standard; Minnesota's mercury reduction rules; and efforts to reduce SO 2 levels at steel plants in Canada.
NESHAPS FOR TACONITE, INTEGRATED IRON AND STEEL, AND COKE CATEGORIES Under the Clean Air Act, within eight years after promulgating National Emissions Standards for Hazardous Air Pollutants (NESHAPS) in industry-specific categories, the EPA must review the standards to determine whether they continue to protect human health with an ample margin of safety and protect against adverse environmental effects.
NESHAPS FOR TACONITE, INTEGRATED IRON AND STEEL, LIME, AND COKE CATEGORIES Under the Clean Air Act, within eight years after promulgating National Emissions Standards for Hazardous Air Pollutants (NESHAPS) in industry-specific categories, the EPA must review the standards to determine whether they continue to protect human health with an ample margin of safety and protect against adverse environmental effects.
For example, changes in trade regulations, including tariffs or other import or export restrictions, could lead to lower or more volatile global steel prices, impacting our profitability. In addition, health and safety regulations, including OSHA and MSHA regulations, have necessitated, and may continue to necessitate, increased operating costs or capital investments to promote a safe working environment.
For example, changes in trade regulations, including tariffs or other import or export restrictions, could lead to more volatile global steel prices, impacting our profitability. In addition, health and safety regulations, including OSHA and MSHA regulations, have necessitated, and may continue to necessitate, increased operating costs or capital investments to promote a safe working environment.
The EPA has worked with the taconite, integrated iron and steel, and coke industries for years to collect data in order to recalculate the risk from HAP emissions from each category and to address whether new technologies existed in those sectors. The EPA determined that the risk from the sources in these categories was acceptable.
The EPA has worked with the taconite, integrated iron and steel, lime, and coke industries for years to collect data in order to recalculate the risk from HAP emissions from each category and to address whether new technologies existed in those sectors. The EPA determined that the risk from the sources in these categories was acceptable.
We collaborate with our automotive customers and their suppliers to develop innovative solutions using our developments in light weighting, efficiency, and material strength and formability across our extensive product portfolio, in combination with our automotive stamping and tube-making capabilities.
We collaborate with our automotive customers and their other suppliers to develop innovative solutions using our developments in light weighting, efficiency, and material strength and formability across our extensive product portfolio, in combination with our automotive stamping and tube-making capabilities.
We also make available, free of charge, the charters of the Audit Committee, Strategy and Sustainability Committee, Governance and Nominating Committee, and Compensation and Organization Committee, the Corporate Governance Guidelines adopted by our Board of Directors, as well as the Code of Business Conduct and Ethics.
We also make publicly available, free of charge, the charters of the Audit Committee, Compensation and Organization Committee, Governance and Nominating Committee, and Strategy and Sustainability Committee, the Corporate Governance Guidelines adopted by our Board of Directors, as well as our Code of Business Conduct and Ethics.
We believe our strong foundation in electrical steels and long-standing relationships with automotive manufacturers and their suppliers will provide us with an advantage in this market as it continues to grow and mature.
We believe our strong foundation in electrical steels and long-standing relationships with automotive manufacturers and their other suppliers will provide us with an advantage in this market as it continues to grow and mature.
EAFs comprise over 70% of steel production and more than 45% of flat-rolled steel production in the U.S. The primary raw materials used by EAFs include scrap metal and ore based metallics, which have unpredictable and often volatile pricing. Additionally, the availability of these materials can be unreliable, as most of our competitors rely on imported ore based metallics.
EAFs comprise over 70% of steel production and more than 50% of flat-rolled steel production in the U.S. The primary raw materials used by EAFs include scrap metal and ore based metallics, which have unpredictable and often volatile pricing. Additionally, the availability of these materials can be unreliable, as most of our competitors rely on imported ore based metallics.
CHANGES TO OZONE REGULATIONS In 2023, the EPA finalized new standards under its ozone transport authority for nitrogen oxide (an ozone precursor) on various industries (including the steel and iron ore sectors) that operate in specific states, including numerous states where we operate (Illinois, Indiana, Michigan, Ohio, Pennsylvania and West Virginia). In June 2024, the U.S.
CHANGES TO OZONE REGULATIONS In 2023, the EPA finalized new standards under its ozone transport authority for nitrogen oxide (an ozone precursor) on various industries (including the steel and iron ore sectors) that operate in specific states, including numerous states where we operate (Indiana, Michigan, Minnesota, Ohio, Pennsylvania and West Virginia). In June 2024, the U.S.
In the absence of comprehensive federal carbon legislation, numerous state, regional and federal regulatory initiatives are under development or are becoming effective, thereby creating a disjointed approach to GHG emissions limitations, potential carbon pricing and climate-related procurement activities. We intend to remain active in the discussions related to these legislative and regulatory changes.
In the absence of comprehensive federal carbon legislation, numerous state, regional and other regulatory initiatives are under development or are becoming effective, thereby creating a disjointed approach to GHG emissions limitations, potential carbon pricing and climate-related procurement activities. We intend to remain active in the discussions related to these evolving legislative and regulatory changes.
We believe that we have secured, or will be able to secure, adequate supply to fulfill our raw materials and energy requirements for 2025. The raw materials needed to produce a ton of steel will fluctuate based upon the specifications of the final steel products, the quality of raw materials and, to a lesser extent, differences among steel production equipment.
We believe that we have secured, or will be able to secure, adequate supply to fulfill our raw materials and energy requirements for 2026. The raw materials needed to produce a ton of steel will fluctuate based upon the specifications of the final steel products, the quality of raw materials and, to a lesser extent, differences among steel production equipment.
In certain instances, these foreign producers are often able to sell products in the U.S. at prices substantially lower than domestic producers.
In certain instances, these foreign producers are able to sell products in the U.S. at prices substantially lower than domestic producers.
This access is critical, because prime scrap demand is expected to grow as new flat-rolled EAF capacity has started to come online and is expected to increase in the coming years. FPT includes 22 facilities that are primarily located in the Midwest near our steel facilities.
This access is critical, because prime scrap demand is expected to grow as new flat-rolled EAF capacity has started to come online and is expected to increase in the coming years. FPT includes 21 facilities that are primarily located in the Midwest near our steel facilities.
Therefore, we engage with our unions as business partners, and together we have achieved a number of successes that benefit our business and our people alike. We are proud to report that we successfully renegotiated all of our open labor agreements during 2024 without any difficulty or disruption.
Therefore, we engage with our unions as business partners, and together we have achieved a number of successes that benefit our business and our people alike. We are proud to report that we successfully renegotiated all of our open labor agreements during 2025 without any difficulty or disruption.
COMPETITION Our Steelmaking segment primarily competes with domestic and foreign producers of flat-rolled carbon, plate, stainless, rail and electrical steel, carbon and stainless tubular products, aluminum, carbon fiber, concrete and other materials that may be used as a substitute for flat-rolled steels in manufactured products.
COMPETITION Our Steelmaking segment primarily competes with domestic and foreign producers of flat-rolled carbon, plate, stainless and electrical steels, carbon and stainless tubular products, aluminum, carbon fiber, concrete and other materials that may be used as a substitute for flat-rolled steels in manufactured products.
Supreme Court granted a stay of the ozone transport rule and further judicial review is expected in 2025. Our Middletown, Cleveland, Indiana Harbor and Burns Harbor facilities are located in counties designated as not attaining the ozone ambient air quality standard.
Supreme Court granted a stay of the ozone transport rule, and further judicial review is expected in 2026. Our Middletown, Cleveland, Indiana Harbor and Burns Harbor facilities are located in counties designated as not attaining the ozone ambient air quality standard.
As a leading producer in North America of high-efficiency NOES, which is a critical component of EV motors, we are positioned to potentially benefit from the growth of EVs going forward.
As a leading producer in North America of high-efficiency NOES, which is a critical component of EV motors, we are positioned to potentially benefit from the growth of EV sales going forward.
As a leading supplier of steel to the automotive industry in North America, we continue to meet all the requirements needed to serve the automotive industry and maintain our position as an industry leader going forward.
As a leading supplier of steel to the automotive industry in North America, we continue to meet all the requirements needed to serve the automotive industry and maintain or increase our position as an industry leader going forward.
Kimberly Floriani 42 Senior Vice President, Controller & Chief Accounting Officer (August 2021 – present); Vice President, Corporate Controller & Chief Accounting Officer (April 2020 – August 2021); and Director, Accounting & Reporting (August 2015 – April 2020). All executive officers serve at the pleasure of the Board.
Kimberly Floriani 43 Senior Vice President, Controller & Chief Accounting Officer (August 2021 – present); Vice President, Corporate Controller & Chief Accounting Officer (April 2020 – August 2021); and Director, Accounting & Reporting (August 2015 – April 2020). All executive officers serve at the pleasure of the Board.
Likewise, the growing customer adoption of EVs may also increase demand for improvements in the electric grid to support higher demand for more extensive battery charging infrastructure, which our GOES could support. The majority of our sales to the automotive market are under annual fixed price contracts.
Likewise, growing customer adoption of EVs may also increase demand for improvements in the electric grid to support higher demand for more extensive battery charging infrastructure, which our GOES could support. The majority of our sales to the automotive market are under annual or multi-year fixed price contracts.
In the construction and operation of our facilities, substantial costs have been and will continue to be incurred to comply with regulatory requirements and avoid undue effect on the environment. In 2024, 2023 and 2022, our capital expenditures relating to environmental matters totaled $67 million, $66 million and $133 million, respectively.
In the construction and operation of our facilities, substantial costs have been and will continue to be incurred to comply with regulatory requirements and avoid undue effect on the environment. In 2025, 2024 and 2023, our capital expenditures relating to environmental matters totaled $66 million, $67 million and $66 million, respectively.
Keith Koci 60 Executive Vice President & President, Cleveland-Cliffs Services (September 2021 – present); Executive Vice President, Chief Financial Officer (February 2019 – September 2021); and Senior Vice President and Chief Financial Officer, Metals USA Holdings Corp. (2013 – February 2019).
Keith Koci 61 Executive Vice President & President, Cleveland-Cliffs Services (September 2021 – present); Executive Vice President, Chief Financial Officer (February 2019 – September 2021); and Senior Vice President and Chief Financial Officer, Metals USA Holdings Corp. (2013 – February 2019).
These facilities currently provide more than half of the coke requirements for our steelmaking operations and have an annual rated capacity of 4.0 million net tons. Additionally, we have coke supply agreements with suppliers that provide our remaining requirements. Our purchases of coke are made under annual or multi-year agreements with periodic price adjustments.
These facilities currently provide more than half of the coke requirements for our steelmaking operations and have an annual rated capacity of 4.0 million net tons. Additionally, we have third-party coke supply agreements that fulfill our remaining requirements. Our purchases of coke are made under annual or multi-year agreements with periodic price adjustments.
This standard became effective in May 2024, potentially impacting air permitting and requiring additional emission reductions for existing operations. The potential changes to air pollution control equipment or operations needed to comply with the new particulate matter standard at our operations are not known at this time, and the potential cost is not estimable but could be material.
This standard became effective in May 2024, potentially impacting air permitting and requiring additional emission reductions for existing operations. The potential changes to air pollution control equipment or operations needed to comply with the new particulate matter standard at our operations are not known at this time and the potential cost is not estimable.
James Graham 59 Executive Vice President, Chief Legal and Administrative Officer & Secretary (January 2024 – present); Executive Vice President, Human Resources, Chief Legal and Administrative Officer & Secretary (April 2022 – January 2024); and Executive Vice President, Chief Legal Officer & Secretary (November 2014 – April 2022).
James Graham 60 Executive Vice President, Chief Legal and Administrative Officer & Secretary (January 2024 – present); Executive Vice President, Human Resources, Chief Legal and Administrative Officer & Secretary (April 2022 – January 2024); and Executive Vice President, Chief Legal Officer & Secretary (November 2014 – April 2022).
These documents are available through our investor relations page on our website at www.clevelandcliffs.com . The SEC filings are available by selecting “Investors” and then “SEC Filings,” and corporate governance materials are available by selecting "Investors" and then “Governance” for the Board Committee Charters, the Corporate Governance Guidelines, and the Code of Business Conduct and Ethics.
These documents are available through our investor relations page on our website at www.clevelandcliffs.com . The SEC filings are available by selecting “Investors,” and then “SEC Filings,” and corporate governance materials are available by selecting “Investors” then “Governance” and then “Governance Documents” for the Board Committee Charters, the Corporate Governance Guidelines, and the Code of Business Conduct and Ethics.
Clifford Smith 65 Executive Vice President, Chief Operating Officer (April 2024 – present); Executive Vice President & President, Cleveland-Cliffs Steel (September 2021 – April 2024); and Executive Vice President, Chief Operating Officer (January 2019 – September 2021).
Clifford Smith 66 Executive Vice President, Chief Operating Officer (April 2024 – present); Executive Vice President & President, Cleveland-Cliffs Steel (September 2021 – April 2024); and Executive Vice President, Chief Operating Officer (January 2019 – September 2021).
As of December 31, 2024, included within our Empire asset retirement obligation is a discounted liability of approximately $138 million, which includes the estimated costs associated with the construction of Empire's portion of the required infrastructure and expected future operating costs of the treatment facilities.
As of December 31, 2025, included within our Empire asset retirement obligation is a discounted liability of approximately $143 million, which includes the estimated costs associated with the construction of Empire's portion of the required infrastructure and expected future operating costs of the treatment facilities.
Investor Relations 200 Public Square, Suite 3300 Cleveland, OH 44114-2315 16 | CLF 2024 FORM 10-K Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS Following are the names, ages and positions of the executive officers of the Company as of February 25, 2025. Unless otherwise noted, all positions indicated are or were held with Cleveland-Cliffs Inc.
Investor Relations 200 Public Square, Suite 3300 Cleveland, OH 44114-2315 15 | CLF 2025 FORM 10-K Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS Following are the names, ages and positions of the executive officers of the Company as of February 9, 2026. Unless otherwise noted, all positions indicated are or were held with Cleveland-Cliffs Inc.
To address automotive manufacturers’ light weighting needs that the aluminum industry is targeting, we have developed AHSS grades that we believe provide weight savings similar to aluminum, while being stronger, less costly, easier to repair, more sustainable and more environmentally friendly.
To address automotive manufacturers’ light weighting needs that the aluminum industry is targeting, we have developed advanced high-strength steel grades that we believe provide weight savings similar to aluminum, while being stronger, less costly, easier to repair, more sustainable and more environmentally friendly.
Our current estimate for capital expenditures for environmental control facilities in 2025 is approximately $100 million for various water treatment, air quality, dust control, tailings management and other miscellaneous environmental projects. Additionally, we expect capital expenditures for environmental control facilities for each of 2026 and 2027 to be generally in line with 2025's estimated spending.
Our current estimate for capital expenditures for environmental control facilities in 2026 is approximately $71 million for various water treatment, air quality, dust control, tailings management and other miscellaneous environmental projects. Additionally, we expect capital expenditures for environmental control facilities for each of 2027 and 2028 to be generally in line with 2026's estimated spending.
Due to potential carbon restriction schemes, our businesses and customer base could suffer negative financial impacts over time as a result of increased energy, environmental and other costs to comply with the limitations that could be imposed on GHG emissions.
Due to potential carbon restriction schemes, our businesses and customer base could suffer negative financial impacts over time as a result of increased energy, environmental and other costs to comply with GHG emissions limitations.
If available control technologies could not technically achieve a 72% mercury reduction rate, the facilities must propose alternative mercury reduction measures.
In the Mercury Reduction Plan, facilities evaluated if available control technologies could technically achieve a 72% mercury reduction rate. If available control technologies could not technically achieve a 72% mercury reduction rate, the facilities must propose alternative mercury reduction measures.
However, we have taken a number of actions to reduce pension and healthcare benefits costs, including proactively renegotiating lower healthcare premiums, negotiating progressive labor agreements, transferring responsibility for healthcare benefits for various groups of retirees to VEBAs, offering voluntary lump-sum 10 | CLF 2024 FORM 10-K Table of Contents settlements to pension plan participants and lowering retiree benefit costs for salaried employees.
However, we have taken a number of actions to reduce pension and healthcare benefits costs, including proactively renegotiating lower healthcare premiums, negotiating progressive labor agreements, transferring responsibility for healthcare benefits for various groups of retirees to VEBAs, offering voluntary lump-sum settlements to pension plan participants and lowering retiree benefit costs for salaried employees.
In addition to benefiting from our exposure to consumers’ strong demand for larger vehicles, these vehicles also typically contain a higher volume of steel than smaller sedans and compact cars, providing us the opportunity to sell a higher volume of our steel products. Automotive manufacturers continue to explore opportunities to develop vehicles that are lighter in weight.
In addition to benefiting from our exposure to consumers’ strong demand for larger vehicles, these vehicles also typically contain a higher volume of steel than smaller sedans and compact cars, providing us the opportunity to sell a higher volume of our steel products. 7 | CLF 2025 FORM 10-K Table of Contents Automotive manufacturers continue to explore opportunities to develop vehicles that are lighter in weight.
There is no other family relationship between any of our executive officers or between any of our executive officers and any of our directors. 17 | CLF 2024 FORM 10-K Table of Contents
There is no other family relationship between any of our executive officers or between any of our executive officers and any of our directors. 16 | CLF 2025 FORM 10-K Table of Contents
The laws and regulations noted above, as well as other applicable laws and regulations, or the manner in which they are interpreted or enforced, may require us to make material investments in the form of additional processes, training and capital, among other things.
The laws and regulations noted above, as well as other applicable laws and regulations, or the manner in which they are interpreted or enforced, may adversely impact our earnings by increasing our costs and may require us to make material investments in the form of additional processes, training and capital, among other things.
Refer to Part I - Item 2. Properties for additional information. STEEL SCRAP We own the assets of FPT, which provides us sourcing and processing capabilities for both prime and obsolete scrap.
Refer to Part I - Item 2. Properties for additional information regarding our coal mining and cokemaking operations. STEEL SCRAP We own the assets of FPT, which provides us sourcing and processing capabilities for both prime and obsolete scrap.
While these estimated consumption amounts are presented to give a general sense of raw material and energy consumption used in our steel production, substantial variations may occur. 13 | CLF 2024 FORM 10-K Table of Contents IRON ORE We own or co-own five active iron ore mines in Minnesota and Michigan.
While these estimated consumption amounts are presented to give a general sense of raw material and energy consumption used in our steel production, substantial variations may occur. IRON ORE We own or co-own five active iron ore mines in Minnesota and Michigan.
Terry Fedor 60 Executive Vice President, Operations (October 2022 – present); Executive Vice President, Operations, East (September 2021 – October 2022); Executive Vice President, Chief Operating Officer, Steel Mills (March 2020 – September 2021); and Executive Vice President, Operations (February 2019 – March 2020).
Terry Fedor 61 Executive Vice President, Engineering & Technology (October 2025 – present); Executive Vice President, Operations (October 2022 – October 2025); Executive Vice President, Operations, East (September 2021 – October 2022); Executive Vice President, Chief Operating Officer, Steel Mills (March 2020 – September 2021); and Executive Vice President, Operations (February 2019 – March 2020).
The process to produce one ton of raw steel (generally defined as a carbon slab) requires approximately 1.4 net tons of iron ore pellets and/or HBI pellet equivalents, 0.3 to 0.4 net tons of coke and 0.3 net tons of steel scrap or scrap substitutes.
The process to 12 | CLF 2025 FORM 10-K Table of Contents produce one ton of raw steel (generally defined as a carbon slab) requires approximately 1.4 net tons of iron ore pellets and/or HBI pellet equivalents, 0.3 to 0.4 net tons of coke and 0.3 net tons of steel scrap or scrap substitutes.
PRODUCTS AND MARKETS 2024 Product Mix (By Revenue) Primary Products ◦ HOT-ROLLED ◦ STAINLESS AND ELECTRICAL ◦ OTHER ◦ COLD-ROLLED ◦ Scrap ◦ COATED ◦ GOES ◦ Iron Ore ◦ Aluminized ◦ NOES ◦ HBI ◦ Electrogalvanized ◦ Auto Chrome ◦ Coal ◦ Galvalume ◦ PLATE ◦ Coke ◦ Galvanneal ◦ SLAB AND OTHER STEEL PRODUCTS ◦ NON-STEELMAKING ◦ Hot-dipped Galvanized ◦ Stamped Components ◦ Slab ◦ Tool and Die ◦ Rail ◦ Tubing ◦ Blooms ◦ Cast Ingots 7 | CLF 2024 FORM 10-K Table of Contents As a fully integrated steel enterprise, we have a comprehensive portfolio of steel solutions.
Properties for additional information. 6 | CLF 2025 FORM 10-K Table of Contents PRODUCTS AND MARKETS 2025 Product Mix (By Revenue) Primary Products as of December 31, 2025 ◦ HOT-ROLLED ◦ STAINLESS AND ELECTRICAL ◦ OTHER ◦ COLD-ROLLED ◦ Scrap ◦ COATED ◦ GOES ◦ Iron Ore ◦ Aluminized ◦ NOES ◦ HBI ◦ Electrogalvanized ◦ Auto Chrome ◦ Coal ◦ Galvalume ◦ PLATE ◦ Coke ◦ Galvanneal ◦ SLAB AND OTHER STEEL PRODUCTS ◦ NON-STEELMAKING ◦ Hot-dipped Galvanized ◦ Stamped Components ◦ Tool and Die ◦ Tubing As a fully integrated steel enterprise, we have a comprehensive portfolio of steel solutions.
DIVERSITY, EQUITY AND INCLUSION We continue to foster a culture of diversity, equity and inclusion at Cliffs. Through our OneCliffs Way of Doing Business (our Code of Business Conduct and Ethics), we outline our Core Values, which include Trust, Respect and Open Communication. To us, this means encouraging and accepting different views and supporting an inclusive workplace.
POSITIVE WORKPLACE CULTURE Through our OneCliffs Way of Doing Business (our Code of Business Conduct and Ethics), we outline our Core Values, which include Trust, Respect and Open Communication. To us, this means encouraging and accepting different views and supporting an inclusive workplace.
Import levels are also affected to varying degrees by the relative level of steel production in China and other countries, the strength of demand for steel outside the U.S., and the relative strength or weakness of the U.S. dollar against various foreign currencies. Imports of finished steel into the U.S. accounted for 23% of domestic steel market consumption in 2024.
Import levels are also affected to varying degrees by the relative level of steel production in China and other countries, the strength of demand for steel outside the U.S., and the relative strength or weakness of the U.S. dollar against various foreign currencies.
CLIMATE CHANGE AND GREENHOUSE GAS REGULATIONS Continued attention to issues concerning climate change, the role of human activity in affecting climate change, and potential mitigation through regulation and legislation may have a material impact on our customers and suppliers, our operations and financial results in the future. Policymakers are evaluating or developing carbon regulation at all levels of government.
CLIMATE CHANGE AND GREENHOUSE GAS REGULATIONS Continued attention to issues concerning climate change, the role of human activity in affecting climate change, and potential mitigation through regulation and legislation may have a material impact on our customers and suppliers, our operations and our financial results in the future.
These materials may be obtained electronically by accessing the SEC’s home page at www.sec.gov . We use our website, www.clevelandcliffs.com , as a channel for routine distribution of important information, including news releases, investor presentations and financial information.
The SEC maintains a website that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC. These materials may be obtained electronically by accessing the SEC’s home page at www.sec.gov . We use our website, www.clevelandcliffs.com , as a channel for routine distribution of important information, including news releases, investor presentations and financial information.
Some of our operations also use self-generated coke oven gas and/or blast furnace gas to produce electricity, which is an environmentally-friendly practice that also reduces our need to purchase electricity from external sources.
In deregulated markets, we purchase the majority of our electricity in the day-ahead market. Some of our operations also use self-generated coke oven gas and/or blast furnace gas to produce electricity, which is an environmentally-friendly practice that also reduces our need to purchase electricity from external sources.
It includes any sales of raw materials and semi-finished and finished goods, including iron ore pellets, coal, coke, HBI, scrap, slab and other steel products. FPT is one of the largest processors of prime scrap in the U.S.
STEEL PRODUCERS MARKET The steel producers market represents third-party sales to other steel producers, including those who operate blast furnaces and EAFs. It includes any sales of raw materials and semi-finished and finished goods, including iron ore pellets, coal, coke, HBI, scrap, slab and other steel products. FPT is one of the largest processors of prime scrap in the U.S.
Progress toward achieving our objectives is accomplished through a focus on proactive sustainable safety initiatives, and results are measured against established industry and Company benchmarks, including our Company-wide Total Reportable Incident Rate. During 2024, our Total Reportable Incident Rate (including contractors) was 0.9 per 200,000 hours worked.
Progress toward achieving our objectives is accomplished through a focus on proactive sustainable safety initiatives, and results are measured against established industry and Company benchmarks, including our Company-wide Total Reportable Incident Rate.
We have an annual capacity of 1.9 million metric tons of HBI. COKE AND COAL We own five active cokemaking facilities, three of which are located within our Burns Harbor, Lake Erie and Hamilton facilities.
We have an annual capacity of 1.9 million metric tons of HBI. Refer to Part I - Item 2. Properties for additional information regarding our HBI operations. COKE AND COAL We own five active cokemaking facilities, three of which are located within our Burns Harbor, Lake Erie and Hamilton facilities.
The price of busheling scrap, a necessary input for flat-rolled steel production in EAFs in the U.S., averaged $429 per long ton during 2024, a 12% decrease from the prior year, but remained well above the historical ten-year average of approximately $400 per long ton.
The price of busheling scrap, a necessary input for flat-rolled steel production in EAFs in the U.S., averaged $424 per long ton during 2025, which remained well above the historical ten-year average of approximately $385 per long ton.
We believe our exposure can be reduced by numerous factors, including engaging with relevant stakeholders and policymakers on potential GHG regulation and legislation; emissions reduction opportunities, such as energy efficiency, industrial electrification of process heating, carbon capture, utilization and sequestration, renewable energy and fuel flexibility, such as hydrogen; and other efficiency-improving material inputs, products and technologies.
We believe our exposure can be reduced by numerous factors, including engaging with relevant stakeholders and policymakers on potential GHG regulation and legislation and emissions reduction opportunities, such as energy efficiency, emerging emissions reduction technologies, and other efficiency-improving material inputs, products and technologies.
In July 2016, the EPA published new selenium fish tissue limits and lower lentic and lotic water column concentration criteria, which may someday increase the cost for treatment should the Michigan Department of Environment, Great Lakes and Energy adopt these new standards in lieu of the existing limits required by the Great Lakes Water Quality Initiative.
We are continuing to assess and develop potential cost effective and sustainable selenium treatment technologies. 11 | CLF 2025 FORM 10-K Table of Contents In July 2016, the EPA published new selenium fish tissue limits and lower lentic and lotic water column concentration criteria, which may someday increase the cost for treatment should the Michigan Department of Environment, Great Lakes and Energy adopt these new standards in lieu of the existing limits required by the Great Lakes Water Quality Initiative.
As of December 31, 2024, we employed approximately 30,000 people, with approximately 90% located within the U.S. Over 70% of our workforce are hourly employees, with the vast majority subject to collective bargaining agreements with various labor unions. LABOR RELATIONS Our labor relations philosophy is a cornerstone of our talent strategy.
We believe our employee-centric management philosophy is the key to our success. As of December 31, 2025, we employed approximately 25,000 people, with approximately 90% located within the U.S. Over 70% of our workforce are hourly employees, with the vast majority subject to collective bargaining agreements with various labor unions.
Market pricing can be adversely impacted from foreign competition selling steel products into the U.S. at unfair discounts and the oversupply of steel products within the domestic market from both domestic and foreign competition. In many cases, we use fixed price contracts to reduce volatility from market pricing.
Market pricing can be adversely impacted from foreign competition selling steel products into the U.S. at unfair discounts and the oversupply of steel products within the domestic market from both domestic and foreign competition.
More than 90% of Cliffs’ hourly workforce is represented by three prominent unions — USW, UAW and IAM. The hardworking union-represented men and women of Cliffs are the lifeblood of our Company. Our employees operate and maintain our facilities and are, ultimately, responsible for safely delivering a quality product internally and to our customers.
The hardworking union-represented men and women of Cliffs are the lifeblood of our Company. Our employees operate and maintain our facilities and are, ultimately, responsible for safely delivering a quality product internally and to our customers.
We comply with complex foreign and U.S. laws and regulations, which may include the Foreign Corrupt Practices Act and other anti-bribery laws, the European Union’s General Data Protection Regulation and other U.S. and foreign privacy regulations, and transportation and logistics regulations.
Our businesses are subject to other complex foreign and U.S. laws and regulations, including the Foreign Corrupt Practices Act and other anti-bribery laws, the European Union’s General Data Protection Regulation and other U.S. and foreign privacy regulations, and transportation and logistics regulations.
North American light vehicle production in 2025 and beyond is expected to remain above 15 million units annually. Additionally, the average age of light vehicles on the road in the U.S. is at an all-time high of 12.6 years, which should support demand as older vehicles need to be replaced.
Additionally, the average age of light vehicles on the road in the U.S. is at an all-time high of 12.8 years, which should support demand as older vehicles need to be replaced.
Third-party slab sales are also a large component of sales to this market, which are primarily made under a long-term supply agreement that was initiated in connection with the closing of the AM USA Transaction. Production from our iron ore mines is predominantly consumed by our steelmaking operations.
Third-party slab sales were historically a large component of sales to this market, which were primarily made under a long-term supply agreement that was initiated in connection with the closing of the AM USA Transaction.
Many motors used in EVs being sold in the U.S. today are imported from foreign suppliers, but more local sourcing and manufacturing of motors is expected to occur in the future.
During 2025, the car market saw record EV sales in the United States, with continued increased demand expected during 2026. Many motors used in EVs being sold in the U.S. today are imported from foreign suppliers, but more local sourcing and manufacturing of motors is expected to occur in the future.
Natural gas is procured for our operations utilizing a combination of long-term, annual, quarterly, monthly and spot contracts from various suppliers at market-based pricing. We believe access to low-cost and reliable sources of natural gas is available to meet our operations’ requirements. We purchase electricity for all of our operations in either regulated or deregulated markets.
We believe access to low-cost and reliable sources of natural gas is available to meet our operations’ requirements. We purchase electricity for all of our operations in either regulated or deregulated markets. Due to the distinct nature of the regulated market, we procure electricity through either long-term or annual contracts.
We believe there is an adequate supply of competitively priced electricity to fulfill our requirements. We purchase industrial gases and diesel fuel under long-term contracts with various suppliers.
We believe there is an adequate supply of competitively priced electricity to fulfill our requirements. We purchase industrial gases and diesel fuel under long-term contracts with various suppliers. We believe we have access to adequate supplies of industrial gases and diesel fuel to meet our needs. HUMAN CAPITAL Cliffs has a long, proven history of attracting and retaining exceptional talent.
Additionally, international treaties or agreements, such as the Paris Agreement, may influence legislative and regulatory decisions in the U.S. and Canada.
Policymakers are evaluating, developing or reconsidering carbon regulation at all levels of government. Additionally, international treaties or agreements, such as the Paris Agreement, may influence legislative and regulatory decisions in the U.S. and Canada.
We believe that supplies of additional steel scrap to meet the needs of our steelmaking operations are readily available from outside sources at competitive market prices. OTHER MATERIALS We believe that supplies of chrome, nickel, zinc and other alloys adequate to meet the needs of our steelmaking operations are readily available from outside sources at competitive market prices.
OTHER MATERIALS We believe that supplies of chrome, nickel, zinc and other alloys adequate to meet the needs of our steelmaking operations are readily available from outside sources at competitive market prices. ENERGY We consume a large amount of natural gas, electricity, industrial gases and diesel fuel, which are significant costs to our operations.
Our fixed price contracts provide us stability on a large portion of our business when market pricing is volatile. Price, quality, on-time delivery, customer service, technical expertise, and product innovation are the primary competitive factors in the steel industry and vary in importance according to the product category and customer requirements.
Price, quality, on-time delivery, customer service, technical expertise, and product innovation are the primary competitive factors in the steel industry and vary in importance according to the product category and customer requirements.
The following table presents the percentage of our revenues to each of these markets during the year: Market Primary Products Sold to End Market 2024 2023 Direct automotive Cold-rolled, galvanized, aluminized, NOES and stainless 32 % 36 % Infrastructure and manufacturing Hot-rolled, cold-rolled, galvanized, plate, GOES, stainless and rail 27 % 26 % Distributors and converters All grades of steel 28 % 25 % Steel producers Slab, scrap, iron ore, HBI, coal and coke 13 % 13 % The change in percentages of revenues to each market in 2024, compared to 2023, was driven primarily by the decrease in volumes for our fixed price contracts to the direct automotive market and improved diversification across end markets as a result of the Stelco Acquisition.
The following table presents the percentage of our revenues to each of these markets during the year: Market Primary Products Sold to End Market 2025 2024 Direct automotive Cold-rolled, galvanized, aluminized, NOES and stainless 30 % 32 % Infrastructure and manufacturing Hot-rolled, cold-rolled, galvanized, plate, GOES, stainless and rail 29 % 27 % Distributors and converters All grades of steel 28 % 28 % Steel producers Slab, scrap, iron ore, HBI, coal and coke 13 % 13 % We sell our products principally to customers in North America.
Based on our ownership in these mines, our share of annual rated iron ore production capacity is approximately 29 million long tons, which supplies the vast majority of the iron ore needed for our steelmaking operations.
Accordingly, our ownership share of annual rated iron ore production capacity, as of December 31, 2025, was approximately 20.1 million long tons, which supplies the vast majority of the iron ore needed for our steelmaking operations.
Potential climate-related regulations and legislation that could impact our business include reporting obligations, such as the climate accountability package enacted in California in late 2023, mandatory carbon reductions, carbon 11 | CLF 2024 FORM 10-K Table of Contents pricing mechanisms and trade policies, such as the federal and provincial carbon pricing programs in Canada, the European Union's Carbon Border Adjustment Mechanism (which entered into its transitional phase late in 2023), and climate-related procurement and product labeling requirements.
Potential domestic and international climate-related regulations and legislation that could impact our business include climate-related reporting obligations, mandatory GHG emissions reductions, carbon pricing mechanisms and trade policies, such as the federal and provincial carbon pricing programs in Canada and the European Union's Carbon Border Adjustment Mechanism, and climate-related procurement and product labeling requirements.
In March 2024, the EPA finalized amendments to the integrated iron and steel sector rule that contain numerous new emission limits and work practices for blast furnaces, BOF operations, slag processing and sintering operations. In August 2024, the EPA granted partial reconsideration of the final integrated iron and steel sector rule and expressed its intent to issue technical corrections.
In March 2024, the EPA finalized amendments to the integrated iron and steel sector rule that contain numerous new emission limits and work practices for blast furnaces, BOF operations, slag processing and sintering operations. Lastly, for the coke and lime sectors, the EPA finalized new limits and other requirements in May 2024 and July 2024, respectively.
Additionally, included within our Tilden future capital plan is approximately $32 million for the construction of Tilden's portion of the required infrastructure. We are continuing to assess and develop potential cost effective and sustainable selenium treatment technologies.
Additionally, included within our Tilden future capital plan is approximately $32 million for the construction of Tilden's portion of the required infrastructure.
As a leading supplier of steel to the automotive industry in North America, it is important that we maintain our world-class research and development team to expand our capabilities and bring new steel products to the marketplace.
As part of our underlying strategy to maintain and improve our product, service and technical capabilities, research and innovation spend totaled $22 million and $27 million in 2025 and 2024, respectively. 8 | CLF 2025 FORM 10-K Table of Contents As a leading supplier of steel to the automotive industry in North America, it is important that we maintain our world-class research and development team to expand our capabilities and bring new steel products to the marketplace.
The price for domestic HRC, the most significant index in driving the revenues and profitability of our Steelmaking segment, averaged $772 per net ton for 2024, compared to $906 per net ton in 2023.
The price for domestic HRC, the most significant index in driving the revenues and profitability of our Steelmaking segment, averaged $851 per net ton for 2025, compared to $772 per net ton for 2024. The significant increase was primarily driven by the implementation of steel tariffs, which help support domestic steel pricing and increase demand for domestically produced steel.
The additional capacity from domestic EAF competition could displace imports as the U.S. is still the largest net importer of steel in the world, and domestically produced steel is generally more environmentally friendly than imported steel. Domestic steel producers can face significant competition from foreign producers.
The additional capacity from domestic EAF competition could displace imports as the U.S. remains the largest net importer of steel in the world, and steel tariffs implemented by President Trump should support healthy demand for domestically produced steel for years to come. Domestic steel producers can face significant competition from foreign producers.
Additionally, we closely monitor developments at the state and federal levels that could impact electricity availability or cost and incorporate such changes into our electricity supply strategy in order to maintain reliable, low-cost supply. We also are currently contracting for the increased use of renewable energy to complement our existing supply, which is anticipated to reduce our emissions profile.
Additionally, we closely monitor developments at the state and federal levels that could impact electricity 13 | CLF 2025 FORM 10-K Table of Contents availability or cost and incorporate such changes into our electricity supply strategy, such as the use of renewable energy, as part of our efforts to maintain reliable, low-cost supply.
Construction of a water treatment system for both facilities is anticipated to begin in 2028, and the system is anticipated to be operational in 2030.
SELENIUM DISCHARGE REGULATION In Michigan, our Empire and Tilden mines have implemented compliance plans to manage selenium according to applicable permit conditions. Construction of a water treatment system for both facilities is anticipated to begin in 2028, and the system is anticipated to be operational in 2030.
Our scrap presence has developed further since acquiring FPT as we have leveraged our long-standing flat-rolled automotive and other customer relationships into recycling partnerships. Our steelmaking operations consume a large portion of the ferrous scrap processed by FPT. We also have third-party sales of ferrous and non-ferrous scrap.
Our steelmaking operations consume a large portion of the ferrous scrap processed by FPT. We also have third-party sales of ferrous and non-ferrous scrap.
ENERGY We consume a large amount of natural gas, electricity, industrial gases and diesel fuel, which are significant costs to our operations. The majority of our energy requirements are purchased from outside sources. Access to long-term, low-cost sources of energy in various forms is critically important to our operations.
The majority of our energy requirements are purchased from outside sources. Access to long-term, low-cost sources of energy in various forms is critically important to our operations. Natural gas is procured for our operations utilizing a combination of long-term, annual, quarterly, monthly and spot contracts from various suppliers at market-based pricing.
Some of these contracts have a surcharge mechanism that passes through certain changes in input costs. The remaining portion of our flat-rolled steel shipments are sold based on the spot market at prevailing market prices or under contracts that involve variable pricing that is tied to an independently published steel index.
The remaining portion of our flat-rolled steel shipments are sold based on the spot market at prevailing market prices or under contracts that involve variable pricing that is tied to an independently published steel index. AUTOMOTIVE MARKET We specialize in manufacturing difficult-to-produce and high-quality steel products with demanding delivery performance and first-class customer technical support.
This positive partnership with our unions helps us remain competitive for talent and protects our customers and their supply chains from disruptions due to labor disagreements. TALENT RETENTION We believe that our future success largely depends upon our continued ability to attract and retain a highly skilled workforce.
TALENT RETENTION We believe that our future success largely depends upon our continued ability to attract and retain a highly skilled workforce.

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

6 edited+1 added−13 removed5 unchanged
Biggest changeDiscovery was completed, and the parties filed cross-motions for summary judgment. On October 8, 2024, the Bankruptcy Court issued an order granting and denying parts of the cross-motions. On February 14, 2025, Mesabi Metallics' motion for the case to be withdrawn from the Bankruptcy Court and proceed in the United States District Court for the District of Delaware was granted.
Biggest changeDiscovery was completed, and the parties filed cross-motions for summary judgment. On October 8, 2024, the Bankruptcy Court issued an order granting and denying parts of the cross-motions.
Mesabi Metallics seeks to hold the defendants jointly and severally liable for, among other things, antitrust damages and injunctive relief. The parties filed various dispositive motions on certain of the claims, including a motion for partial summary judgment to settle a dispute over real estate transactions between Cliffs Minnesota Land and Glacier Park Iron Ore Properties LLC ("GPIOP").
Mesabi Metallics seeks to hold the defendants jointly and severally liable for, among other things, antitrust damages and injunctive relief. The parties filed various dispositive motions on certain of the claims, including a motion for partial summary judgment to settle a dispute over real estate transactions between Cliffs Minnesota Land and Glacier Park Iron Ore Properties LLC (“GPIOP”).
Mesabi Metallics amended its complaint to add additional defendants, including, among others, our subsidiary, Cleveland-Cliffs Minnesota Land Development Company LLC ("Cliffs Minnesota Land"), and to add additional claims, including avoidance and recovery of unauthorized post-petition transfers of real estate interests, claims disallowance, civil contempt and declaratory relief.
Mesabi Metallics amended its complaint to add additional defendants, including, among others, our subsidiary, Cleveland-Cliffs Minnesota Land Development Company LLC (“Cliffs Minnesota Land”), and to add additional claims, including avoidance and recovery of unauthorized post-petition transfers of real estate interests, claims disallowance, civil contempt and declaratory relief.
Certain of our acquired subsidiaries have been named as defendants, among many other named defendants, in numerous lawsuits filed since 1990 claiming injury allegedly resulting from 41 | CLF 2024 FORM 10-K Table of Contents exposure to asbestos. Similar lawsuits seeking monetary relief continue to be filed in various jurisdictions in the U.S., which cases are vigorously defended.
Certain of our acquired subsidiaries have been named as defendants, among many other named defendants, in numerous lawsuits filed since 1990 claiming injury allegedly resulting from exposure to asbestos. Similar lawsuits seeking monetary relief continue to be filed in various jurisdictions in the U.S., which cases are vigorously defended.
On September 7, 2017, Mesabi Metallics Company LLC (f/k/a Essar Steel Minnesota LLC) ("Mesabi Metallics") filed a complaint against Cleveland-Cliffs Inc. in the Essar Steel Minnesota LLC and ESML Holdings Inc. bankruptcy proceeding in the United States Bankruptcy Court, District of Delaware (the "Bankruptcy Court").
ITEM 3. LEGAL PROCEEDINGS LEGAL PROCEEDINGS RELATING TO OUR BUSINESS Mesabi Metallics Adversary Proceeding . On September 7, 2017, Mesabi Metallics Company LLC (f/k/a Essar Steel Minnesota LLC) (“Mesabi Metallics”) filed a complaint against Cleveland-Cliffs Inc. in the Essar Steel Minnesota LLC and ESML Holdings Inc. bankruptcy proceeding in the United States Bankruptcy Court, District of Delaware (the “Bankruptcy Court”).
We continue to believe the claims asserted against us are without merit, and we intend to continue vigorously defending against all remaining claims in the lawsuit . U. S. Steel – Nippon Steel Litigation. On January 6, 2025, U. S. Steel, Nippon Steel Corporation and Nippon Steel North America, Inc.
We continue to believe the claims asserted against us are without merit, and we intend to continue vigorously defending against all remaining claims in the lawsuit. Certain Legacy Legal Proceedings Relating to our Steel Operations.
Removed
ITEM 3. LEGAL PROCEEDINGS LEGAL PROCEEDINGS RELATING TO OUR BUSINESS JSW Steel Litigation. On June 8, 2021, JSW Steel filed a complaint against Cleveland-Cliffs Inc., AK Steel Holding Corporation (now known as Cleveland-Cliffs Steel Holding Corporation), Nucor Corporation and U. S. Steel in the United States District Court for the Southern District of Texas.
Added
On February 14, 2025, Mesabi Metallics' motion for the case to be withdrawn from the Bankruptcy Court and proceed in the United States District Court for the District of Delaware (the “District Court”) was granted. On June 3, 2025, the District Court issued an order setting the case for trial in May 2027.
Removed
JSW Steel alleges that the defendants engaged in a group boycott against JSW Steel in violation of federal and Texas antitrust laws by refusing to sell semi-finished steel slabs to JSW Steel, beginning in 2018 and continuing through the filing of the complaint; civil conspiracy among the defendants; and tortious interference with JSW Steel’s contractual rights and business relations involving its vendors and customers.
Removed
JSW Steel’s allegations involve the tariffs and quotas imposed on steel imports by the U.S. government under Section 232 beginning in March 2018, which JSW Steel alleges raised the price of imported slabs, and statements made to the U.S. government related to exemption requests submitted by JSW Steel in 2018 and 2021.
Removed
JSW Steel further claims that this alleged anticompetitive conduct negatively impacted JSW Steel’s costs, production and revenues and prevented it from pursuing expansion plans at its Ohio and Texas facilities that would compete with the defendants.
Removed
JSW Steel is seeking to hold the defendants jointly and severally liable for treble damages in an amount in excess of $500 million and other relief. On February 17, 2022, the district court granted the defendants' Motions to Dismiss in their entirety and dismissed all of JSW's claims with prejudice.
Removed
On March 16, 2022, JSW filed a notice of appeal to the United States Court of Appeals for the Fifth Circuit, and oral arguments on the appeal were held on February 6, 2023. We continue to believe the claims asserted against us are without merit, and we are vigorously defending against them . Mesabi Metallics Adversary Proceeding.
Removed
(together with Nippon Steel Corporation, "Nippon Steel") filed a complaint in the United States District Court for the Western District of Pennsylvania against Cleveland-Cliffs Inc., Lourenco Goncalves and David McCall, the International President of the USW. The plaintiffs' lawsuit was filed in the immediate aftermath of former President Biden's issuance of an executive order blocking a proposed merger of U.
Removed
S. Steel and Nippon Steel on national security grounds. The plaintiffs allege that the defendants have entered into an unlawful agreement to oppose the sale of U. S. Steel to any buyer other than Cliffs. The plaintiffs also allege that Cliffs and Mr.
Removed
Goncalves, with the assistance and support of the USW, have monopolized or attempted to monopolize the markets for NOES, GOES, iron ore pellets and exposed automotive steel in North America in violation of federal antitrust laws. The plaintiffs further allege that the defendants violated and conspired to violate federal anti-racketeering laws by pursuing their alleged scheme to force U. S.
Removed
Steel into an acquisition by Cliffs and monopolize the aforementioned markets. Finally, the plaintiffs allege that the defendants' speech and actions against U. S. Steel's proposed acquisition by Nippon Steel constitutes tortious interference with existing and prospective business relations.
Removed
In addition to their claims for monetary relief, which include claims for treble and punitive damages, the plaintiffs have sought a preliminary injunction enjoining the defendants' alleged activities against the plaintiffs' proposed merger.
Removed
At a hearing held on January 17, 2025, we successfully opposed the plaintiffs' motion to expedite proceedings, and the court entered a schedule for the parties to brief motions to dismiss the four counts in the plaintiffs' complaint that are the subject of the plaintiffs' motion for a preliminary injunction.
Removed
The defendants moved to dismiss these counts on February 4, 2025, and a hearing on the motions is expected to be held on March 12, 2025. We believe the claims asserted against us are without merit, and we are vigorously defending against them. Certain Legacy Legal Proceedings Relating to our Steel Operations.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+0 added−0 removed2 unchanged
Biggest changeReturn % — 77.46 49.52 (26.00) 26.75 (53.97) Cumulative $ 100.00 177.46 265.34 196.35 248.87 114.55 S&P 500 Index Return % — 18.39 28.68 (18.13) 26.26 25.00 Cumulative $ 100.00 118.39 152.34 124.72 157.47 196.84 S&P Metals and Mining Select Industry Index Return % — 15.97 34.94 13.12 21.51 (4.55) Cumulative $ 100.00 115.97 156.49 177.02 215.10 205.31 S&P MidCap 400 Index Return % — 13.65 24.73 (13.10) 16.39 13.89 Cumulative $ 100.00 113.65 141.76 123.19 143.38 163.30 43 | CLF 2024 FORM 10-K Table of Contents ISSUER PURCHASES OF EQUITY SECURITIES The following table presents information with respect to repurchases by the Company of our common shares during the periods indicated: Period Total Number of Shares (or Units) Purchased 1 Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet be Purchased Under the Plans or Programs 2 October 1 - 31, 2024 4,592 $ 12.43 — $ 1,375,931,379 November 1 - 30, 2024 353 12.58 — $ 1,375,931,379 December 1 - 31, 2024 730 12.31 — $ 1,375,931,379 Total 5,675 $ 12.42 — 1 All shares were delivered to us to satisfy tax withholding obligations due upon the vesting or payment of stock awards. 2 On April 22, 2024, we announced that our Board of Directors authorized a program to repurchase our outstanding common shares in the open market or in privately negotiated transactions, which may include purchases pursuant to Rule 10b5-1 plans or accelerated share repurchases, up to a maximum of $1.5 billion.
Biggest changeReturn % — 49.52 (26.00) 26.75 (53.97) 41.28 Cumulative $ 100.00 149.52 110.64 140.24 64.55 91.20 S&P 500 Index Return % — 28.68 (18.13) 26.26 25.00 17.86 Cumulative $ 100.00 128.68 105.35 133.01 166.26 195.95 S&P Metals and Mining Select Industry Index Return % — 34.94 13.12 21.51 (4.55) 83.46 Cumulative $ 100.00 134.94 152.64 185.47 177.03 324.78 S&P MidCap 400 Index Return % — 24.73 (13.10) 16.39 13.89 7.48 Cumulative $ 100.00 124.73 108.39 126.16 143.68 154.43 41 | CLF 2025 FORM 10-K Table of Contents ISSUER PURCHASES OF EQUITY SECURITIES The following table presents information with respect to repurchases by the Company of our common shares during the periods indicated: Period Total Number of Shares (or Units) Purchased 1 Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet be Purchased Under the Plans or Programs 2 October 1 - 31, 2025 588 $ 12.30 — $ 1,375,931,379 November 1 - 30, 2025 17,856 7.91 — $ 1,375,931,379 December 1 - 31, 2025 4,120 12.41 — $ 1,375,931,379 Total 22,564 $ 8.85 — 1 All shares were delivered to us to satisfy tax withholding obligations due upon the vesting or payment of stock awards. 2 On April 22, 2024, we announced that our Board of Directors authorized a program to repurchase our outstanding common shares in the open market or in privately negotiated transactions, which may include purchases pursuant to Rule 10b5-1 plans or accelerated share repurchases, up to a maximum of $1.5 billion.
The values of each investment are based on price change plus reinvestment of all dividends reported to shareholders, based on monthly granularity. 2019 2020 2021 2022 2023 2024 Cleveland-Cliffs Inc.
The values of each investment are based on price change plus reinvestment of all dividends reported to shareholders, based on monthly granularity. 2020 2021 2022 2023 2024 2025 Cleveland-Cliffs Inc.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES STOCK EXCHANGE INFORMATION Our common shares (ticker symbol CLF) are listed on the NYSE (New York Stock Exchange). HOLDERS At February 25, 2025, we had 2,458 shareholders of record.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES STOCK EXCHANGE INFORMATION Our common shares (ticker symbol CLF) are listed on the NYSE (New York Stock Exchange). HOLDERS At February 9, 2026, we had 2,466 shareholders of record.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

80 edited+39 added−44 removed67 unchanged
Biggest changeUncertainties and risk factors that could affect our future performance and cause results to differ from the forward-looking statements in this report include, but are not limited to: • continued volatility of steel, scrap metal and iron ore market prices, which directly and indirectly impact the prices of the products that we sell to our customers; 60 | CLF 2024 FORM 10-K Table of Contents • uncertainties associated with the highly competitive and cyclical steel industry and our reliance on the demand for steel from the automotive industry; • potential weaknesses and uncertainties in global economic conditions, excess global steelmaking capacity and production, prevalence of steel imports, reduced market demand and oversupply of iron ore; • severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges of one or more of our major customers, key suppliers or contractors, which, among other adverse effects, could disrupt our operations or lead to reduced demand for our products, increased difficulty collecting receivables, and customers and/or suppliers asserting force majeure or other reasons for not performing their contractual obligations to us; • risks related to U.S. government actions and other countries' reactions with respect to Section 232, the USMCA and/or other trade agreements, tariffs, treaties or policies, as well as the uncertainty of obtaining and maintaining effective antidumping and countervailing duty orders to counteract the harmful effects of unfairly traded imports; • impacts of existing and increasing governmental regulation, including actual and potential environmental regulations relating to climate change and carbon emissions, and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorizations of, or from, any governmental or regulatory authority and costs related to implementing improvements to ensure compliance with regulatory changes, including potential financial assurance requirements, and reclamation and remediation obligations; • potential impacts to the environment or exposure to hazardous substances resulting from our operations; • our ability to maintain adequate liquidity, our level of indebtedness and the availability of capital could limit our financial flexibility and cash flow necessary to fund working capital, planned capital expenditures, acquisitions, and other general corporate purposes or ongoing needs of our business, or to repurchase our common shares; • our ability to reduce our indebtedness or return capital to shareholders within the currently expected timeframes or at all; • adverse changes in credit ratings, interest rates, foreign currency rates and tax laws; • challenges to successfully implementing our business strategy to achieve operating results in line with our guidance; • the outcome of, and costs incurred in connection with, lawsuits, claims, arbitrations or governmental proceedings relating to commercial and business disputes, antitrust claims, environmental matters, government investigations, occupational or personal injury claims, property-related matters, labor and employment matters, or suits involving legacy operations and other matters; • supply chain disruptions or changes in the cost, quality or availability of energy sources, including electricity, natural gas and diesel fuel, critical raw materials and supplies, including iron ore, industrial gases, graphite electrodes, scrap metal, chrome, zinc, other alloys, coke and metallurgical coal, and critical manufacturing equipment and spare parts; • problems or disruptions associated with transporting products to our customers, moving manufacturing inputs or products internally among our facilities, or suppliers transporting raw materials to us; • the risk that the cost or time to implement a strategic or sustaining capital project may prove to be greater than originally anticipated; • our ability to consummate any public or private acquisition transactions and to realize any or all of the anticipated benefits or estimated future synergies, as well as to successfully integrate any acquired businesses into our existing businesses; • uncertainties associated with natural or human-caused disasters, adverse weather conditions, unanticipated geological conditions, critical equipment failures, infectious disease outbreaks, tailings dam failures and other unexpected events; • cybersecurity incidents relating to, disruptions in, or failures of, information technology systems that are managed by us or third parties that host or have access to our data or systems, including the loss, theft or corruption of our or third parties' sensitive or essential business or personal information and the inability to access or control systems; • liabilities and costs arising in connection with any business decisions to temporarily or indefinitely idle or permanently close an operating facility or mine, which could adversely impact the carrying value of associated assets and give rise to impairment charges or closure and reclamation obligations, as well as uncertainties associated with restarting any previously idled operating facility or mine; • our ability to realize the anticipated synergies or other expected benefits of the Stelco Acquisition, as well as the impact of additional liabilities and obligations incurred in connection with the Stelco Acquisition; • our level of self-insurance and our ability to obtain sufficient third-party insurance to adequately cover potential adverse events and business risks; • uncertainties associated with our ability to meet customers’ and suppliers’ decarbonization goals and reduce our GHG emissions in alignment with our own announced targets; • challenges to maintaining our social license to operate with our stakeholders, including the impacts of our operations on local communities, reputational impacts of operating in a carbon-intensive industry that produces GHG emissions, and our ability to foster a consistent operational and safety track record; 61 | CLF 2024 FORM 10-K Table of Contents • our actual economic mineral reserves or reductions in current mineral reserve estimates, and any title defect or loss of any lease, license, option, easement or other possessory interest for any mining property; • our ability to maintain satisfactory labor relations with unions and employees; • unanticipated or higher costs associated with pension and OPEB obligations resulting from changes in the value of plan assets or contribution increases required for unfunded obligations; • uncertain availability or cost of skilled workers to fill critical operational positions and potential labor shortages caused by experienced employee attrition or otherwise, as well as our ability to attract, hire, develop and retain key personnel; and • potential significant deficiencies or material weaknesses in our internal control over financial reporting.
Biggest changeUncertainties and risk factors that could affect our future performance and cause results to differ from the forward-looking statements in this report include, but are not limited to: • continued volatility of steel, scrap metal and iron ore market prices, which directly and indirectly impact the prices of the products that we sell to our customers; • uncertainties associated with the highly competitive and cyclical steel industry and our reliance on the demand for steel from the automotive industry; • potential weaknesses and uncertainties in global economic conditions, excess global steelmaking capacity and production, prevalence of steel imports and reduced market demand; • severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges of one or more of our major customers, key suppliers or contractors, which, among other adverse effects, could disrupt our operations or lead to reduced demand for our products, increased difficulty collecting receivables, and customers and/or suppliers asserting force majeure or other reasons for not performing their contractual obligations to us; • risks related to U.S. and Canadian government actions and other countries' reactions with respect to Section 232, the USMCA and/or other trade agreements, tariffs, treaties or policies, as well as the uncertainty of obtaining and maintaining effective antidumping and countervailing duty orders to counteract the harmful effects of unfairly traded imports; • impacts of extensive governmental regulation, including actual and potential environmental regulations relating to climate change and carbon emissions, and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorizations of, or from, any governmental or regulatory authority and costs related to implementing improvements to ensure compliance with regulatory changes, including potential financial assurance requirements, and reclamation and remediation obligations; • potential impacts to the environment or exposure to hazardous substances resulting from our operations; • our ability to maintain adequate liquidity, our level of indebtedness and the availability of capital could limit our financial flexibility and cash flow necessary to fund working capital, planned capital expenditures, acquisitions, and other general corporate purposes or ongoing needs of our business, or to repurchase our common shares; • our ability to reduce our indebtedness or return capital to shareholders within the currently expected timeframes or at all; • adverse changes in credit ratings, interest rates, foreign currency rates and tax laws; • risks and uncertainties related to our ability to realize the anticipated synergies or other expected benefits of any acquisitions, including the Stelco Acquisition, any potential transaction arising out of our Memorandum of Understanding with POSCO and completing any proposed asset divestiture transactions; • challenges to successfully implementing our business strategy to achieve operating results in line with our guidance; • the outcome of, and costs incurred in connection with, lawsuits, claims, arbitrations or governmental proceedings relating to commercial and business disputes, antitrust claims, environmental matters, government investigations, occupational or personal injury claims, property-related matters, labor and employment matters, mineral royalty disputes, or suits involving legacy operations and other matters; • supply chain disruptions or changes in the cost, quality or availability of energy sources, including electricity, natural gas and diesel fuel, water, critical raw materials and supplies, including iron ore, industrial gases, graphite electrodes, scrap metal, chrome, zinc, other alloys, coke and metallurgical coal, and critical manufacturing equipment and spare parts; • problems or disruptions associated with transporting products to our customers, moving manufacturing inputs or products internally among our facilities, or suppliers transporting raw materials and spare parts to us; • our ability to implement strategic or sustaining capital projects on time and on budget; • uncertainties associated with natural or human-caused disasters, adverse weather conditions, unanticipated geological conditions, critical equipment failures, infectious disease outbreaks, tailings dam failures and other unexpected events; • cybersecurity incidents relating to, disruptions in, or failures of, IT systems that are managed by us or third parties that host or have access to our data or systems, including the loss, theft or corruption of our or third parties' sensitive or essential business or personal information and the inability to access or control systems, as well as emerging risks related to the adoption and regulation of AI; • liabilities and costs arising in connection with business decisions to temporarily or indefinitely idle or permanently close an operating facility or mine, which could adversely impact the carrying value of associated assets and give rise to 58 | CLF 2025 FORM 10-K Table of Contents impairment charges or closure and reclamation obligations, as well as uncertainties associated with resuming production at any previously idled operating facility or mine; • our level of self-insurance and our ability to obtain sufficient third-party insurance to adequately cover potential adverse events and business risks; • uncertainties associated with our ability to meet customers’ and suppliers’ decarbonization goals and reduce our emissions in alignment with our own announced targets; • challenges to maintaining our social license to operate with our stakeholders, including the impacts of our operations on local communities, reputational impacts of operating in a carbon-intensive industry that produces GHG emissions, and our ability to foster a consistent operational and safety track record; • our actual economic mineral reserves or reductions in current mineral reserve estimates, and any title defect or loss of any lease, license, option, easement or other possessory interest for any mining property; • our ability to complete technical and economic studies to determine the potential for economic extraction of rare earth minerals at our mining properties, and the risk that rare-earth extraction at our properties may not be economically viable; • our ability to maintain satisfactory labor relations with unions and our employees; • unanticipated or higher costs associated with pension and OPEB obligations resulting from changes in the value of plan assets or contribution increases required for unfunded obligations, including for multiemployer plan withdrawal liability; • uncertain availability or cost of skilled workers to fill critical operational positions and potential labor shortages caused by experienced employee attrition or otherwise, as well as our ability to attract, hire, develop and retain key personnel; and • potential significant deficiencies or material weaknesses in our internal control over financial reporting.
We intend from time to time to seek to redeem or repurchase our outstanding senior notes with cash on hand, borrowings from existing credit sources or new debt financings and/or exchanges for debt or equity securities, in open market purchases, privately negotiated transactions or otherwise.
We intend from time to time to seek to redeem or repurchase our outstanding senior notes with cash on hand, borrowings from existing credit sources or new debt or equity financings and/or exchanges for debt or equity securities, in open market purchases, privately negotiated transactions or otherwise.
Goodwill is tested on a qualitative or quantitative basis for impairment at the reporting unit level on an annual basis (October 1) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.
Goodwill is tested on a qualitative or quantitative basis for impairment at the reporting unit level on an annual basis (October 1) and between annual tests if a triggering event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.
We intend to maintain a valuation allowance against the deferred tax assets related to these operating losses, unless and until sufficient positive evidence exists to support the realization of such assets. Changes in tax laws and rates also could affect recorded deferred tax assets and liabilities in the future.
We intend to maintain a valuation allowance against the deferred tax assets related to the operating losses in these jurisdictions, unless and until sufficient positive evidence exists to support the realization of such assets. Changes in tax laws and rates also could affect recorded deferred tax assets and liabilities in the future.
Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units and if a quantitative assessment is deemed necessary in determination of the fair value of each reporting unit.
Application of a goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and the determination of the fair value of each reporting unit, if a quantitative assessment is deemed necessary.
We issue standby letters of credit with certain financial institutions in order to support business obligations, including, but not limited to, workers' compensation, operating agreements, employee severance, environmental obligations and insurance. Our ABL Facility agreement contains various financial and other covenants. As of December 31, 2024, we were in compliance with all of our ABL Facility covenants.
We issue standby letters of credit with certain financial institutions in order to support business obligations, including, but not limited to, workers' compensation, operating agreements, employee severance, environmental obligations and insurance. Our ABL Facility agreement contains various financial and other covenants. As of December 31, 2025, we were in compliance with all of our ABL Facility covenants.
As of December 31, 2024, the guarantee of a Guarantor subsidiary with respect to the 5.875% 2027 Senior Notes, the 7.000% 2027 Senior Notes, the 4.625% 2029 Senior Notes, the 6.875% 2029 Senior Notes, the 6.750% 2030 Senior Notes, the 4.875% 2031 Senior Notes, the 7.000% 2032 Senior Notes and the 7.375% 2033 Senior Notes will be automatically and unconditionally released and discharged, and such Guarantor subsidiary’s obligations under the guarantee and the related indentures (the “Indentures”) will be automatically and unconditionally released and discharged, upon the occurrence of any of the following, along with the delivery to the trustee of an officer’s certificate and an opinion of counsel, each stating that all conditions precedent provided for in the applicable Indenture relating to the release and discharge of such Guarantor subsidiary’s guarantee have been complied with: (a) any sale, exchange, transfer or disposition of such Guarantor subsidiary (by merger, consolidation, or the sale of) or the capital stock of such Guarantor subsidiary after which the applicable Guarantor subsidiary is no longer a subsidiary of the Company or the sale of all or substantially all of such Guarantor subsidiary’s assets (other than by lease), whether or not such Guarantor subsidiary is the surviving entity in such transaction, to a person which is not the Company or a subsidiary of the Company; provided that (i) such sale, exchange, transfer or disposition is made in compliance with the applicable Indenture, including the covenants regarding consolidation, merger and sale of assets and, as applicable, dispositions of assets that constitute notes collateral, and (ii) all the obligations of such Guarantor subsidiary under all debt of the Company or its subsidiaries terminate upon consummation of such transaction; (b) designation of any Guarantor subsidiary as an “excluded subsidiary” (as defined in the Indentures); or (c) defeasance or satisfaction and discharge of the Indentures.
As of December 31, 2025, the guarantee of a Guarantor subsidiary with respect to the 4.625% 2029 Senior Notes, the 6.875% 2029 Senior Notes, the 6.750% 2030 Senior Notes, the 4.875% 2031 Senior Notes, the 7.500% 2031 Senior Notes, the 7.000% 2032 Senior Notes, the 7.375% 2033 Senior Notes and the 7.625% 2034 Senior Notes will be automatically and unconditionally released and discharged, and such Guarantor subsidiary’s obligations under the guarantee and the related indentures (the “Indentures”) will be automatically and unconditionally released and discharged, upon the occurrence of any of the following, along with the delivery to the trustee of an officer’s certificate and an opinion of counsel, each stating that all conditions precedent provided for in the applicable Indenture relating to the release and discharge of such Guarantor subsidiary’s guarantee have been complied with: (a) any sale, exchange, transfer or disposition of such Guarantor subsidiary (by merger, consolidation, or the sale of) or the capital stock of such Guarantor subsidiary after which the applicable Guarantor subsidiary is no longer a subsidiary of the Company or the sale of all or substantially all of such Guarantor subsidiary’s assets (other than by lease), whether or not such Guarantor subsidiary is the surviving entity in such transaction, to a person which is not the Company or a subsidiary of the Company; provided that (i) such sale, exchange, transfer or disposition is made in compliance with the applicable Indenture, including the covenants regarding consolidation, merger and sale of assets and, as applicable, dispositions of assets that constitute notes collateral, and (ii) all the obligations of such Guarantor subsidiary under all debt of the Company or its subsidiaries terminate upon consummation of such transaction; (b) designation of any Guarantor subsidiary as an “excluded subsidiary” (as defined in the Indentures); or (c) defeasance or satisfaction and discharge of the Indentures.
Our unconditional purchase obligations include minimum "take or pay" commitments, such as minimum electric power demand charges, minimum coal, diesel and natural gas purchase commitments, minimum railroad transportation commitments and minimum port facility usage commitments. We use surety bonds and letters of credit to provide financial assurance for certain obligations.
Our unconditional purchase obligations include minimum "take or pay" commitments, such as minimum electric power demand charges, minimum coal, coke, diesel, industrial gas and natural gas purchase commitments, minimum railroad transportation commitments and minimum port facility usage commitments. We use surety bonds and letters of credit to provide financial assurance for certain obligations.
We are not obligated to make any repurchases, and the program may be suspended or discontinued at any time. The share repurchase program does not have a specific expiration date. As of December 31, 2024, there was $1.4 billion remaining authorization under the share repurchase program.
We are not obligated to make any repurchases, and the program may be suspended or discontinued at any time. The share repurchase program does not have a specific expiration date. As of December 31, 2025, there was $1.4 billion remaining authorization under the share repurchase program.
As of December 31, 2024, a 1% change in the Canadian dollar foreign currency exchange rate would result in a $9 million change in currency exchange income (expense). Additionally, we engage in routine transactions denominated in foreign currencies, such as the purchases of goods and services.
As of December 31, 2025, a 1% change in the Canadian dollar foreign currency exchange rate would result in a $9 million change in currency exchange income (expense). Additionally, we engage in routine transactions denominated in foreign currencies, such as the purchases of goods and services.
Such redemptions or repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors, and the amounts involved may be material. Refer to NOTE 8 - DEBT AND CREDIT FACILITIES and NOTE 21 - SUBSEQUENT EVENTS for further information on our ABL Facility and debt.
Such redemptions or repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors, and the amounts involved may be material. Refer to NOTE 8 - DEBT AND CREDIT FACILITIES for further information on our ABL Facility and debt.
Refer to NOTE 20 - COMMITMENTS AND CONTINGENCIES for further information on our unconditional purchase obligations, surety bonds and surety-backed letters of credit. NON-GAAP FINANCIAL MEASURES The following provides a description and reconciliation of each of our non-GAAP financial measures to its most directly comparable respective GAAP measure.
Refer to NOTE 20 - COMMITMENTS AND CONTINGENCIES for further information on our unconditional purchase obligations, surety bonds and surety-backed letters of credit. NON-GAAP FINANCIAL MEASURE The following provides a description and reconciliation of our non-GAAP financial measure to its most directly comparable GAAP measure.
The presentation of these measures is not intended to be considered in isolation from, as a substitute for, or as superior to, the financial information prepared and presented in accordance with GAAP. The presentation of these measures may be different from non-GAAP financial measures used by other companies.
The presentation of this measure is not intended to be considered in isolation from, as a substitute for, or as superior to, the financial information prepared and presented in accordance with GAAP. The presentation of this measure may be different from non-GAAP financial measures used by other companies.
A discussion related to our financial condition and results of operations for 2023 as compared to 2022 can be found in Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024.
A discussion related to our financial condition and results of operations for 2024 as compared to 2023 can be found in Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025.
An increase in prevailing interest rates would increase interest expense and interest paid for any outstanding borrowings under our ABL Facility. For example, a 100 basis point change to interest rates under our ABL Facility at the December 31, 2024 borrowing level would result in a change of $16 million to interest expense on an annual basis.
An increase in prevailing interest rates would increase interest expense and interest paid for any outstanding borrowings under our ABL Facility. For example, a 100 basis point change to interest rates under our ABL Facility at the December 31, 2025 borrowing level would result in a change of $5 million to interest expense on an annual basis.
Additionally, the average age of light vehicles on the road in the U.S. is at an all-time high of 12.6 years, surpassing the previous record set in 2023, which should support demand as older vehicles need to be replaced.
The average age of light vehicles on the road in the U.S. is at an all-time high of 12.8 years, surpassing the previous record set in 2024, which should support demand as older vehicles need to be replaced.
The determination of mineral reserves requires us and third-party QPs to make 58 | CLF 2024 FORM 10-K Table of Contents significant estimates and assumptions related to key inputs, including, but not limited to, (1) the determination of the size and scope of the iron ore body through technical modeling, (2) the estimates of future iron ore prices, production costs and capital expenditures, and (3) management’s mine plan for the proven and probable mineral reserves.
The determination of mineral reserves requires us and third-party QPs to make significant estimates and assumptions related to key inputs, including, but not limited to, (1) the determination of the size and scope of the iron ore body through technical modeling, (2) the estimates of future iron ore prices, production costs and capital expenditures, and (3) management’s mine plan for the proven and probable mineral reserves.
Although our actual returns will likely differ from our estimate on any given year, the returns over the long term are expected to match our assumptions. In 2025, our weighted average expected return on assets for pension plans will remain at 7.85% while OPEB plans will decrease from 5.95% to 5.89%.
Although our actual returns will likely differ from our estimate on any given year, the returns over the long term are expected to match our assumptions. In 2026, our weighted average expected return on assets for pension and OPEB plans will remain at 7.85% and 5.89%, respectively.
As of December 31, 2024, we had $271 million of outstanding surety bonds and surety-backed letters of credit. The use of surety bonds and surety-backed letters of credit has no impact on our liquidity. Additionally, as of December 31, 2024, we had $62 million of outstanding letters of credit issued under our ABL Facility, which reduced our availability thereunder.
As of December 31, 2025, we had $278 million of outstanding surety bonds and surety-backed letters of credit. The use of surety bonds and surety-backed letters of credit has no impact on our liquidity. Additionally, as of December 31, 2025, we had $65 million of outstanding letters of credit issued under our ABL Facility, which reduced our availability thereunder.
See NOTE 11 - INCOME TAXES for further information. CASH FLOW, LIQUIDITY AND CAPITAL RESOURCES OVERVIEW Our capital allocation decision-making process is focused on preserving healthy liquidity levels, strengthening our balance sheet, and creating financial flexibility to manage through the cyclical demand for our products and volatility in commodity prices.
CASH FLOW, LIQUIDITY AND CAPITAL RESOURCES OVERVIEW Our capital allocation decision-making process is focused on preserving healthy liquidity levels, strengthening our balance sheet, and creating financial flexibility to manage through the cyclical demand for our products and volatility in commodity prices.
Cash and cash equivalents, which totaled $54 million as of December 31, 2024, include cash on hand and on deposit, as well as short-term securities held for the primary purpose of general liquidity. The combination of cash and availability under our ABL Facility equated to $2.6 billion in liquidity as of December 31, 2024.
Cash and cash equivalents, which totaled $57 million as of December 31, 2025, include cash on hand and on deposit, as well as short-term securities held for the primary purpose of general liquidity. The combination of cash and availability under our ABL Facility equated to $3.3 billion in liquidity as of December 31, 2025.
Any adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period the adjustment arises. VALUATION OF GOODWILL AND OTHER LONG-LIVED ASSETS The valuation of goodwill and other long-lived assets includes various assumptions and are considered critical accounting estimates. Refer to "–Market Risks" above for additional information.
Any adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period the adjustment arises. VALUATION OF GOODWILL AND OTHER LONG-LIVED ASSETS The valuation of goodwill and other long-lived assets includes various assumptions and are considered critical accounting estimates.
As we are fully integrated and have primarily a blast furnace footprint, increased prices for busheling scrap in the U.S. bolster our competitive advantage, as we source the majority of our iron feedstock from our stable-cost mining and pelletizing operations in Minnesota and Michigan.
As we are fully integrated and have primarily a blast furnace footprint, increased prices for busheling scrap in the U.S. bolster our competitive advantage, as we source the majority of our iron feedstock from our stable-cost mining and pelletizing operations in Michigan and Minnesota. During 2025, we continued our cost-cutting efforts, which began in 2023.
The busheling price averaged $429 per long ton during 2024. We expect the supply of busheling scrap to further tighten due to decreasing prime scrap generation from original equipment manufacturers and the growth of EAF capacity in the U.S., reduced metallics import availability, and a push for expanded scrap use globally.
We expect the supply of busheling scrap to further tighten due to decreasing prime scrap generation from original equipment manufacturers and the growth of EAF capacity in the U.S., reduced metallics import availability, and a push for expanded scrap use globally.
Interest payable under our ABL Facility is at a variable rate based upon the applicable base rate plus the applicable base rate margin depending on the excess availability. As of December 31, 2024, we had $1.6 billion outstanding borrowings under our ABL Facility.
Interest payable under our ABL Facility is at a variable rate based upon the applicable base rate plus the applicable base rate margin depending on the excess availability. As of December 31, 2025, we had $452 million outstanding borrowings under our ABL Facility.
Looking forward, we expect domestic steel demand to grow as interest rates have started to decline, steel imports are currently unattractive, other end-user demand is improving, and incremental steel demand stimulated by recent government legislation and manufacturing on-shoring is realized.
Looking forward, we expect domestic steel demand to grow as interest rates have started to decline, steel imports are 43 | CLF 2025 FORM 10-K Table of Contents currently unattractive, other end-user demand is improving, and incremental steel demand stimulated by recent government legislation and manufacturing on-shoring is realized.
To reduce our exposure, we enter into annual, fixed price agreements for certain raw materials. Some of our existing multi-year raw material supply agreements have required minimum purchase quantities. Under adverse economic conditions, those minimums may exceed our needs.
Some customer contracts have fixed pricing terms, which increase our exposure to fluctuations in raw material and energy costs. To reduce our exposure, we enter into annual, fixed price agreements for certain raw materials. Some of our existing multi-year raw material supply agreements have required minimum purchase quantities. Under adverse economic conditions, those minimums may exceed our needs.
If the carrying value of the asset group is higher than its undiscounted net future cash flows, the asset group is measured at fair value and the difference is recorded as a reduction to the long-lived assets. We estimate fair value using a market approach, an income approach or a cost approach.
If the carrying value of the asset group is higher than its undiscounted net future cash flows, the asset group is measured at fair value and the difference is recorded as a reduction to the long-lived assets.
These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses. At December 31, 2024 and 2023, we had a valuation allowance of $388 million and $396 million, respectively, against our deferred tax assets.
These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses. 56 | CLF 2025 FORM 10-K Table of Contents As of December 31, 2025 and 2024, we had a valuation allowance of $394 million and $388 million, respectively, against our deferred tax assets.
FORWARD-LOOKING STATEMENTS This report contains statements that constitute "forward-looking statements" within the meaning of the federal securities laws. As a general matter, forward-looking statements relate to anticipated trends and expectations rather than historical matters. Forward-looking statements are subject to uncertainties and factors relating to our operations and business environment that are difficult to predict and may be beyond our control.
As a general matter, forward-looking statements relate to anticipated trends and expectations rather than historical matters. Forward-looking statements are subject to uncertainties and factors relating to our operations and business environment that are difficult to predict and may be beyond our control.
ADJUSTED EBITDA Adjusted EBITDA from our Steelmaking segment for the year ended December 31, 2024, decreased by $1.1 billion, as compared to 2023, due to the decreased gross margin from our operations. Additionally, our Steelmaking Adjusted EBITDA included $457 million and $549 million of Selling, general and administrative expenses for the years ended December 31, 2024 and 2023, respectively.
ADJUSTED EBITDA Adjusted EBITDA from our Steelmaking segment for the year ended December 31, 2025, decreased by $736 million, as compared to 2024, due to the decreased financial performance from our Steelmaking operations. Additionally, our Steelmaking Adjusted EBITDA included $515 million and $457 million of Selling, general and administrative expenses for the years ended December 31, 2025 and 2024, respectively.
PRICING RISKS In the ordinary course of business, we are exposed to market risk and price fluctuations related to the sale of our products, which are impacted primarily by market prices for HRC and other related spot pricing indices, and the purchase of energy and raw materials used in our operations, which are impacted by market prices for natural gas, electricity, ferrous and stainless steel scrap, metallurgical coal, coke, zinc, chrome, nickel and other alloys.
PRICING RISKS In the ordinary course of business, we are exposed to price fluctuations in both the production and sale of our products. Price fluctuations related to the production of our products are impacted by market prices for natural gas, electricity, ferrous and stainless steel scrap, metallurgical coal, coke, zinc, chrome, nickel and other alloys.
ENVIRONMENTAL AND ASSET RETIREMENT OBLIGATIONS Refer to NOTE 13 - ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS for further information on our environmental and asset retirement obligations. 52 | CLF 2024 FORM 10-K Table of Contents SHARE REPURCHASE PROGRAM On April 22, 2024, our Board of Directors authorized a program to repurchase our outstanding common shares in the open market or in privately negotiated transactions, which may include purchases pursuant to Rule 10b5-1 plans or accelerated share repurchases, up to a maximum of $1.5 billion.
SHARE REPURCHASE PROGRAM On April 22, 2024, our Board of Directors authorized a program to repurchase our outstanding common shares in the open market or in privately negotiated transactions, which may include purchases pursuant to Rule 10b5-1 plans or accelerated share repurchases, up to a maximum of $1.5 billion.
At December 31, 2024 and 2023, the valuation allowance on our U.S. deferred tax assets was $39 million and $40 million, respectively, and the valuation allowance on our foreign deferred tax assets was $349 million and $356 million, respectively.
As of December 31, 2025 and 2024, the valuation allowance on our U.S. deferred tax assets was $47 million and $39 million, respectively, and the valuation allowance on our foreign deferred tax assets was $347 million and $349 million, respectively.
The decrease was primarily due to the decrease in the average steel product selling price of $90 per net ton and a decrease of 0.8 million net tons of steel shipments from our Steelmaking segment. During the year ended December 31, 2024, our consolidated gross margin decreased by $1.3 billion, as compared to 2023.
CONSOLIDATED RESULTS COMPARISON OF 2025 TO 2024 REVENUES AND GROSS MARGIN During the year ended December 31, 2025, our consolidated Revenues decreased by $575 million, as compared to 2024. The decrease was primarily due to the decrease in the average steel product selling price of $76 per net ton as a result of product mix from our Steelmaking segment.
The assumptions used to calculate the fair value of a reporting unit may change from year to year based on operating results, market conditions and other factors. Changes in these assumptions could materially affect the determination of fair value for each reporting unit.
The assumptions used to calculate the fair value of a reporting unit may change based on operating results, market conditions and other factors. Changes in these assumptions could materially affect the determination of fair value for each reporting unit. No impairment charges were identified in connection with our annual goodwill impairment test with respect to our identified reporting units.
Refer to NOTE 14 - FAIR VALUE OF FINANCIAL INSTRUMENTS and NOTE 15 - DERIVATIVE INSTRUMENTS AND HEDGING for further information. INCOME TAXES Our effective tax rate is impacted by state income taxes and permanent items, primarily depletion. It also is affected by discrete items that may occur in any given period but are not consistent from period to period.
INCOME TAXES Our effective tax rate is impacted by state income taxes and permanent items. It also is affected by discrete items that may occur in any given period but are not consistent from period to period.
SUMMARIZED COMBINED FINANCIAL INFORMATION OF THE ISSUER AND GUARANTOR SUBSIDIARIES The following table is summarized combined financial information from the Statements of Condensed Consolidated Financial Position of the obligated group: December 31, (In millions) 2024 Current assets $ 6,463 Non-current assets 11,856 Current liabilities (4,121) Non-current liabilities (9,241) 55 | CLF 2024 FORM 10-K Table of Contents The following table is summarized combined financial information from the Statements of Condensed Consolidated Operations of the obligated group: Year Ended (In millions) December 31, 2024 Revenues $ 18,518 Cost of goods sold (18,530) Loss from continuing operations (710) Net loss (707) Net loss attributable to Cliffs shareholders (707) As of December 31, 2024, the obligated group had the following balances with non-Guarantor subsidiaries and other related parties: December 31, (In millions) 2024 Balances with non-Guarantor subsidiaries: Accounts receivable, net $ 755 Accounts payable (1,279) Balances with other related parties: Accounts receivable, net $ 9 Accounts payable (20) Additionally, for the year ended December 31, 2024, the obligated group had Revenues of $81 million and Cost of goods sold of $66 million, in each case with other related parties.
SUMMARIZED COMBINED FINANCIAL INFORMATION OF THE ISSUER AND GUARANTOR SUBSIDIARIES The following table is summarized combined financial information from the Statements of Condensed Consolidated Financial Position of the obligated group: December 31, (In millions) 2025 Current assets $ 6,198 Non-current assets 11,556 Current liabilities (3,922) Non-current liabilities (8,884) The following table is summarized combined financial information from the Statements of Condensed Consolidated Operations of the obligated group: Year Ended (In millions) December 31, 2025 Revenues $ 16,784 Cost of goods sold (17,470) Loss from continuing operations (1,063) Net loss (1,063) Net loss attributable to Cliffs shareholders (1,063) 52 | CLF 2025 FORM 10-K Table of Contents As of December 31, 2025, the obligated group had the following balances with non-Guarantor subsidiaries and other related parties: December 31, (In millions) 2025 Balances with non-Guarantor subsidiaries: Accounts receivable, net $ 758 Accounts payable (1,069) Balances with other related parties: Accounts receivable, net $ 11 Accounts payable (11) Additionally, for the year ended December 31, 2025, the obligated group had Revenues of $84 million and Cost of goods sold of $73 million, in each case with other related parties.
No impairment charges were identified in connection with our annual goodwill impairment test with respect to our identified reporting units. OTHER LONG-LIVED ASSETS Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable.
OTHER LONG-LIVED ASSETS Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable.
Required contributions are based on minimum funding requirements pursuant to ERISA regulations. We expect to make $69 million in pension contributions and payments in 2025, which is down from $119 million in 2024. The cash requirements for our OPEB plans consist of VEBA contributions and direct payments from corporate assets primarily for medical and drug costs.
The cash requirements for our OPEB plans consist of VEBA contributions and direct payments from corporate assets primarily for medical and drug costs. We expect to make $83 million in OPEB contributions and net payments from corporate assets in 2026, which is down from $86 million in 2025.
Management's Discussion and Analysis of Financial Condition and Results of Operations included in this report discusses our financial condition and results of operations as of and for the years ended December 31, 2024 and 2023.
Refer to NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES for further information. Management's Discussion and Analysis of Financial Condition and Results of Operations included in this report discusses our financial condition and results of operations as of and for the years ended December 31, 2025 and 2024.
The following represents a summary of our tax provision and corresponding effective rates: Year Ended December 31, (In millions) 2024 2023 Income tax benefit (expense) $ 235 $ (148) Effective tax rate 25 % 25 % 49 | CLF 2024 FORM 10-K Table of Contents A reconciliation of our income tax attributable to continuing operations compared to the U.S. federal statutory rate is as follows: Year Ended December 31, (In millions) 2024 2023 Tax at U.S. statutory rate $ (198) 21 % $ 125 21 % Increase (decrease) due to: Percentage depletion in excess of cost depletion (20) 2 (32) (5) Valuation allowance — — 14 2 Unrecognized tax benefits 7 — 7 1 State taxes, net (30) 3 28 5 Federal & state provision to return (4) — (20) (3) Income not subject to tax (10) 1 (11) (2) Goodwill impairment — — 26 4 Other items, net 20 (2) 11 2 Provision for income tax (benefit) expense and effective income tax rate including discrete items $ (235) 25 % $ 148 25 % The increase in income tax benefit in 2024, as compared to income tax expense in 2023, is predominantly related to the decrease in the pre-tax book income year-over-year.
The following represents a summary of our tax provision and corresponding effective rates: Year Ended December 31, (In millions) 2025 2024 Income tax benefit $ 581 $ 236 Effective tax rate 29 % 25 % A reconciliation of our income tax attributable to continuing operations compared to the U.S. federal statutory rate is as follows: Year Ended December 31, (In millions) 2025 2024 Tax at U.S. statutory rate $ (421) 21 % $ (199) 21 % Increase (decrease) due to: Percentage depletion in excess of cost depletion (1) — (20) 2 Unrecognized tax benefits (70) 4 7 — State taxes, net (50) 3 (30) 3 Federal & state provision to return (10) — (4) — Income not subject to tax (10) — (10) 1 Other items, net (19) 1 20 (2) Provision for income tax benefit and effective income tax rate including discrete items $ (581) 29 % $ (236) 25 % See NOTE 11 - INCOME TAXES for further information.
These hypothetical losses would be partially offset by the benefit of lower prices paid for the related commodities. VALUATION OF GOODWILL AND OTHER LONG-LIVED ASSETS GOODWILL We assign goodwill arising from acquired companies to the reporting units that are expected to benefit from the synergies of the acquisition.
VALUATION OF GOODWILL AND OTHER LONG-LIVED ASSETS GOODWILL We assign goodwill arising from acquired companies to the reporting units that are expected to benefit from the synergies of the acquisition.
As a leading supplier of automotive-grade steel in the U.S., we expect to benefit from healthy vehicle production over the coming years. Since 2021, the price for busheling scrap, a necessary input for flat-rolled steel production in EAFs in the U.S., has continued to average well above the prior annual ten-year average of approximately $400 per long ton.
Since 2021, the price for busheling scrap, a necessary input for flat-rolled steel production in EAFs in the U.S., has continued to average well above the prior annual ten-year average of approximately $385 per long ton. The busheling price averaged $424 per long ton during 2025.
The following are sensitivities of potential further changes in these key assumptions on the estimated 2025 pension and OPEB expense and the pension and OPEB obligations as of December 31, 2024: Increase (Decrease) in Expense Increase in Benefit Obligation (In millions) Pension OPEB Pension OPEB Decrease discount rate 0.25% $ 2 $ 1 $ 80 $ 23 Decrease return on assets 1.00% 40 7 N/A N/A Refer to NOTE 9 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS for further information.
The following are sensitivities of potential further changes in these key assumptions on the estimated 2026 pension and OPEB expense and the pension and OPEB obligations as of December 31, 2025: Increase (Decrease) in Expense Increase in Benefit Obligation (In millions) Pension OPEB Pension OPEB Decrease discount rate 0.25% $ 5 $ 1 $ 78 $ 25 Decrease return on assets 1.00% 41 8 N/A N/A Refer to NOTE 9 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS for further information. 57 | CLF 2025 FORM 10-K Table of Contents FORWARD-LOOKING STATEMENTS This report contains statements that constitute "forward-looking statements" within the meaning of the federal securities laws.
Refer to NOTE 9 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS for further information. OTHER NON-OPERATING INCOME (LOSS) During the year ended December 31, 2024, our consolidated Other non-operating income (loss) decreased by $42 million compared to 2023.
Refer to NOTE 9 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS for further information. CHANGES IN FAIR VALUE OF DERIVATIVES, NET During the year ended December 31, 2025, our consolidated Changes in fair value of derivatives, net increased by $4 million compared to 2024.
Information for the non-Guarantor subsidiaries was excluded from the combined summarized financial information of the obligated group. Each Guarantor subsidiary is consolidated by Cleveland-Cliffs Inc. as of December 31, 2024. Refer to Exhibit 22 , incorporated herein by reference, for the detailed list of entities included within the obligated group as of December 31, 2024.
Information for the non-Guarantor subsidiaries was excluded from the combined summarized financial information of the obligated group. 51 | CLF 2025 FORM 10-K Table of Contents Each Guarantor subsidiary is consolidated by Cleveland-Cliffs Inc. as of December 31, 2025.
Our losses in Luxembourg in recent periods represent sufficient negative 59 | CLF 2024 FORM 10-K Table of Contents evidence to require a full valuation allowance against the deferred tax assets in that jurisdiction.
Our losses in Luxembourg and certain Canadian entities in recent periods represent sufficient negative evidence to require a full valuation allowance against the deferred tax assets in those jurisdictions.
LEASE OBLIGATIONS We have future minimum lease payments under noncancellable finance and operating leases. As of December 31, 2024, the current and non-current liabilities for our lease obligations were $113 million and $594 million, respectively. Refer to NOTE 12 - LEASE OBLIGATIONS for further information. POST-RETIREMENT EMPLOYEE BENEFITS We make both required and discretionary pension contributions.
Refer to NOTE 8 - DEBT AND CREDIT FACILITIES for further information on our long-term debt and interest expense. LEASE OBLIGATIONS We have future minimum lease payments under noncancellable finance and operating leases. As of December 31, 2025, the current and non-current liabilities for our lease obligations were $115 million and $569 million, respectively.
During 2024, we continued our cost cutting efforts, which began in 2023, further reducing our year-over-year cost per ton as we worked through higher cost inventory and lower natural gas, coal and alloy costs mitigated any inflationary cost increases.
We further reduced our year-over-year cost per ton as we worked through higher cost inventory, and we experienced lower coal and alloy costs, which helped mitigate the inflationary cost increases we experienced.
STEELMAKING RESULTS COMPARISON OF 2024 TO 2023 The following is a summary of the Steelmaking segment operating results, net of intersegment eliminations, for the years ended December 31, 2024 and 2023 (dollars in millions, except for average selling price and shipments in thousands of net tons): Total Revenue Gross Margin Adjusted EBITDA Steel Shipments (nt) 2023 2024 2023 2024 2023 2024 2023 2024 STEEL PRODUCT REVENUE: GROSS MARGIN %: ADJUSTED EBITDA %: AVERAGE SELLING PRICE PER TON OF STEEL PRODUCTS: $19,237 $16,865 6% —% 9% 4% $1,171 $1,081 47 | CLF 2024 FORM 10-K Table of Contents REVENUE The following tables represent our steel shipments by product and total revenues by market: Year Ended December 31, (In thousands of net tons) 2024 2023 % Change Steel shipments by product: Hot-rolled steel 5,593 5,899 (5) % Cold-rolled steel 2,524 2,389 6 % Coated steel 4,477 4,791 (7) % Stainless and electrical steel 567 682 (17) % Plate 755 899 (16) % Slab and other steel products 1,680 1,772 (5) % Total steel shipments 15,596 16,432 (5) % Year Ended December 31, (In millions) 2024 2023 % Change Steelmaking revenues by market: Direct automotive $ 5,571 $ 7,440 (25) % Infrastructure and manufacturing 5,208 5,612 (7) % Distributors and converters 5,281 5,330 (1) % Steel producers 2,469 2,949 (16) % Total Steelmaking revenues $ 18,529 $ 21,331 (13) % Revenues from our Steelmaking segment decreased by 13% during the year ended December 31, 2024, as compared to the prior year, primarily due to: • A decrease of $1.9 billion, or 25%, in revenues from the direct automotive market, predominantly due to a decrease in demand; • A decrease of $404 million, or 7%, in revenues from the infrastructure and manufacturing market, predominantly due to a decrease in steel index pricing; and • A decrease of $480 million, or 16%, in revenues from the steel producers market, predominantly due to the decrease in pricing indices for slabs and busheling scrap.
We expect to continue our cost-cutting efforts in 2026 and maintain a strong focus on cost discipline for the long term. 44 | CLF 2025 FORM 10-K Table of Contents STEELMAKING RESULTS COMPARISON OF 2025 TO 2024 The following is a summary of the Steelmaking segment operating results, net of intersegment eliminations, for the years ended December 31, 2025 and 2024 (dollars in millions, except for average selling price and shipments in thousands of net tons): Total Revenue Gross Margin Adjusted EBITDA Steel Shipments (nt) 2024 2025 2024 2025 2024 2025 2024 2025 STEEL PRODUCT REVENUE: GROSS MARGIN %: ADJUSTED EBITDA %: AVERAGE SELLING PRICE PER TON OF STEEL PRODUCTS: $16,865 $16,311 —% (5)% 4% —% $1,081 $1,005 REVENUE The following tables represent our steel shipments by product and total revenues by market: Year Ended December 31, (In thousands of net tons) 2025 2024 % Change Steel shipments by product: Hot-rolled steel 6,484 5,593 16 % Cold-rolled steel 2,382 2,524 (6) % Coated steel 4,486 4,477 — % Stainless and electrical steel 552 567 (3) % Plate 863 755 14 % Slab and other steel products 1,462 1,680 (13) % Total steel shipments 16,229 15,596 4 % Year Ended December 31, (In millions) 2025 2024 % Change Steelmaking revenues by market: Direct automotive $ 5,047 $ 5,571 (9) % Infrastructure and manufacturing 5,377 5,208 3 % Distributors and converters 5,195 5,281 (2) % Steel producers 2,334 2,469 (5) % Total Steelmaking revenues $ 17,953 $ 18,529 (3) % Revenues from our Steelmaking segment decreased by $576 million, or 3%, during the year ended December 31, 2025, as compared to the prior year, primarily due to: • A decrease in revenues driven by lower realized revenue rates, predominantly due to product mix (approximately $400 million); • A decrease in revenues driven by inconsistent buying behavior from automotive, service centers and other customers resulting in lower tons sold (approximately $1.2 billion); and • A decrease in revenues driven by permanent closures of the Steelton and Weirton operations due to financial underperformance (approximately $220 million); which was partially offset by 45 | CLF 2025 FORM 10-K Table of Contents • An increase in revenues related to incremental tons sold related to the addition of Stelco, which primarily consists of hot-rolled steel (approximately $1.5 billion).
The available borrowing base is determined by applying customary advance rates to eligible accounts receivable, inventory and certain mobile equipment. Our ABL Facility includes a $555 million sublimit for the issuance of letters of credit and a $200 million sublimit for swingline loans. As of December 31, 2024, outstanding letters of credit totaled $62 million, which reduced availability.
Our ABL Facility includes a $555 million sublimit for the issuance of letters of credit and a $200 million sublimit for swingline loans. As of December 31, 2025, outstanding letters of credit totaled $65 million, which reduced availability under our ABL Facility.
There is a risk, however, that the variable-price mechanisms in the sales contracts may not necessarily change in tandem with the variable-price mechanisms in our purchase agreements, negatively affecting our results of operations and cash flows. 56 | CLF 2024 FORM 10-K Table of Contents Our strategy to address volatile natural gas rates and electricity rates includes improving efficiency in energy usage, identifying alternative providers and utilizing the lowest cost alternative fuels.
There is a risk, however, that the variable-price mechanisms in the sales contracts may not necessarily change in tandem with the variable-price mechanisms in our purchase agreements, negatively affecting our results of operations and cash flows.
North American light vehicle production of 15.4 million units in 2024 was down from 15.7 million units in 2023 and significantly lower than the original expectation to exceed 16 million units.
North American light vehicle production of 15.3 million units in 2025 was down from 15.4 million units in 2024 and remained lower than the five-year pre-COVID level of approximately 17 million units.
During the year ended December 31, 2024, we concluded there were no triggering events resulting in the need for an asset impairment assessment except for the announcement of the indefinite idle of our Weirton tinplate production plant, which resulted in a $79 million asset impairment charge. 57 | CLF 2024 FORM 10-K Table of Contents FOREIGN CURRENCY EXCHANGE RATE RISK We are subject to changes in foreign currency exchange rates primarily as a result of our operations in Canada, which could impact our financial condition.
We estimate fair value using a market approach, an income approach or a cost approach. 54 | CLF 2025 FORM 10-K Table of Contents During the year ended December 31, 2025, we concluded there were no triggering events resulting in the need for an asset impairment assessment except for the announcement of the indefinite idle of our Steelton rail production plant, which resulted in a $39 million asset impairment charge.
IRON ORE MINERAL RESERVES We regularly evaluate, and engage QPs to review and validate, our mineral reserves and update them as required in accordance with Subpart 1300 of Regulation S-K. We perform an in-depth evaluation of our mineral reserve estimates by mine on a periodic basis, in addition to routine annual assessments.
We perform an in-depth evaluation of our mineral reserve estimates by mine on a periodic basis, in addition to routine annual assessments.
Additionally, this resulted in an asset impairment of $79 million for year ended December 31, 2024. ACQUISITION-RELATED COSTS The increase of Acquisition-related costs primarily relates to third-party expenses associated with the Stelco Acquisition in 2024. Refer to NOTE 3 - ACQUISITIONS for further information.
ACQUISITION-RELATED COSTS Acquisition-related costs decreased by $43 million during the year ended December 31, 2025 compared to 2024, primarily reflecting the absence in 2025 of significant third-party costs that were incurred in 2024 in connection with the Stelco Acquisition. Refer to NOTE 3 - ACQUISITIONS for further information.
These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. We have an unconditional option to bypass the qualitative test for any reporting unit in any period and proceed directly to performing the quantitative test.
We have an unconditional option to bypass the qualitative test for any reporting unit in any period and proceed directly to performing the quantitative test.
The following table summarizes the negative effect of a hypothetical change in the fair value of our derivative instruments outstanding as of December 31, 2024, due to a 10% and 25% change in the market price of each of the indicated commodities: (In millions) Commodity Derivative 10% Change 25% Change Natural gas $ 53 $ 133 Electricity 15 37 Any resulting changes in fair value would be recorded as adjustments to AOCI, net of income taxes, or recognized in net earnings, as appropriate.
Our strategy to address price fluctuations related to the selling price of our products has generally been to obtain competitive prices for our products and allow operating results to reflect market price movements dictated by supply and demand; however, from time to time, we also utilize sales swaps to manage our exposure to HRC price fluctuations in the average selling price of our products. 53 | CLF 2025 FORM 10-K Table of Contents The following table summarizes the negative effect of a hypothetical change in the fair value of our derivative instruments outstanding as of December 31, 2025, due to a 10% and 25% change in the market price of each of the indicated commodities: (In millions) Contract Type 10% Change 25% Change Natural gas $ 52 $ 129 Electricity 10 26 HRC 20 49 Any resulting changes in fair value would be recorded as adjustments to AOCI, net of income taxes, or recognized in net earnings, as appropriate.
OVERVIEW Throughout 2024, we continued to position the Company for long-term success and further established ourselves as a leading North America based steel producer. We completed the Stelco Acquisition, which diversifies our end-markets, expands our geographical presence in Canada and incorporates Stelco's industry low-cost structure into our overall asset portfolio.
OVERVIEW Throughout 2025, we continued to position the Company for long-term success and further established ourselves as a leading North America based steel producer, particularly for the automotive industry.
We have the capability to issue additional unsecured notes and, subject to the limitations set forth in our existing senior notes indentures and ABL Facility, additional secured debt, if we elect to access the debt capital markets. On February 6, 2025, we issued $850 million aggregate principal amount of 7.500% Senior Notes due 2031 at par.
We have the capability to issue additional unsecured notes and, subject to the limitations set forth in our existing senior notes indentures and ABL Facility, additional secured notes if we elect to access the debt capital markets. We currently have approximately $3.2 billion of secured note capacity. However, our ability to issue additional notes could be limited by market conditions.
In addition, management believes Adjusted EBITDA is a useful measure to assess the earnings power of the business without the impact of capital structure and can be used to assess our ability to service debt and fund future capital expenditures in the business. 53 | CLF 2024 FORM 10-K Table of Contents The following table provides a reconciliation of our Net income (loss) to Adjusted EBITDA: Year Ended December 31, (In millions) 2024 2023 2022 Net income (loss) $ (708) $ 450 $ 1,376 Less: Interest expense, net (370) (289) (276) Income tax benefit (expense) 235 (148) (423) Depreciation, depletion and amortization (951) (973) (1,034) Total EBITDA $ 378 $ 1,860 $ 3,109 Less: EBITDA from noncontrolling interests 1 $ 76 $ 83 $ 74 Weirton indefinite idle (217) — — Arbitration decision (71) — — Acquisition-related costs (44) (12) (1) Changes in fair value of derivatives, net (41) — — Loss on extinguishment of debt (27) — (75) Amortization of inventory step-up (26) — — Loss on currency exchange (20) — — Loss on disposal of assets (16) (15) (22) Goodwill impairment — (125) — Other, net (16) 18 (36) Total Adjusted EBITDA $ 780 $ 1,911 $ 3,169 1 EBITDA of noncontrolling interests includes the following: Net income attributable to noncontrolling interests $ 46 $ 51 $ 41 Depreciation, depletion and amortization 30 32 33 EBITDA of noncontrolling interests $ 76 $ 83 $ 74 The following table provides a summary of our Adjusted EBITDA by segment: Year Ended December 31, (In millions) 2024 2023 Adjusted EBITDA: Steelmaking $ 722 $ 1,873 Other Businesses 53 43 Intersegment Eliminations 5 (5) Total Adjusted EBITDA $ 780 $ 1,911 FREE CASH FLOW Free cash flow is a non-GAAP measure defined as operating cash flow less purchase of property, plant and equipment.
In addition, management believes Adjusted EBITDA is a useful measure to assess the earnings power of the business without the impact of capital structure and can be used to assess our ability to service debt and fund future capital expenditures in the business. 50 | CLF 2025 FORM 10-K Table of Contents The following table provides a reconciliation of our Net income (loss) to Adjusted EBITDA: Year Ended December 31, (In millions) 2025 2024 2023 Net income (loss) $ (1,428) $ (714) $ 436 Less: Interest expense, net (594) (370) (289) Income tax benefit (expense) 581 236 (144) Depreciation, depletion and amortization (1,235) (951) (973) Total EBITDA $ (180) $ 371 $ 1,842 Less: EBITDA from noncontrolling interests 1 $ 76 $ 76 $ 83 Idled facilities charges (239) (217) — Changes in fair value of derivatives, net (45) (41) — Currency exchange 37 (20) — Severance (25) (16) (11) Loss on extinguishment of debt (10) (27) — Gain on sale of business 9 — 28 Loss on disposal of assets (7) (16) (15) Amortization of inventory step-up 6 (26) — Acquisition-related costs (1) (44) (12) Goodwill impairment — — (125) Arbitration decision — (71) — Other, net (18) — 1 Total Adjusted EBITDA $ 37 $ 773 $ 1,893 1 EBITDA of noncontrolling interests includes the following: Net income attributable to noncontrolling interests $ 50 $ 46 $ 51 Depreciation, depletion and amortization 26 30 32 EBITDA of noncontrolling interests $ 76 $ 76 $ 83 The following table provides a summary of our Adjusted EBITDA by segment: Year Ended December 31, (In millions) 2025 2024 Adjusted EBITDA: Steelmaking $ (16) $ 715 Other Businesses 53 53 Intersegment Eliminations — 5 Total Adjusted EBITDA $ 37 $ 773 INFORMATION ABOUT OUR GUARANTORS AND THE ISSUER OF OUR GUARANTEED SECURITIES The accompanying summarized financial information has been prepared and presented pursuant to SEC Regulation S-X, Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered,” and Rule 13-01 "Financial Disclosures about Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralized a Registrant's Securities." Certain of our subsidiaries (the "Guarantor subsidiaries") as of December 31, 2025 have fully and unconditionally, and jointly and severally, guaranteed the obligations under the 4.625% 2029 Senior Notes, the 6.875% 2029 Senior Notes, the 6.750% 2030 Senior Notes, the 4.875% 2031 Senior Notes, the 7.500% 2031 Senior Notes, the 7.000% 2032 Senior Notes, the 7.375% 2033 Senior Notes and the 7.625% 2034 Senior Notes issued by Cleveland-Cliffs Inc. on a senior unsecured basis.
MATERIAL CASH REQUIREMENTS We have material cash requirements for known contractual obligations and commitments for the following: CAPITAL EXPENDITURES We anticipate total cash used for capital expenditures during the next 12 months to be approximately $700 million, which primarily consists of sustaining capital spend of approximately $600 million, including Stelco, as well as initial spend on our capital projects at Middletown Works, Butler Works and Weirton.
MATERIAL CASH REQUIREMENTS We have material cash requirements for known contractual obligations and commitments for the following: CAPITAL EXPENDITURES We anticipate total cash used for capital expenditures during the next 12 months to be approximately $700 million, which primarily consists of sustaining capital spend. 49 | CLF 2025 FORM 10-K Table of Contents DEBT As of December 31, 2025, our Long-term debt was $7.3 billion, with our ABL Facility maturing in 2028 and senior notes maturities starting in 2029.
We used remaining net proceeds of the debt issuances to finance a portion of the Stelco Acquisition. We believe our liquidity and access to capital markets will be adequate to fund our cash requirements for the next 12 months and for the foreseeable future. Our ABL Facility, which matures in June 2028, has a maximum borrowing base of $4.75 billion.
In totality, we used the proceeds from these transactions to extend debt maturities by redeeming all remaining 2027 senior notes and repay borrowings on our ABL Facility. We believe our liquidity and access to capital markets will be adequate to fund our cash requirements for the next 12 months and for the foreseeable future.
The price for domestic HRC, the most significant index impacting our revenues and profitability, averaged $772 per net ton for 2024, which was 15% lower than 2023 and the lowest annual average per net ton since 2020. Import levels were elevated in 2024, which contributed to downward pressure on HRC pricing.
The price for domestic HRC, the most significant index impacting our revenues and profitability, averaged $851 per net ton for 2025, which was 10% higher than 2024. Finished steel import levels declined in 2025 after being elevated in early 2025 in anticipation of the implemented steel tariffs, which helped support domestic steel pricing.
See "— Steelmaking Results" above for further detail on our operating results. • A $669 million decrease in cash provided for working capital is primarily related to ending inventory levels remaining consistent year over year. This differs from the prior year when inventory levels decreased significantly.
See "— Steelmaking Results" above for further detail on our operating results. • A $351 million increase in cash provided by working capital is primarily related to a reduction in iron ore pellet inventory in comparison to the build of iron ore pellet inventory in the prior year and is also related to a reduction in payables due to cost-cutting efforts.
CONSOLIDATED RESULTS COMPARISON OF 2024 TO 2023 REVENUES AND GROSS MARGIN During the year ended December 31, 2024, our consolidated Revenues decreased by $2.8 billion, as compared to 2023.
During the year ended December 31, 2025, our consolidated gross margin decreased by $923 million, as compared to 2024. See “— Steelmaking Results” above for further detail on our operating results.
The decrease primarily relates to a loss recorded in 2024 as a result of a fair value adjustment of the MinnTac option, as well as a loss recorded on foreign currency contracts obtained in connection with financing the Stelco Acquisition.
The increase is primarily a reflection of a full year of fair value adjustments to the MinnTac option, partially offset by a one-time loss recorded on foreign currency contracts obtained in connection with financing the Stelco Acquisition in 2024. Refer to NOTE 14 - FAIR VALUE OF FINANCIAL INSTRUMENTS and NOTE 15 - DERIVATIVE INSTRUMENTS AND HEDGING for further information.
This variance was partially offset by a $581 million increase in cash used to repurchase common shares during the year ended December 31, 2024. 51 | CLF 2024 FORM 10-K Table of Contents LIQUIDITY AND CAPITAL RESOURCES Our primary sources of liquidity are Cash and cash equivalents, cash generated from our operations, availability under the ABL Facility and access to capital markets.
LIQUIDITY AND CAPITAL RESOURCES Our primary sources of liquidity are Cash and cash equivalents, cash generated from our operations, availability under our ABL Facility and access to the capital markets.
INVESTING ACTIVITIES Year Ended December 31, (In millions) 2024 2023 Variance Purchase of property, plant and equipment $ (695) $ (646) $ (49) Acquisitions, net of cash acquired (2,512) — (2,512) Other (5) 55 (60) Net cash used by investing activities $ (3,212) $ (591) $ (2,621) The variance was driven by: • A $2.5 billion increase in cash used for acquisitions, net of cash acquired related to the Stelco Acquisition, which was completed on November 1, 2024.
Refer to NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES for further information on accounting treatment on government grants. The variance was driven by: • A $2.5 billion decrease in cash used for acquisitions, net of cash acquired related to the Stelco Acquisition, which was completed on November 1, 2024.
NET PERIODIC BENEFIT CREDITS OTHER THAN SERVICE COST COMPONENT During the year ended December 31, 2024, our consolidated Net periodic benefit credits other than service cost component increased $43 million compared to 2023. This increase primarily relates to an increase in actuarial gains reclassified from AOCI to net income and a decrease in interest cost year over year.
Refer to NOTE 8 - DEBT AND CREDIT FACILITIES for further information. NET PERIODIC BENEFIT CREDITS OTHER THAN SERVICE COST COMPONENT During the year ended December 31, 2025, our consolidated Net periodic benefit credits other than service cost component decreased $24 million compared to 2024.
CASH FLOWS OPERATING ACTIVITIES Year Ended December 31, (In millions) 2024 2023 Variance Net income (loss) $ (708) $ 450 $ (1,158) Non-cash adjustments to net income (loss) 1,030 1,125 (95) Income taxes (17) 122 (139) Pension and OPEB payments and contributions (195) (94) (101) Working capital (receivables, inventories, payables and other liabilities) (5) 664 (669) Net cash provided by operating activities $ 105 $ 2,267 $ (2,162) The variance was driven by: • A $1.3 billion decrease in net income after adjustments for non-cash items due to lower gross margins resulting from a decrease in selling prices and sales volumes for our steel products.
We are focused on maximizing the cash generation of our operations, reducing debt, returning capital to shareholders, and aligning capital investments with our strategic priorities and the requirements of our business plan, including regulatory and permission-to-operate related projects. 47 | CLF 2025 FORM 10-K Table of Contents The following table provides a summary of our cash flow: Year Ended December 31, (In millions) 2025 2024 Cash flows provided by (used in): Operating activities $ (462) $ 105 Investing activities (479) (3,212) Financing activities 942 2,970 Net increase (decrease) in cash and cash equivalents $ 1 $ (137) CASH FLOWS OPERATING ACTIVITIES Year Ended December 31, (In millions) 2025 2024 Variance Net loss $ (1,428) $ (714) $ (714) Non-cash adjustments to net loss 754 1,029 (275) Income taxes 13 (17) 30 Pension and OPEB payments and contributions (154) (195) 41 Working capital (receivables, inventories, payables and other liabilities) 353 2 351 Net cash provided (used) by operating activities $ (462) $ 105 $ (567) The variance was driven by: • A $989 million decrease in net income after adjustments for non-cash items due to lower gross margins resulting from a decrease in selling prices for our steel products.
Additionally, the on-shoring of manufacturing in the U.S. should prompt more domestic steel demand as well as reduce the risk of supply chain issues in the future. OTHER KEY DRIVERS The largest market for our steel products is the automotive industry in North America, which makes light vehicle production a key driver of demand.
These operational changes allowed us to streamline our operations and enhance efficiency, with minimal expected impact to our flat-rolled steel output. OTHER KEY DRIVERS The largest market for our steel products is the automotive industry in North America, which makes light vehicle production a key driver of demand.
ECONOMIC OVERVIEW STEEL MARKET OVERVIEW Steel market conditions in 2024 were driven by weaker than anticipated light vehicle production, lower demand and higher import levels.
ECONOMIC OVERVIEW STEEL MARKET OVERVIEW Steel market conditions in 2025 were driven by higher-than-historical HRC pricing and lower import levels, but subdued demand remained, driven by inconsistent buying behavior as our largest end markets experienced recession-like conditions.
RESTRUCTURING AND OTHER CHARGES & ASSET IMPAIRMENT On February 15, 2024, we announced the indefinite idle of our Weirton tinplate production plant. This resulted in restructuring and other charges primarily related to severance, other employee-related benefits and asset retirement obligation charges of $129 million for the year ended December 31, 2024.
The indefinite idling of the Steelton rail production facility occurred in the second quarter of 2025, while the idling of the Weirton tinplate production facility was announced in the first quarter of 2024. Restructuring and other charges totaled $86 million for the year ended December 31, 2025, compared to $129 million for the year ended December 31, 2024.
We expect these steel tariffs will help level the playing field against countries that have long taken advantage of the domestic steel market. A level playing field in steel, along with President Trump's pro-manufacturing and America-first agenda, should support a healthy domestic steel environment for years to come.
As a leading domestic steel producer, we expect to benefit for years to come from President Trump's pro-manufacturing and America-first agenda, along with the implemented tariffs, not only for steel but also for the automotive industry. The Canadian steel industry is also an important market for us.
Refer to NOTE 3 - ACQUISITIONS for further information.
ENVIRONMENTAL AND ASSET RETIREMENT OBLIGATIONS Refer to NOTE 13 - ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS for further information on our environmental and asset retirement obligations.
The increase primarily relates to increased interest incurred on outstanding borrowings, year over year, as well as fees incurred in 2024 associated with financing arrangements undertaken in connection with the Stelco Acquisition. LOSS ON EXTINGUISHMENT OF DEBT During the year ended December 31, 2024, our consolidated Loss on extinguishment of debt increased by $27 million compared to 2023.
INTEREST EXPENSE, NET During the year ended December 31, 2025, consolidated Interest expense, net increased by $224 million compared to 2024, primarily reflecting higher-than-average borrowing during 2025 following the Stelco Acquisition, which was completed in the fourth quarter of 2024. 46 | CLF 2025 FORM 10-K Table of Contents LOSS ON EXTINGUISHMENT OF DEBT During the year ended December 31, 2025, our consolidated Loss on extinguishment of debt decreased by $17 million compared to 2024.
The net proceeds from these transactions were used to finance a portion of the cash consideration payable in connection with the Stelco Acquisition, which we completed on November 1, 2024. • During the first quarter of 2025, we issued $850 million aggregate principal amount of 7.500% Senior Notes due 2031 at par.
Our financing transactions during 2025 were as follows: • In February 2025, we issued $850 million aggregate principal amount of 7.500% Senior Notes due 2031 and used the proceeds primarily to repay borrowings under our ABL Facility. • In September 2025 and October 2025, we issued $1,125 million in aggregate principal amount of 7.625% Senior Notes due 2034 and used the proceeds to redeem all then-remaining 2027 senior notes and repay borrowings under our ABL Facility. • On October 30, 2025, we issued 75 million of our common shares in an underwritten offering, resulting in net cash proceeds of $951 million, which were subsequently used to repay borrowings under our ABL Facility.
During 2024, light vehicle sales in the U.S. saw an average seasonally adjusted annualized rate of 15.8 million units sold, representing a 2% increase compared to 2023. December 2024 seasonally adjusted annualized rate was 16.8 million units sold, the highest published rate since 2021, indicating healthy consumer demand.
Light vehicle production in 2025 remained below the five-year pre-COVID level of approximately 17 million units. North American light vehicle production in 2025 was 15.3 million units, down from 15.4 million units in 2024. During 2025, there were 16.3 million light vehicles sold in the U.S., representing a 2% increase compared to 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information regarding our market risk is presented under the caption "Market Risks," which is included in ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS and is incorporated by reference and made a part hereof. 62 | CLF 2024 FORM 10-K Table of Contents
Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information regarding our market risk is presented under the caption "Market Risks," which is included in ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS and is incorporated by reference and made a part hereof. 59 | CLF 2025 FORM 10-K Table of Contents

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