What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-25 compared with 2024-02-08 · 530 added, 354 removed, 1238 unchanged (42% of the section changed)

13 unchanged sentences

Goodwill 1,768 1,005

Intangible assets 1,170 201

Pension and OPEB assets 427 329

12 unchanged sentences

Deferred income taxes 858 639

Asset retirement and environmental obligations 601 557

Other non-current liabilities 1,453 753

25 unchanged sentences

Selling, general and administrative expenses ( 486 ) ( 577 ) ( 465 )

Restructuring and other charges ( 129 ) — —

Acquisition-related costs ( 44 ) ( 12 ) ( 4 )

Asset impairment ( 79 ) — ( 29 )

Goodwill impairment — ( 125 ) —

1 unchanged sentence

Total operating costs ( 19,941 ) ( 21,319 ) ( 21,050 )

Operating income 677 1,939 4,012

Operating income (loss) ( 756 ) 677 1,939

Other income (expense):

4 unchanged sentences

Total other expense ( 187 ) ( 80 ) ( 143 )

Income from continuing operations before income taxes 597 1,796 3,803

Income tax expense ( 148 ) ( 423 ) ( 773 )

Income from continuing operations 449 1,373 3,030

Income (loss) from continuing operations before income taxes ( 943 ) 597 1,796

Income tax benefit (expense) 235 ( 148 ) ( 423 )

Income (loss) from continuing operations ( 708 ) 449 1,373

Income from discontinued operations, net of tax — 1 3

Net income 450 1,376 3,033

Net income (loss) ( 708 ) 450 1,376

Net income attributable to noncontrolling interests ( 46 ) ( 51 ) ( 41 )

Net income attributable to Cliffs shareholders $ 399 $ 1,335 $ 2,988

Earnings per common share attributable to Cliffs shareholders - basic

Net income (loss) attributable to Cliffs shareholders $ ( 754 ) $ 399 $ 1,335

Earnings (loss) per common share attributable to Cliffs shareholders - basic

Continuing operations $ ( 1.57 ) $ 0.78 $ 2.57

1 unchanged sentence

$ ( 1.57 ) $ 0.78 $ 2.57

Earnings per common share attributable to Cliffs shareholders - diluted

Earnings (loss) per common share attributable to Cliffs shareholders - diluted

Continuing operations $ ( 1.57 ) $ 0.78 $ 2.55

3 unchanged sentences

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STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

CLEVELAND-CLIFFS INC.

2 unchanged sentences

(In millions) 2024 2023 2022

Net income $ 450 $ 1,376 3,033

Net income (loss) $ ( 708 ) $ 450 1,376

Other comprehensive income (loss):

Changes in pension and OPEB, net of tax ( 167 ) ( 20 ) 1,298

Changes in derivative financial instruments, net of tax ( 154 ) ( 84 ) 69

Changes in derivative instruments, net of tax 117 ( 154 ) ( 84 )

Changes in foreign currency translation ( 70 ) 1 ( 2 )

Total other comprehensive income (loss) ( 120 ) ( 173 ) 1,212

Comprehensive income 277 2,588 3,784

Comprehensive income (loss) ( 828 ) 277 2,588

Comprehensive income attributable to noncontrolling interests ( 46 ) ( 51 ) ( 41 )

Comprehensive income attributable to Cliffs shareholders $ 226 $ 2,547 $ 3,739

Comprehensive income (loss) attributable to Cliffs shareholders $ ( 874 ) $ 226 $ 2,547

The accompanying notes are an integral part of these consolidated financial statements.

6 unchanged sentences

OPERATING ACTIVITIES

Net income $ 450 $ 1,376 $ 3,033

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss) $ ( 708 ) $ 450 $ 1,376

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation, depletion and amortization 951 973 1,034

Deferred income taxes 114 90 767

Pension and OPEB credits ( 211 ) ( 163 ) ( 132 )

Goodwill impairment 125 — —

Loss on extinguishment of debt — 75 88

Amortization of inventory step-up — — 161

Deferred income taxes ( 195 ) 114 90

Other 485 201 226

9 unchanged sentences

Purchase of property, plant and equipment ( 695 ) ( 646 ) ( 943 )

Acquisition of Stelco, net of cash acquired ( 2,512 ) — —

Acquisition of FPT, net of cash acquired — — ( 31 )

Acquisition of ArcelorMittal USA, net of cash acquired — — 54

Other investing activities ( 5 ) 55 38

2 unchanged sentences

Repurchase of common shares ( 733 ) ( 152 ) ( 240 )

Series B Redeemable Preferred Stock redemption — — ( 1,343 )

Proceeds from issuance of common shares — — 322

Proceeds from issuance of debt 3,221 750 —

Repayments of senior notes ( 845 ) — ( 1,358 )

Borrowings under credit facilities 3,004 5,749 5,962

Repayments under credit facilities ( 4,868 ) ( 5,494 ) ( 5,889 )

Borrowings (repayments) under credit facilities 1,560 ( 1,864 ) 255

Debt issuance costs ( 109 ) ( 34 ) —

Other financing activities ( 124 ) ( 204 ) ( 166 )

Net cash used by financing activities ( 1,504 ) ( 1,509 ) ( 1,470 )

Net cash provided (used) by financing activities 2,970 ( 1,504 ) ( 1,509 )

Net increase (decrease) in cash and cash equivalents ( 137 ) 172 ( 22 )

Cash and cash equivalents at beginning of year 26 48 112

Cash, cash equivalents, and restricted cash at beginning of year 198 26 48

Effect of exchange rate changes on cash ( 1 ) — —

Cash, cash equivalents, and restricted cash at end of year 60 198 26

Restricted cash ( 6 ) — —

Cash and cash equivalents at end of year $ 54 $ 198 $ 26

14 unchanged sentences

Comprehensive income — — — 1,335 — 1,212 41 2,588

Issuance of common shares 20.0 — 78 — 244 — — 322

Stock and other incentive plans 1.5 — 7 — 12 — — 19

Series B Redeemable Preferred Stock redemption — — ( 604 ) — — — — ( 604 )

1.500% 2025 Convertible Senior Notes redemption 24.2 3 ( 28 ) — — — — ( 25 )

Acquisition of ArcelorMittal USA - Measurement period adjustments — — — — — — ( 22 ) ( 22 )

Common share repurchases ( 12.5 ) — — — ( 240 ) — — ( 240 )

Net distributions to noncontrolling interests — — — — — — ( 74 ) ( 74 )

December 31, 2022 513.3 66 4,871 1,334 ( 310 ) 1,830 251 8,042

Comprehensive income — — — 1,335 — 1,212 41 2,588

Comprehensive income (loss) — — — 399 — ( 173 ) 51 277

Stock and other incentive plans 2.0 — ( 10 ) — 33 — — 23

1.500% 2025 Convertible Senior Notes redemption 24.2 3 ( 28 ) — — — — ( 25 )

Common share repurchases ( 12.5 ) — — — ( 240 ) — — ( 240 )

Common stock repurchases, net of excise tax ( 10.4 ) — — — ( 153 ) — — ( 153 )

Net distributions to noncontrolling interests — — — — — — ( 67 ) ( 67 )

1 unchanged sentence

Comprehensive income (loss) — — — ( 754 ) — ( 120 ) 46 ( 828 )

Acquisition of Stelco 25.9 — ( 130 ) — 473 — — 343

Stock and other incentive plans 1.0 — 27 — 18 — — 45

Common share repurchases, net of excise tax ( 10.4 ) — — — ( 153 ) — — ( 153 )

Common stock repurchases, net of excise tax ( 37.9 ) — — — ( 737 ) — — ( 737 )

Net distributions to noncontrolling interests — — — — — ( 48 ) ( 48 )

8 unchanged sentences

NATURE OF BUSINESS

We are the largest flat-rolled steel producer in North America.

Founded in 1847 as a mine operator, we are also the largest manufacturer of iron ore pellets in North America.

We are vertically integrated from mined raw materials, direct reduced iron and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling and tubing.

We are the largest supplier of steel to the automotive industry in North America and serve a diverse range of other markets due to our comprehensive offering of flat-rolled steel products.

Headquartered in Cleveland, Ohio, we employ approximately 28,000 people across our operations in the United States and Canada, of which approximately 20,000 were represented by labor unions under various agreements.

More than 90% of our hourly workforce is represented by three prominent unions - USW, UAW and IAM.

We are a leading North America-based steel producer with focus on value-added sheet products, particularly for the automotive industry.

We are vertically integrated from the mining of iron ore, production of pellets and direct reduced iron, and processing of ferrous scrap through primary steelmaking and downstream finishing, stamping, tooling and tubing.

Headquartered in Cleveland, Ohio, we employ approximately 30,000 people across our operations in the United States and Canada.

More than 90% of our approximately 23,000 hourly workforce is represented by three prominent unions - USW, UAW and IAM.

Unless otherwise noted, discussion of our business and results of operations in this Annual Report on Form 10-K refers to our continuing operations.

STELCO ACQUISITION

On November 1, 2024, pursuant to the terms of the Arrangement Agreement announced on July 15, 2024, we completed the Stelco Acquisition.

In connection with closing, Stelco shareholders received CAD $ 60.00 in cash and 0.454 shares of Cliffs common stock per share of Stelco common stock.

Refer to NOTE 3 - ACQUISITIONS for further information.

BUSINESS OPERATIONS

17 unchanged sentences

environmental, reclamation and closure obligations;

valuation of business combinations, goodwill, long-lived assets, inventory, tax assets and post-employment, post-retirement and other employee benefit liabilities;

valuation of business combinations;

derivative assets/liabilities;

tax assets/liabilities;

post-employment, post-retirement and other employee benefit liabilities;

reserves for contingencies and litigation require the use of various management estimates and assumptions.

4 unchanged sentences

Assets acquired and liabilities assumed in a business combination are recognized and measured based on their estimated fair values at the acquisition date, while the acquisition-related costs are expensed as incurred.

Any excess of the purchase consideration when compared to the fair value of the net tangible and intangible assets acquired is recorded as goodwill.

We engaged independent valuation specialists to assist with the determination of the fair value of assets acquired, liabilities assumed, noncontrolling interest, and goodwill, for the acquisitions.

Any excess of the purchase consideration when compared to the fair value of the net tangible and intangible assets acquired, if any, is recorded as goodwill.

We engage independent valuation specialists to assist with the determination of the fair value of assets acquired, liabilities assumed and goodwill associated with an acquisition.

If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, an estimate will be recorded.

Subsequent to the acquisition date, and not later than one year from the acquisition date, we will record any material adjustments to the initial estimate based on new information obtained that would have existed as of the date of the acquisition.

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.

CASH AND CASH EQUIVALENTS

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CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

Cash and cash equivalents include cash on hand and on deposit as well as all short-term securities held for the primary purpose of general liquidity.

1 unchanged sentence

Where right of offset exists, we report cash balances net.

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Additionally, restricted cash represents cash not readily available for our operations and includes deposits primarily associated with certain environmental obligations.

This balance is classified within Other non-current assets on the Statements of Consolidated Financial Position.

TRADE ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSS

5 unchanged sentences

Certain iron ore inventories are stated at the lower of cost or market using the LIFO method.

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We are exposed to certain risks related to the ongoing operations of our business, including those caused by changes in commodity prices and energy rates.

We have established policies and procedures, including the use of certain derivative instruments, to manage such risks.

Derivative financial instruments are recognized as either assets or liabilities on the Statements of Consolidated Financial Position and measured at fair value.

Derivative instruments are recognized as either assets or liabilities on the Statements of Consolidated Financial Position and measured at fair value.

On the date a qualifying hedging instrument is executed, we designate the hedging instrument as a hedge of the variability of cash flows to be received or paid related to a forecasted transaction (cash flow hedge).

18 unchanged sentences

Equipment Straight line/Double declining balance 3 to 45 years

Governmental grants received in connection with an underlying capital project typically have associated requirements that must be met in order to ultimately earn the grant.

When we receive grant funds related to a capital project, we record the amount received as a reduction of the capital project asset on the balance sheet.

Grant funds received are recorded as a cash inflow, classified in Other investing activities, separate from the cash outflow related to the capital project, which are classified in Purchase of property, plant and equipment , within investing activities on the Statements of Consolidated Cash Flows.

Goodwill represents the excess purchase price paid over the fair value of the net assets from an acquisition.

Goodwill is not amortized for financial statement purposes.

Goodwill is tested on a qualitative or quantitative basis for impairment at the reporting unit level on an annual basis on 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

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unit level on an annual basis on 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.

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.

4 unchanged sentences

We recognize right-of-use assets and lease liabilities associated with leases based on the present value of the future minimum lease payments over the lease term at the commencement date.

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Lease terms reflect options to extend or terminate the lease when it is reasonably certain that the option will be exercised.

32 unchanged sentences

The expected return on plan assets is calculated on a plan-by-plan basis using each plan's strategic asset allocation and our expected long-term capital market return assumptions.

Service costs are classified within Cost of goods sold, Selling, general and administrative expenses and Miscellaneous – net while the interest cost, expected return on assets, amortization of prior service costs/credits, net actuarial gain/loss, and other costs are classified within Net periodic benefit credits other than service cost component.

Service costs are classified within Cost of goods sold, Selling, general and administrative expenses and Miscellaneous – net while the interest cost, expected return on assets,

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amortization of prior service costs/credits, net actuarial gain/loss, and other costs are classified within Net periodic benefit credits other than service cost component.

Cumulative actuarial gains and losses will be amortized to expense using the corridor method, where gains and losses are recognized if they exceed 10% of the greater of the fair value of plan assets or the plans' benefit obligations.

6 unchanged sentences

Reclamation costs are adjusted periodically to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs.

We review, on an annual basis, unless otherwise deemed necessary, the asset retirement obligation for each

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applicable operation in accordance with the provisions of ASC Topic 410, Asset Retirement and Environmental Obligations .

We review, on an annual basis, unless otherwise deemed necessary, the asset retirement obligation for each applicable operation in accordance with the provisions of ASC Topic 410, Asset Retirement and Environmental Obligations .

We perform an in-depth evaluation of the liability every three years in addition to our routine annual assessments.

19 unchanged sentences

Income taxes are based on income for financial reporting purposes, calculated using tax rates by jurisdiction, and reflect a current tax liability or asset for the estimated taxes payable or recoverable on the current year tax return and expected annual changes in deferred taxes.

Any interest or penalties on income tax are recognized as a component of Income tax expense .

Any interest or penalties on income tax are recognized as a component of Income tax benefit (expense) .

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.

Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

The effect of a change in tax rates on deferred tax assets and liabilities is recognized within Net income in the period that includes the enactment date.

The effect of a change in tax rates on deferred tax assets and liabilities is recognized within Income tax benefit (expense) in the period that includes the enactment date.

We recognize income tax effects from accumulated other comprehensive income when individual assets or liabilities are sold, terminated, or extinguished.

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized.

1 unchanged sentence

Accounting for uncertainty in income taxes recognized in the financial statements requires that a tax benefit from an uncertain tax position be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on technical merits.

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FOREIGN CURRENCY

Our financial statements are prepared with the U.S.

dollar as the reporting currency, and the functional currency of all subsidiaries is the U.S.

dollar, except for our European Operations for which the functional currency is the Euro.

dollar as the reporting currency.

Our functional currency is the U.S.

dollar, with the exception of our Stelco and European subsidiaries, of which the functional currencies are the Canadian dollar and Euro, respectively.

To the extent that the parent, or any subsidiaries of the parent, have monetary assets and liabilities, inclusive of short-term and certain long-term intercompany loans, recorded in a currency other than the foreign subsidiaries functional currency, these amounts are remeasured each reporting period, with the resulting gain or loss being included within Miscellaneous – net in the Statements of Consolidated Operations.

Subsequently, the financial statements of foreign subsidiaries with a non-U.S.

dollar functional currency are translated into U.S.

dollars using the exchange rate at each balance sheet date for assets and liabilities and a weighted average exchange rate for each period for revenues, expenses, gains and losses.

These translation adjustments are recorded to Accumulated other comprehensive income on the Statements of Consolidated Financial Position .

EARNINGS PER SHARE

We present both basic and diluted EPS amounts for continuing operations and discontinued operations.

Total basic EPS amounts are calculated by dividing Net income attributable to Cliffs shareholders , less the earnings allocated to any of our outstanding Series B Participating Redeemable Preferred Stock, by the weighted average number of common shares outstanding during the period presented.

Total diluted EPS amounts are calculated by dividing Net income attributable to Cliffs shareholders by the weighted average number of common shares, common share equivalents under stock plans using the treasury-stock method, common share equivalents of the Series B Participating Redeemable Preferred Stock using the if-converted method and the calculated common share equivalents in excess of the conversion rate related to our 1.500% 2025 Convertible Senior Notes using the treasury-stock method.

We present both basic and diluted earnings per share amounts for continuing operations and discontinued operations.

Total basic earnings per share amounts are calculated by dividing Net income (loss) attributable to Cliffs shareholders by the weighted average number of common shares outstanding during the period presented.

Total diluted earnings per share amounts are calculated by dividing Net income (loss) attributable to Cliffs shareholders by the weighted average number of common shares and common share equivalents under stock plans using the treasury-stock method.

Common share equivalents are excluded from EPS computations in the periods in which they have an anti-dilutive effect.

1 unchanged sentence

We assess whether we have a variable interest in legal entities in which we have a financial relationship and, if so, whether or not those entities are VIEs.

A VIE is an entity with insufficient equity at risk for the entity to finance its activities without additional

67 | CLF 2023 FORM 10-K

subordinated financial support or in which equity investors lack the characteristics of a controlling financial interest.

A VIE is an entity with insufficient equity at risk for the entity to finance its activities without additional subordinated financial support or in which equity investors lack the characteristics of a controlling financial interest.

If an entity is determined to be a VIE, we evaluate whether we are the primary beneficiary.

2 unchanged sentences

RECENT ACCOUNTING PRONOUNCEMENTS AND LEGISLATION

ACCOUNTING PRONOUNCEMENTS

ACCOUNTING PRONOUNCEMENTS - ISSUED AND ADOPTED

In September 2022, the FASB issued ASU No.

3 unchanged sentences

The new standard does not affect the recognition, measurement or financial statement presentation of the supplier finance program obligations.

We have adopted this standard, except for the roll-forward information, which is effective for fiscal years beginning after December 31, 2023.

At December 31, 2023, we had adopted this standard, with the exception of the roll-forward disclosure requirement, which was adopted as of December 31, 2024.

Refer to NOTE 2 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION for further information.

4 unchanged sentences

This new standard does not affect the recognition, measurement or financial statement presentation.

The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

As of December 31, 2024, we have adopted this standard and applied the amendment retrospectively to all prior periods presented.

Refer to NOTE 5 - SEGMENT REPORTING for further information.

ACCOUNTING PRONOUNCEMENTS - ISSUED AND NOT EFFECTIVE

In December 2023, the FASB issued ASU No.

4 unchanged sentences

The amendments are effective for fiscal years beginning after December 15, 2024.

In August 2022, the U.S.

government signed the Inflation Reduction Act into law.

The Inflation Reduction Act introduced, among other legislation, a 1% excise tax on the fair market value of stock repurchases net of the fair market value of stock issuances during the tax year and a 15% U.S.

corporate alternative minimum tax on adjusted financial statement income.

The excise tax and corporate alternative minimum tax, both of which are immaterial to our financial statements, are effective on transactions occurring after December 31, 2022.

The excise tax is recorded in equity as a cost of common shares in treasury.

In addition, a 15% global minimum corporate tax under Pillar Two of the Organization for Economic Cooperation and Development’s Global Anti-Base Erosion Rules has been adopted by the European Union requiring its Member States to implement national legislation applicable for fiscal years starting on or after December 31, 2023.

This global minimum corporate tax is expected to be immaterial to our 2024 financial statements.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

This new standard does not affect the recognition, measurement or financial statement presentation.

However, this guidance does require additional annual and interim disclosures related to the disaggregation of various income statement expense captions.

The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

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NOTE 2 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION

ALLOWANCE FOR CREDIT LOSSES

The following is a roll-forward of our allowance for credit losses associated with Accounts receivable, net :

(In millions) 2023 2022

Allowance for credit losses as of January 1 $ ( 4 ) $ ( 4 )

Increase in allowance ( 1 ) —

Allowance for credit losses as of December 31 $ ( 5 ) $ ( 4 )

The following table presents the detail of our Inventories on the Statements of Consolidated Financial Position:

9 unchanged sentences

The effect of the inventory build was an increase in Inventories of $ 64 million on the Statements of Consolidated Financial Position for the year ended December 31, 2024.

As of December 31, 2022, the product inventory balance

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for iron ore inventories decreased, resulting in a liquidation of a LIFO layer in 2022.

The effect of the inventory reduction was an increase in Cost of goods sold of $ 36 million on the Statements of Consolidated Operations for the year ended December 31, 2022.

As of December 31, 2023, the product inventory balance for iron ore inventories increased, resulting in a LIFO increment in 2023.

The effect of the inventory build was an increase in Inventories of $ 21 million on the Statements of Consolidated Financial Position for the year ended December 31, 2023.

SUPPLY CHAIN FINANCE PROGRAMS

6 unchanged sentences

Additionally , as of December 31, 2024 and 2023, we had $ 76 million and $ 91 million, respectively, classified as Accounts payable .

The following is a roll-forward of our obligations related to supply chain finance programs classified in Other current liabilities :

(In millions) 2024

Supply chain finance obligations as of January 1 $ 21

Invoices confirmed during the year 230

Confirmed invoices paid during the year ( 222 )

Supply chain finance obligations as of December 31 $ 29

The following is a roll-forward of our obligations related to supply chain finance programs classified in Accounts payable :

(In millions) 2024

Supply chain finance obligations as of January 1 $ 91

Invoices confirmed during the year 375

Confirmed invoices paid during the year ( 390 )

Supply chain finance obligations as of December 31 $ 76

WEIRTON INDEFINITE IDLE

On February 15, 2024, we announced the indefinite idle of our tinplate production plant located in Weirton, West Virginia.

As of December 31, 2024, we have incurred $ 210 million of charges related to the idle and estimate that we will incur nominal future charges to Restructuring and other charges .

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The following table represents a reconciliation of our accrued liabilities related to the Weirton indefinite idle:

(In millions) Employee-Related Costs Exit Costs Asset Impairment Total

Balance as of December 31, 2023 $ — $ — $ — $ —

Costs incurred 1

Cash payments ( 26 ) ( 34 ) — ( 60 )

Non-cash — — ( 79 ) ( 79 )

Balance as of December 31, 2024 $ 56 $ 15 $ — $ 71

1 Of the $ 210 million of cost incurred, $ 129 million was recorded in Restructuring and other charges, $ 79 million was recorded in Asset impairments and $ 2 million was recorded in Net periodic benefit credits other than service cost component .

SALE OF BUSINESS

On October 6, 2023, we entered into a membership interest purchase agreement for the sale of the legal entities owning, among other things, our closed coal mines in Pennsylvania.

As a result of the sale, we recorded a gain of $ 63 million classified in Miscellaneous – net in the Statements of Consolidated Operations and as Other in operating activities on the Statements of Consolidated Cash Flows.

As part of this transaction, we received $ 35 million in proceeds related to the sale that is classified as Other investing activities on the Statements of Consolidated Cash Flows.

20 unchanged sentences

(In millions) 2024 2023 2022

Fair value of common shares issued as part of consideration in connection with the Stelco Acquisition $ 343 $ — $ —

1.500% 2025 Convertible Senior Notes redemption — — 25

Fair value of settlement of a pre-existing relationship as part of consideration in connection with FPT Acquisition — — ( 20 )

NOTE 3 - ACQUISITIONS

FPT ACQUISITION OVERVIEW

On November 18, 2021, pursuant to the FPT Acquisition Agreement, we completed the FPT Acquisition, in which we were the acquirer.

The FPT Acquisition entered us into the scrap business and provides us a competitive advantage in sourcing prime scrap, a key raw material for our steelmaking facilities.

STELCO ACQUISITION OVERVIEW

On November 1, 2024, pursuant to the Arrangement Agreement, we completed the Stelco Acquisition, in which we were the acquirer.

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.

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Following the Stelco Acquisition, the operating results of Stelco are included in our consolidated financial statements.

For the period subsequent to the acquisition (November 1, 2024 through December 31, 2024), Stelco generated Revenues of $ 329 million and a loss of $ 58 million included within Net income (loss) attributable to Cliffs shareholders.

Additionally, we incurred acquisition related costs of $ 42 million for the year ended December 31, 2024, in connection with the Stelco Acquisition, which were recorded in Acquisition-related costs on the Statements of Consolidated Operations.

The Stelco Acquisition was accounted for under the acquisition method of accounting for business combinations.

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

(In millions)

Cash consideration:

Cash consideration pursuant to the FPT Acquisition Agreement $ 778

Cash consideration paid related to IRC Section 338(h)(10) 23

Total cash consideration $ 2,450

Fair value of settlement of a pre-existing relationship ( 20 )

Total share exchange consideration 343

Total debt consideration 415

Total purchase consideration $ 3,208

We made certain elections under Section 338(h)(10) of the IRC with respect to entities acquired in connection with the FPT Acquisition that were finalized during the third quarter of 2022, which changed the final cash consideration.

Total consideration shares are calculated as follows:

Number of outstanding Stelco shares 54,448,388

Number of outstanding share-based compensation awards 2,516,415

Total consideration shares 56,964,803

Total estimated cash consideration is calculated as follows:

Number of consideration shares 56,964,803

Consideration share price per share (CAD) $ 60.00

Total cash consideration (CAD) (in millions) 3,418

Exchange rate (November 1, 2024) 0.7168

Total cash consideration (USD) $ 2,450

The fair value of share exchange consideration is as follows:

Number of consideration shares 56,964,803

Fixed share exchange factor 0.454

Total Cliffs exchange shares 25,862,021

Cliffs share price at closing date (November 1, 2024) $ 13.27

Total share exchange consideration (in millions) $ 343

The fair value of debt consideration includes outstanding obligations with preexisting change-in-control provisions requiring repayment at the time of closing.

The debt consideration includes amounts repaid in connection with retiring Stelco's asset-based lending facility and inventory monetization arrangement.

VALUATION ASSUMPTION AND PURCHASE PRICE ALLOCATION

The allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed in connection with the FPT Acquisition was based on estimated fair values at November 18, 2021, and was finalized during the quarter ended December 31, 2022.

The following is a summary of the purchase price allocation to assets acquired and liabilities assumed in the FPT Acquisition:

(In millions) Initial Allocation of Consideration Measurement

Period Adjustments Final Allocation of Consideration as of December 31, 2022

We estimated fair values at November 1, 2024 for the preliminary allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed in connection with the Stelco Acquisition.

During the measurement period, we will continue to obtain information to assist in finalizing the fair value of assets acquired and liabilities assumed, which may differ materially from these preliminary estimates.

If we determine any measurement period adjustments are material, we will apply those adjustments, including any related impacts to net income, in the reporting period in which the adjustments are determined.

We are in the process of conducting a valuation of the assets acquired and liabilities assumed related to the Stelco Acquisition, most notably, inventories, personal and real property, leases, deferred taxes, employee benefit commitments, financing obligations, environmental obligations, asset retirement obligations and intangible assets, and the final allocation will be made when completed, including the result of any identified goodwill.

Accordingly, the provisional measurements noted below are preliminary and subject to modification in the future.

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The preliminary purchase price allocation to assets acquired and liabilities assumed in the Stelco Acquisition was:

(in Millions)

Cash and cash equivalents $ 341

Accounts receivable, net 233 2 235

Accounts receivable 104

Inventories 726

1 unchanged sentence

Property, plant and equipment 1,286

Intangible assets 1,025

Other non-current assets 250

1 unchanged sentence

Accrued employment costs ( 29 )

Accrued expenses ( 6 )

Other current liabilities ( 71 )

Pension and OPEB liability, non-current ( 14 )

Deferred income taxes ( 449 )

Asset retirement and environmental obligations ( 20 )

Other non-current liabilities ( 616 )

Net identifiable assets acquired 2,422

Goodwill 279 14 293

Total net assets acquired $ 3,208

The goodwill resulting from the FPT Acquisition primarily represents the incremental benefit of providing substantial access to prime scrap for our vertically integrated steelmaking business, as well as any synergistic benefits to be realized from the FPT Acquisition within our Steelmaking segment.

We have $ 296 million in goodwill that is deductible for tax purposes from the FPT Acquisition.

The goodwill resulting from the Stelco Acquisition primarily represents the growth opportunities through diversification within our customer base across service centers, construction and other industrial end markets with higher volumes of spot sales, as well as any synergistic benefits to be realized from the Stelco Acquisition within our Steelmaking segment.

Goodwill is not expected to be deductible for U.S.

federal income tax purposes.

The purchase price allocated to identifiable intangible assets acquired was:

(In millions) Weighted Average Life (In years)

Intangible assets:

Customer relationships 953 15

Supplier relationships 29 18

Trade names and trademarks 72 15

Total identifiable intangible assets $ 1,025 15

Intangible assets are classified as Other non-current assets on the Statements of Consolidated Financial Position.

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PRO FORMA RESULTS

The following table provides unaudited pro forma financial information, prepared in accordance with Topic 805, as if FPT had been acquired as of January 1, 2020:

(In millions) December 31, 2021

The following table provides unaudited pro forma financial information, prepared in accordance with Topic 805, as if Stelco had been acquired as of January 1, 2023:

Year Ended December 31,

(In millions) 2024 2023

Revenues $ 20,874 $ 24,158

Net income attributable to Cliffs shareholders 3,074

The unaudited pro forma financial information has been calculated after applying our accounting policies and adjusting the historical results with pro forma adjustments, net of tax, that assume the FPT Acquisition occurred on January 1, 2020.

There were no significant pro forma adjustments for the FPT Acquisition.

Net income (loss) attributable to Cliffs shareholders ( 623 ) 216

Significant non-recurring pro forma adjustments include the following:

The 2024 pro forma net loss was adjusted to exclude $ 23 million of non-recurring inventory acquisition accounting adjustments incurred during the year ended December 31, 2024.

The 2023 pro forma net income was adjusted to include $ 23 million of non-recurring inventory acquisition accounting adjustments for the year ended December 31, 2023.

The 2024 pro forma net loss was adjusted to exclude $ 63 million of transaction costs incurred by Cliffs and Stelco in connection with the Stelco Acquisition for the year ended December 31, 2024.

The 2023 pro forma net income was adjusted to include $ 63 million of transaction cost adjustments for the year ended December 31, 2023.

The unaudited pro forma financial information does not reflect the potential realization of synergies or cost savings, nor does it reflect other costs relating to the integration of the acquired company.

This unaudited pro forma financial information should not be considered indicative of the results that would have actually occurred if the FPT Acquisition had been consummated on January 1, 2020, nor are they indicative of future results.

This unaudited pro forma financial information should not be

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considered indicative of the results that would have actually occurred if the Stelco Acquisition had been consummated on January 1, 2023, nor are they indicative of future results.

NOTE 4 - REVENUES

9 unchanged sentences

Sales taxes collected from customers are excluded from revenues.

Revenue by market and product are presented net of intersegment revenues, which are entirely related to the Steelmaking segment.

The following table represents our Revenues by market:

13 unchanged sentences

Total revenues $ 19,185 $ 21,996 $ 22,989

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The following table represents our Revenues by product line:

12 unchanged sentences

Total revenues $ 19,185 $ 21,996 $ 22,989

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NOTE 5 - SEGMENT REPORTING

3 unchanged sentences

The operating segment results of our Tubular, Tooling and Stamping, and European Operations that do not constitute reportable segments are combined and disclosed in the Other Businesses category.

Our Steelmaking segment operates as the largest flat-rolled steel producer supported by being the largest iron ore pellet producer as well as a leading prime scrap processor in North America, primarily serving the automotive, infrastructure and manufacturing, and distributors and converters markets.

Our Steelmaking segment operates as a leading North America-based steel producer with focus on value-added sheet products, primarily serving the automotive, infrastructure and manufacturing, and distributors and converters markets.

Our Other Businesses primarily include the 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.

All intersegment transactions were eliminated in consolidation.

Corporate assets and capital additions are primarily related to and support the operations of the Steelmaking segment and therefore have been incorporated within the Steelmaking segment total assets and capital additions below.

We allocate Corporate Selling, general and administrative expenses to our operating segments.

We evaluate performance on an operating segment basis, as well as a consolidated basis, based on Adjusted EBITDA, which is a non-GAAP measure.

This measure is used by management, investors, lenders and other external users of our financial statements to assess our operating performance and to compare operating performance to other companies in the steel industry.

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.

Our results by segment are as follows:

Our CODM, Lourenco Goncalves, Chairman, President and CEO, evaluates performance on an operating segment basis, as well as a consolidated basis, based on Adjusted EBITDA, which is a non-GAAP measure.

This measure is used by our CODM, management, investors, lenders and other external users of our financial statements to assess our operating performance and to compare operating performance to other companies in the steel industry.

In addition, our CODM 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.

The following tables provide our results by segment as well as a reconciliation from consolidated Adjusted EBITDA to our consolidated Net income (loss) :

Year Ended December 31, 2024

(In millions) 2023 2022 2021

Steelmaking $ 21,331 $ 22,383 $ 19,901

Other Businesses 665 606 543

Total revenues $ 21,996 $ 22,989 $ 20,444

Adjusted EBITDA:

Steelmaking $ 1,873 $ 3,089 $ 5,280

Other Businesses 43 69 9

Eliminations ( 5 ) 11 ( 12 )

(In millions) Steelmaking Other Businesses Eliminations Total

Revenues $ 18,620 $ 656 $ ( 91 ) $ 19,185

Cost of goods sold ( 18,605 ) ( 606 ) 96 ( 19,115 )

Selling, general and administrative expenses ( 457 ) ( 29 ) — ( 486 )

Net periodic benefit credits other than service cost component 247 — — 247

Excluding depreciation, depletion and amortization 919 32 — 951

Other segment items 1

( 2 ) — — ( 2 )

Total Adjusted EBITDA $ 722 $ 53 $ 5 $ 780

Interest expense, net $ ( 370 )

Income tax benefit 235

Depreciation, depletion and amortization ( 951 )

EBITDA from noncontrolling interests 2

Weirton indefinite idle ( 217 )

Arbitration decision ( 71 )

Acquisition-related costs ( 44 )

Changes in fair value of derivatives, net ( 41 )

Loss on extinguishment of debt ( 27 )

Amortization of inventory step-up ( 26 )

Loss on currency exchange ( 20 )

Loss on disposal of assets ( 16 )

Other, net ( 16 )

Net loss $ ( 708 )

Capital Additions $ 812 $ 5 $ — $ 817

Assets $ 20,327 $ 620 $ — $ 20,947

1 Other segment items primarily consists of the exclusion of EBITDA of noncontrolling interests and the Arbitration decision from Adjusted EBITDA and, to a lesser extent, the inclusion of items within Miscellaneous – net and Other non-operating income (loss).

2 EBITDA of noncontrolling interests includes net income attributable to noncontrolling interests of $ 46 million and the exclusion of depreciation, depletion, and amortization of $ 30 million.

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The following table provides a reconciliation of our consolidated Net income to total Adjusted EBITDA:

Year Ended December 31, 2023

(In millions) 2023 2022 2021

Net income $ 450 $ 1,376 $ 3,033

(In millions) Steelmaking Other Businesses Eliminations Total

Revenues $ 21,413 $ 665 $ ( 82 ) $ 21,996

Cost of goods sold ( 20,055 ) ( 627 ) 77 ( 20,605 )

Selling, general and administrative expenses ( 549 ) ( 28 ) — ( 577 )

Net periodic benefit credits other than service cost component 204 — — 204

Excluding depreciation, depletion and amortization 938 35 — 973

Other segment items 1

( 78 ) ( 2 ) — ( 80 )

Total Adjusted EBITDA $ 1,873 $ 43 $ ( 5 ) $ 1,911

Interest expense, net $ ( 289 )

1 unchanged sentence

Depreciation, depletion and amortization ( 973 )

1,860 3,109 5,040

EBITDA from noncontrolling interests 2

Acquisition-related expenses and adjustments ( 12 ) ( 1 ) ( 197 )

Acquisition-related costs ( 12 )

Loss on disposal of assets ( 15 )

Goodwill impairment ( 125 )

Non-cash gain on sale of business 28 — —

Loss on extinguishment of debt — ( 75 ) ( 88 )

Asset impairment — ( 29 ) —

Other, net 18

Total Adjusted EBITDA $ 1,911 $ 3,169 $ 5,277

1 EBITDA of noncontrolling interests includes the following:

Net income attributable to noncontrolling interests $ 51 $ 41 $ 45

Depreciation, depletion and amortization 32 33 30

EBITDA of noncontrolling interests $ 83 $ 74 $ 75

The following table summarizes our depreciation, depletion and amortization and capital additions by segment:

Net income $ 450

Capital Additions $ 782 $ 3 $ — $ 785

Assets $ 16,880 $ 657 $ — $ 17,537

1 Other segment items primarily consists of the exclusion of EBITDA of noncontrolling interests from Adjusted EBITDA and, to a lesser extent, the inclusion of items within Miscellaneous – net and Other non-operating income (loss).

2 EBITDA of noncontrolling interests includes net income attributable to noncontrolling interests of $ 51 million and the exclusion of depreciation, depletion, and amortization of $ 32 million.

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Year Ended December 31, 2022

(In millions) 2023 2022 2021

(In millions) Steelmaking Other Businesses Eliminations Total

Revenues $ 22,462 $ 606 $ ( 79 ) $ 22,989

Cost of goods sold ( 20,004 ) ( 557 ) 90 ( 20,471 )

Selling, general and administrative expenses ( 439 ) ( 26 ) — ( 465 )

Net periodic benefit credits other than service cost component 212 — — 212

Excluding depreciation, depletion and amortization 994 40 — 1,034

Other segment items 1

( 136 ) 6 — ( 130 )

Total Adjusted EBITDA $ 3,089 $ 69 $ 11 $ 3,169

Interest expense, net $ ( 276 )

Income tax expense ( 423 )

Depreciation, depletion and amortization ( 1,034 )

Steelmaking $ ( 938 ) $ ( 994 ) $ ( 860 )

Other Businesses ( 35 ) ( 40 ) ( 37 )

Total depreciation, depletion and amortization $ ( 973 ) $ ( 1,034 ) $ ( 897 )

EBITDA from noncontrolling interests 2

Acquisition-related costs ( 1 )

Loss on extinguishment of debt ( 75 )

Loss on disposal of assets ( 22 )

Other, net ( 36 )

Net income $ 1,376

Capital Additions $ 1,003 $ 30 $ — $ 1,033

Steelmaking $ 778 $ 997 $ 787

Other Businesses 3 30 52

Corporate 4 6 18

Total capital additions $ 785 $ 1,033 $ 857

1 Refer to NOTE 2 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION for additional information.

The following summarizes our assets by segment:

(In millions) 2023 2022

Steelmaking $ 16,880 $ 18,070

Other Businesses 657 836

Intersegment eliminations ( 507 ) ( 521 )

Total segment assets 17,030 18,385

Corporate/Eliminations 507 370

Total assets $ 17,537 $ 18,755

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Assets $ 17,918 $ 837 $ — $ 18,755

2 EBITDA of noncontrolling interests includes net income attributable to noncontrolling interests of $ 41 million and the exclusion of depreciation, depletion, and amortization of $ 33 million.

Included in the consolidated financial statements are the following amounts relating to geographic location based on product destination:

Year Ended December 31,

(In millions) 2024 2023 2022

8 unchanged sentences

Total property, plant and equipment, net $ 9,942 $ 8,895 $ 9,070

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NOTE 6 - PROPERTY, PLANT AND EQUIPMENT

13 unchanged sentences

Depreciation expense for the year ended December 31, 2022 includes $ 23 million of accelerated depreciation related to the decision to indefinitely idle the coke facility at Middletown Works and $ 68 million of accelerated depreciation related to the indefinite idle of the Indiana Harbor #4 blast furnace.

During the year ended December 31, 2022, we announced the permanent closure of Mountain State Carbon, which resulted in a $ 29 million asset impairment charge.

The net book value of the mineral and land rights are as follows:

6 unchanged sentences

We recorded depletion expense of $ 29 million, $ 33 million and $ 38 million for the years ended December 31, 2024, 2023, and 2022, respectively.

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NOTE 7 - GOODWILL AND INTANGIBLE ASSETS AND LIABILITIES

4 unchanged sentences

Total goodwill $ 1,768 $ 1,005

Our 2023 annual goodwill impairment analysis resulted in a full impairment charge of $ 125 million for goodwill related to our Tooling and Stamping reporting unit.

The fair value of our Tooling and Stamping reporting unit was estimated using the discounted cash flow methodology (level 3 within the fair value hierarchy), which considers forecasted cash flows discounted at an estimated weighted average cost of capital.

The decline in the fair value of our Tooling and Stamping reporting unit below its carrying value during 2023 resulted from forgoing previous investment and capital plans in favor of other opportunities and an increase in the discount rate.

The increase in the balance of Goodwill in our Steelmaking segment as of December 31, 2024, compared to December 31, 2023, is due to the preliminary purchase price allocation of goodwill in 2024, related to the Stelco Acquisition.

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INTANGIBLE ASSETS AND LIABILITIES

11 unchanged sentences

Above-market supply contracts $ ( 71 ) $ 30 $ ( 41 ) $ ( 71 ) $ 24 $ ( 47 )

1 Intangible assets are classified as Other non-current assets .

1 Amortization related to mining permits is recognized in Cost of goods sold .

2 unchanged sentences

Amortization of all intangible liabilities is recognized in Cost of goods sold .

Amortization expense related to intangible assets was $ 13 million for both the years ended December 31, 2023 and 2022.

Amortization expense related to Intangible assets was $ 24 million and $ 13 million for the years ended December 31, 2024 and 2023, respectively.

Estimated future amortization expense related to intangible assets is $ 79 million annually for the years 2025 through 2029.

1 unchanged sentence

Estimated future amortization income related to the intangible liabilities is $ 5 million annually for the years 2025 through 2029.

The increase in the balance of Intangible assets as of December 31, 2024, compared to December 31, 2023, is due to the preliminary purchase price allocation to intangible assets in 2024, related to the Stelco Acquisition.

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22 unchanged sentences

Cliffs 4.875 % 325 325

7.000% 2032 Senior Notes

Cliffs 7.054 % 1,425 —

7.375% 2033 Senior Notes

Cliffs 7.375 % 900 —

6.250 % 2040 Senior Notes

Cliffs 6.340 % 235 235

ABL Facility Cliffs 2

6 unchanged sentences

3 Our ABL Facility annual effective interest rate was 5.829 % as of December 31, 2024.

OUTSTANDING SENIOR SECURED NOTES

The 6.750 % 2026 Senior Secured Notes bear interest at a rate of 6.750 % per annum, payable semi-annually in arrears on March 15 and September 15 of each year.

The 6.750 % 2026 Senior Secured Notes will mature on March 15, 2026.

The 6.750 % 2026 Senior Secured Notes are jointly and severally and fully and unconditionally guaranteed on a senior secured basis by substantially all of our material domestic subsidiaries and are secured (subject in each case to certain exceptions and permitted liens) by (i) a first-priority lien, on substantially all of our assets and the assets of the guarantors, other than the ABL Collateral (as defined below), and (ii) a second-priority lien on the ABL Collateral, which is junior to a first-priority lien for the benefit of the lenders under our ABL Facility.

We may redeem the 6.750 % 2026 Senior Secured Notes in whole or in part, at any time at our option upon not less than 30, and not more than 60, days' prior notice sent to the holders of the 6.750% 2026 Senior Secured Notes.

The 6.750% 2026 Senior Secured Notes are redeemable at a price equal to 103.375 % of the principal amount thereof, decreasing to 101.688 % on March 15, 2024 and are redeemable at par beginning on March 15, 2025.

In each case, we pay the redemption premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

In addition, if a change in control triggering event, as defined in the indenture, occurs with respect to the 6.750 % 2026 Senior Secured Notes, we will be required to offer to purchase the notes at a purchase price equal to 101 % of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of purchase.

The terms of the 6.750 % 2026 Senior Secured Notes contain certain customary covenants;

however, there are no financial covenants.

OUTSTANDING SENIOR UNSECURED NOTES

1 unchanged sentence

7.000% 2032 SENIOR NOTES - 2024 OFFERING

On April 14, 2023, we entered into an indenture among Cliffs, the guarantors party thereto and U.S.

On March 18, 2024, we entered into an indenture among Cliffs, the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee, relating to the issuance of $ 825 million aggregate principal amount of our 7.000% 2032 Senior Notes, which were issued at par.

The 7.000 % 2032 Senior Notes were issued in a private placement transaction exempt from the registration requirements of the Securities Act.

The 6.750 % 2030 Senior Notes bear interest at a rate of 6.750 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, which commenced on October 15, 2023.

The 6.750% 2030 Senior Notes mature on April 15, 2030.

On August 16, 2024, we issued an additional $ 600 million aggregate principal amount of our 7.000% 2032 Senior Notes in a private placement transaction exempt from the registration requirements of the Securities Act.

These additional notes were issued at a price of 99.25 % of their principal amount.

Furthermore, the additional notes are treated as the same class and series as the initial notes issued on March 18, 2024, other than with respect to the date of issuance and issue price.

The net proceeds from the transaction were used to finance a portion of the cash consideration paid in connection with the Stelco Acquisition, which we completed on November 1, 2024.

The 7.000% 2032 Senior Notes bear interest at a rate of 7.000% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2024.

The 7.000% 2032 Senior Notes mature on March 15, 2032.

The 7.000% 2032 Senior Notes are unsecured senior obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness.

The 7.000% 2032 Senior Notes are guaranteed on a senior unsecured basis by our material direct and indirect wholly owned domestic subsidiaries.

The 6.750% 2030 Senior Notes are structurally

The 7.000% 2032 Senior Notes are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the 7.000% 2032 Senior Notes.

The 7.000% 2032 Senior Notes may be redeemed, in whole or in part, at any time at our option not less than 10 days nor more than 60 days after prior notice is sent to the holders of the 7.000% 2032 Senior Notes.

The 7.000% 2032 Senior Notes are redeemable prior to March 15, 2027, at a redemption price equal to 100 % of the principal amount thereof plus a "make-whole" premium set forth in the indenture.

We may also redeem up to 35 % of the aggregate principal amount of the 7.000% 2032 Senior Notes prior to March 15, 2027, at a redemption price equal to 107.000 % of the principal amount thereof with the net cash proceeds of one or more equity offerings.

The 7.000% 2032 Senior Notes are redeemable beginning on March 15, 2027, at a redemption price equal to 103.500 % of the principal amount thereof, decreasing to 101.750 % on March 15, 2028, and are redeemable at par

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subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the 6.750% 2030 Senior Notes.

beginning on March 15, 2029.

In each case, we pay the applicable redemption or "make-whole" premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

In addition, if a change in control triggering event, as defined in the indenture, occurs with respect to the 7.000% 2032 Senior Notes, we will be required to offer to repurchase the notes at a purchase price equal to 101 % of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.

The terms of the 7.000% 2032 Senior Notes contain certain customary covenants;

however, there are no financial covenants.

CLEVELAND-CLIFFS INC.

6.875% 2029 SENIOR NOTES - 2024 OFFERING

On October 22, 2024, we entered into an indenture among Cliffs, the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee, relating to the issuance of $ 900 million aggregate principal amount of our 6.875 % 2029 Senior Notes, which were issued at par.

The 6.875 % 2029 Senior Notes were issued in a private placement transaction that was exempt from the registration requirements of the Securities Act.

The net proceeds from the transaction were used to finance a portion of the cash consideration paid in connection with the Stelco Acquisition, which we completed on November 1, 2024.

The 6.875% 2029 Senior Notes bear interest at a rate of 6.875% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on May 1, 2025.

The 6.875% 2029 Senior Notes mature on November 1, 2029.

The 6.875% 2029 Senior Notes are unsecured senior obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness.

The 6.875% 2029 Senior Notes are guaranteed on a senior unsecured basis by our material direct and indirect wholly owned domestic subsidiaries.

The 6.875% 2029 Senior Notes are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the 6.875% 2029 Senior Notes.

The 6.875% 2029 Senior Notes may be redeemed, in whole or in part, at any time at our option not less than 10 days nor more than 60 days after prior notice is sent to the holders of the 6.875% 2029 Senior Notes.

The 6.750% 2030 Senior Notes are redeemable prior to April 15, 2026, at a redemption price equal to 100 % of the principal amount thereof plus a "make-whole" premium set forth in the indenture.

We may also redeem up to 35 % of the aggregate principal amount of the 6.750% 2030 Senior Notes prior to April 15, 2026 at a redemption price equal to 106.750 % of the principal amount thereof with the net cash proceeds of one or more equity offerings.

The 6.750% 2030 Senior Notes are redeemable beginning on April 15, 2026, at a redemption price equal to 103.375 % of the principal amount thereof, decreasing to 101.688 % on April 15, 2027, and are redeemable at par beginning on April 15, 2028.

In each case, we pay the applicable redemption and "make-whole" premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

The 6.875% 2029 Senior Notes are redeemable prior to November 1, 2026, at a redemption price equal to 100 % of the principal amount thereof plus a "make-whole" premium set forth in the indenture.

We may also redeem up to 35 % of the aggregate principal amount of the 6.875% 2029 Senior Notes prior to November 1, 2026, at a redemption price equal to 106.875 % of the principal amount thereof with the net cash proceeds of one or more equity offerings.

The 6.875% 2029 Senior Notes are redeemable beginning on November 1, 2026, at a redemption price equal to 103.438 % of the principal amount thereof, decreasing to 100% on November 1, 2028.

In each case, we pay the applicable redemption or "make-whole" premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

In addition, if a change in control triggering event, as defined in the indenture, occurs with respect to the 6.875% 2029 Senior Notes, we will be required to offer to repurchase the notes at a purchase price equal to 101 % of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.

2 unchanged sentences

CLEVELAND-CLIFFS INC.

7.375% 2033 SENIOR NOTES - 2024 OFFERING

On October 22, 2024, we entered into an indenture among Cliffs, the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee, relating to the issuance of $ 900 million aggregate principal amount of our 7.375 % 2033 Senior Notes, which were issued at par.

The 7.375 % 2033 Senior Notes were issued in a private placement transaction that was exempt from the registration requirements of the Securities Act.

The net proceeds from the transaction were used to finance a portion of the cash consideration paid in connection with the Stelco Acquisition, which we completed on November 1, 2024.

The 7.375% 2033 Senior Notes bear interest at a rate of 7.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on May 1, 2025.

The 7.375% 2033 Senior Notes mature on May 1, 2033.

The 7.375% 2033 Senior Notes are unsecured senior obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness.

The 7.375% 2033 Senior Notes are guaranteed on a senior unsecured basis by our material direct and indirect wholly owned domestic subsidiaries.

The 7.375% 2033 Senior Notes are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the 7.375% 2033 Senior Notes.

The 7.375% 2033 Senior Notes may be redeemed, in whole or in part, at any time at our option not less than 10 days nor more than 60 days after prior notice is sent to the holders of the 7.375% 2033 Senior Notes.

The 7.375% 2029 Senior Notes are redeemable prior to May 1, 2028, at a redemption price equal to 100 % of the principal amount thereof plus a "make-whole" premium set forth in the indenture.

We may also redeem up to 35 % of the aggregate principal amount of the 7.375% 2033 Senior Notes prior to May 1, 2028, at a redemption price equal to 107.375 % of the principal amount thereof with the net cash proceeds of one or more equity offerings.

The 7.375% 2033 Senior Notes are redeemable beginning on May 1, 2028, at a redemption price equal to 103.688 % of the principal amount thereof, decreasing to 100% on November 1, 2028.

In each case, we pay the applicable redemption or "make-whole" premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

In addition, if a change in control triggering event, as defined in the indenture, occurs with respect to the 7.375% 2033 Senior Notes, we will be required to offer to repurchase the notes at a purchase price equal to 101 % of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.

The terms of the 7.375% 2033 Senior Notes contain certain customary covenants;

however, there are no financial covenants.

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CLEVELAND-CLIFFS INC.

OTHER OUTSTANDING UNSECURED SENIOR NOTES

5 unchanged sentences

4.625% 2029 Senior Notes March 1, 2029 March 1 and September 1

6.750% 2030 Senior Notes April 15, 2030 April 15 and October 15

4.875% 2031 Senior Notes March 1, 2031 March 1 and September 1

1 unchanged sentence

The senior notes are unsecured obligations and rank equally in right of payment with all our other existing and future unsecured and unsubordinated indebtedness.

The 7.000% 2027 Senior Notes, 5.875% 2027 Senior Notes, 4.625% 2029 Senior Notes and 4.875% 2031 Senior Notes are guaranteed on a senior unsecured basis by our material direct and indirect wholly owned domestic subsidiaries and, therefore, are structurally senior to any of our existing and future indebtedness that is not guaranteed by such guarantors and are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the notes.

The 7.000% 2027 Senior Notes, 5.875% 2027 Senior Notes, 4.625% 2029 Senior Notes, 6.750% 2030 Senior Notes, and 4.875% 2031 Senior Notes are guaranteed on a senior unsecured basis by our material direct and indirect wholly owned domestic subsidiaries and, therefore, are structurally senior to any of our existing and future indebtedness that is not guaranteed by such guarantors and are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the notes.

There are no subsidiary guarantees of the interest and principal amounts for the 6.250% 2040 Senior Notes.

The 7.000 % 2027 Senior Notes may be redeemed, in whole or in part, at any time at our option upon not less than 30, and not more than 60, days' prior notice sent to the holders.

The 7.000% 2027 Senior Notes are redeemable at a price equal to 102.333 % of the principal amount thereof, decreasing to 101.167 % on March 15, 2024 and are redeemable at par beginning on March 15, 2025.

The 7.000% 2027 Senior Notes are currently redeemable at a price equal to 101.167 % of the principal amount thereof, and are redeemable at par beginning on March 15, 2025.

In each case, we pay the redemption premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

The 5.875 % 2027 Senior Notes may be redeemed, in whole or in part, at any time at our option upon not less than 30, and not more than 60, days' prior notice sent to the holders.

The 5.875 % 2027 Senior Notes are redeemable at a price equal to 101.958 % of the principal amount thereof, decreasing to 100.979 % on June 1, 2024 and are redeemable at par beginning on June 1, 2025.

The 5.875 % 2027 Senior Notes are currently redeemable at a price equal to 100.979 % of the principal amount thereof, and are redeemable at par beginning on June 1, 2025.

In each case, we pay the redemption premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

The 4.625 % 2029 Senior Notes may be redeemed, in whole or in part, on not less than 10, nor more than 60, days’ prior notice sent to the holders of the notes.

The 4.625% 2029 Senior Notes are redeemable prior to March 1, 2024, at a redemption price equal to 100% of the principal amount thereof plus a "make-whole" premium set forth in the indenture.

We may also redeem up to 35% of the aggregate principal amount of the 4.625% 2029 Senior Notes prior to March 1, 2024 at a redemption price equal to 104.625 % of the principal amount thereof with the net cash proceeds of one or more equity offerings.

The 4.625% 2029 Senior Notes are redeemable beginning on March 1, 2024, at a redemption price equal to 102.313 % of the principal amount thereof, decreasing to 101.156 % on March 1, 2025 and are redeemable at par beginning on March 1, 2026.

In each case, we pay the redemption and "make-whole" premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

The 4.625% 2029 Senior Notes are currently redeemable at a price equal to 102.313 % of the principal amount thereof, decreasing to 101.156 % on March 1, 2025, and are redeemable at par beginning on March 1, 2026.

In each case, we pay the redemption premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

The 6.750 % 2030 Senior Notes may be redeemed, in whole or in part, at any time at our option not less than 10 days nor more than 60 days after prior notice is sent to the holders of the 6.750% 2030 Senior Notes.

The 6.750% 2030 Senior Notes are redeemable prior to April 15, 2026, at a redemption price equal to 100 % of the principal amount thereof plus a "make-whole" premium set forth in the indenture.

In each case, we pay the applicable redemption and "make-whole" premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

The 4.875 % 2031 Senior Notes may be redeemed, in whole or in part, on not less than 10, nor more than 60, days’ prior notice sent to the holders of the notes.

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We may also redeem up to 35% of the aggregate principal amount of the 4.875% 2031 Senior Notes prior to March 1, 2026 at a redemption price equal to 104.875 % of the principal amount thereof with the net cash proceeds of one or more equity offerings.

The 4.875% 2031 Senior Notes are redeemable beginning on March 1, 2026, at a redemption price equal to 102.438 % of the principal amount thereof, decreasing to 101.625 % on March 1, 2027, 100.813 % on March 1, 2028 and are redeemable at par beginning on March 1, 2029.

77 | CLF 2023 FORM 10-K

The 4.875% 2031 Senior Notes are redeemable beginning on March 1, 2026, at a redemption price equal to 102.438 % of the principal amount thereof, decreasing to 101.625 % on March 1, 2027, and 100.813 % on March 1, 2028, and are redeemable at par beginning on March 1, 2029.

In each case, we pay the redemption and "make-whole" premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

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however, there are no financial covenants.

85 | CLF 2024 FORM 10-K

AK STEEL CORPORATION UNSECURED SENIOR NOTES

3 unchanged sentences

The 7.000 % 2027 AK Senior Notes may be redeemed, in whole or in part, at any time at our option upon not less than 30, and not more than 60, days' prior notice sent to the holders.

The 7.000% 2027 AK Senior Notes are redeemable at a price equal to 102.333 % of the principal amount thereof, decreasing to 101.167 % on March 15, 2024 and are redeemable at par beginning on March 15, 2025.

The 7.000% 2027 AK Senior Notes are currently redeemable at a price equal to 101.167 %, and are redeemable at par beginning on March 15, 2025.

In each case, we pay the redemption premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

On June 9, 2023, we entered into the Fourth ABL Amendment to our ABL Facility.

The Fourth ABL Amendment increased the amount of tranche A revolver commitments thereunder by an additional $ 250 million to an aggregate principal amount of $ 4.75 billion.

As of December 31, 2023, the ABL Facility provides for up to $ 4.75 billion in borrowings, including a $ 555 million sublimit for the issuance of letters of credit and a $ 200 million sublimit for swingline loans.

The Fourth ABL Amendment also extended the maturity date of all commitments under the ABL Facility from March 13, 2025 to June 9, 2028 or 91 days prior to the maturity of certain other material debt.

Availability under the ABL Facility is limited to an eligible borrowing base, as applicable, determined by applying customary advance rates to eligible accounts receivable, inventory and certain mobile equipment.

The Fourth ABL Amendment removed the LIBOR option for variable loans due to its cessation and replaced it with a SOFR option.

Borrowings under the ABL Facility bear interest, at our option, at a base rate, or if certain conditions are met, a SOFR rate, in each case, plus an applicable tiered margin.

The base rate is equal to the greater of the federal funds rate plus 0.5 % or the term SOFR plus 1.25 %.

In addition, there is an unused commitment fee of between 0.25 % and 0.35 %, which is applied to the unused portion of the ABL Facility.

On July 31, 2024 and September 13, 2024, in connection with the Stelco Acquisition, we entered into the fifth and sixth amendments to our ABL Facility, respectively.

The amendments, among other things, (i) amend the normal conditions for borrowing loans to allow for the Stelco Acquisition and permit additional borrowings for the purpose of financing a portion of the Stelco Acquisition purchase price, and (ii) subsequent to the Stelco Acquisition and the satisfaction of customary conditions, divide the existing $ 4.75 billion of aggregate lending commitments under our ABL Facility into two tranches, (x) a $ 4.25 billion tranche of lending commitments available to be borrowed by the Company and certain U.S.

subsidiaries of the Company that are designated as borrowers from time to time in accordance with the ABL Facility and (y) a $ 500 million tranche of lending commitments available to be borrowed by certain Canadian subsidiaries of the Company that are designated as borrowers from time to time in accordance with the ABL Facility.

The maturity date of the ABL Facility remains the earlier of June 9, 2028, or 91 days prior to the maturity of certain other material debt.

The ABL Facility and certain bank products and hedge obligations are guaranteed by certain of our existing wholly owned U.S.

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For certain events of default related to insolvency and receivership, the commitments of the lenders will be automatically terminated and all outstanding loans and other amounts will become immediately due and payable.

78 | CLF 2023 FORM 10-K

The following represents a summary of our borrowing capacity under the ABL Facility:

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Available borrowing base on ABL Facility 1

Borrowings ( 1,560 )

Letter of credit obligations 2

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2 We issued standby letters of credit with certain financial institutions in order to support business obligations, including, but not limited to, operating agreements, employee severance, environmental obligations, workers' compensation, and insurance obligations.

86 | CLF 2024 FORM 10-K

DEBT EXTINGUISHMENTS

On March 18, 2024, we used a portion of the net proceeds from the initial 7.000% 2032 Senior Notes issuance to repurchase $ 640 million in aggregate principal amount of our 6.750% 2026 Senior Secured Notes pursuant to a tender offer.

On April 3, 2024, we redeemed the remaining $ 189 million in aggregate principal amount of our then-outstanding 6.750% 2026 Senior Secured Notes with the remaining portion of the net proceeds from the initial 7.000% 2032 Senior Notes issuance and available liquidity.

DEBT MATURITIES

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Certain salaried plans calculate benefits using a cash balance formula, which earns interest credits and allocations based on a percent of pay.

As a result of the Stelco Acquisition, we assumed the obligations under Stelco's defined benefit pension plans.

These Canadian defined benefit pension plans acquired amounted to a benefit obligation, net of assets, of $ 14 million based on a November 1, 2024 measurement.

We offer postretirement health care and life insurance benefits to retirees through various funded and unfunded plans.

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Participant contributions — — 36 42

Acquired through business combinations 35 — — —

Foreign currency exchange ( 1 ) — — —

Effect of settlement ( 9 ) ( 24 ) — —

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Benefits paid ( 429 ) ( 436 ) ( 155 ) ( 163 )

Acquired through business combinations 21 — — —

Foreign currency exchange ( 1 ) — — —

Effect of settlement ( 9 ) ( 24 ) — —

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Prior service costs (credits) 18 18 5 ( 15 ) ( 17 ) ( 3 )

Settlements ( 4 ) ( 8 ) ( 22 ) — — —

Settlements and special termination benefits ( 2 ) ( 4 ) ( 8 ) 2 — —

Net periodic benefit cost (credit) $ ( 59 ) $ ( 32 ) $ ( 156 ) $ ( 152 ) $ ( 131 ) $ 24

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Per capita healthcare costs and healthcare trend 2

— — 33 ( 1,333 )

Other ( 5 ) ( 1 ) — —

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Plan amendments — 3 7 8

3 122 8 ( 163 )

Total recognized in other comprehensive loss (income) $ ( 113 ) $ 42 $ 335 $ ( 12 )

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We had adjustments relating to retirements, participation, persistency and census data updates.

2 The gain in per capita healthcare costs in 2022 relating to our OPEB plans is primarily due to the negotiation of favorable Medicare Advantage Prescription Drug healthcare rates, which went into effect on January 1, 2023.

Additionally, we expanded the Medicare Advantage program to retirees on some of our other plans during the 2022 USW labor negotiations which added additional savings.

The negotiated rates extend through 2025.

3 In 2022, the plan amendment gains and losses were generated from the ratification of the 2022 USW labor agreements.

The plan amendment loss related to our pension plans is attributable to the increase to the pre-2023 service multiplier to $ 115 and the service multiplier applicable to service beginning in 2023 to $ 126 for retirements after January 1, 2023.

The plan amendment gain related to our OPEB plans is attributable to the implementation of a cap on healthcare costs for employees retiring after January 1, 2026 on one of our Cleveland-Cliffs Steel LLC plans as well as the extension of the Medicare Advantage program to plans that previously did not have the offering.

2 The loss in per capita healthcare costs in 2024 relating to our OPEB plans is primarily due to unfavorable Medicare Advantage Prescription Drug healthcare rates, which are effective January 1, 2025.

Additionally, we increased our short-term Medicare Advantage Prescription Drug trend rate assumption.

89 | CLF 2024 FORM 10-K

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VEBA withdrawals are represented net of direct payments.

There will be no further contributions to the Cleveland-Cliffs Steel LLC VEBA based on earnings for the remainder of the labor agreement with the USW, which expires in September of 2026.

There will be no further contributions to the Cleveland-Cliffs Steel LLC VEBA based on earnings for the remainder of the labor agreement with the USW, which expires in September 2026.

ESTIMATED FUTURE BENEFIT PAYMENTS

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Mortality is projected for all plans using Scale MP-2021 with generational projection for both years.

In 2024, no changes have been made to the plans' mortality tables.

In 2023, we switched two OPEB plans from company-specific base mortality tables to the Pri-2012 mortality tables to align with our other OPEB plans.

In 2022, we switched one pension plan from the Pri-2012 mortality tables to company-specific base mortality tables.

The following represents weighted-average assumptions used to determine benefit obligations:

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Year that the ultimate rate is reached 2032 2032

1 The health care trend rate for the next year is weighted for all of our OPEB plans and factors in our Medicare Advantage Prescription Drug pricing arrangements.

In 2023, we increased our assumed health care cost trend rate for self insured plans to 6.50% from 6.00% for 2024, which grades down on a linear basis to 4.50% by 2032.

The health care trend rate for the Medicare Advantage Prescription Drug plans is set to match the negotiated rates through 2025 and then converts to the same trend rate as our self insured plan.

In 2023, we layered in a one time increase to the healthcare trend rate for the Medicare Advantage Prescription Drug plans for 2026.

These increases align with our expectation of higher health care costs due to increased popularity of specialty medication, current carrier and provider negotiations and impacts from third party funding associated with the Inflation Reduction Act.

1 The health care trend rate is weighted for all of our OPEB plans and factors in our Medicare Advantage Prescription Drug pricing arrangements.

In 2024, we maintained our assumed health care cost trend rate for self insured plans at 6.25%, which grades down on a linear basis to 4.50% by 2032.

In 2024, the health care trend rate for the Medicare Advantage Prescription Drug plans assumes a 16.25% rate, which is primarily driven by our expectation that the impacts from the Inflation Reduction Act will negatively impact Medicare Advantage Prescription Drug plan costs for the next year.

We assume the healthcare trend rate for the Medicare Advantage Prescription Drug plans will realign with the self insured plans after the one time increase.

Our investment objectives with respect to our pension and OPEB assets are to maximize investment returns within reasonable and prudent levels of risk and maintain sufficient liquidity to meet benefit obligations over the life of each plan.

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Fixed income investments primarily include corporate bonds and government debt securities, which are generally customized based on a plan's obligation duration.

Certain plans have strategies that invest in fixed income funds that hold hedging investment products which are designed to protect the fund's funded status.

To enhance our diversification, we also invest in hedge funds, private equity, structured credit and real estate.

We review investment performance, asset allocations and policy compliance on a quarterly basis.

In the fourth quarter of 2022, we increased our fixed income allocation for one of our more mature pension plans, which totaled $ 1.2 billion on December 31, 2022.

In the fourth quarter of 2022, we also transitioned $ 2.9 billion of pension and OPEB assets to be managed by an external investment advisor in a delegated manner, which resulted in a shift to treasury based hedging, a higher alternative investment allocation and reduction to equity risk exposure.

These changes resulted in a shift in underlying investments and increased our weighted-average expected return on plan assets in 2023 compared to 2022.

The expected return on plan assets are calculated on a plan-by-plan basis and take into account each plan's strategic asset allocation.

The expected return on plan assets is calculated on a plan-by-plan basis and take into account each plan's strategic asset allocation.

The calculation of rates by asset class are based primarily on our future expected returns and take into consideration the duration of the cash flows, active management and fees.

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Assets for OPEB plans include VEBA trusts pursuant to bargaining agreements that are available to fund retired employees’ life insurance obligations and medical benefits.

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Real estate 9.9 11.2 11.2 3.1 4.1 4.7

Absolute return fixed income — — 1.9 — — 5.8

Total 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 %

91 | CLF 2024 FORM 10-K

FAIR VALUE MEASUREMENTS

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Fixed income investments classified as Level 2 include U.S.

Treasury STRIPS which are priced daily through a bond pricing vendor as well as corporate bonds, mortgage-backed securities and non-US bonds which have valuations based on their bid-ask spreads or quoted prices of securities with similar characteristics.

Treasury STRIPS which are priced daily through a bond pricing vendor as well as corporate bonds, mortgage-backed securities and non-U.S.

bonds which have valuations based on their bid-ask spreads or quoted prices of securities with similar characteristics.

Certain investments in hedge funds, private equity, structured credit and real estate are classified as Level 3 due to the absence of quoted market prices and inherent lack of liquidity.

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Real estate — — — — 242 286 232 189 474 475

Absolute return fixed income — — — — — — — 84 — 84

Total $ 1,941 $ 1,920 $ 577 $ 657 $ 692 $ 770 $ 1,027 $ 935 $ 4,237 $ 4,282

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Hedge funds — — — — 10 10 — — 10 10

Private equity — — — — — — — — — —

Structured credit — — — — 4 7 — — 4 7

Real estate — — — — 5 10 25 24 30 34

Absolute return fixed income — — — — — — — 42 — 42

Total $ 450 $ 441 $ 124 $ 121 $ 19 $ 27 $ 149 $ 150 $ 742 $ 739

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3 The surcharge represents an additional required contribution due as a result of the critical funding status of the plan.

4 We are a party to six collective bargaining agreements that require contributions to the Steelworkers Pension Trust and three collective bargaining agreements that require contributions to the IAM National Pension Fund's National Pension Plan.

4 We are party to six collective bargaining agreements that require contributions to the Steelworkers Pension Trust and three collective bargaining agreements that require contributions to the IAM National Pension Fund's National Pension Plan.

5 Plans that are not individually significant to our Company are presented in aggregate.

With the ratification of the 2022 USW labor agreements, we increased our contribution rate to the Steelworkers Pension Trust by $ 0.50 to $ 4.00 per eligible hour.

The increase was effective November 1, 2022.

We are one of the largest contributors to the Steelworkers Pension Trust.

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NOTE 10 - STOCK COMPENSATION PLANS

At December 31, 2023, we had outstanding awards under three share-based compensation plans:

the 2021 Equity Plan, the A&R 2015 Equity Plan and the 2012 Amended Equity Plan.

At December 31, 2024, we had outstanding awards under two share-based compensation plans:

the 2021 Equity Plan and the A&R 2015 Equity Plan.

As of December 31, 2024, there were 20.9 million remaining shares available for grant under the 2021 Equity Plan.

No additional grants were issued from the 2012 Amended Equity Plan or the A&R 2015 Equity Plan after the date of approval of the 2021 Equity Plan;

however, all awards previously granted under the predecessor plans will continue in accordance with the terms of the outstanding awards.

No additional grants were issued from the A&R 2015 Equity Plan after the date of approval of the 2021 Equity Plan;

however, all awards previously granted under predecessor plans will continue in accordance with the terms of the outstanding awards.

Upon vesting of share-based compensation awards, we issue shares from treasury shares before issuing new shares.

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Stock options granted to date generally vest over a period from one to three years with an expiration date at ten years from the date of grant.

The total intrinsic value of options exercised in 2023 was $ 1 million and the amount in 2022 was $ 3 million.

The total intrinsic value of options exercised in 2024 and 2023 was $ 4 million and $ 1 million, respectively.

As of December 31, 2024, all outstanding options were exercisable.

For options outstanding at December 31, 2023, the weighted-average remaining contractual life was 2.1 years and the aggregate intrinsic value was $ 5 million.

For options outstanding at December 31, 2024, the weighted-average remaining contractual life was 3.0 years and the aggregate intrinsic value was nominal.

The fair value of stock options is estimated on the date of grant using a Black-Scholes model using the grant date price of our common shares, the option exercise price, the option’s expected term, the volatility of our common shares, the risk-free interest rate and the dividend yield over the option’s expected term.

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Our nonemployee directors are entitled to receive restricted share awards under the Directors’ Plan.

For 2023, 2022 and 2021, nonemployee directors were granted a specified number of restricted shares, with a value equal to $ 140,000 , $ 140,000 and $ 120,000 , respectively.

The number of shares is based on the closing price of our common shares on the date of the Annual Meeting.

For 2024, 2023 and 2022, nonemployee directors were granted a specified number of restricted shares, with a value equal to $ 140,000 in each year.

The number of shares is based on the closing price of our common shares on the grant date.

The restricted share awards issued under the Directors' Plan generally vest 12 months from the grant date.

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NOTE 11 - INCOME TAXES

Income from continuing operations before income taxes includes the following components:

Income (loss) from continuing operations before income taxes includes the following components:

Year Ended December 31,

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Total $ ( 943 ) $ 597 $ 1,796

The components of the income tax expense from continuing operations consist of the following:

The components of the income tax expense (benefit) from continuing operations consist of the following:

Year Ended December 31,

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Foreign 3 4 1

( 41 ) 34 333

Deferred provision (benefit):

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Foreign ( 9 ) 10 ( 5 )

Total income tax expense from continuing operations $ 148 $ 423 $ 773

Total income tax expense (benefit) from continuing operations $ ( 235 ) $ 148 $ 423

96 | CLF 2024 FORM 10-K

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Other items, net 20 ( 2 ) 11 2 4 —

Provision for income tax expense and effective income tax rate including discrete items $ 148 25 % $ 423 23 % $ 773 20 %

The decreases in income tax expense in 2023, as compared to 2022, as well as 2022 compared to 2021 are predominately related to the decrease in the pre-tax book income year-over-year.

Provision for income tax expense (benefit) and effective income tax rate including discrete items $ ( 235 ) 25 % $ 148 25 % $ 423 23 %

The increase in income tax benefit in 2024, as compared to income tax expense in 2023, as well as the decrease in income tax expense in 2023 compared to 2022 are predominantly related to the decrease in the pre-tax book income year-over-year.

The components of income taxes for other than continuing operations consisted of the following:

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Pension and OPEB $ 55 $ 10 $ ( 425 )

Derivative financial instruments 47 26 ( 21 )

Derivative instruments ( 37 ) 47 26

Total $ 18 $ 57 $ ( 399 )

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Property, plant and equipment and mineral rights ( 811 ) ( 837 )

Intangible assets ( 441 ) ( 27 )

Other assets ( 59 ) ( 76 )

Total deferred tax liabilities ( 1,580 ) ( 1,211 )

Net deferred tax assets (liabilities) $ ( 635 ) $ ( 578 )

Net deferred tax liabilities $ ( 854 ) $ ( 635 )

We had gross domestic (including states) and foreign NOLs of $ 3,549 million and $ 1,507 million, respectively, at December 31, 2024.

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The foreign NOLs begin to expire in 2035.

For the year ended December 31, 2024, we had $ 92 million gross U.S.

interest expense limitation carryforwards.

For the year ended December 31, 2023, we had no gross interest expense limitation carryforwards.

For the year ended December 31, 2022, we had $ 77 million gross interest expense limitation carryforwards.

97 | CLF 2024 FORM 10-K

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Change in valuation allowance:

Included in income tax expense 6 ( 19 ) ( 82 )

Decrease from acquisitions — — ( 345 )

Income tax (benefit) expense ( 8 ) 6 ( 19 )

Balance at end of year $ 388 $ 396 $ 390

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We intend to maintain a valuation allowance against these deferred tax assets, unless and until sufficient positive evidence exists to support the realization of such assets.

During 2021, we recorded a decrease to the valuation allowance of $ 345 million related to the election filed with our 2020 federal tax return to waive the pre-acquisition NOLs that are limited under Section 382 of the IRC.

An offsetting decrease was recorded in the NOL deferred tax asset in the same period.

Our losses in Luxembourg in recent periods represent sufficient negative evidence to require a full valuation allowance against the deferred tax assets in that jurisdiction.

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Decrease due to tax positions in prior year ( 1 ) — ( 1 )

Lapses in statutes of limitations — — ( 10 )

Unrecognized tax benefits balance as of December 31 $ 121 $ 76 $ 58

At December 31, 2023 and 2022, we had unrecognized tax benefits of $ 76 million and $ 58 million, respectively, included in Other non-current liabilities on the Statements of Consolidated Financial Position.

If the unrecognized tax benefits were recognized, the full $ 76 million would impact the effective tax rate.

At December 31, 2024 and 2023, we had unrecognized tax benefits of $ 121 million and $ 76 million, respectively.

Of these amounts, $ 75 million and $ 76 million were included in Other non-current liabilities on the Statements of Consolidated Financial Position.

Additionally, $ 46 million was included in Deferred income taxes at December 31, 2024.

If the unrecognized tax benefits were recognized, the $ 75 million would impact the effective tax rate.

Interest and penalties related to unrecognized tax benefits are $ 7 million for the year ended December 31, 2024.

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98 | CLF 2024 FORM 10-K

The following table summarizes the lease amounts included in our Statements of Consolidated Financial Position as of December 31, 2024 and 2023:

Year Ended December 31,

(In millions) Balance Sheet Location 2024 2023

Finance Property, plant and equipment, net $ 505 $ 306

Operating Other non-current assets 351 228

Current liabilities

Finance Other current liabilities $ 63 $ 49

Operating Other current liabilities 50 41

Non-current liabilities

Finance Other non-current liabilities $ 319 $ 166

Operating Other non-current liabilities 275 197

Lease costs are presented below:

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Lease terms and discount rates are shown below:

(In millions) 2023

Weighted average lease term (in years):

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Right-of-use assets obtained in exchange for new finance lease liabilities 1

Future minimum lease payments under noncancellable finance and operating leases as of December 31, 2023 were as follows:

Right-of-use assets obtained in exchange for new operating lease liabilities 1

1 Right-of-use assets obtained as a result of the Stelco Acquisition are not included.

99 | CLF 2024 FORM 10-K

The following is a summary of future minimum lease payments under noncancellable finance and operating leases as of December 31, 2024:

(In millions) Finance Leases Operating Leases

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The current and long-term portions of our finance and operating lease liabilities are included in Other current liabilities and Other non-current liabilities , respectively.

91 | CLF 2023 FORM 10-K

NOTE 13 - ASSET RETIREMENT OBLIGATIONS

NOTE 13 - ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS

ASSET RETIREMENT OBLIGATIONS

The accrued closure obligation provides for contractual and legal obligations related to our indefinitely idled and closed operations and for the eventual closure of our active operations.

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Asset retirement obligations have been recorded at present values using settlement dates based on when we expect these facilities to reach capacity and close.

We performed a detailed assessment of our asset retirement obligations related to our active mining operations most recently in 2023 in accordance with our accounting policy, which requires us to perform an in-depth evaluation of the liability every three years in addition to routine annual assessments.

In 2023, we employed third-party specialists to assist in the evaluation.

The following is a summary of our asset retirement obligations:

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Asset retirement obligation as of January 1 $ 459 $ 520

Increase from Stelco Acquisition 20 —

Decrease from sale of business — ( 76 )

Reclassification from environmental obligations — 63

Accretion expense 22 26

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Asset retirement obligation as of December 31 $ 526 $ 459

During 2023, we entered into a membership interest purchase agreement for the sale of the legal entities owning, among other things, our closed coal mines in Pennsylvania, resulting in a decrease to our asset retirement obligation.

During the first quarter of 2024, we announced the indefinite idle of our Weirton tinplate production plant, resulting in an increase to our asset retirement obligations as a result of acceleration of the timing and refinement in the cost required.

ENVIRONMENTAL OBLIGATIONS

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.

We have been, and may in the future be, subject to claims under laws and regulations for toxic torts, natural resource damages and other damages, as well as for the investigation and clean-up of soil,

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surface water, sediments, groundwater, and other natural resources and reclamation of properties.

If we reasonably can, we estimate potential remediation expenditures for those sites where future remediation efforts are probable based on identified conditions, regulatory requirements, or contractual obligations arising from the sale of a business or facility.

For sites involving government required investigations, including pursuant to RCRA and CERCLA, we typically make an estimate of potential remediation expenditures only after the investigation is complete and when we better understand the nature and scope of the remediation.

In general, the material factors in these estimates include the costs associated with investigations, delineations, risk assessments, remedial work, governmental response and oversight, site monitoring and preparation of reports to the appropriate environmental agencies.

The following is a summary of our environmental obligations:

(In millions) 2024 2023

Environmental obligations $ 114 $ 134

current portion 14 21

Long-term environmental obligations $ 100 $ 113

NOTE 14 - FAIR VALUE OF FINANCIAL INSTRUMENTS

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See NOTE 15 - DERIVATIVE INSTRUMENTS AND HEDGING for information on our derivative instruments, which are accounted for at fair value on a recurring basis.

A summary of the carrying value and fair value of other financial instruments were as follows:

The following table summarizes the carrying value and fair value of other financial instruments:

December 31, 2024 December 31, 2023

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The valuation of financial assets classified in Level 2 was determined using a market approach based upon quoted prices for similar assets in active markets or other inputs that were observable.

NOTE 15 - DERIVATIVE INSTRUMENTS AND HEDGING

We are exposed to fluctuations in market prices of raw materials and energy sources.

We may use cash-settled commodity swaps to hedge the market risk associated with the purchase of certain of our raw materials and energy requirements.

Our hedging strategy is to reduce the effect on earnings from the price volatility of these various commodity exposures, including timing differences between when we incur raw material commodity costs and when we receive sales surcharges from our customers

EMPLOYEE BENEFIT COMMITMENT

In connection with the Stelco Acquisition, we have acquired funding commitments to employee life and health trusts.

These obligations pertain to plans previously sponsored by Stelco prior to its bankruptcy.

The commitments primarily involve fixed scheduled payments that will continue until 2042, with an additional variable component tied to Stelco's standalone operating performance.

The financial liability is recorded at fair value on a recurring basis using a discounted cash flow model, which incorporates observable and unobservable inputs for risk-free interest rates and future operating estimates.

The liability is classified as a Level 3 within the fair value hierarchy.

The current and non-current portions of the employee benefit commitment are classified within Other current liabilities and Other non-current liabilities on the Statements of Consolidated Financial Position, respectively.

The following table summarizes the changes in fair value of the employee benefit commitment:

(In millions) 2024

Beginning balance as of January 1 $ —

Fair value of commitment assumed in connection with Stelco Acquisition ( 197 )

Total losses included in earnings ( 2 )

Foreign currency translation 6

Ending balance as of December 31 $ ( 188 )

MINNTAC OPTION

Stelco is party to an option to purchase a 25 % ownership interest in the MinnTac iron ore mine and related infrastructure located in Mt.

Iron, Minnesota from U.

Steel for $ 500 million.

This option is exercisable by Stelco at any time until January 31, 2027.

This option is recorded as a derivative instrument at fair value on a recurring basis and included within Other non-current assets on the Statements of Consolidated Financial Position.

Any gain or loss recorded in relation to the fair value of this option is presented within Other non-operating income (loss).

The fair value of the derivative asset is estimated using the Black-Scholes option pricing model, which incorporates observable or unobservable inputs for risk-free interest rates, foreign exchange rates, commodity prices,

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based on those raw materials.

Independent of any hedging activities, price changes in any of these commodity markets could negatively affect operating costs.

Our commodity contracts are designated as cash flow hedges for accounting purposes, and we record the gains and losses for the derivatives in Accumulated other comprehensive income until we reclassify them into Cost of goods sold when we recognize the associated underlying operating costs.

discount rates, corresponding market volatility levels and other market-based pricing factors.

This option is classified as a Level 3 derivative asset within the fair value hierarchy.

The following table summarizes the changes in fair value of the MinnTac option:

(In millions) 2024

Beginning balance as of January 1 $ —

Fair value of option acquired in connection with Stelco Acquisition 110

Total losses included in earnings ( 12 )

Foreign currency translation ( 3 )

Ending balance as of December 31 $ 95

NOTE 15 - DERIVATIVE INSTRUMENTS AND HEDGING

We are exposed to price risk associated with fluctuations in the market prices of purchased raw materials and energy sources and the sales price of certain steel products.

We may use cash-settled commodity purchase swaps to hedge the market risk associated with the purchase of certain of our raw materials and energy requirements and cash-settled sales swaps to hedge the sales price risk of certain steel products.

Our hedging strategy is to reduce the effect on earnings from the price volatility of these various exposures.

Our commodity purchase swaps are designated as cash flow hedges for accounting purposes, and we record the gains and losses for the derivatives in Accumulated other comprehensive income until we reclassify them into Cost of goods sold when we recognize the associated underlying operating costs.

Impacts of our designated commodity purchase swaps are reflected within Other, net in the Statements of Consolidated Cash Flows.

Refer to NOTE 17 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) for further information.

Our commodity contracts are classified as Level 2 as values were determined using a market approach based upon quoted prices for similar assets in active markets or other inputs that were observable.

The following table presents the notional amount of our outstanding hedge contracts:

Our commodity purchase swaps are classified as Level 2 as values were determined using a market approach based upon quoted prices for similar assets in active markets or other inputs that were observable.

The following table presents the notional amount of our outstanding commodity purchase swaps:

Notional Amount

Commodity Contracts Unit of Measure Maturity Dates 2023 2022

Commodity Purchase Swaps Unit of Measure Maturity Dates 2024 2023

Natural Gas MMBtu January 2025 - August 2027 143,250,000 168,590,000

Electricity Megawatt hours January 2025 - October 2027 3,224,227 3,501,898

At December 31, 2023, we expect to reclassify $ 155 million of net losses related to our hedge contracts from Accumulated other comprehensive income into Cost of goods sold during the next 12 months.

At December 31, 2024, we estimate $ 68 million of net losses related to our commodity purchase swaps will reclassify from Accumulated other comprehensive income into Cost of goods sold during the next 12 months.

These estimates are based on December 31, 2024 fair values, some of which will change before their actual reclassification into Cost of goods sold.

The following table presents the fair value of our cash flow hedges and the classification on the Statements of Consolidated Financial Position:

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Other non-current liabilities ( 6 ) ( 52 )

FOREIGN CURRENCY CONTRACTS

On July 15, 2024, we announced that we had entered into the Arrangement Agreement with Stelco Holdings Inc.

to acquire all of its common shares in a cash and stock transaction.

We hedged a portion of the purchase price by entering into multiple foreign currency contracts.

These hedge contracts were considered economic hedges and did not qualify for hedge accounting.

During the year ended December 31, 2024, these contracts resulted in a loss of $ 29 million presented in Other non-operating income (loss) in the Statements of Consolidated Operations and in Other investing activities in the Statements of Consolidated Cash Flows .

As of December 31, 2024, no foreign currency contracts are outstanding.

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NOTE 16 - CAPITAL STOCK

SHARE REPURCHASE PROGRAM

On February 10, 2022, our Board of Directors authorized a program to repurchase 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 billion.

We are not obligated to make any purchases and the program may be suspended or discontinued at any time.

SHARE REPURCHASE PROGRAMS

During the first quarter of 2024, we fully utilized the remaining portion of our prior $ 1 billion share repurchase program, which was approved by our Board of Directors on February 10, 2022.

On April 22, 2024, our Board of Directors authorized a new 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 .

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.

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The cost of our share repurchases excludes the excise tax due under the Inflation Reduction Act.

As of December 31, 2023, there was $ 608 million remaining under the authorization.

1.500% 2025 CONVERTIBLE SENIOR NOTES REDEMPTION

On December 1, 2021, we issued a notice of redemption for all $ 294 million in aggregate principal amount outstanding of our 1.500% 2025 Convertible Senior Notes.

Our 1.500% 2025 Convertible Senior Notes were redeemed on January 18, 2022, through a combination settlement, with the aggregate principal amount of $ 294 million paid in cash, and 24 million common shares, with a fair value of $ 499 million, delivered to noteholders in settlement of the premium due per the terms of the indenture, plus cash in respect of the accrued and unpaid interest on the 1.500% 2025 Convertible Senior Notes to, but not including, the redemption date per the terms of the indenture.

UNDERWRITTEN PUBLIC OFFERING

On February 11, 2021, we sold 20 million of our common shares and 40 million common shares were sold by an affiliate of ArcelorMittal in an underwritten public offering.

In each case, shares were sold at a price per share of $ 16.12 .

Prior to this sale, ArcelorMittal held approximately 78 million of our common shares, which were issued as a part of the consideration in connection with the AM USA Transaction.

We did not receive any proceeds from the sale of the 40 million common shares sold on behalf of ArcelorMittal.

We used the net proceeds from the offering, plus cash on hand, to redeem $ 322 million aggregate principal amount of our outstanding 9.875% 2025 Senior Secured Notes.

SERIES B PARTICIPATING REDEEMABLE PREFERRED STOCK REDEMPTION

We had 583,273 shares of our Series B Participating Redeemable Preferred Stock issued and outstanding as of December 31, 2020.

During the third quarter of 2021, we redeemed all 583,273 shares of our Series B Participating Redeemable Preferred Stock at a redemption price of $ 1.3 billion using borrowings under our ABL Facility.

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AMENDMENT TO ARTICLES OF INCORPORATION

On April 29, 2021, we filed a Certificate of Amendment to our Fourth Amended Articles of Incorporation, as amended, to increase the total number of authorized common shares from 600,000,000 to 1,200,000,000 .

As of December 31, 2024, there was $ 1.4 billion remaining authorization under our active share repurchase program.

PREFERRED STOCK

We have 3,000,000 shares of Serial Preferred Stock, Class A, without par value, authorized, and 4,000,000 shares of Serial Preferred Stock, Class B, without par value, authorized;

We have 3 million shares of Serial Preferred Stock, Class A, without par value, authorized, and 4 million shares of Serial Preferred Stock, Class B, without par value, authorized;

no preferred shares were issued or outstanding as of December 31, 2024.

STELCO ACQUISITION

As more fully described in NOTE 3 - ACQUISITIONS, we completed the Stelco Acquisition on November 1, 2024.

At closing, each Stelco shareholder received CAD $ 60.00 in cash and 0.454 shares of Cliffs common stock per share of Stelco common stock.

Additionally, Stelco equity award holders received CAD $ 60.00 in cash and 0.454 shares of Cliffs common stock per outstanding restricted share unit and deferred share unit.

As a result of the Stelco Acquisition, we issued a total of 25.9 million Cliffs treasury shares at a fair value of $ 343 million.

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NOTE 17 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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Income tax expense (benefit) 2

( 47 ) ( 34 ) 59

Net losses (gains) reclassified from AOCI to net income 148 110 ( 197 )

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Beginning balance $ 1,827 $ 1,847 $ 549

Other comprehensive income before reclassifications 4

Other comprehensive income (loss) before reclassifications 4

( 68 ) 115 1,759

Income tax 17 ( 39 ) ( 434 )

Other comprehensive income before reclassifications, net of tax 76 1,325 675

Losses (gains) reclassified from AOCI to net income 3

Other comprehensive income (loss) before reclassifications, net of tax ( 51 ) 76 1,325

Gains reclassified from AOCI to net income 3

( 154 ) ( 145 ) ( 36 )

Income tax expense (benefit) 2

Net losses (gains) reclassified from AOCI to net income ( 96 ) ( 27 ) 9

Income tax expense 2

Net gains reclassified from AOCI to net income ( 116 ) ( 96 ) ( 27 )

Ending balance $ 1,660 $ 1,827 $ 1,847

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1 Amounts recognized in Cost of goods sold in the Statements of Consolidated Operations.

2 Amounts recognized in Income tax expense in the Statements of Consolidated Operations.

2 Amounts recognized in Income tax benefit (expense) in the Statements of Consolidated Operations.

3 Amounts recognized in Net periodic benefit credits other than service cost component in the Statements of Consolidated Operations.

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We consolidate SunCoke Middletown as a VIE because we are the primary beneficiary despite having no ownership interest in SunCoke Middletown.

SunCoke Middletown had income before income taxes of $ 52 million and $ 47 million for the years ended December 31, 2023 and 2022, respectively, which was included in our consolidated Income from continuing operations before income taxes .

Additionally, SunCoke Middletown had cash used for capital expenditures of $ 25 million for the year ended December 31, 2023, compared to

SunCoke Middletown had income before income taxes of $ 52 million for each of the years ended December 31, 2024 and 2023, which was included in our consolidated Income (loss) from continuing operations before income taxes .

Additionally, SunCoke Middletown had cash used for capital expenditures of $ 24 million for the year ended December 31, 2024, compared to $ 25 million for the year ended December 31, 2023, that are included in our consolidated Purchase of property, plant and equipment on the Statements of Consolidated Cash Flows.

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$ 12 million for the year ended December 31, 2022, that are included in our consolidated Purchase of property, plant and equipment on the Statements of Consolidated Cash Flows.

The assets of the consolidated VIE can only be used to settle the obligations of the consolidated VIE and not obligations of the Company.

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(In millions, except per share amounts) 2024 2023 2022

Income from continuing operations $ 449 $ 1,373 $ 3,030

Income (loss) from continuing operations $ ( 708 ) $ 449 $ 1,373

Income from continuing operations attributable to noncontrolling interest ( 46 ) ( 51 ) ( 41 )

Net income from continuing operations attributable to Cliffs shareholders 398 1,332 2,985

Net income (loss) from continuing operations attributable to Cliffs shareholders ( 754 ) 398 1,332

Income from discontinued operations, net of tax — 1 3

Net income attributable to Cliffs shareholders $ 399 $ 1,335 $ 2,988

Net income (loss) attributable to Cliffs shareholders $ ( 754 ) $ 399 $ 1,335

Weighted average number of shares:

Basic 480 510 519

Redeemable preferred shares — — 33

Convertible senior notes — — 2

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Diluted 480 511 524

Earnings per common share attributable to Cliffs common shareholders - basic 2 :

Earnings (loss) per common share attributable to Cliffs common shareholders - basic:

Continuing operations $ ( 1.57 ) $ 0.78 $ 2.57

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$ ( 1.57 ) $ 0.78 $ 2.57

Earnings per common share attributable to Cliffs common shareholders - diluted:

Earnings (loss) per common share attributable to Cliffs common shareholders - diluted:

Continuing operations $ ( 1.57 ) $ 0.78 $ 2.55

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$ ( 1.57 ) $ 0.78 $ 2.55

1 On January 1, 2022, we adopted ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40).

We utilized the modified retrospective method of adoption;

using this approach, the guidance was applied to transactions outstanding as of the beginning of the fiscal year.

2 For the year ended December 31, 2021, basic earnings per share was calculated by dividing Net income attributable to Cliffs shareholders , less $ 187 million of earnings attributed to Series B Participating Redeemable Preferred Stock, by the weighted average number of basic common shares outstanding during the period presented.

The following table summarizes the potentially dilutive shares that were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive:

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Employee stock plans 2 2 —

95 | CLF 2023 FORM 10-K

NOTE 20 - COMMITMENTS AND CONTINGENCIES

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We purchase portions of the principal raw materials required for our steel manufacturing operations under annual and multi-year agreements, some of which have minimum quantity requirements.

We also use large volumes of natural gas, electricity and industrial gases in our steel manufacturing operations.

We also use large volumes of natural gas, electricity and industrial gases in our operations.

We negotiate most of our purchases of chrome, industrial gases and a portion of our electricity under multi-year agreements.

Our purchases of coke are made under annual or multi-year agreements with periodic price adjustments.

Our purchases of coke and iron ore are made under annual or multi-year agreements with periodic price adjustments.

We typically purchase coal under annual fixed price agreements.

We also purchase certain transportation services under multi-year contracts with minimum quantity requirements.

105 | CLF 2024 FORM 10-K

Unconditional purchase obligations, including take-or-pay agreements, are as follows (in millions):

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ENVIRONMENTAL CONTINGENCIES

Although we believe our operating practices have been consistent with prevailing industry standards, hazardous materials may have been released at operating sites or third-party sites in the past, including operating sites that we no longer own.

For sites involving government required investigations, we typically make an estimate of potential remediation expenditures only after the investigation is complete and when we better understand the nature and scope of the remediation.

In general, the material factors in these estimates include the costs associated with investigations, delineations, risk assessments, remedial work, governmental response and oversight, site monitoring, and preparation of reports to the appropriate environmental agencies.

The following is a summary of our environmental obligations:

(In millions) 2023 2022

Environmental obligations $ 134 $ 141

current portion 21 23

Long-term environmental obligations $ 113 $ 118

Our environmental remediation obligations for known environmental matters at active and closed operations have been recognized based on estimates of the cost of investigation and remediation at each facility.

We cannot predict the ultimate costs for each site with certainty because of the evolving nature of the investigation and remediation process.

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Costs for future investigation and remediation are not discounted to their present value, unless the amount and timing of the cash disbursements are readily known.

To the extent that we have been able to reasonably estimate future liabilities, we do not believe that there is a reasonable possibility that we will incur a loss or losses that exceed the amounts we accrued for the environmental matters discussed below that would, either individually or in the aggregate, have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

To the extent that we have been able to reasonably estimate future liabilities, we do not believe that there is a reasonable possibility that we will incur a loss or losses that exceed the amounts we accrued that would, either individually or in the aggregate, have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

However, since we recognize amounts in the consolidated financial statements in accordance with GAAP that exclude potential losses that are not probable or that may not be currently estimable, the ultimate costs of these environmental matters may be higher than the liabilities we currently have recorded in our consolidated financial statements.

Pursuant to RCRA (Resource Conservation and Recovery Act), which governs the treatment, handling and disposal of hazardous waste, the EPA and authorized state environmental agencies may conduct inspections of RCRA-regulated facilities to identify areas where there have been releases of hazardous waste or hazardous constituents into the environment and may order the facilities to

96 | CLF 2023 FORM 10-K

take corrective action to remediate such releases.

Pursuant to RCRA, which governs the treatment, handling and disposal of hazardous waste, the EPA and authorized state environmental agencies may conduct inspections of RCRA-regulated facilities to identify areas where there have been releases of hazardous waste or hazardous constituents into the environment and may order the facilities to take corrective action to remediate such releases.

Likewise, the EPA or the states may require closure or post-closure care of residual, industrial and hazardous waste management units.

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Pursuant to CERCLA, the EPA and state environmental authorities have conducted site investigations at some of our facilities and other third-party facilities, portions of which previously may have been used for disposal of materials that are currently regulated.

The results of these investigations are still pending, and we could be directed to spend funds for remedial activities at the former disposal areas.

The results of certain of these investigations remain pending, and we could be directed to spend funds for remedial activities at the former disposal areas.

Because of the uncertain status of these investigations, however, we cannot reasonably predict whether or when such spending might be required or its magnitude.

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Refer to NOTE 11 - INCOME TAXES for further information.

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OTHER CONTINGENCIES

In addition to the matters discussed above, there are various pending and potential claims against us and our subsidiaries involving product liability, personal injury, commercial, employee benefits and other matters arising in the ordinary course of business.

In addition to the matters discussed above, there are various pending and potential claims against us and our subsidiaries involving antitrust, product liability, personal injury, commercial, employee benefits and other matters arising in the ordinary course of business.

Because of the considerable uncertainties that exist for any claim, it is difficult to reliably or accurately estimate what the amount of a loss would be if a claimant prevails.

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NOTE 21 - SUBSEQUENT EVENTS

We have evaluated subsequent events through the date of financial statement issuance.

On February 6, 2025, we issued $ 850 million aggregate principal amount of 7.500 % Senior Notes due 2031 at par in a private placement transaction exempt from the registration requirements of the Securities Act.

The net proceeds will be used for general corporate purposes, including the repayment of borrowings under our ABL Facility.

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CRITICAL AUDIT MATTER

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

IRON ORE MINERAL RESERVES — IMPACT ON ASSET RETIREMENT OBLIGATIONS — REFER TO NOTE 13 TO THE FINANCIAL STATEMENTS

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

GOODWILL - A REPORTING UNIT WITHIN THE STEELMAKING SEGMENT - REFER TO NOTES 1 AND 7 TO THE FINANCIAL STATEMENTS

Critical Audit Matter Description

Iron ore mineral reserve estimates, combined with estimated annual production levels, are used to determine the iron ore mine closure dates utilized in recording the fair value liability for asset retirement obligations for active operating iron ore mines.

Since the liability represents the present value of the expected future obligation, a significant change in iron ore mineral reserves or iron ore mine lives could have a substantial effect on the recorded obligation.

Iron ore mineral reserve estimates are also used in evaluating potential impairments of goodwill and iron ore mine asset groups as they are indicative of future cash flows and in determining maximum useful lives utilized to calculate depreciation, depletion and amortization of long-lived iron ore mine assets.

The Company performs an in-depth evaluation of its iron ore mineral reserve estimates by iron ore mine on a periodic basis, in addition to routine annual assessments.

The determination of iron ore mineral reserves requires management, with the support of management’s experts, to make significant estimates and assumptions related to key inputs including (1) the determination of the size and scope of the iron ore body through technical modeling, (2) the estimates of future iron ore prices recognizing that the price shall not exceed the three-year trailing average index price of iron ore adjusted to the Company’s realized price, production costs and capital expenditures, and (3) management’s mine plan for the proven and probable iron ore mineral reserves (collectively “the iron ore mineral reserve inputs”).

Changes in any of the judgments or assumptions related to the iron ore mineral reserve inputs can have a significant impact with respect to the accrual for asset retirement obligations, the impairment of goodwill and long-lived asset groups and the amount of depreciation, depletion, and amortization expense.

The closure date utilized in the Company’s accrual for asset retirement obligations for each of their active iron ore mine operations is determined based on the exhaustion date of the remaining iron ore mineral reserves, which is dependent on the estimate of iron ore mineral reserves.

The consolidated asset retirement obligation balance was $459 million as of December 31, 2023, of which $171 million related to active iron ore mine operations.

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value.

The Company determines the fair value of its reporting units using a discounted cash flow methodology and a guideline public company methodology.

The determination of the fair value using these methodologies requires management to make significant estimates and assumptions related to forecasts of future revenues and earnings before interest, taxes, depreciation, and amortization (EBITDA), discount rates and market multiples.

The fair value of all reporting units exceeded their carrying value as of the measurement date and, therefore, no impairment was recognized.

Given the nature of operations for one reporting unit within the Steelmaking segment, the sensitivity of this reporting unit to changes in the market price of steel, this reporting unit’s historical performance as compared to projections, and the difference between its fair value and the carrying value, auditing management’s judgments regarding forecasts of future revenues and EBITDA, selection of the discount rate, and selection of market multiples applied to management’s forecast for this reporting unit, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future revenues and EBITDA, the selection of the discount rate, and selection of market multiples applied to management’s forecasts for this reporting unit included the following, among others:

• We tested the design and effectiveness of controls over management’s goodwill impairment evaluation, such as controls related to management’s forecasts, the selection of the discount rate, and market multiples used.

• We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts.

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Given the significant judgments and assumptions made by management to estimate iron ore mineral reserves and the sensitivity of changes to iron ore mineral reserve inputs on the Company’s recorded asset retirement obligations, performing audit procedures to evaluate the reasonableness of management’s judgments and estimates related to the iron ore mineral reserve inputs required a high degree of auditor judgment and an increased extent of effort.

• We evaluated the reasonableness of management’s forecasts by comparing the current forecasts to historical results and forecasted information included in analyst and industry reports of the Company and companies in its peer group.

• With the assistance of our fair value specialists, we evaluated the discount rate, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rate selected by management.

• We evaluated the market multiples, including testing the underlying source information and mathematical accuracy of the calculations, and comparing the multiples selected by management to its guideline companies.

ACQUISITIONS - STELCO - REFER TO NOTES 1 AND 3 TO THE FINANCIAL STATEMENTS

Critical Audit Matter Description

The Company completed the acquisition of Stelco Holdings, Inc.

on November 1, 2024.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations and accordingly, allocated the purchase price to the assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition.

Identifiable intangible assets acquired included customer relationships intangible assets and trade names and trademarks intangible assets.

The excess purchase consideration over the fair value of identifiable assets acquired and liabilities assumed was recorded as goodwill.

We identified the fair value determination of the customer relationship intangible assets for the business combination as a critical audit matter due to the significant judgment required in determining their estimated fair values.

The determination of fair value requires management to make significant estimates and assumptions related to the forecasts of future revenues and EBITDA, as well as the selection of the discount rate.

There was a high degree of auditor judgment and subjectivity in applying audit procedures and evaluating the significant assumptions relating to the estimates, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s significant judgments and estimates related to iron ore mineral reserves included the following, among others:

• We tested the effectiveness of internal controls related to the Company’s estimation of iron ore mineral reserves.

• We evaluated the experience, qualifications and objectivity of management’s experts, including in-house iron ore mine engineers and the third-party Qualified Person.

• For an iron ore mine subject to the Company’s routine annual assessment we evaluated management’s assessment by:

◦ Understanding the process used by management to survey and analyze the geological and operational status of current year iron ore mine production.

◦ Evaluating the historical accuracy of management’s technical model as compared to actual iron ore mine production results.

◦ Comparing the iron ore mine plan per the most recent Technical Report Summary, updated for current year depletion, to:

▪ Presentations to the Audit Committee.

▪ Asset retirement obligation valuation models.

Our audit procedures related to the forecasts and the selection of the discount rate included the following, among others:

• We tested the design and effectiveness of internal controls over the business combination, such as controls related to management’s forecasts and the selection of the discount rate.

• We evaluated the reasonableness of management’s forecasts by comparing the forecasts to Stelco’s historical results and forecasted information included in industry reports and companies in its peer group .

• We evaluated whether management’s forecasts were consistent with evidence obtained in other areas of the audit.

/s/ DELOITTE & TOUCHE LLP

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data