Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL POSITION
CLEVELAND-CLIFFS INC. AND SUBSIDIARIES
(In millions, except share information) September 30,
2025 December 31,
2024
ASSETS
Current assets:
Cash and cash equivalents $ 66 $ 54
Accounts receivable, net 1,797 1,576
Inventories 4,683 5,094
Other current assets 143 183
Total current assets 6,689 6,907
Non-current assets:
Property, plant and equipment, net 9,508 9,942
Goodwill 1,796 1,768
Intangible assets 1,142 1,170
Pension and OPEB assets 469 427
Other non-current assets 686 733
TOTAL ASSETS $ 20,290 $ 20,947
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 1,914 $ 2,008
Accrued employment costs 565 486
Accrued expenses 339 375
Other current liabilities 462 492
Total current liabilities 3,280 3,361
Non-current liabilities:
Long-term debt 8,039 7,065
Pension and OPEB liabilities 645 751
Deferred income taxes 506 849
Asset retirement and environmental obligations 614 601
Other non-current liabilities 1,499 1,453
TOTAL LIABILITIES 14,583 14,080
Commitments and contingencies (See Note 18)
Equity:
Common shares - par value $ 0.125 per share
Authorized - 1,200,000,000 shares (2024 - 1,200,000,000 shares);
Issued - 531,051,530 shares (2024 - 531,051,530 shares);
Outstanding - 494,699,774 shares (2024 - 493,948,905 shares)
66 66
Capital in excess of par value of shares 4,783 4,758
Retained earnings (deficit) ( 286 ) 949
Cost of 36,351,756 common shares in treasury (2024 - 37,102,625 shares)
( 660 ) ( 676 )
Accumulated other comprehensive income 1,563 1,537
Total Cliffs shareholders' equity 5,466 6,634
Noncontrolling interests 241 233
TOTAL EQUITY 5,707 6,867
TOTAL LIABILITIES AND EQUITY $ 20,290 $ 20,947
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED OPERATIONS
CLEVELAND-CLIFFS INC. AND SUBSIDIARIES
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions, except per share amounts) 2025 2024 2025 2024
Revenues $ 4,734 $ 4,569 $ 14,297 $ 14,860
Operating costs:
Cost of goods sold ( 4,780 ) ( 4,675 ) ( 14,951 ) ( 14,524 )
Selling, general and administrative expenses ( 130 ) ( 112 ) ( 399 ) ( 347 )
Acquisition-related costs — ( 14 ) ( 1 ) ( 14 )
Restructuring and other charges ( 3 ) ( 2 ) ( 92 ) ( 131 )
Asset impairment — — ( 39 ) ( 79 )
Miscellaneous – net ( 25 ) ( 27 ) ( 63 ) ( 63 )
Total operating costs ( 4,938 ) ( 4,830 ) ( 15,545 ) ( 15,158 )
Operating loss ( 204 ) ( 261 ) ( 1,248 ) ( 298 )
Other income (expense):
Interest expense, net ( 153 ) ( 102 ) ( 442 ) ( 235 )
Loss on extinguishment of debt — — — ( 27 )
Net periodic benefit credits other than service cost component 57 62 157 184
Changes in fair value of derivatives, net ( 10 ) ( 7 ) ( 34 ) ( 7 )
Other non-operating income 1 — 2 3
Total other expense ( 105 ) ( 47 ) ( 317 ) ( 82 )
Loss from continuing operations before income taxes ( 309 ) ( 308 ) ( 1,565 ) ( 380 )
Income tax benefit 78 76 375 100
Loss from continuing operations ( 231 ) ( 232 ) ( 1,190 ) ( 280 )
Loss from discontinued operations, net of tax ( 3 ) — ( 3 ) —
Net loss ( 234 ) ( 232 ) ( 1,193 ) ( 280 )
Net income attributable to noncontrolling interests ( 17 ) ( 12 ) ( 42 ) ( 33 )
Net loss attributable to Cliffs shareholders $ ( 251 ) $ ( 244 ) $ ( 1,235 ) $ ( 313 )
Loss per common share attributable to Cliffs shareholders - basic
Continuing operations $ ( 0.51 ) $ ( 0.52 ) $ ( 2.49 ) $ ( 0.66 )
Discontinued operations — — — —
$ ( 0.51 ) $ ( 0.52 ) $ ( 2.49 ) $ ( 0.66 )
Loss per common share attributable to Cliffs shareholders - diluted
Continuing operations $ ( 0.51 ) $ ( 0.52 ) $ ( 2.49 ) $ ( 0.66 )
Discontinued operations — — — —
$ ( 0.51 ) $ ( 0.52 ) $ ( 2.49 ) $ ( 0.66 )
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED COMPREHENSIVE LOSS
CLEVELAND-CLIFFS INC. AND SUBSIDIARIES
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Net loss $ ( 234 ) $ ( 232 ) $ ( 1,193 ) $ ( 280 )
Other comprehensive income (loss):
Changes in pension and OPEB, net of tax ( 26 ) ( 29 ) ( 78 ) ( 86 )
Changes in derivative financial instruments, net of tax ( 19 ) 2 37 69
Changes in foreign currency translation, net of tax ( 36 ) 1 67 —
Total other comprehensive income (loss) ( 81 ) ( 26 ) 26 ( 17 )
Comprehensive loss ( 315 ) ( 258 ) ( 1,167 ) ( 297 )
Comprehensive income attributable to noncontrolling interests ( 17 ) ( 12 ) ( 42 ) ( 33 )
Comprehensive loss attributable to Cliffs shareholders $ ( 332 ) $ ( 270 ) $ ( 1,209 ) $ ( 330 )
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED CASH FLOWS
CLEVELAND-CLIFFS INC. AND SUBSIDIARIES
Nine Months Ended
September 30,
(In millions) 2025 2024
OPERATING ACTIVITIES
Net loss $ ( 1,193 ) $ ( 280 )
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation, depletion and amortization 963 693
Pension and OPEB credits ( 130 ) ( 157 )
Deferred income taxes ( 381 ) ( 67 )
Restructuring and other charges 92 131
Asset impairments 39 79
Other 126 159
Changes in operating assets and liabilities:
Accounts receivable, net ( 215 ) 258
Inventories 399 190
Income taxes 15 ( 46 )
Pension and OPEB payments and contributions ( 121 ) ( 162 )
Payables, accrued employment and accrued expenses ( 31 ) ( 210 )
Other, net ( 12 ) ( 11 )
Net cash provided (used) by operating activities ( 449 ) 577
INVESTING ACTIVITIES
Purchase of property, plant and equipment ( 421 ) ( 490 )
Other investing activities 27 13
Net cash used by investing activities ( 394 ) ( 477 )
FINANCING ACTIVITIES
Proceeds from issuance of senior notes 1,700 1,421
Repayments of senior notes — ( 845 )
Repurchase of common shares — ( 733 )
Borrowings (repayments) under credit facilities, net ( 713 ) 47
Debt issuance costs ( 26 ) ( 73 )
Other financing activities ( 108 ) ( 76 )
Net cash provided (used) by financing activities 853 ( 259 )
Net increase (decrease) in cash and cash equivalents 10 ( 159 )
Cash, cash equivalents, and restricted cash at beginning of period 60 198
Effect of exchange rate changes on cash 3 —
Cash, cash equivalents, and restricted cash at end of period 73 39
Restricted cash ( 7 ) —
Cash and cash equivalents at end of period $ 66 $ 39
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED CHANGES IN EQUITY
CLEVELAND-CLIFFS INC. AND SUBSIDIARIES
(In millions) Number of
Common Shares Outstanding Par Value of Common
Shares Issued Capital in
Excess of
Par Value
of Shares Retained
Earnings (Deficit) Common
Shares
in
Treasury AOCI Non-Controlling Interest Total
December 31, 2024 493.9 $ 66 $ 4,758 $ 949 $ ( 676 ) $ 1,537 $ 233 $ 6,867
Comprehensive income (loss) — — — ( 498 ) — 75 12 ( 411 )
Stock and other incentive plans 0.6 — ( 2 ) — 12 — — 10
Net distributions to noncontrolling interests — — — — — — ( 15 ) ( 15 )
March 31, 2025 494.5 $ 66 $ 4,756 $ 451 $ ( 664 ) $ 1,612 $ 230 $ 6,451
Comprehensive income (loss) — — — ( 486 ) — 32 13 ( 441 )
Stock and other incentive plans 0.2 — 12 — 4 — — 16
Net distributions to noncontrolling interests — — — — — — ( 20 ) ( 20 )
June 30, 2025 494.7 $ 66 $ 4,768 $ ( 35 ) $ ( 660 ) $ 1,644 $ 223 $ 6,006
Comprehensive income (loss) — — — ( 251 ) — ( 81 ) 17 ( 315 )
Stock and other incentive plans — — 15 — — — — 15
Net contributions to noncontrolling interests — — — — — — 1 1
September 30, 2025 494.7 $ 66 $ 4,783 $ ( 286 ) $ ( 660 ) $ 1,563 $ 241 $ 5,707
(In millions) Number of
Common Shares Outstanding Par Value of Common
Shares Issued Capital in
Excess of
Par Value
of Shares Retained
Earnings Common
Shares
in
Treasury AOCI Non-Controlling Interest Total
December 31, 2023 504.9 $ 66 $ 4,861 $ 1,709 $ ( 430 ) $ 1,657 $ 235 $ 8,098
Comprehensive income (loss) — — — ( 70 ) — ( 9 ) 14 ( 65 )
Common stock repurchases, net of excise tax ( 30.4 ) — — — ( 615 ) — — ( 615 )
Stock and other incentive plans 1.0 — ( 10 ) — 15 — — 5
Net distributions to noncontrolling interests — — — — — — ( 8 ) ( 8 )
March 31, 2024 475.5 $ 66 $ 4,851 $ 1,639 $ ( 1,030 ) $ 1,648 $ 241 $ 7,415
Comprehensive income — — — 1 — 18 7 26
Common stock repurchases, net of excise tax ( 7.5 ) — — — ( 125 ) — — ( 125 )
Stock and other incentive plans — — 13 — 1 — — 14
Net contributions to noncontrolling interests — — — — — — 14 14
June 30, 2024 468.0 $ 66 $ 4,864 $ 1,640 $ ( 1,154 ) $ 1,666 $ 262 $ 7,344
Comprehensive income (loss) — — — ( 244 ) — ( 26 ) 12 ( 258 )
Stock and other incentive plans 0.1 — 11 — 1 — — 12
Net distributions to noncontrolling interests — — — — — — ( 33 ) ( 33 )
September 30, 2024 468.1 $ 66 $ 4,875 $ 1,396 $ ( 1,153 ) $ 1,640 $ 241 $ 7,065
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CLEVELAND-CLIFFS INC. AND SUBSIDIARIES
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
BUSINESS, CONSOLIDATION AND PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with SEC rules and regulations and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position, results of operations, comprehensive income (loss), cash flows and changes in equity for the periods presented. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of results to be expected for the year ending December 31, 2025 or any other future period. Certain prior period amounts have been reclassified to conform with the current year presentation. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2024.
NATURE OF BUSINESS
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 hourly workforce is represented by three prominent unions – USW, UAW and IAM.
ACQUISITION OF STELCO
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
We are organized into four operating segments based on differentiated products – Steelmaking, Tubular, Tooling and Stamping, and European Operations. We primarily operate through one reportable segment – the Steelmaking segment.
BASIS OF CONSOLIDATION
The consolidated financial statements consolidate our accounts and the accounts of our wholly owned subsidiaries, all subsidiaries in which we have a controlling interest and VIEs for which we are the primary beneficiary. All intercompany transactions and balances are eliminated upon consolidation.
INVESTMENTS IN AFFILIATES
We have investments in several businesses accounted for using the equity method of accounting. These investments are included within our Steelmaking segment. We review an investment for impairment when circumstances indicate that a loss in value below its carrying amount is other than temporary.
Our investment in affiliates of $ 132 million and $ 131 million as of September 30, 2025 and December 31, 2024, respectively, was classified in Other non-current assets.
CORRECTION OF AN IMMATERIAL ERROR
During the third quarter of 2025, we identified an immaterial error related to our accrual for certain employment costs, resulting in an understatement of Costs of goods sold in prior periods. Prior periods affected include the interim periods ended March 31, 2025 and June 30, 2025, and the interim and annual periods during the years 2022, 2023 and 2024.
For the three months and nine months ended September, 30, 2024, Costs of goods sold was increased by $ 2 million and $ 7 million, respectively, to adjust for the error. These adjustments were partially offset by related income tax effects that resulted in an increase to Income tax benefit of $ 1 million for the nine months ended September 30, 2024. Included within operating results for the nine months ended September 30, 2025 is an increase to Cost of goods sold and Income tax benefit of $ 8 million and $ 2 million, respectively, related to the current-year effect of the error.
As of December 31, 2024, Accrued employment costs , Deferred income taxes , and Retained earnings (deficit) were adjusted by $ 39 million, $ 9 million and $ 30 million, respectively. Any related impact to cash flows was limited to captions within operating activities. Related changes to financial statement subtotals and related disclosures within the notes accompanying these financial statements reflect the correction of the error. Management has evaluated the quantitative and qualitative considerations of the error and determined that the related impact was not material to the results of operations, financial position, or cash flows for any historical annual or interim period.
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SIGNIFICANT ACCOUNTING POLICIES
A detailed description of our significant accounting policies can be found in the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC. There have been no material changes in our significant accounting policies and estimates from those disclosed therein.
RECENT ACCOUNTING PRONOUNCEMENTS AND LEGISLATION
ACCOUNTING PRONOUNCEMENTS - ISSUED AND NOT EFFECTIVE
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This guidance requires additional annual disclosures for income taxes. This new standard does not affect the recognition, measurement or financial statement presentation. The amendments are effective for annual reporting periods beginning after December 15, 2024.
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.
LEGISLATION
On July 4, 2025, the One Big Beautiful Bill Act was enacted in the U.S. The One Big Beautiful Bill Act includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through future years. The legislation does not have a material impact on our consolidated financial statements for the interim period ended September 30, 2025, and we do not expect it to materially change our effective income tax rate for 2025.
NOTE 2 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION
INVENTORIES
The following table presents the detail of our Inventories on the Statements of Unaudited Condensed Consolidated Financial Position:
(In millions) September 30,
2025 December 31,
2024
Product inventories
Finished and semi-finished goods $ 2,312 $ 2,393
Raw materials 1,857 2,208
Total product inventories 4,169 4,601
Manufacturing supplies and critical spares 514 493
Inventories $ 4,683 $ 5,094
SUPPLY CHAIN FINANCE PROGRAMS
We negotiate payment terms directly with our suppliers for the purchase of goods and services. We currently offer voluntary supply chain finance programs that enable our suppliers to sell their Cliffs receivables to financial intermediaries, at the sole discretion of both the suppliers and financial intermediaries. No guarantees are provided by us or our subsidiaries under the supply chain finance programs. The supply chain finance programs allow our suppliers to be paid by the financial intermediaries earlier than the due date on the applicable invoice. Supply chain finance programs that extend terms or provide us an economic benefit are classified as short-term financings. As of September 30, 2025 and December 31, 2024, we had $ 22 million and $ 29 million, respectively, deemed as short-term financings that are classified in Other current liabilities . Additionally , as of September 30, 2025 and December 31, 2024, we had $ 75 million and $ 76 million, respectively, classified as Accounts payable.
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INDEFINITELY IDLED FACILITIES CHARGES
The following table represents a reconciliation of our accrued liabilities related to the discontinuation of certain product lines resulting from the indefinite idling of our Steelton rail production facility and Weirton tinplate production facility:
(In millions) Employee-Related Costs Exit Costs Asset Impairment Total
Balance as of December 31, 2024 $ 56 $ 15 $ — $ 71
Costs incurred 1
— 3 — 3
Cash payments ( 8 ) ( 9 ) — ( 17 )
Balance as of March 31, 2025 $ 48 $ 9 $ — $ 57
Costs incurred 2
70 26 39 135
Cash payments ( 7 ) ( 22 ) — ( 29 )
Non-cash — — ( 39 ) ( 39 )
Balance as of June 30, 2025 $ 111 $ 13 $ — $ 124
Costs incurred 3
$ — $ 3 $ — $ 3
Cash payments ( 15 ) ( 6 ) — ( 21 )
Balance as of September 30, 2025 $ 96 $ 10 $ — $ 106
1 All $ 3 million of cost incurred was recorded in Restructuring and other charges.
2 Of the $ 135 million of cost incurred, $ 86 million was recorded in Restructuring and other charges, $ 39 million was recorded in Asset impairments , and $ 10 million was recorded in Net periodic benefit credits other than service cost component .
3 All $ 3 million of cost incurred was recorded in Restructuring and other charges.
CASH FLOW INFORMATION
A reconciliation of capital additions to cash paid for capital expenditures is as follows:
Nine Months Ended
September 30,
(In millions) 2025 2024
Capital additions $ 488 $ 557
Less:
Non-cash accruals ( 72 ) ( 58 )
Equipment financed with seller 60 50
Right-of-use assets - finance leases 79 75
Cash paid for capital expenditures including deposits $ 421 $ 490
Cash payments (receipts) for income taxes and interest are as follows:
Nine Months Ended
September 30,
(In millions) 2025 2024
Income taxes paid $ 5 $ 13
Income tax refunds ( 18 ) ( 5 )
Interest paid on debt obligations net of capitalized interest 1
341 193
1 Capitalized interest was $ 11 million for both the nine months ended September 30, 2025 and 2024.
NOTE 3 - ACQUISITIONS
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 in Canada with higher volumes of spot sales.
The Stelco Acquisition was accounted for under the acquisition method of accounting for business combinations.
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The fair value of the total purchase consideration was determined as follows:
(In millions)
Total cash consideration $ 2,450
Total share exchange consideration 343
Total debt consideration 415
Total purchase consideration $ 3,208
Total consideration shares are calculated as follows:
Number of outstanding Stelco shares 54,448,388
Number of outstanding share-based compensation awards 2,516,415
Total consideration shares 56,964,803
Total estimated cash consideration is calculated as follows:
Number of consideration shares 56,964,803
Consideration share price per share (CAD) $ 60.00
Total cash consideration (CAD) (in millions) $ 3,418
Exchange rate (November 1, 2024) 0.7168
Total cash consideration (USD) $ 2,450
The fair value of share exchange consideration is as follows:
Number of consideration shares 56,964,803
Fixed share exchange factor 0.454
Total Cliffs exchange shares 25,862,021
Cliffs share price at closing date (November 1, 2024) $ 13.27
Total share exchange consideration (in millions) $ 343
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
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, personal and real property, deferred taxes, 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) Initial Allocation of Consideration Measurement Period Adjustments Updated Allocation
Cash and cash equivalents $ 341 $ — $ 341
Accounts receivable 104 — 104
Inventories 726 ( 11 ) 715
Other current assets 107 ( 1 ) 106
Property, plant and equipment 1,286 ( 4 ) 1,282
Intangible assets 1,025 — 1,025
Other non-current assets 250 ( 1 ) 249
Accounts payable ( 212 ) — ( 212 )
Accrued employment costs ( 29 ) — ( 29 )
Accrued expenses ( 6 ) ( 1 ) ( 7 )
Other current liabilities ( 71 ) — ( 71 )
Pension and OPEB liability, non-current ( 14 ) — ( 14 )
Deferred income taxes ( 449 ) 10 ( 439 )
Asset retirement and environmental obligations ( 20 ) — ( 20 )
Other non-current liabilities ( 616 ) 5 ( 611 )
Net identifiable assets acquired 2,422 ( 3 ) 2,419
Goodwill 786 3 789
Total net assets acquired $ 3,208 $ — $ 3,208
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
Trade names and trademarks 72 15
Total identifiable intangible assets $ 1,025 15
PRO FORMA RESULTS
The following table provides unaudited pro forma financial information, prepared in accordance with Topic 805, Business Combinations, as if Stelco had been acquired as of January 1, 2023:
(In millions) Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024
Revenues $ 5,049 $ 16,416
Net loss attributable to Cliffs shareholders ( 323 ) ( 390 )
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 Stelco Acquisition occurred on January 1, 2023. There were no significant non-recurring pro forma adjustments included in the pro forma results for the three and nine months ended September 30, 2024.
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 Stelco Acquisition had been consummated on January 1, 2023, nor are they indicative of future results.
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NOTE 4 - REVENUES
We generate our revenue through product sales, in which shipping terms indicate when we have fulfilled our performance obligations and transferred control of products to our customer. Our revenue transactions consist of a single performance obligation to transfer promised goods. Our contracts with customers define the mechanism for determining the sales price, which is generally fixed upon transfer of control, but the contracts generally do not impose a specific quantity on either party. Quantities to be delivered to the customer are determined at a point near the date of delivery through purchase orders or other written instructions we receive from the customer. Spot market sales are made through purchase orders or other written instructions. We consider our performance obligation to be complete and recognize revenue when control transfers in accordance with shipping terms.
Revenue is measured as the amount of consideration we expect to receive in exchange for transferring product. We reduce the amount of revenue recognized for estimated returns and other customer credits, such as discounts and volume rebates, based on the expected value to be realized. Payment terms are consistent with terms standard to the markets we serve. 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:
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Steelmaking
Automotive $ 1,356 $ 1,334 $ 3,902 $ 4,411
Infrastructure and manufacturing 1,326 1,160 4,169 3,973
Distributors and converters 1,288 1,317 3,949 4,131
Other
591 608 1,779 1,846
Total Steelmaking 4,561 4,419 13,799 14,361
Other Businesses
Automotive 144 123 403 411
Infrastructure and manufacturing 11 9 35 29
Distributors and converters 18 18 60 59
Total Other Businesses 173 150 498 499
Total revenues $ 4,734 $ 4,569 $ 14,297 $ 14,860
The following tables represent our Revenues by product line:
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Steelmaking
Hot-rolled steel $ 1,122 $ 1,003 $ 3,620 $ 3,246
Cold-rolled steel 636 671 1,872 2,131
Coated steel 1,442 1,377 4,195 4,546
Stainless and electrical steel 466 449 1,344 1,390
Plate steel 286 237 808 887
Other steel products 204 276 727 929
Other 405 406 1,233 1,232
Total Steelmaking 4,561 4,419 13,799 14,361
Other Businesses
Other 173 150 498 499
Total revenues $ 4,734 $ 4,569 $ 14,297 $ 14,860
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NOTE 5 - SEGMENT REPORTING
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. We are organized into four operating segments based on our differentiated products – Steelmaking, Tubular, Tooling and Stamping, and European Operations. We have one reportable segment – Steelmaking. 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 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.
Our CODM, Lourenco Goncalves, Chairman, President and Chief Executive Officer, 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 loss :
Three Months Ended September 30, 2025
(In millions) Steelmaking Other Businesses Eliminations Total
Revenues $ 4,585 $ 173 $ ( 24 ) $ 4,734
Cost of goods sold ( 4,643 ) ( 163 ) 26 ( 4,780 )
Selling, general and administrative expenses ( 123 ) ( 7 ) — ( 130 )
Net periodic benefit credits other than service cost component 57 — — 57
Excluding depreciation, depletion and amortization 279 9 — 288
Other segment items 1
( 26 ) — — ( 26 )
Total Adjusted EBITDA $ 129 $ 12 $ 2 $ 143
Interest expense, net ( 153 )
Income tax benefit 78
Depreciation, depletion and amortization ( 288 )
EBITDA from noncontrolling interests 2
23
Idled facilities charges 3
Changes in fair value of derivatives, net ( 10 )
Currency exchange ( 20 )
Severance ( 5 )
Other, net ( 5 )
Net loss $ ( 234 )
Capital Additions $ 205 $ 2 $ — $ 207
1 Other segment items primarily consists of the exclusion of EBITDA from noncontrolling interests from Adjusted EBITDA and certain idled facilities charges and the inclusion of items within Miscellaneous – net and Other non-operating income .
2 EBITDA from noncontrolling interests includes net income attributable to noncontrolling interests of $ 17 million and the exclusion of depreciation, depletion, and amortization of $ 6 million.
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Three Months Ended September 30, 2024
(In millions) Steelmaking Other Businesses Eliminations Total
Revenues $ 4,439 $ 150 $ ( 20 ) $ 4,569
Cost of goods sold ( 4,558 ) ( 140 ) 23 ( 4,675 )
Selling, general and administrative expenses ( 105 ) ( 7 ) — ( 112 )
Net periodic benefit credits other than service cost component 62 — — 62
Excluding depreciation, depletion and amortization 228 7 — 235
Other segment items 1
45 ( 2 ) — 43
Total Adjusted EBITDA $ 111 $ 8 $ 3 $ 122
Interest expense, net ( 102 )
Income tax benefit 76
Depreciation, depletion and amortization ( 235 )
EBITDA from noncontrolling interests 2
20
Idled facilities charges ( 2 )
Acquisition-related costs ( 14 )
Changes in fair value of derivatives, net ( 7 )
Arbitration decision ( 71 )
Severance ( 10 )
Other, net ( 9 )
Net loss $ ( 232 )
Capital Additions $ 211 $ — $ — $ 211
1 Other segment items primarily consists of the exclusion of EBITDA from noncontrolling interests and the Arbitration decision from Adjusted EBITDA and the inclusion of items within Miscellaneous – net and Other non-operating income .
2 EBITDA from noncontrolling interests includes net income attributable to noncontrolling interests of $ 12 million and the exclusion of depreciation, depletion, and amortization of $ 8 million.
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Nine Months Ended September 30, 2025
(In millions) Steelmaking Other Businesses Eliminations Total
Revenues $ 13,888 $ 498 $ ( 89 ) $ 14,297
Cost of goods sold ( 14,577 ) ( 463 ) 89 ( 14,951 )
Selling, general and administrative expenses ( 378 ) ( 21 ) — ( 399 )
Net periodic benefit credits other than service cost component 157 — — 157
Excluding depreciation, depletion and amortization 939 24 — 963
Other segment items 1
( 9 ) — — ( 9 )
Total Adjusted EBITDA $ 20 $ 38 $ — $ 58
Interest expense, net ( 442 )
Income tax benefit 375
Depreciation, depletion and amortization ( 963 )
EBITDA from noncontrolling interests 2
61
Idled facilities charges ( 245 )
Acquisition-related costs ( 1 )
Changes in fair value of derivatives, net ( 34 )
Currency exchange 26
Severance ( 25 )
Other, net ( 3 )
Net loss $ ( 1,193 )
Capital Additions $ 478 $ 10 $ — $ 488
1 Other segment items primarily consists of the exclusion of EBITDA from noncontrolling interests from Adjusted EBITDA and certain idled facilities charges and the inclusion of items within Miscellaneous – net and Other non-operating income.
2 EBITDA from noncontrolling interests includes net income attributable to noncontrolling interests of $ 42 million and the exclusion of depreciation, depletion, and amortization of $ 19 million.
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Nine Months Ended September 30, 2024
(In millions) Steelmaking Other Businesses Eliminations Total
Revenues $ 14,429 $ 499 $ ( 68 ) $ 14,860
Cost of goods sold ( 14,139 ) ( 457 ) 72 ( 14,524 )
Selling, general and administrative expenses ( 326 ) ( 21 ) — ( 347 )
Net periodic benefit credits other than service cost component 184 — — 184
Excluding depreciation, depletion and amortization 669 24 — 693
Other segment items 1
( 10 ) ( 2 ) — ( 12 )
Total Adjusted EBITDA $ 807 $ 43 $ 4 $ 854
Interest expense, net ( 235 )
Income tax benefit 100
Depreciation, depletion and amortization ( 693 )
EBITDA from noncontrolling interests 2
56
Idled facilities charges ( 219 )
Acquisition-related costs ( 14 )
Changes in fair value of derivatives, net ( 7 )
Loss on extinguishment of debt ( 27 )
Arbitration decision ( 71 )
Severance ( 13 )
Other, net ( 11 )
Net loss $ ( 280 )
Capital Additions $ 554 $ 3 $ — $ 557
1 Other segment items primarily consists of the exclusion of EBITDA from noncontrolling interests and the Arbitration decision from Adjusted EBITDA and the inclusion of items within Miscellaneous – net and Other non-operating income.
2 EBITDA from noncontrolling interests includes net income attributable to noncontrolling interests of $ 33 million and the exclusion of depreciation, depletion, and amortization of $ 23 million.
The following summarizes our assets by segment:
(In millions) September 30,
2025 December 31,
2024
Assets:
Steelmaking $ 19,663 $ 20,327
Other Businesses 627 620
Total segment assets $ 20,290 $ 20,947
NOTE 6 - PROPERTY, PLANT AND EQUIPMENT
The following table indicates the carrying value of each of the major classes of our depreciable assets:
(In millions) September 30,
2025 December 31,
2024
Land, land improvements and mineral rights $ 1,458 $ 1,451
Buildings 1,172 1,104
Equipment 11,539 11,119
Other 358 349
Construction in progress 604 728
Total property, plant and equipment 1
15,131 14,751
Allowance for depreciation and depletion ( 5,623 ) ( 4,809 )
Property, plant and equipment, net $ 9,508 $ 9,942
1 Includes right-of-use assets related to finance leases of $ 581 million and $ 505 million as of September 30, 2025 and December 31, 2024, respectively.
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We recorded depreciation and depletion expense of $ 268 million and $ 906 million for the three and nine months ended September 30, 2025, respectively, and $ 233 million and $ 687 million for the three and nine months ended September 30, 2024, respectively.
During the second quarter of 2025, the decision to indefinitely idle our Steelton, Conshohocken, and Riverdale facilities occurred. This resulted in a $ 39 million Asset impairment to Property, plant and equipment, net for the nine months ended September 30, 2025 and accelerated depreciation of $ 12 million and $ 131 million for the three and nine months ended September 30, 2025, respectively, included within depreciation and depletion expense.
NOTE 7 - GOODWILL AND INTANGIBLE ASSETS AND LIABILITIES
GOODWILL
The following is a summary of Goodwill by segment:
(In millions) September 30,
2025 December 31,
2024
Steelmaking $ 1,747 $ 1,719
Other Businesses 49 49
Total $ 1,796 $ 1,768
The increase of $ 28 million in the balance of Goodwill in our Steelmaking segment as of September 30, 2025, compared to December 31, 2024, is primarily due to fluctuation in foreign currency exchange rates. Additionally, to a lesser extent, the change is attributable to an increase in estimated identified goodwill as a result of measurement period adjustments to the preliminary purchase price allocation for the Stelco Acquisition. Refer to NOTE 3 - ACQUISITIONS for further details.
INTANGIBLE ASSETS AND LIABILITIES
The following is a summary of our intangible assets and liabilities:
September 30, 2025
December 31, 2024
(In millions) Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount
Intangible assets 1 :
Customer relationships $ 1,045 $ ( 86 ) $ 959 $ 1,015 $ ( 34 ) $ 981
Developed technology 60 ( 20 ) 40 60 ( 17 ) 43
Trade names and trademarks 90 ( 12 ) 78 87 ( 8 ) 79
Mining permits 72 ( 30 ) 42 72 ( 29 ) 43
Supplier relationships 29 ( 6 ) 23 29 ( 5 ) 24
Total intangible assets $ 1,296 $ ( 154 ) $ 1,142 $ 1,263 $ ( 93 ) $ 1,170
Intangible liabilities 2 :
Above-market supply contracts $ ( 71 ) $ 34 $ ( 37 ) $ ( 71 ) $ 30 $ ( 41 )
1 Amortization related to mining permits and supplier relationships is recognized in Cost of goods sold . Amortization of all other intangible assets is recognized in Selling, general and administrative expenses.
2 Intangible liabilities are classified as Other non-current liabilities. Amortization of all intangible liabilities is recognized in Cost of goods sold .
Amortization expense related to Intangible assets was $ 21 million and $ 3 million for the three months ended September 30, 2025 and 2024, respectively. Amortization expense related to Intangible assets was $ 61 million and $ 10 million for the nine months ended September 30, 2025 and 2024, respectively. Estimated future amortization expense is $ 20 million for the remainder of 2025 and $ 81 million annually for the years 2026 through 2030. Additionally, customer relationships and trade names and trademarks intangibles are impacted by period over period fluctuations in foreign currency exchange rates.
Income from amortization related to the intangible liabilities was $ 1 million for both the three months ended September 30, 2025 and 2024. Income from amortization related to the intangible liabilities was $ 4 million for both the nine months ended September 30, 2025 and 2024. Estimated future income from amortization is $ 1 million for the remainder of 2025 and $ 5 million annually for the years 2026 through 2030.
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NOTE 8 - DEBT AND CREDIT FACILITIES
The following represents a summary of our long-term debt:
(In millions)
Debt Instrument Issuer 1
Annual Effective
Interest Rate September 30,
2025 December 31,
2024
Senior Unsecured Notes:
7.000 % 2027 Senior Notes 4
Cliffs 9.240 % $ 73 $ 73
7.000 % 2027 AK Senior Notes 4
AK Steel 9.240 % 56 56
5.875 % 2027 Senior Notes 4
Cliffs 6.490 % 556 556
4.625 % 2029 Senior Notes
Cliffs 4.625 % 368 368
6.875 % 2029 Senior Notes
Cliffs 6.875 % 900 900
6.750 % 2030 Senior Notes
Cliffs 6.750 % 750 750
4.875 % 2031 Senior Notes
Cliffs 4.875 % 325 325
7.500 % 2031 Senior Notes
Cliffs 7.500 % 850 —
7.000 % 2032 Senior Notes
Cliffs 7.054 % 1,425 1,425
7.375 % 2033 Senior Notes
Cliffs 7.375 % 900 900
7.625 % 2034 Senior Notes
Cliffs 7.625 % 850 —
6.250 % 2040 Senior Notes
Cliffs 6.340 % 235 235
ABL Facility Cliffs 2
Variable 3
847 1,560
Total principal amount 8,135 7,148
Unamortized discounts and issuance costs ( 96 ) ( 83 )
Total long-term debt $ 8,039 $ 7,065
1 Unless otherwise noted, references in this column and throughout this NOTE 8 - DEBT AND CREDIT FACILITIES to "Cliffs" are to Cleveland-Cliffs Inc., and references to "AK Steel" are to AK Steel Corporation (n/k/a Cleveland-Cliffs Steel Corporation).
2 Refers to Cleveland-Cliffs Inc. as borrower under our ABL Facility.
3 Our ABL Facility annual effective interest rate was 5.87 % as of September 30, 2025.
4 On September 3, 2025, we issued (a) a conditional notice to redeem, in full, all $73 million aggregate principal amount outstanding of the 7.000% 2027 Senior Notes, (b) a notice to redeem, in full, all $56 million aggregate principal amount outstanding of the 7.000% 2027 AK Senior Notes, and (c) a conditional notice to redeem, in full, all $556 million aggregate principal amount outstanding of the 5.875% 2027 Senior Notes, in each case on October 3, 2025 at a redemption price of 100.000% plus accrued and unpaid interest. Refer to NOTE 19 - SUBSEQUENT EVENTS for further details.
7.625% 2034 SENIOR NOTES OFFERING
On September 8, 2025, 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 $ 850 million aggregate principal amount of our 7.625% 2034 Senior Notes, which were issued at par. The 7.625 % 2034 Senior Notes were issued in a private placement transaction exempt from the registration requirements of the Securities Act.
The 7.625% 2034 Senior Notes bear interest at a rate of 7.625% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2026. The 7.625% 2034 Senior Notes mature on January 15, 2034.
The 7.625% 2034 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 7.625% 2034 Senior Notes are guaranteed on a senior unsecured basis by our material direct and indirect wholly owned domestic subsidiaries. The 7.625% 2034 Senior Notes are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the 7.625% 2034 Senior Notes.
The 7.625% 2034 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 7.625% 2034 Senior Notes. The 7.625% 2034 Senior Notes are redeemable prior to January 15, 2029, 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 7.625% 2034 Senior Notes prior to January 15, 2029, at a redemption price equal to 107.625 % of the principal amount thereof with the net cash proceeds of one or more equity offerings. The 7.625% 2034 Senior Notes are redeemable beginning on January 15, 2029, at a redemption price equal to 103.813 % of the principal amount thereof, decreasing to 101.906 % on January 15, 2030, and are redeemable at par beginning on January 15, 2031. 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 7.625% 2034 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 7.625% 2034 Senior Notes contain certain customary covenants; however, there are no financial covenants.
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On October 10, 2025, we issued an additional $ 275 million aggregate principal amount of our 7.625% 2034 Senior Notes at 102.750 % of their principal amount. Refer to NOTE 19 - SUBSEQUENT EVENTS for further details.
7.500% 2031 SENIOR NOTES OFFERING
On February 6, 2025, 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 $ 850 million aggregate principal amount of our 7.500% 2031 Senior Notes, which were issued at par. The 7.500 % 2031 Senior Notes were issued in a private placement transaction exempt from the registration requirements of the Securities Act.
The 7.500% 2031 Senior Notes bear interest at a rate of 7.500% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2025. The 7.500% 2031 Senior Notes mature on September 15, 2031.
The 7.500% 2031 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 7.500% 2031 Senior Notes are guaranteed on a senior unsecured basis by our material direct and indirect wholly owned domestic subsidiaries. The 7.500% 2031 Senior Notes are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the 7.500% 2031 Senior Notes.
The 7.500% 2031 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 7.500% 2031 Senior Notes. The 7.500% 2031 Senior Notes are redeemable prior to March 15, 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 7.500% 2031 Senior Notes prior to March 15, 2028, at a redemption price equal to 107.500 % of the principal amount thereof with the net cash proceeds of one or more equity offerings. The 7.500% 2031 Senior Notes are redeemable beginning on March 15, 2028, at a redemption price equal to 103.750 % of the principal amount thereof, decreasing to 101.875 % on March 15, 2029, and are redeemable at par beginning on March 15, 2030. 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 7.500% 2031 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 7.500% 2031 Senior Notes contain certain customary covenants; however, there are no financial covenants.
ABL FACILITY
As of September 30, 2025, we were in compliance with the ABL Facility liquidity requirements and, therefore, the springing financial covenant requiring a minimum fixed charge coverage ratio of 1.0 to 1.0 was not applicable.
The following represents a summary of our borrowing capacity under the ABL Facility:
(In millions) September 30,
2025
Available borrowing base on ABL Facility 1
$ 3,972
Borrowings ( 847 )
Letter of credit obligations 2
( 63 )
Borrowing capacity available $ 3,062
1 As of September 30, 2025, the ABL Facility has a maximum available borrowing base of $ 4.75 billion. The borrowing base is determined by applying customary advance rates to eligible accounts receivable, inventory and certain mobile equipment.
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.
DEBT MATURITIES
The following represents a summary of our maturities of debt instruments based on the principal amounts outstanding at September 30, 2025 (in millions):
2025 2026 2027 2028 2029 Thereafter Total
$ — $ — $ 685 $ 847 $ 1,268 $ 5,335 $ 8,135
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NOTE 9 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS
We offer defined benefit pension plans, defined contribution pension plans and OPEB plans to a significant portion of our employees and retirees. Benefits are also provided through multiemployer plans for certain union members.
The following are the components of defined benefit pension and OPEB costs (credits):
DEFINED BENEFIT PENSION COSTS (CREDITS)
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Service cost $ 7 $ 7 $ 21 $ 21
Interest cost 53 54 158 163
Expected return on plan assets ( 79 ) ( 80 ) ( 238 ) ( 240 )
Amortization:
Prior service costs 4 5 13 13
Net actuarial gain ( 2 ) — ( 6 ) —
Net periodic benefit credits $ ( 17 ) $ ( 14 ) $ ( 52 ) $ ( 43 )
OPEB COSTS (CREDITS)
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Service cost $ 2 $ 2 $ 6 $ 6
Interest cost 14 13 43 38
Expected return on plan assets ( 11 ) ( 11 ) ( 32 ) ( 32 )
Termination benefits 1
— — 15 2
Amortization:
Prior service credits ( 3 ) ( 4 ) ( 10 ) ( 12 )
Net actuarial gain ( 33 ) ( 39 ) ( 100 ) ( 116 )
Net periodic benefit credits $ ( 31 ) $ ( 39 ) $ ( 78 ) $ ( 114 )
1 The termination benefits relate to the decision to indefinitely idle our Conshohocken, Riverdale and Steelton facilities in the second quarter of 2025 and the indefinite idle of our Weirton tinplate production facility in the first quarter of 2024.
Based on funding requirements, we made $ 22 million and $ 51 million of defined benefit pension contributions for the three and nine months ended September 30, 2025, respectively. Based on funding requirements, we made $ 75 million and $ 91 million of defined benefit pension contributions for the three and nine months ended September 30, 2024, respectively. Based on funding requirements, we made no contributions to our voluntary employee benefit association trust plans for any of the three and nine months ended September 30, 2025 and 2024.
NOTE 10 - INCOME TAXES
Our income tax benefit for the three and nine months ended September 30, 2025 is $ 78 million and $ 375 million, respectively, compared to income tax benefit of $ 76 million and $ 100 million, respectively, for the three and nine months ended September 30, 2024. This increase is primarily due to an increase in Loss from continuing operations before income taxes and the impact of immaterial discrete items relative to those losses.
NOTE 11 - 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. The closure date for each of our active mine sites was determined based on the exhaustion date of the remaining mineral reserves, and the amortization of the related asset and accretion of the liability is recognized over the estimated mine lives. The closure date and expected timing of the capital requirements to meet our obligations for our indefinitely idled or closed mines is determined based on the unique circumstances of each property. For indefinitely idled or closed mines, the accretion of the liability is recognized over the anticipated timing of remediation. Asset retirement obligations at our steelmaking operations primarily include the closure and post-closure care for on-site landfills and other waste containment facilities. Asset retirement obligations have been recorded at present values using settlement dates based on when we expect these facilities to reach capacity and close.
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The following is a summary of our asset retirement obligations:
(In millions) September 30,
2025 December 31,
2024
Asset retirement obligations 1
$ 535 $ 526
Less: current portion 18 25
Long-term asset retirement obligations $ 517 $ 501
1 Includes $ 310 million and $ 302 million related to our active operations as of September 30, 2025 and December 31, 2024, respectively.
The following is a roll-forward of our asset retirement obligations:
(In millions) 2025 2024
Asset retirement obligations as of January 1 $ 526 $ 459
Accretion expense 21 17
Revision in estimated cash flows 4 49
Remediation payments ( 16 ) ( 24 )
Asset retirement obligations as of September 30 $ 535 $ 501
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, 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) September 30,
2025 December 31,
2024
Environmental obligations $ 112 $ 114
Less: current portion 15 14
Long-term environmental obligations $ 97 $ 100
NOTE 12 - FAIR VALUE MEASUREMENTS
The carrying values of certain financial instruments (e.g., Accounts receivable, net , Accounts payable and Other current liabilities ) approximate fair value and, therefore, have been excluded from the table below. See NOTE 13 - 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:
September 30, 2025 December 31, 2024
(In millions) Valuation Hierarchy Classification Carrying
Value Fair
Value Carrying
Value Fair
Value
Senior notes Level 1 $ 7,192 $ 7,328 $ 5,505 $ 5,496
ABL Facility - outstanding balance Level 2 847 847 1,560 1,560
Total $ 8,039 $ 8,175 $ 7,065 $ 7,056
The valuation of the financial asset 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.
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
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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 Unaudited Condensed Consolidated Financial Position, respectively.
The following table summarizes the changes in fair value of the employee benefit commitment:
(In millions) 2025
Beginning balance as of January 1 $ ( 188 )
Change in fair value ( 8 )
Payments 19
Foreign currency translation ( 6 )
Ending balance as of September 30 $ ( 183 )
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. S. 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 Unaudited Condensed Consolidated Financial Position. Any gain or loss recorded in relation to the fair value of this option is presented within Other non-operating income. 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, 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) 2025
Beginning balance as of January 1 $ 95
Change in fair value ( 34 )
Foreign currency translation 4
Ending balance as of September 30 $ 65
NOTE 13 - 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 and sales 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 or Revenues when we recognize the associated underlying sale . Impacts of our designated commodity purchase swaps and sales swaps are reflected within Other, net in the Statements of Unaudited Condensed Consolidated Cash Flows. Refer to NOTE 15 - ACCUMULATED OTHER COMPREHENSIVE INCOME for further information.
Our commodity purchase swaps and sales 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 hedge contracts:
Notional Amount
Hedge Contract Type Classification Unit of Measure Maturity Dates September 30,
2025 December 31,
2024
Natural Gas Commodity purchase swaps MMBtu October 2025 -
August 2028 125,450,000 143,250,000
Electricity Commodity purchase swaps Megawatt hours October 2025 -
July 2028 2,276,561 3,224,227
At September 30, 2025, we estimate $ 33 million of net losses related to our commodity purchase swaps will be reclassified from Accumulated other comprehensive income into Cost of goods sold during the next 12 months. This estimate is based on September 30, 2025 fair values, some of which will change before their actual reclassification into Cost of goods sold.
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The following table presents the fair value of our outstanding cash flow hedges and the classification in the Statements of Unaudited Condensed Consolidated Financial Position:
Balance Sheet Location (In millions) September 30,
2025 December 31,
2024
Other current assets $ 9 $ 5
Other non-current assets 11 9
Other current liabilities ( 19 ) ( 41 )
Other non-current liabilities — ( 6 )
NOTE 14 - CAPITAL STOCK
SHARE REPURCHASE PROGRAM
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. During the second quarter of 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.
During the three and nine months ended September 30, 2025 and the three months ended September 30, 2024, we did not repurchase any common shares. During the nine months ended September 30, 2024, we repurchased 37.9 million common shares at an aggregate cost of $ 733 million, excluding any excise tax due under the Inflation Reduction Act of 2022. As of September 30, 2025, there was $ 1.4 billion remaining authorization under our active share repurchase program.
PREFERRED STOCK
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 are issued or outstanding.
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 15 - ACCUMULATED OTHER COMPREHENSIVE INCOME
The components of Accumulated other comprehensive income within Cliffs shareholders’ equity and related tax effects allocated to each are shown below:
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions) 2025 2024 2025 2024
Foreign Currency Translation
Beginning balance $ 33 $ ( 1 ) $ ( 70 ) $ —
Other comprehensive income (loss) before reclassifications ( 42 ) 1 67 —
Income tax 6 — — —
Other comprehensive income (loss) before reclassifications, net of tax ( 36 ) 1 67 —
Ending balance $ ( 3 ) $ — $ ( 3 ) $ —
Derivative Instruments
Beginning balance $ 3 $ ( 103 ) $ ( 53 ) $ ( 170 )
Other comprehensive loss before reclassifications ( 41 ) ( 36 ) ( 33 ) ( 67 )
Income tax 10 9 8 17
Other comprehensive loss before reclassifications, net of tax ( 31 ) ( 27 ) ( 25 ) ( 50 )
Losses reclassified from AOCI to net loss 1
16 38 82 158
Income tax benefit 2
( 4 ) ( 9 ) ( 20 ) ( 39 )
Net losses reclassified from AOCI to net loss 12 29 62 119
Ending balance $ ( 16 ) $ ( 101 ) $ ( 16 ) $ ( 101 )
Pension and OPEB
Beginning balance $ 1,608 $ 1,770 $ 1,660 $ 1,827
Gains reclassified from AOCI to net loss 3
( 34 ) ( 37 ) ( 103 ) ( 114 )
Income tax expense 2
8 8 25 28
Net gains reclassified from AOCI to net loss ( 26 ) ( 29 ) ( 78 ) ( 86 )
Ending balance $ 1,582 $ 1,741 $ 1,582 $ 1,741
Total AOCI Ending Balance $ 1,563 $ 1,640 $ 1,563 $ 1,640
1 Amounts recognized in Revenues and Cost of goods sold for sales swaps and commodity purchase swaps, respectively, within the Statements of Unaudited Condensed Consolidated Operations.
2 Amounts recognized in Income tax benefit in the Statements of Unaudited Condensed Consolidated Operations.
3 Amounts recognized in Net periodic benefit credits other than service cost component in the Statements of Unaudited Condensed Consolidated Operations.
NOTE 16 - VARIABLE INTEREST ENTITIES
SUNCOKE MIDDLETOWN
We purchase all the coke and electrical power generated from SunCoke Middletown’s plant under long-term supply agreements and have committed to purchase all the expected production from the facility through 2032. 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 $ 18 million and $ 47 million for the three and nine months ended September 30, 2025, respectively, compared to $ 14 million and $ 38 million for the three and nine months ended September 30, 2024, respectively, that was included in our consolidated Loss from continuing operations before income taxes . Additionally, SunCoke Middletown had cash used for capital expenditures of $ 3 million for the nine months ended September 30, 2025, compared to $ 20 million for the nine months ended September 30, 2024, that are included in our consolidated Purchase of property, plant and equipment on the Statements of Unaudited Condensed Consolidated Cash Flows.
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The assets of the consolidated VIE can only be used to settle the obligations of the consolidated VIE and not obligations of the Company. The creditors of SunCoke Middletown do not have recourse to the assets or general credit of the Company to satisfy liabilities of the VIE. The Statements of Unaudited Condensed Consolidated Financial Position includes the following amounts for SunCoke Middletown:
(In millions) September 30,
2025 December 31,
2024
Inventories $ 32 $ 27
Property, plant and equipment, net 275 288
Accounts payable ( 17 ) ( 19 )
Other assets (liabilities), net ( 33 ) ( 47 )
Noncontrolling interests ( 257 ) ( 249 )
NOTE 17 - EARNINGS PER SHARE
The following table summarizes the computation of basic and diluted EPS:
Three Months Ended
September 30, Nine Months Ended
September 30,
(In millions, except per share amounts) 2025 2024 2025 2024
Loss from continuing operations $ ( 231 ) $ ( 232 ) $ ( 1,190 ) $ ( 280 )
Net income from continuing operations attributable to noncontrolling interest ( 17 ) ( 12 ) ( 42 ) ( 33 )
Net loss from continuing operations attributable to Cliffs shareholders ( 248 ) ( 244 ) ( 1,232 ) ( 313 )
Loss from discontinued operations, net of tax ( 3 ) — ( 3 ) —
Net loss attributable to Cliffs shareholders $ ( 251 ) $ ( 244 ) $ ( 1,235 ) $ ( 313 )
Weighted average number of shares:
Basic 495 468 495 478
Employee stock plans 1
— — — —
Diluted 495 468 495 478
Loss per common share attributable to Cliffs shareholders - basic:
Continuing operations $ ( 0.51 ) $ ( 0.52 ) $ ( 2.49 ) $ ( 0.66 )
Discontinued operations — — — —
$ ( 0.51 ) $ ( 0.52 ) $ ( 2.49 ) $ ( 0.66 )
Loss per common share attributable to Cliffs shareholders - diluted:
Continuing operations $ ( 0.51 ) $ ( 0.52 ) $ ( 2.49 ) $ ( 0.66 )
Discontinued operations — — — —
$ ( 0.51 ) $ ( 0.52 ) $ ( 2.49 ) $ ( 0.66 )
1 Excluded from the diluted EPS calculation are anti-dilutive shares related to employee stock plans. For both the three and nine months ended September 30, 2025, 3 million shares were excluded. For both the three and nine months ended September 30, 2024, 2 million shares were excluded.
NOTE 18 - COMMITMENTS AND CONTINGENCIES
PURCHASE COMMITMENTS
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 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 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.
OTHER COMMERCIAL COMMITMENTS
We use surety bonds and letters of credit to provide financial assurance for certain obligations and statutory requirements. As of September 30, 2025, we had $ 270 million of surety-backed letters of credit and surety bonds outstanding. Additionally, as of September 30, 2025, we had $ 63 million of outstanding letters of credit issued under our ABL Facility.
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CONTINGENCIES
We are currently the subject of, or party to, various claims and legal proceedings incidental to our current and historical operations. These claims and legal proceedings are subject to inherent uncertainties and unfavorable rulings could occur. An unfavorable ruling could include monetary damages, additional funding requirements or an injunction. If an unfavorable ruling were to occur, there exists the possibility of a material adverse effect on our financial position and results of operations for the period in which the ruling occurs or future periods. However, based on currently available information, we do not believe that any pending claims or legal proceedings will result in a material adverse effect in relation to our consolidated financial statements.
ENVIRONMENTAL CONTINGENCIES
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. Rather, to estimate the probable costs, we must make certain assumptions. The most significant of these assumptions is for the nature and scope of the work that will be necessary to investigate and remediate a particular site and the cost of that work. Other significant assumptions include the cleanup technology that will be used, whether and to what extent any other parties will participate in paying the investigation and remediation costs, reimbursement of past response costs and future oversight costs by governmental agencies, and the reaction of the governing environmental agencies to the proposed work plans. 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 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, 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. Environmental regulators have the authority to inspect all of our facilities. While we cannot predict the future actions of these regulators, it is possible that they may identify conditions in future inspections of these facilities that they believe require corrective action.
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 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.
In addition to the foregoing matters, we are or may be involved in proceedings with various regulatory authorities that may require us to pay fines, comply with more rigorous standards or other requirements, or incur capital and operating expenses for environmental compliance. We believe that the ultimate disposition of any such proceedings will not have, individually or in the aggregate, a material adverse effect on our consolidated financial condition, results of operations or cash flows.
TAX MATTERS
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize tax benefits to the extent that it is more likely than not that our positions will be sustained when challenged by the taxing authorities. To the extent we prevail in matters for which liabilities have been established, or are required to pay amounts in excess of our liabilities, our effective tax rate in a given period could be materially affected. An unfavorable tax settlement would require use of our cash and result in an increase in our effective tax rate in the year of resolution. A favorable tax settlement would be recognized as a reduction in our effective tax rate in the year of resolution. Refer to NOTE 10 - INCOME TAXES for further information.
OTHER CONTINGENCIES
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, mining royalties, 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. If material assumptions or factual understandings we rely on to evaluate exposure for these contingencies prove to be inaccurate or otherwise change, we may be required to record a liability for an adverse outcome. If, however, we have reasonably evaluated potential future liabilities for all of these contingencies, including those described more specifically above, it is our opinion, unless we otherwise noted, that the ultimate liability from these contingencies, individually or in the aggregate, should not have a material adverse effect on our consolidated financial position, results of operations or cash flows.
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NOTE 19 - SUBSEQUENT EVENTS
On October 3, 2025, we redeemed all $ 685 million aggregate principal amount of our 5.875% 2027 Senior Notes, 7.000% 2027 Senior Notes, and 7.000% 2027 AK Senior Notes with a portion of the net proceeds from the issuance of our 7.625% 2034 Senior Notes issued in September 2025.
On October 10, 2025, we issued an additional $ 275 million aggregate principal amount of our 7.625% 2034 Senior Notes at 102.750 % of their principal amount. The net proceeds were used to repay borrowings under our ABL Facility.
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