What changed in this filing

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Item 1. Financial Statements

2026-07-23 compared with 2026-04-21 · 155 added, 71 removed, 647 unchanged (26% of the section changed)

3 unchanged sentences

AND SUBSIDIARIES

(In millions, except share information) March 31,

(In millions, except share information) June 30,

2026 December 31,

45 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(In millions, except per share amounts) 2026 2025 2026 2025

4 unchanged sentences

Restructuring and other charges ( 3 ) ( 86 ) ( 3 ) ( 89 )

Asset impairment — ( 39 ) — ( 39 )

Miscellaneous – net ( 24 ) ( 27 ) ( 30 ) ( 38 )

5 unchanged sentences

Changes in fair value of derivatives, net ( 12 ) ( 15 ) ( 22 ) ( 24 )

Other non-operating income 1 1 1 1

Total other expense ( 103 ) ( 120 ) ( 197 ) ( 212 )

19 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(In millions) 2026 2025 2026 2025

3 unchanged sentences

Changes in derivative instruments, net of tax

( 41 ) ( 45 ) ( 65 ) 56

Changes in foreign currency translation

( 24 ) 102 ( 44 ) 103

Total other comprehensive income (loss) ( 89 ) 32 ( 156 ) 107

6 unchanged sentences

AND SUBSIDIARIES

Three Months Ended

Six Months Ended

(In millions) 2026 2025

6 unchanged sentences

Restructuring and other charges 3 89

Asset impairments — 39

Changes in operating assets and liabilities:

16 unchanged sentences

Net cash provided by financing activities 375 567

Net increase (decrease) in cash and cash equivalents ( 11 ) 3

Net increase in cash and cash equivalents 14 5

Cash, cash equivalents, and restricted cash at beginning of period 63 60

18 unchanged sentences

March 31, 2026 570.4 $ 76 $ 5,732 $ ( 766 ) $ ( 645 ) $ 1,425 $ 197 $ 6,019

Comprehensive income (loss) — — — ( 145 ) — ( 89 ) 11 ( 223 )

Stock and other incentive plans 0.1 — 14 — 2 — — 16

Net contributions to noncontrolling interests — — — — — — 6 6

June 30, 2026 570.5 $ 76 $ 5,746 $ ( 911 ) $ ( 643 ) $ 1,336 $ 214 $ 5,818

(In millions) Number of

9 unchanged sentences

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

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

8 unchanged sentences

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 months ended March 31, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026 or any other future period.

The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026 or any other future period.

Certain prior period amounts have been reclassified to conform with the current year presentation.

15 unchanged sentences

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 $ 131 million and $ 132 million as of March 31, 2026 and December 31, 2025, respectively, was classified in Other non-current assets.

Our investment in affiliates of $ 129 million and $ 132 million as of June 30, 2026 and December 31, 2025, respectively, was classified in Other non-current assets.

CORRECTION OF AN IMMATERIAL ERROR

1 unchanged sentence

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 ended March 31, 2025, Costs of goods sold was increased by $ 5 million, with a corresponding increase to Income tax benefit of $ 2 million, to adjust for the error.

For the three and six months ended June 30, 2025, Costs of goods sold was increased by $ 3 million and $ 8 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 a nominal amount and $ 2 million for the three and six months ended June 30, 2025, respectively.

Any related impact to cash flows was limited to captions within operating activities.

9 unchanged sentences

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.

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.

1 unchanged sentence

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

(In millions) March 31,

(In millions) June 30,

2026 December 31,

11 unchanged sentences

Supply chain finance programs that extend terms or provide us an economic benefit are classified as short-term financings.

As of March 31, 2026 and December 31, 2025, we had $ 21 million and $ 28 million, respectively, deemed as short-term financings that are classified in Other current liabilities .

Additionally , as of March 31, 2026 and December 31, 2025, we had $ 72 million and $ 73 million, respectively, classified as Accounts payable .

As of June 30, 2026 and December 31, 2025, we had $ 20 million and $ 28 million, respectively, deemed as short-term financings that are classified in Other current liabilities .

Additionally , as of June 30, 2026 and December 31, 2025, we had $ 71 million and $ 73 million, respectively, classified as Accounts payable.

INDEFINITELY IDLED FACILITIES CHARGES

6 unchanged sentences

$ 57 $ 7 $ 64

Costs incurred 1

Cash payments ( 12 ) ( 1 ) ( 13 )

Balance as of June 30, 2026

$ 47 $ 7 $ 54

1 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:

Three Months Ended

Six Months Ended

(In millions) 2026 2025

5 unchanged sentences

Cash payments (receipts) for income taxes and interest are as follows:

Three Months Ended

Six Months Ended

(In millions) 2026 2025

2 unchanged sentences

Interest paid on debt obligations net of capitalized interest 1

1 Capitalized interest was $ 4 million for both the three months ended March 31, 2026 and 2025.

1 Capitalized interest was $ 7 million and $ 8 million for the six months ended June 30, 2026 and 2025, respectively.

NOTE 3 - REVENUES

12 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(In millions) 2026 2025 2026 2025

3 unchanged sentences

Steel producers

526 600 1,078 1,188

Total Steelmaking 5,052 4,771 9,809 9,238

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(In millions) 2026 2025 2026 2025

20 unchanged sentences

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

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.

Our CODM, Lourenco Goncalves, Chairman 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.

1 unchanged sentence

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 March 31, 2026

Three Months Ended June 30, 2026

(In millions) Steelmaking Other Businesses Eliminations Total

11 unchanged sentences

EBITDA from noncontrolling interests 2

Idled facilities charges ( 5 )

Currency exchange ( 19 )

Changes in fair value of derivatives, net ( 12 )

Gain on disposal of assets, net 2

Other, net ( 4 )

Net loss $ ( 134 )

Capital Additions $ 187 $ 2 $ — $ 189

1 Other segment items primarily consist of the exclusion of EBITDA from noncontrolling interests from Adjusted EBITDA, 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 $ 11 million and the exclusion of depreciation, depletion and amortization of $ 5 million.

Three Months Ended June 30, 2025

(In millions) Steelmaking Other Businesses Eliminations Total

Revenues $ 4,808 $ 163 $ ( 37 ) $ 4,934

Cost of goods sold ( 5,034 ) ( 147 ) 35 ( 5,146 )

Selling, general and administrative expenses ( 130 ) ( 7 ) — ( 137 )

Net periodic benefit credits other than service cost component 43 — — 43

Excluding depreciation, depletion and amortization 386 7 — 393

Other segment items 1

Total Adjusted EBITDA $ 80 $ 16 $ ( 2 ) $ 94

Interest expense, net ( 149 )

Income tax benefit 148

Depreciation, depletion and amortization ( 393 )

EBITDA from noncontrolling interests 2

Idled facilities charges ( 204 )

Currency exchange 48

Changes in fair value of derivatives, net ( 15 )

Loss on disposal of assets, net ( 2 )

Amortization of inventory step-up

Severance ( 19 )

Net loss $ ( 473 )

Capital Additions $ 150 $ 2 $ — $ 152

2 EBITDA from noncontrolling interests includes net income attributable to noncontrolling interests of $ 13 million and the exclusion of depreciation, depletion and amortization of $ 7 million.

Six Months Ended June 30, 2026

(In millions) Steelmaking Other Businesses Eliminations Total

Revenues $ 9,893 $ 344 $ ( 89 ) $ 10,148

Cost of goods sold ( 9,875 ) ( 312 ) 89 ( 10,098 )

Selling, general and administrative expenses ( 264 ) ( 15 ) — ( 279 )

Net periodic benefit credits other than service cost component 128 — — 128

Excluding depreciation, depletion and amortization 505 16 — 521

Other segment items 1

( 39 ) — — ( 39 )

Total Adjusted EBITDA $ 348 $ 33 $ — $ 381

Interest expense, net ( 304 )

Income tax benefit 101

Depreciation, depletion and amortization ( 521 )

EBITDA from noncontrolling interests 2

Idled facilities credits 5

2 unchanged sentences

Gain on disposal of assets, net 9

Severance ( 1 )

Other, net ( 9 )

1 unchanged sentence

Capital Additions $ 311 $ 4 $ — $ 315

1 Other segment items primarily consists of the exclusion of EBITDA from noncontrolling interests and certain idled facilities credits, which is offset by the inclusion of certain items within Miscellaneous – net.

1 Other segment items primarily consist of the exclusion of EBITDA from noncontrolling interests, certain idled facilities credits 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 $ 19 million and the exclusion of depreciation, depletion and amortization of $ 12 million.

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

(In millions) Steelmaking Other Businesses Eliminations Total

15 unchanged sentences

Amortization of inventory step-up

Severance ( 20 )

Other, net ( 1 )

1 unchanged sentence

Capital Additions $ 273 $ 8 $ — $ 281

1 Other segment items primarily consists of the exclusion of EBITDA from noncontrolling interests and idled facilities charges from Adjusted EBITDA and the inclusion of items within Miscellaneous – net.

2 EBITDA from noncontrolling interests includes net income attributable to noncontrolling interests of $ 25 million and the exclusion of depreciation, depletion and amortization of $ 13 million.

The following summarizes our assets by segment:

(In millions) March 31,

(In millions) June 30,

2026 December 31,

4 unchanged sentences

The following table indicates the carrying value of each of the major classes of our depreciable assets:

(In millions) March 31,

(In millions) June 30,

2026 December 31,

8 unchanged sentences

Property, plant and equipment, net $ 9,239 $ 9,481

1 Includes right-of-use assets related to finance leases of $ 572 million and $ 576 million as of March 31, 2026 and December 31, 2025, respectively.

We recorded depreciation and depletion expense of $ 239 million for the three months ended March 31, 2026, and $ 264 million for the three months ended March 31, 2025.

1 Includes right-of-use assets related to finance leases of $ 573 million and $ 576 million as of June 30, 2026 and December 31, 2025, respectively.

We recorded depreciation and depletion expense of $ 244 million and $ 483 million for the three and six months ended June 30, 2026, respectively, and $ 374 million and $ 638 million for the three and six months ended June 30, 2025, respectively.

During the second quarter of 2025, we decided to indefinitely idle our Steelton, Conshohocken, and Riverdale facilities.

As a result, a $ 39 million Asset impairment was recorded to Property, plant and equipment, net and accelerated depreciation of $ 119 million was recorded for both the three and six months ended June 30, 2025, included within depreciation and depletion expense.

NOTE 6 - GOODWILL AND INTANGIBLE ASSETS AND LIABILITIES

The following table summarizes the changes in Goodwill by segment:

Three Months Ended March 31, 2026

(In millions) Steelmaking Other Businesses Total

Beginning balance $ 1,765 $ 49 $ 1,814

Beginning balance January 1, 2026 $ 1,765 $ 49 $ 1,814

Foreign currency translation ( 30 ) — ( 30 )

Ending balance $ 1,751 $ 49 $ 1,800

Ending balance June 30, 2026 $ 1,735 $ 49 $ 1,784

INTANGIBLE ASSETS AND LIABILITIES

The following is a summary of our intangible assets and liabilities:

March 31, 2026

June 30, 2026

December 31, 2025

13 unchanged sentences

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

Amortization expense related to Intangible assets, net was $ 21 million and $ 19 million for the three months ended March 31, 2026 and 2025, respectively.

Any additional movements in the balance of Intangible assets, net as of March 31, 2026, compared to December 31, 2025, is due to fluctuation in foreign currency exchange rates.

Estimated future amortization expense is $ 61 million for the remainder of 2026, $ 81 million annually for the years 2027 through 2030 and $80 million for 2031.

Income from amortization related to the intangible liabilities was $ 1 million for both the three months ended March 31, 2026 and 2025.

Amortization expense related to Intangible assets, net was $ 20 million and $ 21 million for the three months ended June 30, 2026 and 2025, respectively, and was $ 41 million and $ 40 million for the six months ended June 30, 2026 and 2025, respectively.

Any additional movements in the balance of Intangible assets, net as of June 30, 2026, compared to December 31, 2025, is due to fluctuation in foreign currency exchange rates.

Estimated future amortization expense is $ 40 million for the remainder of 2026, $ 80 million annually for the years 2027 through 2029 and $ 79 million for 2030 and 2031.

Income from amortization related to the intangible liabilities was $ 2 million for both the three months ended June 30, 2026 and 2025, and was $ 3 million for both the six months ended June 30, 2026 and 2025.

Estimated future income from amortization is $ 2 million for the remainder of 2026 and $ 5 million annually for the years 2027 through 2031.

3 unchanged sentences

Debt Instrument Annual Effective

Interest Rate March 31,

Interest Rate June 30,

2026 December 31,

22 unchanged sentences

Total long-term debt $ 7,703 $ 7,253

1 Our ABL Facility annual effective interest rate was 5.305 % as of March 31, 2026.

As of March 31, 2026, 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) March 31,

1 Our ABL Facility annual effective interest rate was 5.143 % as of June 30, 2026.

As of June 30, 2026, 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 our ABL Facility:

(In millions) June 30,

Available borrowing base on ABL Facility 1

2 unchanged sentences

Borrowing capacity available $ 3,014

1 As of March 31, 2026, the ABL Facility has a maximum available borrowing base of $ 4.75 billion.

1 As of June 30, 2026, our 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.

1 unchanged sentence

DEBT MATURITIES

The following represents a summary of our maturities of debt instruments based on the principal amounts outstanding at March 31, 2026 (in millions):

The following represents a summary of our maturities of debt instruments based on the principal amounts outstanding as of June 30, 2026 (in millions):

2026 2027 2028 2029 2030 Thereafter Total

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(In millions) 2026 2025 2026 2025

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(In millions) 2026 2025 2026 2025

2 unchanged sentences

Expected return on plan assets ( 11 ) ( 10 ) ( 22 ) ( 21 )

Termination benefits 1

Amortization:

2 unchanged sentences

Net periodic benefit credits $ ( 26 ) $ ( 16 ) $ ( 52 ) $ ( 47 )

Based on funding requirements, we made $ 13 million and $ 15 million of defined benefit pension contributions for the three months ended March 31, 2026 and 2025, respectively.

Based on funding requirements, we made no contributions to our voluntary employee benefit association trust plans for both the three months ended March 31, 2026 and 2025.

Based on funding requirements, we made $ 3 million and $ 16 million of defined benefit pension contributions for the three and six months ended June 30, 2026, respectively, and we made $ 14 million and $ 29 million of defined benefit pension contributions for the three and six months ended June 30, 2025, respectively.

Based on funding requirements, we made no contributions to our voluntary employee benefit association trust plans for both the three and six months ended June 30, 2026 and 2025.

NOTE 9 - STOCK COMPENSATION PLANS

18 unchanged sentences

NOTE 10 - INCOME TAXES

Our income tax benefit for the three months ended March 31, 2026 is $ 81 million, compared to income tax benefit of $ 149 million, for the three months ended March 31, 2025.

This decrease is primarily due to a decrease in Loss from continuing operations before income taxes and the impact of immaterial discrete items relative to those losses .

Our income tax benefit for the three and six months ended June 30, 2026 is $ 20 million and $ 101 million, respectively, compared to income tax benefit of $ 148 million and $ 297 million for the three and six months ended June 30, 2025, respectively.

This decrease is primarily due to a decrease in Loss from continuing operations before income taxes .

NOTE 11 - ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS

7 unchanged sentences

The following is a summary of our asset retirement obligations:

(In millions) March 31,

(In millions) June 30,

2026 December 31,

2 unchanged sentences

Long-term asset retirement obligations $ 594 $ 581

1 Includes $ 380 million and $ 375 million related to our active operations as of March 31, 2026 and December 31, 2025, respectively.

1 Includes $ 383 million and $ 375 million related to our active operations as of June 30, 2026 and December 31, 2025, respectively.

The following is a roll-forward of our asset retirement obligations:

2 unchanged sentences

Accretion expense 17 15

Revision in estimated cash flows — 5

Remediation payments ( 5 ) ( 12 )

Asset retirement obligations as of March 31 $ 605 $ 525

Asset retirement obligations as of June 30 $ 611 $ 534

ENVIRONMENTAL OBLIGATIONS

5 unchanged sentences

The following is a summary of our environmental obligations:

(In millions) March 31,

(In millions) June 30,

2026 December 31,

6 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(In millions) Valuation Hierarchy Classification Carrying

3 unchanged sentences

Total $ 7,703 $ 7,727 $ 7,253 $ 7,489

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.

The valuation of the financial instruments 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 acquisition of Stelco, we acquired funding commitments to employee life and health trusts.

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

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

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

6 unchanged sentences

Total expense included in earnings ( 6 ) ( 5 )

Payments 8 11

Foreign currency translation 5 ( 11 )

Ending balance as of March 31 $ ( 165 ) $ ( 185 )

Ending balance as of June 30 $ ( 162 ) $ ( 193 )

MINNTAC OPTION

3 unchanged sentences

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 current assets as of March 31, 2026 and Other non-current assets as of December 31, 2025 on the Statements of Unaudited Condensed Consolidated Financial Position.

This option is recorded as a derivative instrument at fair value on a recurring basis and included within Other current assets as of June 30, 2026 and Other non-current assets as of December 31, 2025 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 Changes in fair value of derivatives, net on the Statements of Unaudited Condensed Consolidated Operations .

6 unchanged sentences

Foreign currency translation ( 2 ) 5

Ending balance as of March 31 $ 43 $ 86

Ending balance as of June 30 $ 30 $ 76

NOTE 13 - DERIVATIVE INSTRUMENTS AND HEDGING

9 unchanged sentences

Notional Amount

Hedge Contract Classification Unit of Measure Hedged Periods March 31,

Hedge Contract Classification Unit of Measure Hedged Periods June 30,

2026 December 31,

Natural Gas Commodity purchase swaps MMBtu April 2026 - December 2028 137,225,000 139,300,000

Electricity Commodity purchase swaps Megawatt hours April 2026 - December 2028 1,868,208 1,974,380

HRC Sales swaps Net tons April 2026 - December 2026 375,300 220,220

At March 31, 2026, we estimate $ 10 million of net losses related to our commodity purchase swaps and $ 40 million of net losses related to our sales swaps will be reclassified from Accumulated other comprehensive income into Cost of goods sold and Revenues , respectively, during the next 12 months.

This estimate is based on March 31, 2026 fair values, some of which will change before their actual reclassification into Cost of goods sold and Revenues.

Natural Gas Commodity purchase swaps MMBtu July 2026 - June 2029 134,455,000 139,300,000

Electricity Commodity purchase swaps Megawatt hours July 2026 - June 2029 2,099,497 1,974,380

HRC Sales swaps Net tons July 2026 - September 2027 583,450 220,220

As of June 30, 2026, we estimate $ 23 million of net losses related to our commodity purchase swaps and $ 71 million of net losses related to our sales swaps will be reclassified from Accumulated other comprehensive income into Cost of goods sold and Revenues , respectively, during the next 12 months.

This estimate is based on June 30, 2026 fair values, some of which will change before their actual reclassification into Cost of goods sold and Revenues.

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) March 31,

Balance Sheet Location (In millions) June 30,

2026 December 31,

8 unchanged sentences

The share repurchase program does not have a specific expiration date.

During both the three months ended March 31, 2026 and 2025, we did not repurchase any common shares.

As of March 31, 2026, there was $ 1.4 billion remaining authorization under our active share repurchase program.

During both the three and six months ended June 30, 2026 and 2025, we did not repurchase any common shares.

As of June 30, 2026, there was $ 1.4 billion remaining authorization under our share repurchase program.

PREFERRED STOCK

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(In millions) 2026 2025 2026 2025

12 unchanged sentences

Losses (gains) reclassified from AOCI to Cost of goods sold

7 10 ( 10 ) 42

Income tax expense (benefit) 1

( 7 ) ( 8 ) ( 4 ) ( 16 )

Net losses (gains) reclassified from AOCI to net income 21 26 13 50

14 unchanged sentences

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 $ 9 million and $ 15 million for the three months ended March 31, 2026 and 2025, respectively, which was included in our consolidated Loss from continuing operations before income taxes .

Additionally, SunCoke Middletown had cash used for capital expenditures of $ 1 million and a nominal amount for the three months ended March 31, 2026 and 2025, respectively, that are included in our consolidated Purchase of property, plant and equipment on the Statements of Unaudited Condensed Consolidated Cash Flows.

SunCoke Middletown had income before income taxes of $ 11 million and $ 20 million for the three and six months ended June 30, 2026, respectively, compared to $ 14 million and $ 29 million for the three and six months ended June 30, 2025, respectively, which was included in our consolidated Loss from continuing operations before income taxes .

Additionally, SunCoke Middletown had cash used for capital expenditures of $ 4 million and $ 5 million for the three and six months ended June 30, 2026, respectively, and a nominal am ount for the three and six months ended June 30, 2025, respectively, that are included in our consolidated Purchase of property, plant and equipment on the Statements of Unaudited Condensed 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.

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) March 31,

The Statements of Unaudited Condensed Consolidated Financial Position include the following amounts for SunCoke Middletown:

(In millions) June 30,

2026 December 31,

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(In millions, except per share amounts) 2026 2025 2026 2025

16 unchanged sentences

$ ( 0.25 ) $ ( 0.98 ) $ ( 0.67 ) $ ( 1.99 )

1 For both the three months ended March 31, 2026 and 2025, 2 million potentially dilutive shares were excluded from the computation of diluted EPS because their effect would have been anti-dilutive.

1 For the three and six months ended June 30, 2026, 6 million and 5 million , res pectively, potentially dilutive shares were excluded from the computation of diluted EPS because their effect would have been anti-dilutive.

For the three and six months ended June 30, 2025, 4 million and 2 million, respectively, potentially dilutive shares were excluded from the computation of diluted EPS because their effect would have been anti-dilutive.

NOTE 18 - COMMITMENTS AND CONTINGENCIES

8 unchanged sentences

We use surety bonds and letters of credit to provide financial assurance for certain obligations and statutory requirements.

As of March 31, 2026, we had $ 300 million of surety-backed letters of credit and surety bonds outstanding.

Additionally, as of March 31, 2026, we had $ 48 million of outstanding letters of credit issued under our ABL Facility.

As of June 30, 2026, we had $ 307 million of surety-backed letters of credit and surety bonds outstanding.

Additionally, as of June 30, 2026, we had $ 60 million of outstanding letters of credit issued under our ABL Facility.

CONTINGENCIES

20 unchanged sentences

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.

In addition to the foregoing matters, we are and may in the future 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.

10 unchanged sentences

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 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.

2 unchanged sentences

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-Q

Item 1. Financial Statements