0000764065-26-000025
SEC filingCleveland-Cliffs reported a net loss of $1.478B for 2025, with $13.689B in total liabilities and $6.323B in equity.
Cleveland-Cliffs Inc. describes itself as "a leading North America-based steel producer with focus on value-added sheet products, particularly for the automotive industry." The company is vertically integrated from mining iron ore through downstream finishing, stamping, tooling, and tubing. Headquartered in Cleveland, Ohio, it employed approximately 25,000 people as of December 31, 2025.
The company is organized into four operating segments: Steelmaking, Tubular, Tooling and Stamping, and European Operations. However, it "primarily operates through one reportable segment – the Steelmaking segment." The Steelmaking segment includes primary steel production, finishing, and raw material operations. Tubular and Tooling and Stamping are described as "Other Businesses" providing carbon and stainless steel tubing, advanced-engineered solutions, tool design and build, and stamped components. European Operations are not detailed in this section.
Cleveland-Cliffs states it offers "the most comprehensive flat-rolled steel product selection in the industry." Named products include advanced high-strength steel, hot-dipped galvanized, aluminized, galvalume, electrogalvanized, galvanneal, hot-rolled coil, cold-rolled coil, plate, grain-oriented electrical steel (GOES), non-oriented electrical steel (NOES), stainless steels, tool and die, stamped components, and slabs. The company is "a leading producer of electrical steels in the U.S." and the "first and the only producer of HBI in the Great Lakes region."
Cleveland-Cliffs sells primarily to customers in North America. Approximately 35-40% of flat-rolled steel shipments are under fixed-price contracts (annual or multi-year); the remainder is sold via spot market or index-linked pricing. End markets include direct automotive (30% of 2025 revenue), infrastructure and manufacturing (29%), distributors and converters (28%), and steel producers (13%). The automotive market is highlighted as the largest end user, with the company being "a leading supplier of automotive-grade steel in the U.S." No single customer concentration is disclosed.
Competition includes domestic and foreign producers of flat-rolled carbon, plate, stainless, and electrical steels, as well as aluminum, carbon fiber, and concrete. EAFs account for over 70% of U.S. steel production and more than 50% of flat-rolled production. The filing notes that "EAF producers' equipment is designed to utilize scrap as their main feedstock, which often contains high residual or impure content, limiting their product capabilities." Key competitive factors are price, quality, on-time delivery, customer service, technical expertise, and product innovation. Finished steel imports accounted for 18% of U.S. market consumption in 2025, down from 23% in 2024. The company highlights its integrated footprint and internal raw material sourcing as competitive advantages versus EAF competitors reliant on imported pig iron.
The company outlines six strategic pillars: (1) Maximize commercial strengths by focusing on the automotive sector and offering a full product suite; (2) Optimize the integrated footprint by idling or closing six underperforming operations during 2025; (3) Explore strategic opportunities, including a Memorandum of Understanding with POSCO and potential sale of non-core assets; (4) Capture synergies from acquisitions, particularly the Stelco Acquisition completed November 1, 2024; (5) Improve financial flexibility through deleveraging and maintaining liquidity; and (6) Enhance environmental sustainability with GHG reduction targets.
As of December 31, 2025, Cleveland-Cliffs employed approximately 25,000 people, with about 90% located in the U.S. Over 70% of the workforce is hourly, with more than 90% of hourly employees represented by three unions: USW, UAW, and IAM (over 18,000 employees subject to collective bargaining agreements). The company emphasizes strong labor relations and successfully renegotiated all open labor agreements during 2025 without disruption. The Total Reportable Incident Rate was 0.8 per 200,000 hours worked in 2025.
As of December 31, 2025, Cleveland-Cliffs reported total assets of $20.012 billion, a decrease from $20.947 billion at the end of 2024. Cash and cash equivalents were $57 million, essentially flat year-over-year. Total debt increased to $7.253 billion from $7.065 billion, driven by new issuances of $1.983 billion (including $850 million of 7.500% 2031 Senior Notes and $1.125 billion of 7.625% 2034 Senior Notes) partially offset by repayments of $1.795 billion (including the redemption of $73 million of 7.000% 2027 Senior Notes, $56 million of 7.000% 2027 AK Senior Notes, and $556 million of 5.875% 2027 Senior Notes). Shareholders' equity attributable to Cliffs decreased to $6.116 billion from $6.634 billion, primarily due to a net loss of $1.478 billion. The company's ABL Facility had $452 million drawn against a $4.75 billion borrowing base, with $3.213 billion of borrowing capacity available.
Cleveland-Cliffs has significant unconditional purchase obligations, including take-or-pay agreements, totaling $13.954 billion as of December 31, 2025. These obligations are scheduled as follows: $2.911 billion in 2026, $1.936 billion in 2027, $1.520 billion in 2028, $1.266 billion in 2029, $1.191 billion in 2030, and $5.130 billion thereafter. Additionally, the company had $278 million of surety-backed letters of credit and surety bonds outstanding, and $65 million of outstanding letters of credit under the ABL Facility.
During 2025, Cleveland-Cliffs did not repurchase any common shares. The company has a remaining authorization of $1.4 billion under its $1.5 billion share repurchase program authorized on April 22, 2024. No dividends were paid. Capital expenditures totaled $680 million, representing 3.65% of sales. The company issued $1.983 billion in new debt and repaid $1.795 billion, resulting in a net debt increase of $188 million. On October 31, 2025, the company sold 75 million common shares in an underwritten public offering for $12.69 per share, generating net proceeds used to repay ABL Facility borrowings.
The company operates through four operating segments, with one reportable segment: Steelmaking. For the year ended December 31, 2025, the Steelmaking segment generated revenues of $18.063 billion and an Adjusted EBITDA loss of $16 million. The Other Businesses category (Tubular, Tooling and Stamping, and European Operations) generated revenues of $657 million and Adjusted EBITDA of $53 million. Geographically, revenues were primarily from the United States ($15.887 billion), followed by Canada ($2.071 billion) and other countries ($652 million). Property, plant, and equipment, net, was concentrated in the United States ($8.173 billion) and Canada ($1.307 billion).
The risk factors emphasize extreme commodity price volatility, particularly for steel, scrap, and iron ore. Cleveland-Cliffs' profitability directly hinges on these prices, which are influenced by global supply-demand dynamics, trade policies, and macroeconomic conditions. A sustained downturn could trigger impairments and production cuts. Automotive market concentration is a critical risk: as the largest end-user, any weakness in auto production or loss of key contracts would materially reduce revenues and margins. Additionally, global steel overcapacity and imports—especially from subsidized foreign producers—threaten to flood the U.S. market if tariffs are relaxed.
Trade policy is a double-edged sword. The 50% Section 232 tariff on steel imports, imposed in June 2025, currently benefits domestic producers, but any removal or exemption would reverse that advantage. Retaliatory tariffs and trade tensions (e.g., with Canada or China) could raise input costs for raw materials like scrap and coke. Environmental regulations are extensive and evolving, with new rules on GHG emissions, PFAS, and air quality posing significant compliance costs. The company also faces risks from permitting delays and public opposition.
High leverage is a major concern: $6.9 billion in senior notes and $452 million drawn on a $4.75 billion ABL facility. Interest rate sensitivity (floating-rate debt) could increase cash flow demands. The Stelco acquisition integration adds uncertainty, including cross-border tariff complexities and additional debt servicing. The planned partnership with POSCO and potential asset divestitures are uncertain, and failure could limit debt reduction.
Operations depend on critical raw materials (energy, graphite electrodes, alloys) with price volatility and supply chain disruptions. Transportation (Great Lakes shipping, rail) is a bottleneck; any disruption could halt production. Aging infrastructure requires costly maintenance and capital projects (e.g., Butler and Middletown DOE-funded upgrades). Idled facilities incur fixed costs, and restarting them is expensive. Cybersecurity risks are elevated given the company's role as a critical infrastructure supplier; a successful cyberattack could disrupt manufacturing and lead to significant liabilities.
Decarbonization pressures are rising: carbon taxes (e.g., Stelco's Canadian operations), customer demands for low-carbon steel, and regulatory uncertainty around climate goals. The company's ability to meet emissions targets is uncertain. Labor relations are a near-term risk: several union contracts expire in 2026, and failure to reach agreements could cause strikes. Workforce shortages in skilled trades (electricians, IT) may hamper operations. Pension and OPEB obligations are underfunded and sensitive to market performance and interest rates.