克利夫兰克里夫 2025年季度报告

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the transition period fromto.Commission File Number:1-8944 200 Public Square,Cleveland,Ohio(Address of Principal Executive Offices) Yes☒No☐ emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth Large accelerated filer☒Accelerated filerNon-accelerated filer☐Smaller reporting company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Yes☐The number of shares outstanding of the registrant’s common shares, par value $0.125 per share, was494,695,276as of July23, 2025. TABLE OF CONTENTS DEFINITIONS MONTHS ENDED JUNE 30, 2025 AND 2024STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED CHANGES IN EQUITY FOR MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONSQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKCONTROLS AND PROCEDURESPART II - OTHER INFORMATIONLEGAL PROCEEDINGSITEM 1A.RISK FACTORSUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSMINE SAFETY DISCLOSURESOTHER INFORMATIONEXHIBITSSIGNATURES Abbreviation or acronym Asset-Based Revolving Credit Agreement, dated as of March 13, 2020, which matures the earlier of June 9, 2028, or91 days prior to the maturity of certain other material debt, among Cleveland-Cliffs Inc., the lenders party thereto fromtime to time and Bank of America, N.A., as administrative agent, as amended as of March 27, 2020, December 9, Loss before income taxes OutstandingIssued Stock and other incentive plans Net distributions to noncontrolling June 30, 2025494.7 (In millions)CommonSharesOutstandingCommonSharesIssuedExcess ofParValueof SharesRetainedEarningsSharesinTreasuryAOCINon-ControllingInterestDecember 31, 2023504.9$66$4,861$1,733$(430)$1,657$235Comprehensive income (loss)———(67)—(9)14Common stock repurchases, net of excise(30.4)———(615)——Stock and other incentive plans1.0—(10)—15—— Stock and other incentive plansNet contributions to noncontrolling interests ——————14June 30, 2024468.0$66$4,864$1,668$(1,154)$1,666$262The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIESBUSINESS, CONSOLIDATION AND PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with SEC rules andregulations 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 theperiods presented. The preparation of financial statements in conformity with GAAP requires management to make estimates andassumptions 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 six months period. Certain prior period amounts have been reclassified to conform with the current year presentation. These unaudited condensedconsolidated 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 December31, 2024. NATURE OF BUSINESSWe are a leading North America-based steel producer with focus on value-added sheet products, particularly for the automotive employ approximately30,000people across our operations in the United States and Canada. More than 90% of our hourly workforce isrepresented by three prominent unions – USW, UAW and IAM. BUSINESS OPERATIONSWe are organized intofouroperating segments based on differentiated products – Steelmaking, Tubular, Tooling and Stamping, and BASIS OF CONSOLIDATIONThe 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 areeliminated upon consolidation. INVESTMENTS IN AFFILIATESWe have investments in several businesses accounted for using the equity method of accounting. These investments are included Our investment in affiliates of $132million and $131million as of June30, 2025 and December31, 2024, respectively, was classified inOther non-current assets. SIGNIFICANT ACCOUNTING POLICIES A detailed description of our significant accounting policies can be found in the audited