CLEVELAND-CLIFFS INC.
For the period ended Sep 30, 2026. Filed Oct 20, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 20, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-23.
0000764065-26-000100
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-20.
0000764065-26-000115
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 192 previous paragraphs and 191 current paragraphs.
126 unchanged; 54 reworded; 11 added; 10 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
During the third quarter of 2026, we made the decision to indefinitely idle the finishing operations at our Hamilton Works facility. The indefinite idle is not expected to have any impact on production as we shift mix further towards HRC, which is more profitable under current market conditions. The indefinite idle is a result of continued weak demand for value-add sheet products in the Canadian market and the continued presence of imported products into Canada.
Current report
ADVANCE MIDDLETOWN WORKS INVESTMENT
Current report
During the third quarter of 2026, we announced that the DOE established a framework to finalize negotiations and implementation plans for our Middletown Works investment, rescoping the previously awarded $500 million DOE grant. The project represents a $1 billion total investment at Middletown Works, with funding shared equally between Cleveland-Cliffs and the DOE. The Middletown Works investment includes state-of-the-art upgrades to its blast furnace, advanced material handling and artificial intelligence-enabled process control technologies. Additionally, we plan to construct an advanced cogeneration facility that will capture and utilize blast furnace gas to generate electricity and steam for on-site utilization, improving overall energy efficiency, reducing reliance on externally supplied electricity, and lowering operating costs. This multi-year investment is expected to be completed in 2030.
Current report
Revenues increased by approximately $890 million, or 19%, for the three months ended September 30, 2026, as compared to the prior-year period, which includes a $730 million improvement in steel product revenue. The increase in steel product revenue was primarily driven by higher steel pricing, higher steel product shipments, and favorable sales mix:
Current report
Revenues increased by $1.5 billion, or 11%, for the nine months ended September 30, 2026, as compared to the prior-year period, which includes a $1.2 billion improvement in steel product revenue. The increase in steel product revenue was primarily driven by higher steel pricing and favorable sales mix, partially offset by lower shipment volumes:
Current report
•Higher cost of goods sold: Cost of goods sold increased by approximately $380 million, primarily driven by volume and from higher cost per ton resulting from product mix and elevated repair and maintenance expense.
Current report
During the three months ended September 30, 2026, Miscellaneous, netdecreased by $25 million compared to the prior-year period. The decrease was primarily due to a gain on sale of non-core assets in 2026 and from routine remeasurement of an intercompany note with our Stelco subsidiary, which resulted in favorable expense period-over-period.
Current report
Consolidated Interest expense, net decreased by$5 million for the three months ended September 30, 2026, as compared to the prior-year period. This decrease was the result of lower average borrowings in the period.
Current report
The year-over-year change in income taxes for both the three and nine months ended September 30, 2026 periods was primarily attributable to the significant improvement in earnings included within Income (loss) from continuing operations before income taxes.
Current report
•A $443 million increase in cash from Payables, accrued employment and accrued expenses, the result of higher costs including inputs and product mix and from timing of payments; partially offset by
Current report
•A $340 million decrease in cash from Inventories, the result of a reduction in raw materials inventories, including iron ore pellets and coke, during 2025.
Removed paragraphs (10)
Previous report
We remain committed to operating our business in a more sustainable manner. In May 2024, we announced our commitment to achieve new GHG emissions reduction targets after we successfully achieved our prior commitment set in 2021 to reduce Scope 1 (direct emissions) and Scope 2 (indirect emissions from purchased electricity or other forms of energy) GHG emissions by 25% by 2030, relative to 2017 levels, well ahead of our 2030 target year. Our new goals set forth below, relative to 2023 levels, include:
Previous report
•A target to reduce Scope 1 and 2 GHG emissions intensity per metric ton of crude steel by 30% by 2035;
Previous report
•A target to reduce material upstream Scope 3 GHG emissions intensity per metric ton of crude steel by 20% by 2035; and
Previous report
•A long-term target aligned with the Paris Agreement’s 1.5 degrees Celsius scenario to reduce Scope 1, 2 and material upstream 3 emissions intensity per metric ton of crude steel to near net zero by 2050.
Previous report
Revenues increased by approximately $280 million, or 6%, for the three months ended June 30, 2026, as compared to the prior-year period. The increase was primarily driven by higher steel pricing, favorable sales mix, and improved non-steel product revenue, partially offset by lower steel product shipment volumes:
Previous report
Revenues increased by approximately $570 million, or 6%, for the six months ended June 30, 2026, as compared to the prior-year period. The increase was primarily driven by higher steel pricing, favorable sales mix, and improved non-steel product revenue, partially offset by lower steel product shipment volumes:
Previous report
•Lower cost of goods sold: Cost of goods sold decreased by approximately $60 million, reflecting a net decrease in idle charges incurred as compared to the second quarter of 2025. This was partially offset by elevated repair and maintenance costs in the second quarter of 2026.
Previous report
Selling, general and administrative expenses increased by $9 million for the six months ended June 30, 2026, as compared to the prior-year period. The increase was primarily driven by higher incentive based compensation partially offset by lower legal fees.
Previous report
During the three and six months ended June 30, 2026, our consolidated Income tax benefit decreased by$128 million and$196 million, respectively, as compared to the prior-year periods. This decrease is primarily due to a decrease in Loss from continuing operations before income taxes.
Previous report
Forward-looking and other statements in this Quarterly Report on Form 10-Q regarding our GHG reduction plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current and forward-looking GHG-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future.
Reworded paragraphs (54)
Previous wording
Management's Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and other factors that may affect our future results. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes that appear in Part 1 — Item 1 - Financial Statements and Supplementary Dataof this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2025, as well as other publicly available information. 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. Refer to NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES for further information.
Current wording
Management's Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and other factors that may affect our future results. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes that appear in Part 1 — Item 1 - Financial Statements and Supplementary Dataof this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2025, as well as other publicly available information.
Previous wording
Steel market conditions continued to improve throughout the second quarter of 2026 driven by higher than historical HRC pricing, continued subdued import levels, extending lead times and increasing demand. The price for domestic HRC, the most significant index impacting our revenues and profitability, averaged $1,079 per net ton during the second quarter of 2026, representing a 19% increase compared to the second quarter of 2025, and the highest quarterly average per net ton since the second quarter of 2022. Finished steel import levels remained significantly below historical levels during the second quarter of 2026, which helped support domestic steel pricing. Looking forward, we expect domestic steel demand to grow, as implemented tariffs support demand for domestically produced steel, steel imports remain unattractive, and other end-user demand continues to improve. Additionally, the war with Iran, along with other global tensions, has led to rising global steel costs and increased freight rates, making imports less attractive and supporting higher domestic steel demand and HRC pricing. Steel and light vehicles remain at the top of the trade agenda of President Trump's administration, and we operate at the intersection of both of these industries.
Current wording
Steel market conditions continued to improve throughout the third quarter of 2026 driven by higher than historical HRC pricing, continued subdued import levels, extending lead times and increasing demand. The price for domestic HRC, the most significant index impacting our revenues and profitability, averaged $1,195 per net ton during the third quarter of 2026, representing a 42% increase compared to the third quarter of 2025, and the highest quarterly average per net ton since the second quarter of 2022. Finished steel import levels remained significantly below historical levels during the third quarter of 2026, which helped support domestic steel pricing. Looking forward, we expect domestic steel demand to grow, as implemented tariffs support demand for domestically produced steel, steel imports remain unattractive and other end-user demand continues to improve. Additionally, the war with Iran, along with other global tensions, has led to rising global steel costs and increased freight rates, making imports less attractive, which further supports higher domestic steel demand and HRC pricing. Steel and light vehicles remain at the top of the trade agenda of President Trump's administration, and we operate at the intersection of both of these industries.
Previous wording
We believe steel tariffs play a crucial role in protecting the U.S. economy, national security and the industrial base from violators of fair trade. The American steel industry has long faced significant challenges resulting from global overcapacity and overproduction of steel, as well as other unfair trade practices. The overproduction by certain countries has led to dumping of steel in the U.S. at below market value. The U.S. remains the only major steel-producing country that produces less steel than it consumes. Additionally, foreign steel producers often take advantage of cheaper labor, government subsidies, currency manipulation and weak environmental and safety regulations. During 2025, President Trump signed a Presidential proclamation to implement 50% tariffs on steel imports originating from all major steel producing countries. In early April 2026, President Trump issued a proclamation adjusting the Section 232 tariffs on steel and steel derivative products. The proclamation maintained 50% tariff coverage on steel products and expanded the 50% tariff rate coverage to the full value of articles of iron and steel, including pipe and tube products. This proclamation also added new steel derivative products, including certain types of transformers, while simplifying the steel derivative product tariff regime. The strong commitment of President Trump's Administration to the resilience of the Section 232 national security tariffs is helping the competitive landscape by reducing the prevalence of dumped steel in the U.S. market, ultimately leading to increased domestic demand. Year-to-date total steel imports through April 2026 declined 29% as compared to the same period in 2025. As a leading American steel producer, we expect to benefit for years to come from President Trump's pro-manufacturing and America-first agenda, along with the implemented Section 232 tariffs, not only for steel but also for the automotive industry.
Current wording
We believe steel tariffs play a crucial role in protecting the U.S. economy, national security and the industrial base from violators of fair trade. The American steel industry has long faced significant challenges resulting from global overcapacity and overproduction of steel, as well as other unfair trade practices. The overproduction by certain countries has led to dumping of steel in the U.S. at below market value. The U.S. remains the only major steel-producing country that produces less steel than it consumes. Additionally, foreign steel producers often take advantage of cheaper labor, government subsidies, currency manipulation and weak environmental and safety regulations. During 2025, President Trump signed a Presidential proclamation to implement 50% tariffs on steel imports originating from all major steel producing countries. In early April 2026, President Trump issued a proclamation adjusting the Section 232 tariffs on steel and steel derivative products. The proclamation maintained 50% tariff coverage on steel products and expanded the 50% tariff rate coverage to the full value of articles of iron and steel, including pipe and tube products. This proclamation also added new steel derivative products, including certain types of transformers, while simplifying the steel derivative product tariff regime. The strong commitment of President Trump's administration to the resilience of the Section 232 national security tariffs is helping the competitive landscape by reducing the prevalence of dumped steel in the U.S. market, ultimately leading to increased domestic demand. Year-to-date total steel imports through August 2026 declined 15% as compared to the same period in 2025. As a leading American steel producer, we expect to benefit for years to come from President Trump's pro-manufacturing and America-first agenda, along with the implemented Section 232 tariffs, not only for steel but also for the automotive industry.
Previous wording
The Canadian steel industry is also an important market for us. Similar to the U.S. steel market, the Canadian steel market is impacted by global overcapacity and other unfair trade practices, resulting in the dumping of steel in Canada at below market value. This contributed to weakened results for our Canadian operations in 2025. In the second half of 2025, Canada imposed tariff-rate quotas on steel imports to protect their domestic steel industry. During the second quarter of 2026, the Department of Finance Canada announced the extension of the tariff-rate quota regime through June 2027. We expect these tariff-rate quotas to help support a healthier Canadian steel industry and allow Stelco to generate improved margins throughout 2026 and beyond. During the first half of 2026, the Canadian steel industry experienced lower than historical import levels, indicating an improving Canadian steel market. We believe it is crucial for Canada to strengthen measures in place to protect its domestic steel industry in order to preserve the Canadian economy and national security.
Current wording
The Canadian steel industry is also an important market for us. Similar to the U.S. steel market, the Canadian steel market is impacted by global overcapacity and other unfair trade practices, resulting in the dumping of steel in Canada at below market value. This contributed to weakened results for our Canadian operations in 2025. In the second half of 2025, Canada imposed tariff-rate quotas on steel imports to protect its domestic steel industry. During the second quarter of 2026, the Department of Finance Canada announced the extension of the tariff-rate quota regime through June 2027. We expect these tariff-rate quotas to help support a healthier Canadian steel industry for HRC and give Stelco the opportunity to generate improved margins for the remainder of 2026 and beyond. While we have recently seen a stronger HRC market in Canada, demand for value-add sheet products remains weak and imports of these products into Canada remain prevalent, leading us to indefinitely idle the finishing operations at our Hamilton Works facility. We believe it is crucial for Canada to strengthen measures in place to protect its domestic steel industry in order to preserve the Canadian economy and national security.
Previous wording
U.S. saw an average seasonally adjusted annualized rate of 16.2 million units sold, representing a more than 500 thousand unit improvement compared to the first quarter of 2026. The average age of light vehicles on the road in the U.S. is at an all-time high of 12.8 years, surpassing the previous record set in 2024, which should support demand as older vehicles need to be replaced. Furthermore, we expect the 25% tariff on imports of automobiles and certain automobile parts, which were implemented during 2025, to lead to increased demand for domestically produced vehicles that consume domestically made steel. As a leading supplier of automotive-grade steel in the U.S., we expect to benefit from improved domestic vehicle production over the coming years as we continue to be an established and reliable supplier.
Current wording
The largest market for our steel products is the automotive industry in North America, which makes light vehicle production a key driver of demand. North American light vehicle production in the third quarter of 2026 was approximately 3.8 million units, down from approximately 4.0 million units in the third quarter of 2025. During the third quarter of 2026, light vehicle sales in the U.S. saw an average seasonally adjusted annualized rate of 16.4 million units sold, representing an approximate 200 thousand unit improvement compared to the second quarter of 2026. Our direct automotive shipments during the third quarter were the highest level since the third quarter of 2023. The average age of light vehicles on the road in the U.S. remains at an all-time high of 12.8 years, which should support demand as older vehicles need to be replaced. Furthermore, we expect the 25% tariff on imports of automobiles and certain automobile parts, which were implemented during 2025, to lead to increased demand for domestically produced vehicles that consume domestically made steel. As a leading supplier of automotive-grade steel in the U.S., we expect to benefit from improved domestic vehicle production over the coming years as we continue to be an established and reliable supplier. Additionally, automotive customers are prioritizing supply chain resiliency and localization, which has enabled us to further expand market share in automotive.
Previous wording
The current war between the United States and Iran, along with other global tensions, could result in certain implications to the domestic and global steel industry. In the U.S., the steel industry could see increased costs from elevated freight rates, electricity, gas, and other utilities. However, rising global steel costs, along with elevated freight rates, are expected to make imported steel in the U.S. less attractive. Additionally, certain foreign aluminum and steel facilities have experienced disruptions in production as a result of the war with Iran, which could impact the global supply of aluminum and steel. As the U.S. is heavily reliant on imported aluminum, a negative impact to the global aluminum supply chain, along with higher aluminum costs, could result in customers pursuing steel as an alternative material. We expect rising domestic steel demand, along with lower imports, to support higher steel prices, which should mitigate any inflationary costs we experience as a result of the war with Iran.
Current wording
In the U.S., the steel industry continues to see increased costs from elevated freight rates, electricity, gas and other utilities. However, rising global steel costs, along with elevated freight rates, are expected to make imported steel in the U.S. less attractive. Additionally, certain foreign aluminum and steel facilities have experienced disruptions in production as a result of the war with Iran, which could impact the global supply of aluminum and steel. As the U.S. is heavily reliant on imported aluminum, a negative impact to the global aluminum supply chain, along with higher aluminum costs, could result in customers pursuing steel as an alternative material. We expect rising domestic steel demand, along with lower imports, to support higher steel prices, which we would expect to more than offset any inflationary costs we experience as a result of the war with Iran.
Previous wording
Since 2021, the price for busheling scrap, a necessary input for flat-rolled steel production in EAFs in the U.S., has continued to average well above the prior annual ten-year average of approximately $400 per long ton. The busheling price averaged $458 per long ton during the second quarter of 2026. We expect the supply of busheling scrap to further tighten due to decreasing prime scrap generation from original equipment manufacturers and the growth of EAF capacity in the U.S., reduced metallics import availability, supply chain disruptions from global tensions, and a push for expanded scrap use globally. As we are fully integrated and have primarily a blast furnace footprint, increased prices for busheling scrap in the U.S. bolster our competitive advantage, as we source the majority of our iron feedstock from our stable-cost mining and pelletizing operations in Michigan and Minnesota.
Current wording
Since 2021, the price for busheling scrap, a necessary input for flat-rolled steel production in EAFs in the U.S., has continued to average well above the prior annual ten-year average of approximately $400 per long ton. The busheling price averaged $465 per long ton during the third quarter of 2026. We expect the supply of busheling scrap to further tighten due to decreasing prime scrap generation from original equipment manufacturers and the growth of EAF capacity in the U.S., reduced metallics import availability, supply chain disruptions from global tensions, and a push for expanded scrap use globally. As we are fully integrated and have primarily a blast furnace footprint, increased prices for busheling scrap in the U.S. bolster our competitive advantage, as we source the majority of our iron feedstock from our stable-cost mining and pelletizing operations in Michigan and Minnesota.
Previous wording
We have made significant progress in our cost-cutting efforts and have continuously reduced our year-over-year cost per ton since 2023. We have been able to capture cost reductions as a result of optimizing our integrated footprint, reducing overhead and fixed costs, improving efficiencies, working through higher cost inventory, and benefiting from lower coal and alloy costs, which has helped mitigate elevated utility costs and any inflationary cost increases we have experienced. Our steel unit costs in the second quarter of 2026 were impacted by the timing of routine maintenance and outages, a further shift in mix from semi-finished slabs to value-add flat-rolled steel products and elevated diesel costs, driven by a temporary spike in diesel prices due to the impact from the war with Iran.
Current wording
We have made significant progress in our cost-cutting efforts and have continuously reduced our year-over-year cost per ton since 2023. We have been able to capture cost reductions as a result of optimizing our integrated footprint, reducing overhead and fixed costs, improving efficiencies, working through higher cost inventory, and benefiting from lower coal and alloy costs, which has helped mitigate elevated freight, utility and additional inflationary cost increases we have experienced.
Previous wording
Our automotive customers continue to recognize us for our product quality, operational excellence, and supply-chain reliability. During the first half of 2026, we received Toyota's Quality Excellence Award and were awarded 2025 Supplier of the Year from General Motors, reinforcing our position as a leading and preferred supplier to the U.S. automotive industry.
Current wording
Our automotive customers continue to recognize us for our product quality, operational excellence, and supply-chain reliability. During 2026, we received Toyota's Quality Excellence Award and were awarded 2025 Supplier of the Year from General Motors, reinforcing our position as a leading and preferred supplier to the U.S. automotive industry.
Previous wording
American-centric footprint, as our competitors primarily operating EAF facilities rely on imported pig iron and prime scrap to produce flat-rolled steel, the supply of which, from time to time, has been disrupted. The best example is our legacy business of producing iron ore pellets. By internally sourcing the vast majority of our iron ore pellet requirements, our primary steelmaking raw material feedstock can be secured at a stable and predictable cost and not be subject to as many factors outside of our control.
Current wording
Our ability to source our primary feedstock domestically, and primarily internally, is a competitive strength. This model reduces our exposure to volatile pricing and unreliable global sourcing. The war with Iran, the ongoing conflict between Russia and Ukraine, other global tensions, and President Trump's administration focus on U.S. manufacturing underscore the importance of our North American-centric footprint, as our competitors primarily operating EAF facilities rely on imported pig iron and prime scrap to produce flat-rolled steel, the supply of which, from time to time, has been disrupted. The best example is our legacy business of producing iron ore pellets. By internally sourcing the vast majority of our iron ore pellet requirements, our primary steelmaking raw material feedstock can be secured at a stable and predictable cost and not be subject to as many factors outside of our control.
Previous wording
One of our most critical strengths that differentiates us from others in our industry is a unique and powerful partnership with our unionized workforce, particularly the USW. With over 18,000 employees subject to collective bargaining agreements, our strong and productive labor relationships are key to our long-term success and allow us to work together in achieving our goals. A clear example of the strength of our relationship is how we partner together to fight against dumped and illegally subsidized imported steel products. Our deep alignment with our represented employees is also recognized by our political leaders, who often publicly support us as a significant employer of a unionized workforce with a track record of working to maintain and increase middle class jobs.
Current wording
One of our most critical strengths that differentiates us from others in our industry is a unique and powerful partnership with our unionized workforce, particularly the USW. We are currently engaged in good faith negotiations with the USW to renew various collective bargaining agreements across our mining and steelmaking operations. With over 18,000 employees subject to collective bargaining agreements, our strong and productive labor relationships are key to our long-term success and allow us to work together in achieving our goals. A clear example of the strength of our relationship is how we partner together to fight against dumped and illegally subsidized imported steel products. Our deep alignment with our represented employees is also recognized by our political leaders, who often publicly support us as a significant employer of a unionized workforce with a track record of working to maintain and increase middle class jobs.
Previous wording
Our five-year contract to supply semi-finished steel slabs that was initiated in connection with the closing of the acquisition of ArcelorMittal USA concluded in December 2025, with final shipments occurring during the first quarter of 2026 as we worked through remaining inventory. This contract historically represented approximately 10 percent of our sales volume and was unprofitable in 2025 due to unfavorable market conditions. Upon conclusion of this contract, we shifted sales and product mix to higher margin business, which ultimately improves efficiency as we increase steel throughput within our operations.
Current wording
Our five-year contract to supply semi-finished steel slabs that was initiated in connection with the closing of the acquisition of ArcelorMittal USA concluded in December 2025, with final shipments occurring during the first quarter of 2026 as we worked through remaining inventory. This contract historically represented approximately 10% of our sales volume and was unprofitable in 2025 due to unfavorable market conditions. Upon conclusion of this contract, we shifted sales and product mix to higher margin business, which ultimately improves efficiency as we increase steel throughput within our operations.
Previous wording
During 2025, we made the decision to fully or partially idle, or permanently close, six of our operations. We made the decision to idle our blast furnace, BOF steel shop, and continuous casting facilities at our Dearborn facility. We also made the decision to permanently close our Steelton, Conshohocken and Riverdale facilities due to underperformance at these operations. Additionally, we made the decision to idle the Minorca mine and partially idle the Hibbing mine. During the second quarter of 2026, we further optimized our footprint by idling our Gary plate finishing line and idling one of the two plate mills at our Burns Harbor facility. We successfully consolidated all production capabilities to one plate mill at Burns Harbor, which has improved utilization and enhanced cost performance without compromising capability or steel output. These changes allow us to streamline our operations and enhance efficiency, with minimal impact to our flat-rolled steel output.
Current wording
During 2025, we made the decision to fully or partially idle, or permanently close, six of our operations. We made the decision to idle our blast furnace, BOF steel shop, and continuous casting facilities at our Dearborn facility. We also made the decision to permanently close our Steelton, Conshohocken and Riverdale facilities due to underperformance at these operations. Additionally, we made the decision to idle the Minorca mine and partially idle the Hibbing mine. During the second quarter of 2026, we further optimized our footprint by idling our Gary plate finishing line and idling one of the two plate mills at our Burns Harbor facility. We successfully consolidated all production capabilities to one plate mill at Burns Harbor, which has improved utilization and enhanced cost performance without compromising capability or steel output. These changes allowed us to streamline our operations and enhance efficiency, with minimal impact to our flat-rolled steel output.
Previous wording
In parallel with these operational initiatives, our commercial strategy remains focused on optimizing utilization across our entire downstream footprint and directing tons to the highest-value applications. A key area of focus is increasing throughput on our coating assets, several of which have historically operated below their optimal utilization levels. By better aligning our product mix, commercial efforts and customer engagement with available coating capacity, we are improving fixed-cost absorption, enhancing overall margin performance and maximizing the value of our integrated manufacturing network. These efforts complement our footprint optimization initiatives by ensuring that available production capacity is utilized as efficiently as possible while meeting customer demand across key end markets.
Current wording
In parallel with these operational initiatives, our commercial strategy remains focused on optimizing utilization across our entire downstream footprint and directing tons to the highest-value applications. A key area of focus is increasing throughput on our U.S. coating assets, several of which have historically operated below their optimal utilization levels. By better aligning our product mix, commercial efforts and customer engagement with available coating capacity, we are improving fixed-cost absorption, enhancing overall margin performance and maximizing the value of our integrated manufacturing network. These efforts complement our footprint optimization initiatives by ensuring that available production capacity is utilized as efficiently as possible while meeting customer demand across key end markets.
Previous wording
We have made significant progress in reducing our emissions on a per ton basis. Since 2020, we have reduced our average Scope 1 and 2 emissions of integrated mills from 1.82 to 1.64 metric tons of CO 2 e per metric ton of crude steel produced in 2025, which is significantly lower than the global industry average.
Current wording
We remain committed to operating our business in a sustainable manner. Our utilization of environmentally friendly U.S. iron ore pellets, HBI, scrap and natural gas allows us to operate in a more sustainable manner than our global peers. We have made significant progress in reducing our emissions on a per ton basis. Since 2020, we have reduced our average Scope 1 and 2 emissions of integrated mills from 1.82 to 1.64 metric tons of CO 2 e per metric ton of crude steel produced in 2025, which is significantly lower than the global industry average.
Previous wording
We have a track record of demonstrating that we can quickly deleverage our balance sheet and have also historically shown our ability to take advantage of volatility in the debt markets and repurchase notes at a discount. We expect to generate healthy free cash flow in the coming years and intend to utilize it to deleverage our balance sheet. We also maintain a long maturity runway with our outstanding debt, with our nearest senior note maturities coming in 2029, have healthy liquidity consisting of cash and availability under our ABL Facility of $3.1 billion as of June 30, 2026, and have approximately $3 billion of secured note capacity, which supports our flexibility to navigate varied economic environments for extended periods of time.
Current wording
We have a track record of demonstrating that we can quickly deleverage our balance sheet and have also historically shown our ability to take advantage of volatility in the debt markets and repurchase notes at a discount. We expect to generate healthy free cash flow in the coming years and intend to utilize it to deleverage our balance sheet. We also maintain a long maturity runway with our outstanding debt, with our nearest senior note maturities coming in 2029, have healthy liquidity consisting of cash and availability under our ABL Facility of $3.2 billion as of September 30, 2026, and have approximately $3 billion of secured note capacity, which supports our flexibility to navigate varied economic environments for extended periods of time.
Previous wording
The following is a summary of our Steelmaking segment operating results, net of intersegment eliminations, for the three and six months ended June 30, 2026 and 2025 (dollars in millions, except for average selling price, and shipments in thousands of net tons):
Current wording
The following is a summary of our Steelmaking segment operating results, net of intersegment eliminations, for the three and nine months ended September 30, 2026 and 2025 (dollars in millions, except for average selling price, and shipments in thousands of net tons):
Previous wording
•Higher steel pricing: Steel product revenue increased by approximately $240 million due to rising pricing, particularly for hot-rolled steel, which increased our average selling price to $1,124 per net ton of steel;
Current wording
•Higher steel pricing: Revenue increased by approximately $500 million due to rising pricing, particularly for hot-rolled steel, which increased our average selling price to $1,177 per net ton of steel;
Previous wording
•Lower steel product shipment volumes: Steel product revenue decreased by approximately $300 million due to a 4% reduction in overall steel product sales volume.
Current wording
•Higher steel product shipment volumes: Revenue increased by approximately $130 million due to a 3% increase in overall steel product sales volume; and
Previous wording
•Favorable sales mix: Steel product revenue increased by approximately $200 million from favorable mix as our contract to supply semi-finished steel slabs, which was initiated in connection with the closing of the acquisition of ArcelorMittal USA, concluded in December 2025, enabled us to shift toward higher margin hot-rolled steel sales; and
Current wording
•Favorable sales mix: Revenue increased by approximately $100 million from favorable mix as our contract to supply semi-finished steel slabs, which was initiated in connection with the closing of the acquisition of ArcelorMittal USA, concluded in December 2025, enabled us to shift toward higher margin hot-rolled steel sales.
Previous wording
•Improved other Steelmaking revenue: Non-steel product revenue increased by approximately $110 million, primarily driven by higher revenue in the scrap business; which was partially offset by
Current wording
Additionally, non-steel product revenue increased by approximately $160 million, primarily driven by higher revenue in the scrap business.
Previous wording
•Higher steel pricing: Steel product revenue increased by approximately $480 million due to rising pricing, particularly for hot-rolled steel, which increased our average selling price to $1,086 per net ton of steel;
Current wording
•Higher steel pricing: Revenue increased by approximately $990 million due to rising pricing, particularly for hot-rolled steel, which increased our average selling price to $1,117 per net ton of steel; and
Previous wording
•Favorable sales mix: Steel product revenue increased by approximately $240 million from favorable mix as our contract to supply semi-finished steel slabs, which was initiated in connection with the closing of the acquisition of ArcelorMittal USA, concluded in December 2025, enabled us to shift toward higher margin hot-rolled steel sales; and
Current wording
•Favorable sales mix: Revenue increased by approximately $340 million from favorable mix as our contract to supply semi-finished steel slabs, which was initiated in connection with the closing of the acquisition of ArcelorMittal USA, concluded in December 2025, enabled us to shift toward higher margin hot-rolled steel sales; partially offset by
Previous wording
•Lower steel product shipment volumes: Steel product revenue decreased by approximately $270 million due to a 6% reduction in overall steel product sales volume.
Current wording
•Lower shipment volumes: Revenue decreased by approximately $180 million due to a 1% reduction in overall steel product sales volume.
Previous wording
•Improved other Steelmaking revenue: Non-steel product revenue increased by approximately $150 million, primarily driven by higher revenue in the scrap business; which was partially offset by
Current wording
Additionally, non-steel product revenue increased by approximately $310 million, primarily driven by higher revenue in the scrap business.
Previous wording
Gross margin increased by$341 million during the three months ended June 30, 2026, as compared to the prior-year period, primarily due to:
Current wording
Gross margin increased by $510 million during the three months ended September 30, 2026, as compared to the prior-year period, primarily due to:
Previous wording
•Higher pricing on hot-rolled steel sales: Revenue increased by $280 million, primarily driven by an increase in pricing on hot-rolled steel sales, which favorably impacted gross margin for the quarter; and
Current wording
•Higher pricing on hot-rolled steel sales: Revenue increased by approximately $890 million, primarily driven by an $500 million increase in pricing on hot-rolled steel sales, which favorably impacted gross margin for the quarter; partially offset by
Previous wording
Gross margin increased by $651 million during the six months ended June 30, 2026, as compared to the prior-year period, primarily due to:
Current wording
Gross margin increased by $1.2 billion during the nine months ended September 30, 2026, as compared to the prior-year period, primarily due to:
Previous wording
•Higher pricing on hot-rolled steel sales: Revenue increased by $570 million, primarily driven by an increase in pricing on hot-rolled steel sales, which favorably impacted gross margin for thesix months ended June 30, 2026; and
Current wording
•Higher pricing on hot-rolled steel sales: Revenue increased by $1.5 billion, primarily driven by a $990 million increase in pricing on hot-rolled steel sales, which favorably impacted gross margin for the nine months ended September 30, 2026; partially offset by
Previous wording
•Lower cost of goods sold: Cost of goods sold decreased by approximately $80 million, reflecting a net decrease in idle charges incurred as compared to the first half of 2025. This was partially offset by elevated energy costs in the first quarter and higher repair and maintenance costs in the second quarter of 2026.
Current wording
•Higher cost of goods sold: Cost of goods sold increased by approximately $300 million, reflecting higher energy costs, repair and maintenance expense, and product mix; partially offset by a net decrease in idle charges incurred as compared to 2025.
Previous wording
Adjusted EBITDA from our Steelmaking segment for the three and six months ended June 30, 2026, increased by$190 million and $459 million, respectively, as compared to the prior-year periods, primarily due to theincreased gross margin from our Steelmaking operations. This gross margin increase included a net decrease in idled facilities charges which is excluded from Adjusted EBITDA.
Current wording
Adjusted EBITDA from our Steelmaking segment for the three and nine months ended September 30, 2026, increased by $468 million and $927 million, respectively, as compared to the prior-year periods, primarily due to the increased gross margin from our Steelmaking operations. This gross margin increase included a net decrease in idled facilities charges, which is excluded from Adjusted EBITDA.
Previous wording
During the three and six months ended June 30, 2026, our consolidated Revenues increased by $292 million and $585 million, respectively, and our consolidated gross margin increased by $344 million and $658 million, respectively, as compared to the prior-year periods. See "— Steelmaking Results" above for further detail on our operating results.
Current wording
During the three and nine months ended September 30, 2026, our consolidated Revenues increased by $878 million and $1.5 billion, respectively, and our consolidated gross margin increased by $511 million and $1.2 billion, respectively, as compared to the prior-year periods. See "— Steelmaking Results" above for further detail on our operating results.
Previous wording
Selling, general and administrative expenses increased by $17 million for the three months ended June 30, 2026, as compared to the prior-year period. The increase was primarily driven by higher incentive based compensation.
Current wording
Selling, general and administrative expenses increased by $23 million and $32 millionfor thethree and nine months ended September 30, 2026, respectively, as compared to the prior-year period. The increases were primarily driven by higher incentive based compensation.
Previous wording
During the three and six months ended June 30, 2025, we recorded Restructuring and other chargesof $86 million and $89 million, respectively, primarily related to our indefinitely idled Steelton rail production facility. Additionally, Asset impairment of $39 million was recorded for both the three and six months ended June 30, 2025. During both the three and six months ended June 30, 2026, we recorded Restructuring and other charges of $3 million.
Current wording
During the three and nine months ended September 30, 2025, we recorded Restructuring and other chargesof $3 million and $92 million, respectively, primarily related to our indefinitely idled Steelton rail production facility. Additionally, we recorded $39 million of Asset impairment for the nine months ended September 30, 2025. During the three and nine months ended September 30, 2026, we recorded Restructuring and other charges of $1 million and $4 million, respectively.
Previous wording
During the three and six months ended June 30, 2026, Miscellaneous – netdecreased by $3 million and $8 million, respectively, compared to the prior-year periods. The decrease was primarily due to a reduction in idle expense and severance, as both the three and six months ended June 30, 2025 included idle facilities charges related to the indefinite idle of our Conshohocken and Riverdale facilities and severance related to a redu ction in salaried workforce. This was partially offset by unfavorable currency exchange expense period-over-period related to routine remeasurement of an intercompany note with our Stelco subsidiary.
Current wording
For thenine months ended September 30, 2026, Miscellaneous, netdecreased by $33 million compared to the prior-year period. The decrease was primarily due to lower idle expense and severance costs, as the prior-year period included idle facilities charges related to the indefinite idling of our Conshohocken and Riverdale facilities and severance costs related to a reduction in our salaried workforce, as well as gains on the sale of non-core assets in the current-year period. This was partially offset by unfavorable currency exchange expense period-over-period related to routine remeasurement of an intercompany note with our Stelco subsidiary.
Previous wording
Our consolidated Interest expense, net increased by $7 million and$15 million, respectively, for the three and six months ended June 30, 2026, as compared to the respective prior-year periods. This increase was driven by an increase in average interest rates primarily driven by debt mix.
Current wording
Consolidated Interest expense, net increased by $10 million for the nine months ended September 30, 2026, as compared to the prior-year period. This increase was driven by an increase in average interest rates primarily driven by debt mix.
Previous wording
Net periodic benefit credits other than service cost component increased by$21 million and$28 million, respectively, three and six months ended June 30, 2026, as compared to the prior-year periods. Refer to NOTE 8 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS for further information.
Current wording
Net periodic benefit credits other than service cost component increased by $7 million and $35 million, respectively, for the three and nine months ended September 30, 2026, as compared to the prior-year periods. Refer to NOTE 8 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS for further information.
Previous wording
Changes in fair value of derivatives, netwas consistent period-over-period consisting entirely of fair value adjustments to the MinnTac option. Refer to NOTE 12 - FAIR VALUE MEASUREMENTS for further information.
Current wording
Changes in fair value of derivatives, netconsists entirely of fair value adjustments to the MinnTac option. Refer to NOTE 12 - FAIR VALUE MEASUREMENTS for further information.
Previous wording
•A $556 million decrease in net loss after adjustments for non-cash items primarily due to higher gross margins resulting from an increase in selling prices for our steel products as compared to the prior-year period. See "— Steelmaking Results" above for further detail on our operating results; partially offset by
Current wording
•A $1.0 billion decrease in net loss after adjustments for non-cash items primarily due to higher gross margins resulting from an increase in selling prices for our steel products as compared to the prior-year period. See "— Steelmaking Results" above for further detail on our operating results; and
Previous wording
•A$345 million decrease in cash from working capital primarily from a build in Accounts receivable, net, the result of rising steel prices and the timing of sales in the period.
Current wording
•A $508 million decrease in cash from Accounts receivable, net, the result of rising steel prices and the timing of sales in the period; and
Showing the first 40 of 54 pairs. Open the source sections for the rest.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
The largest market for our steel products is the automotive industry in North America, which makes light vehicle production a key driver of demand. North American light vehicle production in the second quarter of 2026 was approximately 3.9 million units, down from approximately 4.0 million units in the second quarter of 2025. During the second quarter of 2026, light vehicle sales in the
Previous report — wording carried elsewhere
Our ability to source our primary feedstock domestically, and primarily internally, is a competitive strength. This model reduces our exposure to volatile pricing and unreliable global sourcing. The war with Iran, the ongoing conflict between Russia and Ukraine, other global tensions, and the Trump administration's focus on U.S. manufacturing underscore the importance of our North