Cleveland-Cliffs (CLF) risk factors, FY2025 10-K

Cleveland-Cliffs's FY2025 10-K, filed Feb 09, 2026, lists 29 risk factors. Against the prior year's 27: 4 new, 2 dropped, 13 substantially reworded.

Open CLF in Gloom →
Cleveland-Cliffs' chart, financials and news, free in your browser.Open CLF in Gloom →
Risk factors listed
290 groups
New this year
4vs 27 last year
Dropped
2since the prior 10-K
Substantially reworded
13of those kept
Section length
13k wordsItem 1A

What the changes say

  • The filing highlights new risks around the Stelco acquisition, 50% Section 232 steel tariffs, and idling Minnesota mines.

What changed since the prior 10-K

New

  • New

    health and safety standards and greater demand for remediation services leading to shortages of equipment, supplies and labor, as well as other factors

    New environmental and trade rules, including air pollutant standards and carbon taxes, could increase our costs or force operational changes.

  • New

    We continue to face ongoing risks arising out of the Stelco Acquisition and may be unable to realize the anticipated financial and other benefits from proposed strategic partnerships and asset divestitures

    The 2024 Stelco Acquisition brings debt, cross-border legal challenges, and integration uncertainties that could impact our financial results and share price.

  • New

    seeking to increase the amounts that our facilities must pay for electricity, natural gas or water, there is no assurance that our challenges will be successful in reducing or eliminating proposed rate and/or cost increases

    Unpassed utility and raw material cost increases, combined with rigid customer pricing contracts, could reduce our operating margins.

  • New

    As we and our stakeholders seek reduced carbon footprints and enhanced business sustainability, we face financial, regulatory, legal, and reputational risks and potential loss of business opportunities because our operations utilize carbon-based energy sources and produce GHG emissions

    Our carbon-based energy use and GHG emissions expose us to potential carbon taxes, pricing obligations, and costly decarbonization technologies.

Dropped

  • Dropped

    We face ongoing risks relating to the recent Stelco Acquisition

  • Dropped

    V. SUSTAINABILITY AND DEVELOPMENT RISKS

Reworded

  • 73% rewritten

    We are subject to extensive governmental regulation, which imposes potentially significant costs and liabilities on us. Future laws and regulations or the way they are interpreted and enforced could increase these costs and liabilities or limit our ability to produce our raw materials and products

    Updated OSHA enforcement details to include National Emphasis Programs focused on indoor and outdoor heat stress.

  • 57% rewritten

    Our operating expenses could increase significantly if the prices of raw materials, electrical power, fuel or other energy sources rise

    Retained existing risk language regarding raw material and energy price fluctuations without substantive changes.

    Was: Our operating expenses could increase significantly if the prices of raw materials, electrical power, fuel or other energy sources increase

  • 57% rewritten

    U.S. government actions and other countries’ reactions in respect of trade agreements and treaties, laws, regulations, or policies affecting trade could lead to lower or more volatile global steel prices, impacting our profitability

    Updated to reflect early 2025 re-imposition of 25% Section 232 tariffs and their general increase to 50% in June 2025.

  • 44% rewritten

    Global steelmaking overcapacity and overproduction, as well as steel imports, could lead to lower or more volatile global steel prices, directly or indirectly impacting our profitability

    Expanded foreign competitor risk to explicitly include potential targeting of Canadian markets alongside the U.S.

    Was: Global steelmaking overcapacity and overproduction, steel imports, and oversupply of iron ore could lead to lower or more volatile global steel and iron ore prices, directly or indirectly impacting our profitability

  • 41% rewritten

    We rely on estimates of our recoverable mineral reserves, which are complex due to geological characteristics of the properties and the number of assumptions made

    Retained existing mineral reserve estimation risk language without substantive changes.

  • 38% rewritten

    We incur certain costs when production capacity is idled, as well as increased costs to resume production at previously idled facilities

    Updated facility idling examples to cite the 2025 indefinite idling of the Minorca mine and part of the Hibbing mine.

  • 34% rewritten

    The volatility of commodity prices, including steel, scrap metal and iron ore, directly and indirectly affects our ability to generate revenue, maintain stable cash flows and fund our operations

    Added specific bullet points detailing commodity price volatility factors such as trade laws, production capacity, and inventory levels.

  • 34% rewritten

    Our expenditures for pension and OPEB obligations could be materially higher than we have predicted if our underlying assumptions differ from actual outcomes, there are regulatory changes or the funded status of the multiemployer plans that we participate in degrade

    Retained existing pension and OPEB obligation risk language without substantive changes.

  • 31% rewritten

    Our profitability could be adversely affected if we fail to maintain satisfactory labor relations

  • 29% rewritten

    A disruption in or failure of our IT systems, including those related to cybersecurity, could adversely affect our business operations, reputation and financial performance and could expose us to third-party liability

  • 26% rewritten

    The closure of an operating facility or mine entails substantial costs. If our assumptions underlying our accruals for closure costs prove to be inaccurate or we prematurely close one or more of our facilities or mines, our results of operations and financial condition would likely be adversely affected

  • 24% rewritten

    We may be unable to obtain, maintain, renew or comply with permits and licenses necessary for our operations or be required to provide additional financial assurances, which could reduce our production, cash flows, profitability and available liquidity

  • 20% rewritten

    We sell a significant portion of our steel products to the automotive market, and fluctuations or changes in the automotive market could adversely affect our business operations and financial performance

All 29 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01The volatility of commodity prices, including steel, scrap metal and iron ore, directly and indirectly affects our ability to generate revenue, maintain stable cash flows and fund our operations34% rewritten
  2. 02We sell a significant portion of our steel products to the automotive market, and fluctuations or changes in the automotive market could adversely affect our business operations and financial performance20% rewritten
  3. 03Global steelmaking overcapacity and overproduction, as well as steel imports, could lead to lower or more volatile global steel prices, directly or indirectly impacting our profitability44% rewritten
  4. 04Severe financial hardship or bankruptcy of one or more of our major customers or key vendors could adversely affect our business operations and financial performance
  5. 05U.S. government actions and other countries’ reactions in respect of trade agreements and treaties, laws, regulations, or policies affecting trade could lead to lower or more volatile global steel prices, impacting our profitability57% rewritten
  6. 06We are subject to extensive governmental regulation, which imposes potentially significant costs and liabilities on us. Future laws and regulations or the way they are interpreted and enforced could increase these costs and liabilities or limit our ability to produce our raw materials and products73% rewritten
  7. 07health and safety standards and greater demand for remediation services leading to shortages of equipment, supplies and labor, as well as other factorsNew
  8. 08Our operations use hazardous materials and inadvertently may impact the environment, which could result in material liabilities to us
  9. 09We may be unable to obtain, maintain, renew or comply with permits and licenses necessary for our operations or be required to provide additional financial assurances, which could reduce our production, cash flows, profitability and available liquidity24% rewritten
  10. 10We continue to face ongoing risks arising out of the Stelco Acquisition and may be unable to realize the anticipated financial and other benefits from proposed strategic partnerships and asset divestituresNew
  11. 11Our actual operating results may differ significantly from our guidance
  12. 12We may be subject to various lawsuits, claims, arbitrations or governmental proceedings that could result in significant expenditures
  13. 13Our operating expenses could increase significantly if the prices of raw materials, electrical power, fuel or other energy sources rise57% rewritten
  14. 14seeking to increase the amounts that our facilities must pay for electricity, natural gas or water, there is no assurance that our challenges will be successful in reducing or eliminating proposed rate and/or cost increasesNew
  15. 15Our sales and competitive position depend on transporting our products to customers at competitive rates and in a timely manner, and our ability to optimize our operational footprint depends on predictably and cost effectively moving products and raw materials internally among our facilities
  16. 16The cost or time to implement a strategic or sustaining capital project may prove to be greater than originally anticipated
  17. 17Natural or human-caused disasters, weather conditions, disruption of energy, unanticipated geological conditions, equipment failures, infectious disease outbreaks and other unexpected events may lead our customers, our suppliers, or our facilities to curtail production or shut down operations
  18. 18A disruption in or failure of our IT systems, including those related to cybersecurity, could adversely affect our business operations, reputation and financial performance and could expose us to third-party liability29% rewritten
  19. 19The closure of an operating facility or mine entails substantial costs. If our assumptions underlying our accruals for closure costs prove to be inaccurate or we prematurely close one or more of our facilities or mines, our results of operations and financial condition would likely be adversely affected26% rewritten
  20. 20We incur certain costs when production capacity is idled, as well as increased costs to resume production at previously idled facilities38% rewritten
  21. 21We may not have adequate insurance coverage for some business risks
  22. 22As we and our stakeholders seek reduced carbon footprints and enhanced business sustainability, we face financial, regulatory, legal, and reputational risks and potential loss of business opportunities because our operations utilize carbon-based energy sources and produce GHG emissionsNew
  23. 23To maintain consistent operational performance and foster growth in our businesses, we must maintain our social license to operate with our stakeholders
  24. 24We rely on estimates of our recoverable mineral reserves, which are complex due to geological characteristics of the properties and the number of assumptions made41% rewritten
  25. 25Defects in title or loss of any access rights or leasehold or option interests in mining properties could limit our ability to mine these properties or result in significant unanticipated costs
  26. 26We depend on our senior management team and other key employees, and the loss of these employees could adversely affect our businesses
  27. 27Our profitability could be adversely affected if we fail to maintain satisfactory labor relations31% rewritten
  28. 28Our expenditures for pension and OPEB obligations could be materially higher than we have predicted if our underlying assumptions differ from actual outcomes, there are regulatory changes or the funded status of the multiemployer plans that we participate in degrade34% rewritten
  29. 29We may encounter labor shortages for critical operational positions, which could adversely affect our ability to produce our products

Other Cleveland-Cliffs 10-Ks

  • FY2024 10-K risk factors
    27 risks

    Commodity price volatility and North American automotive industry demand dominate Cleveland-Cliffs risk profile.

    Filed Feb 25, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.