Quarterly report [Sections 13 or 15(d)]

DEBT AND CREDIT FACILITIES

v3.25.1
DEBT AND CREDIT FACILITIES
 3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
DEBT AND CREDIT FACILITIES
NOTE 8 - DEBT AND CREDIT FACILITIES
The following represents a summary of our long-term debt:
(In millions)
Debt Instrument
Issuer1
Annual Effective
Interest Rate		 March 31,
2025		 December 31,
2024
Senior Unsecured Notes:
7.000% 2027 Senior Notes
 Cliffs 9.240% $ 73  $ 73 
7.000% 2027 AK Senior Notes
 AK Steel 9.240% 56  56 
5.875% 2027 Senior Notes
 Cliffs 6.490% 556  556 
4.625% 2029 Senior Notes
Cliffs 4.625% 368  368 
6.875% 2029 Senior Notes
 Cliffs 6.875% 900  900 
6.750% 2030 Senior Notes
 Cliffs 6.750% 750  750 
4.875% 2031 Senior Notes
 Cliffs 4.875% 325  325 
7.500% 2031 Senior Notes
 Cliffs 7.500% 850  — 
7.000% 2032 Senior Notes
 Cliffs 7.054% 1,425  1,425 
7.375% 2033 Senior Notes
 Cliffs 7.375% 900  900 
6.250% 2040 Senior Notes
 Cliffs 6.340% 235  235 
ABL Facility
Cliffs2
Variable3
1,255  1,560 
Total principal amount 7,693  7,148 
Unamortized discounts and issuance costs (92) (83)
Total long-term debt $ 7,601  $ 7,065 
1 Unless otherwise noted, references in this column and throughout this NOTE 8 - DEBT AND CREDIT FACILITIES to "Cliffs" are to Cleveland-Cliffs Inc., and references to "AK Steel" are to AK Steel Corporation (n/k/a Cleveland-Cliffs Steel Corporation).
2 Refers to Cleveland-Cliffs Inc. as borrower under our ABL Facility.
3 Our ABL Facility annual effective interest rate was 5.68% as of March 31, 2025.
7.500% 2031 SENIOR NOTES OFFERING
On February 6, 2025, we entered into an indenture among Cliffs, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the issuance of $850 million aggregate principal amount of our 7.500% 2031 Senior Notes, which were issued at par. The 7.500% 2031 Senior Notes were issued in a private placement transaction exempt from the registration requirements of the Securities Act.
The 7.500% 2031 Senior Notes bear interest at a rate of 7.500% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2025. The 7.500% 2031 Senior Notes mature on September 15, 2031.
The 7.500% 2031 Senior Notes are unsecured senior obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness. The 7.500% 2031 Senior Notes are guaranteed on a senior unsecured basis by our material direct and indirect wholly owned domestic subsidiaries. The 7.500% 2031 Senior Notes are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the 7.500% 2031 Senior Notes.
The 7.500% 2031 Senior Notes may be redeemed, in whole or in part, at any time at our option not less than 10 days nor more than 60 days after prior notice is sent to the holders of the 7.500% 2031 Senior Notes. The 7.500% 2031 Senior Notes are redeemable prior to March 15, 2028, at a redemption price equal to 100% of the principal amount thereof plus a "make-whole" premium set forth in the indenture. We may also redeem up to 35% of the aggregate principal amount of the 7.500% 2031 Senior Notes prior to March 15, 2028, at a redemption price equal to 107.500% of the principal amount thereof with the net cash proceeds of one or more equity offerings. The 7.500% 2031 Senior Notes are redeemable beginning on March 15, 2028, at a redemption price equal to 103.750% of the principal amount thereof, decreasing to 101.875% on March 15, 2029, and are redeemable at par beginning on March 15, 2030. In each case, we pay the applicable redemption or "make-whole" premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.
In addition, if a change in control triggering event, as defined in the indenture, occurs with respect to the 7.500% 2031 Senior Notes, we will be required to offer to repurchase the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.
The terms of the 7.500% 2031 Senior Notes contain certain customary covenants; however, there are no financial covenants.
ABL FACILITY
As of March 31, 2025, 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,
2025
Available borrowing base on ABL Facility1
$ 4,236 
Borrowings (1,255)
Letter of credit obligations2
(55)
Borrowing capacity available $ 2,926 
1 As of March 31, 2025, the 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.
2 We issued standby letters of credit with certain financial institutions in order to support business obligations, including, but not limited to, operating agreements, employee severance, environmental obligations, workers' compensation and insurance obligations.
DEBT MATURITIES
The following represents a summary of our maturities of debt instruments based on the principal amounts outstanding at March 31, 2025 (in millions):
2025 2026 2027 2028 2029 Thereafter Total
$ —  $ —  $ 685  $ 1,255  $ 1,268  $ 4,485  $ 7,693