clf-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


			☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


			☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 1-8944

CLEVELAND-CLIFFS INC.

(Exact Name of Registrant as Specified in Its Charter)

Ohio

34-1464672

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer
Identification No.)

200 Public Square,

Cleveland,

Ohio

44114-2315

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (216) 694-5700

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common shares, par value $0.125 per share

CLF

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth 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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares outstanding of the registrant’s common shares, par value $0.125 per share, was 508,682,121 as of July 25, 2023.

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TABLE OF CONTENTS

Page Number

DEFINITIONS

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL POSITION AS OF JUNE 30, 2023 AND DECEMBER 31, 2022

STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED COMPREHENSIVE INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED CHANGES IN EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4.

CONTROLS AND PROCEDURES

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

ITEM 1A.

RISK FACTORS

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 4.

MINE SAFETY DISCLOSURES

ITEM 5.

OTHER INFORMATION

ITEM 6.

EXHIBITS

SIGNATURES

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DEFINITIONS

The following abbreviations or acronyms are used in the text. References in this report to the “Company,” “we,” “us,” “our,” "Cleveland-Cliffs" and “Cliffs” are to Cleveland-Cliffs Inc. and subsidiaries, collectively. References to "$" is to United States currency.


Abbreviation or acronym						Term



6.750% 2030 Senior Notes						6.750% Senior Guaranteed Notes due 2030 issued by Cleveland-Cliffs Inc. on April 14, 2023 in an aggregate principal amount of $750 million
ABL Facility						Asset-Based Revolving Credit Agreement, dated as of March 13, 2020, among Cleveland-Cliffs Inc., the lenders party thereto from time to time and Bank of America, N.A., as administrative agent, as amended as of March 27, 2020, December 9, 2020, December 17, 2021, and June 9, 2023, and as may be further amended from time to time
Adjusted EBITDA						EBITDA, excluding certain items such as EBITDA of noncontrolling interests, extinguishment of debt, acquisition-related expenses and adjustments, asset impairment and other, net
AOCI						Accumulated Other Comprehensive Income (Loss)
ASC						Accounting Standards Codification
ASU						Accounting Standards Update

BOF						Basic oxygen furnace
CERCLA						Comprehensive Environmental Response, Compensation and Liability Act of 1980
CHIPS Act						The Creating Helpful Incentives to Produce Semiconductors and Science Act of 2022
Dodd-Frank Act						Dodd-Frank Wall Street Reform and Consumer Protection Act
EAF						Electric arc furnace
EBITDA						Earnings before interest, taxes, depreciation and amortization

EPA						U.S. Environmental Protection Agency
EPS						Earnings per share
EV						Electric vehicle
Exchange Act						Securities Exchange Act of 1934, as amended
FASB						Financial Accounting Standards Board

FMSH Act						Federal Mine Safety and Health Act of 1977, as amended
Fourth ABL Amendment						Fourth Amendment to Asset-Based Revolving Credit Agreement, dated as of June 9, 2023, among Cleveland-Cliffs Inc., the lenders party thereto from time to time and Bank of America, N.A., as administrative agent
GAAP						Accounting principles generally accepted in the United States
GHG						Greenhouse gas
GOES						Grain oriented electrical steel
HBI						Hot briquetted iron

HRC						Hot-rolled coil steel
Inflation Reduction Act						Inflation Reduction Act of 2022

LIBOR						London Interbank Offered Rate
Metric ton (mt)						2,205 pounds
MSHA						U.S. Mine Safety and Health Administration
Net ton (nt)						2,000 pounds
NOES						Non-oriented electrical steel

NPDES						National Pollutant Discharge Elimination System, authorized by the Clean Water Act
OPEB						Other postretirement benefits
Platts 62% price						Platts IODEX 62% Fe Fines CFR North China
RCRA						Resource Conservation and Recovery Act

SEC						U.S. Securities and Exchange Commission
Section 232						Section 232 of the Trade Expansion Act of 1962, as amended
Securities Act						Securities Act of 1933, as amended
SOFR						Secured Overnight Financing Rate
SunCoke Middletown						Middletown Coke Company, LLC, a subsidiary of SunCoke Energy, Inc.



U.S.						United States of America



VIE						Variable interest entity

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PART I



ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL POSITION

CLEVELAND-CLIFFS INC. AND SUBSIDIARIES


(In millions, except share information)	June 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	34	$	26
Accounts receivable, net	2,290		1,960
Inventories	4,727		5,130
Other current assets	114		306
Total current assets	7,165		7,422
Non-current assets:
Property, plant and equipment, net	8,878		9,070
Goodwill	1,130		1,130
Pension and OPEB, asset	379		356
Other non-current assets	751		777
TOTAL ASSETS	$	18,303	$	18,755
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	2,116	$	2,186
Accrued employment costs	455		429
Accrued expenses	261		383
Other current liabilities	576		551
Total current liabilities	3,408		3,549
Non-current liabilities:
Long-term debt	3,963		4,249
Pension liability, non-current	461		473
OPEB liability, non-current	575		585
Deferred income taxes	545		590
Other non-current liabilities	1,307		1,267
TOTAL LIABILITIES	10,259		10,713
Commitments and contingencies (See Note 17)
Equity:
Common shares - par value $0.125 per share
Authorized - 1,200,000,000 shares (2022 - 1,200,000,000 shares);
Issued - 531,051,530 shares (2022 - 531,051,530 shares);
Outstanding - 508,679,179 shares (2022 - 513,340,779 shares)	66		66
Capital in excess of par value of shares	4,841		4,871
Retained earnings	1,624		1,334
Cost of 22,372,351 common shares in treasury (2022 - 17,710,751 shares)	(372)		(310)
Accumulated other comprehensive income	1,643		1,830
Total Cliffs shareholders' equity	7,802		7,791
Noncontrolling interest	242		251
TOTAL EQUITY	8,044		8,042
TOTAL LIABILITIES AND EQUITY	$	18,303	$	18,755

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED OPERATIONS

CLEVELAND-CLIFFS INC. AND SUBSIDIARIES


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share amounts)	2023		2022		2023		2022
Revenues	$	5,984	$	6,337	$	11,279	$	12,292
Operating costs:
Cost of goods sold	(5,340)		(5,356)		(10,536)		(10,062)
Selling, general and administrative expenses	(149)		(107)		(276)		(229)
Miscellaneous – net	(12)		(34)		(15)		(67)
Total operating costs	(5,501)		(5,497)		(10,827)		(10,358)
Operating income	483		840		452		1,934
Other income (expense):
Interest expense, net	(79)		(64)		(156)		(141)
Loss on extinguishment of debt	—		(66)		—		(80)
Net periodic benefit credits other than service cost component	50		50		100		99
Other non-operating income (expense)	4		(3)		6		(5)
Total other expense	(25)		(83)		(50)		(127)
Income from continuing operations before income taxes	458		757		402		1,807
Income tax expense	(102)		(157)		(89)		(394)
Income from continuing operations	356		600		313		1,413
Income from discontinued operations, net of tax	—		1		1		2
Net income	356		601		314		1,415
Income attributable to noncontrolling interest	(9)		(5)		(24)		(18)
Net income attributable to Cliffs shareholders	$	347	$	596	$	290	$	1,397

Earnings per common share attributable to Cliffs shareholders - basic
Continuing operations	$	0.68	$	1.14	$	0.56	$	2.67
Discontinued operations	—		—		—		—
	$	0.68	$	1.14	$	0.56	$	2.67
Earnings per common share attributable to Cliffs shareholders - diluted
Continuing operations	$	0.67	$	1.13	$	0.56	$	2.64
Discontinued operations	—		—		—		—
	$	0.67	$	1.13	$	0.56	$	2.64

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED COMPREHENSIVE INCOME

CLEVELAND-CLIFFS INC. AND SUBSIDIARIES


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Net income	$	356	$	601	$	314	$	1,415
Other comprehensive income (loss):
Changes in pension and OPEB, net of tax	(26)		—		(53)		1
Changes in derivative financial instruments, net of tax	18		(55)		(134)		41
Changes in foreign currency translation	—		(2)		—		(2)
Total other comprehensive income (loss)	(8)		(57)		(187)		40
Comprehensive income	348		544		127		1,455
Comprehensive income attributable to noncontrolling interests	(9)		(5)		(24)		(18)
Comprehensive income attributable to Cliffs shareholders	$	339	$	539	$	103	$	1,437

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED CASH FLOWS

CLEVELAND-CLIFFS INC. AND SUBSIDIARIES


	Six Months Ended June 30,
(In millions)	2023		2022
OPERATING ACTIVITIES
Net income	$	314	$	1,415
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	489		551
Impairment of long-lived assets	—		29

Deferred income taxes	16		151
Pension and OPEB credits	(79)		(54)
Loss on extinguishment of debt	—		80

Other	74		55
Changes in operating assets and liabilities:
Accounts receivable, net	(333)		(416)
Inventories	403		(594)
Income taxes	169		(55)
Pension and OPEB payments and contributions	(58)		(114)
Payables, accrued employment and accrued expenses	(78)		370
Other, net	(69)		(20)
Net cash provided by operating activities	848		1,398
INVESTING ACTIVITIES
Purchase of property, plant and equipment	(319)		(468)

Other investing activities	9		1
Net cash used by investing activities	(310)		(467)
FINANCING ACTIVITIES

Repurchase of common shares	(94)		(176)
Proceeds from issuance of debt	750		—
Repayments of debt	—		(1,319)
Borrowings under credit facilities	2,679		3,260
Repayments under credit facilities	(3,710)		(2,624)

Debt issuance costs	(34)		—
Other financing activities	(121)		(73)
Net cash used by financing activities	(530)		(932)
Net increase (decrease) in cash and cash equivalents	8		(1)
Cash and cash equivalents at beginning of period	26		48
Cash and cash equivalents at end of period	$	34	$	47

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED CHANGES IN EQUITY

CLEVELAND-CLIFFS INC. AND SUBSIDIARIES


(In millions)	Number of Common Shares Outstanding	Par Value of Common Shares Issued		Capital in Excess of Par Value of Shares		Retained Earnings		Common Shares in Treasury		AOCI		Non-controlling Interests		Total
December 31, 2022	513	$	66	$	4,871	$	1,334	$	(310)	$	1,830	$	251	$	8,042
Comprehensive income (loss)	—	—		—		(57)		—		(179)		15		(221)
Stock and other incentive plans	2	—		(39)		—		30		—		—		(9)

Net distributions to noncontrolling interests	—	—		—		—		—		—		(19)		(19)
March 31, 2023	515	$	66	$	4,832	$	1,277	$	(280)	$	1,651	$	247	$	7,793
Comprehensive income (loss)	—	—		—		347		—		(8)		9		348
Stock and other incentive plans	1	—		9		—		3		—		—		12
Common stock repurchases, net of excise tax	(7)	—		—		—		(95)		—		—		(95)
Net distributions to noncontrolling interests	—	—		—		—		—		—		(14)		(14)
June 30, 2023	509	$	66	$	4,841	$	1,624	$	(372)	$	1,643	$	242	$	8,044


(In millions)	Number of Common Shares Outstanding	Par Value of Common Shares Issued		Capital in Excess of Par Value of Shares		Retained Earnings (Deficit)		Common Shares in Treasury		AOCI		Non-controlling Interests		Total
December 31, 2021	500	$	63	$	4,892	$	(1)	$	(82)	$	618	$	284	$	5,774
Comprehensive income	—	—		—		801		—		97		13		911
Redemption of convertible debt	24	3		(28)		—		—		—		—		(25)
Stock and other incentive plans	2	—		(16)		—		11		—		—		(5)
Common stock repurchases	(1)	—		—		—		(19)		—		—		(19)
Net distributions to noncontrolling interests	—	—		—		—		—		—		(28)		(28)
March 31, 2022	525	$	66	$	4,848	$	800	$	(90)	$	715	$	269	$	6,608
Comprehensive income (loss)	—	—		—		596		—		(57)		5		544
Stock and other incentive plans	—	—		7		—		1		—		—		8
Common stock repurchases	(8)	—		—		—		(157)		—		—		(157)
Net distributions to noncontrolling interests	—	—		—		—		—		—		(9)		(9)
June 30, 2022	517	$	66	$	4,855	$	1,396	$	(246)	$	658	$	265	$	6,994

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CLEVELAND-CLIFFS INC. AND SUBSIDIARIES

NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

BUSINESS, CONSOLIDATION AND PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with SEC rules and regulations 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, cash flows and changes in equity for the periods presented. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions 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 ended June 30, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023 or any other future period. These unaudited condensed consolidated 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 December 31, 2022 and in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.

NATURE OF BUSINESS

We are the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, we are also the largest manufacturer of iron ore pellets in North America. We are vertically integrated from mined raw materials, direct reduced iron and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling and tubing. We are the largest supplier of steel to the automotive industry in North America and serve a diverse range of markets due to our comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, we employ approximately 27,000 people across our operations in the United States and Canada.

BUSINESS OPERATIONS

We are organized into four operating segments based on differentiated products, Steelmaking, Tubular, Tooling and Stamping, and European Operations. We primarily operate through one reportable segment – the Steelmaking segment.

BASIS OF CONSOLIDATION

The unaudited condensed 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 are eliminated upon consolidation.

INVESTMENTS IN AFFILIATES

We have investments in several businesses accounted for using the equity method of accounting. These investments are included within our Steelmaking segment. We review an investment for impairment when circumstances indicate that a loss in value below its carrying amount is other than temporary.

Our investment in affiliates of $132 million and $133 million as of June 30, 2023 and December 31, 2022, respectively, was classified in Other non-current assets.

SIGNIFICANT ACCOUNTING POLICIES

A detailed description of our significant accounting policies can be found in the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC. There have been no material changes in our significant accounting policies and estimates from those disclosed therein.

RECENT ACCOUNTING PRONOUNCEMENTS AND LEGISLATION

In August 2022, the U.S. government signed the Inflation Reduction Act into law. The Inflation Reduction Act introduced, among other legislation, a 1% excise tax on the fair market value of stock repurchases net of the fair market value of stock issuances during the tax year. The excise tax is effective on net stock repurchases that occur after December 31, 2022. The tax will be recorded in equity as a cost of common shares in treasury.

In September 2022, the FASB issued ASU No. 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This guidance requires annual and interim disclosure of the key terms of outstanding supplier finance programs and a roll-forward of the related obligations. The new standard does not affect the recognition, measurement or financial statement presentation of the supplier finance program obligations. We have adopted this standard, except for the amendment on roll-forward information, which is effective for fiscal years beginning after December 15, 2023. Refer to NOTE 2 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION for further information.

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NOTE 2 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION

ALLOWANCE FOR CREDIT LOSSES

The following is a roll-forward of our allowance for credit losses associated with Accounts receivable, net:


(In millions)	2023		2022
Allowance for credit losses as of January 1	$	(4)	$	(4)
Decrease (increase) in allowance	(3)		1
Allowance for credit losses as of June 30	$	(7)	$	(3)

INVENTORIES

The following table presents the detail of our Inventories on the Statements of Unaudited Condensed Consolidated Financial Position:


(In millions)	June 30, 2023		December 31, 2022
Product inventories
Finished and semi-finished goods	$	2,765	$	2,971
Raw materials	1,582		1,794
Total product inventories	4,347		4,765
Manufacturing supplies and critical spares	380		365
Inventories	$	4,727	$	5,130

SUPPLY CHAIN FINANCE PROGRAMS

We negotiate payment terms directly with our suppliers for the purchase of goods and services. We currently offer voluntary supply chain finance programs that enable our suppliers to sell their Cliffs receivables to financial intermediaries, at the sole discretion of both the suppliers and financial intermediaries. No guarantees are provided by us or our subsidiaries under the supply chain finance programs. The supply chain finance programs allow our suppliers to be paid by the financial intermediaries earlier than the due date on the applicable invoice. Supply chain finance programs that extend terms or provide us an economic benefit are classified as short-term financings. As of June 30, 2023 and December 31, 2022, we had $23 million and $19 million, respectively, deemed as short-term financings that are classified in Other current liabilities. Additionally, as of June 30, 2023 and December 31, 2022, we had $94 million and $112 million, respectively, classified as Accounts payable.

CASH FLOW INFORMATION

A reconciliation of capital additions to cash paid for capital expenditures is as follows:


	Six Months Ended June 30,
(In millions)	2023		2022
Capital additions	$	290	$	489
Less:
Non-cash accruals	(89)		(2)
Right-of-use assets - finance leases	60		23

Cash paid for capital expenditures including deposits	$	319	$	468

Cash payments (receipts) for income taxes and interest are as follows:


	Six Months Ended June 30,
(In millions)	2023		2022
Income taxes paid	$	37	$	299
Income tax refunds	(138)		(1)
Interest paid on debt obligations net of capitalized interest1	142		133

1 Capitalized interest was $6 million and $5 million for the six months ended June 30, 2023 and 2022, respectively.

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NOTE 3 - REVENUES

We generate our revenue through product sales, in which shipping terms indicate when we have fulfilled our performance obligations and transferred control of products to our customer. Our revenue transactions consist of a single performance obligation to transfer promised goods. Our contracts with customers define the mechanism for determining the sales price, which is generally fixed upon transfer of control, but the contracts generally do not impose a specific quantity on either party. Quantities to be delivered to the customer are determined at a point near the date of delivery through purchase orders or other written instructions we receive from the customer. Spot market sales are made through purchase orders or other written instructions. We consider our performance obligation to be complete and recognize revenue when control transfers in accordance with shipping terms.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring product. We reduce the amount of revenue recognized for estimated returns and other customer credits, such as discounts and volume rebates, based on the expected value to be realized. Payment terms are consistent with terms standard to the markets we serve. Sales taxes collected from customers are excluded from revenues.

The following table represents our Revenues by market:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Steelmaking:
Automotive	$	1,980	$	1,644	$	3,850	$	3,251
Infrastructure and manufacturing	1,591		1,615		2,888		3,157
Distributors and converters	1,441		1,840		2,699		3,669
Steel producers	796		1,077		1,497		1,893
Total Steelmaking	5,808		6,176		10,934		11,970
Other Businesses:
Automotive	143		124		282		246
Infrastructure and manufacturing	10		14		20		29
Distributors and converters	23		23		43		47
Total Other Businesses	176		161		345		322
Total revenues	$	5,984	$	6,337	$	11,279	$	12,292

The following tables represent our Revenues by product line:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Steelmaking:
Hot-rolled steel	$	1,357	$	1,251	$	2,478	$	2,445
Cold-rolled steel	748		869		1,387		1,853
Coated steel	1,789		1,806		3,406		3,581
Stainless and electrical steel	615		618		1,189		1,169
Plate	399		453		730		874
Slab and other steel products	366		417		693		751
Other	534		762		1,051		1,297
Total Steelmaking	5,808		6,176		10,934		11,970
Other Businesses:
Other	176		161		345		322
Total revenues	$	5,984	$	6,337	$	11,279	$	12,292

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NOTE 4 - SEGMENT REPORTING

We are vertically integrated from mined raw materials and direct reduced iron and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling and tubing. We are organized into four operating segments based on our differentiated products – Steelmaking, Tubular, Tooling and Stamping, and European Operations. We have one reportable segment – Steelmaking. The operating segment results of our Tubular, Tooling and Stamping, and European Operations that do not constitute reportable segments are combined and disclosed in the Other Businesses category. Our Steelmaking segment operates as the largest flat-rolled steel producer supported by being the largest iron ore pellet producer as well as a leading prime scrap processor in North America, primarily serving the automotive, distributors and converters, and infrastructure and manufacturing markets. Our Other Businesses primarily include the operating segments that provide customer solutions with carbon and stainless steel tubing products, advanced-engineered solutions, tool design and build, hot- and cold-stamped steel components, and complex assemblies. All intersegment transactions were eliminated in consolidation.

We evaluate performance on an operating segment basis, as well as a consolidated basis, based on Adjusted EBITDA, which is a non-GAAP measure. This measure is used by management, investors, lenders and other external users of our financial statements to assess our operating performance and to compare operating performance to other companies in the steel industry. In addition, management believes Adjusted EBITDA is a useful measure to assess the earnings power of the business without the impact of capital structure and can be used to assess our ability to service debt and fund future capital expenditures in the business.

Our results by segment are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Revenues:
Steelmaking	$	5,808	$	6,176	$	10,934	$	11,970
Other Businesses	176		161		345		322
Total revenues	$	5,984	$	6,337	$	11,279	$	12,292

Adjusted EBITDA:
Steelmaking	$	765	$	1,109	$	1,005	$	2,533
Other Businesses	15		20		23		49
Eliminations	(5)		2		(10)		1
Total Adjusted EBITDA	$	775	$	1,131	$	1,018	$	2,583

The following table provides a reconciliation of our consolidated Net income to total Adjusted EBITDA:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Net income	$	356	$	601	$	314	$	1,415
Less:
Interest expense, net	(79)		(64)		(156)		(141)
Income tax expense	(102)		(157)		(89)		(394)
Depreciation, depletion and amortization	(247)		(250)		(489)		(551)
	784		1,072		1,048		2,501
Less:
EBITDA of noncontrolling interests1	17		13		40		35
Loss on extinguishment of debt	—		(66)		—		(80)
Asset impairment	—		—		—		(29)

Other, net	(8)		(6)		(10)		(8)
Total Adjusted EBITDA	$	775	$	1,131	$	1,018	$	2,583

1 EBITDA of noncontrolling interests includes the following:
Net income attributable to noncontrolling interests	$	9	$	5	$	24	$	18
Depreciation, depletion and amortization	8		8		16		17
EBITDA of noncontrolling interests	$	17	$	13	$	40	$	35

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The following summarizes our assets by segment:


(In millions)	June 30, 2023		December 31, 2022
Assets:
Steelmaking	$	17,819	$	18,070
Other Businesses	293		315
Total segment assets	18,112		18,385
Corporate/Eliminations	191		370
Total assets	$	18,303	$	18,755

The following table summarizes our depreciation, depletion and amortization and capital additions by segment:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Depreciation, depletion and amortization:
Steelmaking	$	(239)	$	(240)	$	(470)	$	(531)
Other Businesses	(8)		(10)		(19)		(20)
Total depreciation, depletion and amortization	$	(247)	$	(250)	$	(489)	$	(551)

Capital additions1:
Steelmaking	$	159	$	297	$	286	$	472
Other Businesses	2		9		3		15
Corporate	1		2		1		2
Total capital additions	$	162	$	308	$	290	$	489

1 Refer to NOTE 2 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION for additional information.

NOTE 5 - PROPERTY, PLANT AND EQUIPMENT

The following table indicates the carrying value of each of the major classes of our depreciable assets:


(In millions)	June 30, 2023		December 31, 2022
Land, land improvements and mineral rights	$	1,388	$	1,388
Buildings	932		921
Equipment	9,578		9,289
Other	247		238
Construction in progress	510		552
Total property, plant and equipment1	12,655		12,388
Allowance for depreciation and depletion	(3,777)		(3,318)
Property, plant and equipment, net	$	8,878	$	9,070

1 Includes right-of-use assets related to finance leases of $467 million and $408 million as of June 30, 2023 and December 31, 2022, respectively.

We recorded depreciation and depletion expense of $246 million and $485 million for the three and six months ended June 30, 2023, respectively, and $249 million and $547 million for the three and six months ended June 30, 2022, respectively. Depreciation and depletion expense for both the three and six months ended June 30, 2022 includes $23 million of accelerated depreciation related to the decision to indefinitely idle the coke facility at Middletown Works. Depreciation and depletion expense for the six months ended June 30, 2022 also includes $68 million of accelerated depreciation related to the indefinite idle of the Indiana Harbor #4 blast furnace.

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NOTE 6 - GOODWILL AND INTANGIBLE ASSETS AND LIABILITIES

GOODWILL

The following is a summary of Goodwill by segment:


(In millions)	June 30, 2023		December 31, 2022
Steelmaking	$	956	$	956
Other Businesses	174		174
Total goodwill	$	1,130	$	1,130

INTANGIBLE ASSETS AND LIABILITIES

The following is a summary of our intangible assets and liabilities:


	June 30, 2023						December 31, 2022
(In millions)	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Intangible assets1:
Customer relationships	$	90	$	(16)	$	74	$	90	$	(13)	$	77
Developed technology	60		(12)		48		60		(10)		50
Trade names and trademarks	18		(4)		14		18		(4)		14
Mining permits	72		(27)		45		72		(27)		45
Supplier relationships	29		(3)		26		29		(1)		28
Total intangible assets	$	269	$	(62)	$	207	$	269	$	(55)	$	214
Intangible liabilities2:
Above-market supply contracts	$	(71)	$	22	$	(49)	$	(71)	$	19	$	(52)

1 Intangible assets are classified as Other non-current assets. Amortization related to mining permits is recognized in Cost of goods sold. Amortization of all other intangible assets is recognized in Selling, general and administrative expenses.
2 Intangible liabilities are classified as Other non-current liabilities. Amortization of all intangible liabilities is recognized in Cost of goods sold.

Amortization expense related to intangible assets was $3 million for both the three months ended June 30, 2023 and 2022, and $7 million for both the six months ended June 30, 2023 and 2022. Estimated future amortization expense is $6 million for the remainder of 2023 and $13 million annually for the years 2024 through 2028.

Income from amortization related to the intangible liabilities was $2 million for both the three months ended June 30, 2023 and 2022, and $3 million for both the six months ended June 30, 2023 and 2022. Estimated future income from amortization is $2 million for the remainder of 2023 and $5 million annually for the years 2024 through 2028.

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NOTE 7 - DEBT AND CREDIT FACILITIES

The following represents a summary of our long-term debt:


(In millions)
Debt Instrument	Issuer1	Annual Effective Interest Rate	June 30, 2023		December 31, 2022
Senior Secured Notes:
6.750% 2026 Senior Secured Notes	Cliffs	6.990%	$	829	$	829
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
6.750% 2030 Senior Notes	Cliffs	6.750%	750		—
4.875% 2031 Senior Notes	Cliffs	4.875%	325		325
6.250% 2040 Senior Notes	Cliffs	6.340%	235		235
ABL Facility	Cliffs2	Variable3	833		1,864
Total principal amount			4,025		4,306
Unamortized discounts and issuance costs			(62)		(57)
Total long-term debt			$	3,963	$	4,249



1 Unless otherwise noted, references in this column and throughout this NOTE 7 - 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 7.091% and 5.602%, respectively, as of June 30, 2023 and December 31, 2022.

6.750% 2030 Senior Notes - 2023 Offering

On April 14, 2023, 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 $750 million aggregate principal amount of our 6.750% 2030 Senior Notes, which were issued at par. The 6.750% 2030 Senior Notes were issued in a private placement transaction exempt from the registration requirements of the Securities Act.

The 6.750% 2030 Senior Notes bear interest at a rate of 6.750% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2023. The 6.750% 2030 Senior Notes mature on April 15, 2030.

The 6.750% 2030 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 6.750% 2030 Senior Notes are guaranteed on a senior unsecured basis by our material direct and indirect wholly owned domestic subsidiaries. The 6.750% 2030 Senior Notes are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the 6.750% 2030 Senior Notes.

The 6.750% 2030 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 6.750% 2030 Senior Notes. The 6.750% 2030 Senior Notes are redeemable prior to April 15, 2026, 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 6.750% 2030 Senior Notes prior to April 15, 2026 at a redemption price equal to 106.750% of the principal amount thereof with the net cash proceeds of one or more equity offerings. The 6.750% 2030 Senior Notes are redeemable beginning on April 15, 2026, at a redemption price equal to 103.375% of the principal amount thereof, decreasing to 101.688% on April 15, 2027, and are redeemable at par beginning on April 15, 2028. In each case, we pay the applicable redemption and "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 6.750% 2030 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 6.750% 2030 Senior Notes contain certain customary covenants; however, there are no financial covenants.

ABL FACILITY

On June 9, 2023, we entered into the Fourth ABL Amendment to our ABL Facility to, among other things, increase the amount of tranche A revolver commitments available thereunder by an additional $250 million to an aggregate principal amount of $4.75 billion and extend the maturity date of all commitments under the ABL Facility from March 13, 2025 to June 9, 2028. The Fourth ABL Amendment removed the LIBOR option for variable rate loans due to its cessation and replaced it with a SOFR option. Borrowings under the amended ABL Facility bear interest, at our option, at a base rate or, if certain conditions are met, a SOFR

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rate, in each case, plus an applicable tiered margin. The base rate is equal to the greater of the federal funds rate plus 0.5% or the term SOFR plus 1.25%.

As of June 30, 2023, 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)	June 30, 2023
Available borrowing base on ABL Facility1	$	4,750
Borrowings	(833)
Letter of credit obligations2	(117)
Borrowing capacity available	$	3,800

1 As of June 30, 2023, 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, workers' compensation, operating agreements, employee severance, environmental obligations, and insurance.

DEBT MATURITIES

The following represents a summary of our maturities of debt instruments based on the principal amounts outstanding at June 30, 2023 (in millions):


2023		2024		2025		2026		2027		Thereafter		Total
$	—	$	—	$	—	$	829	$	685	$	2,511	$	4,025

NOTE 8 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS

We offer defined benefit pension plans, defined contribution pension plans and OPEB plans to a significant portion of our employees and retirees. Benefits are also provided through multiemployer plans for certain union members.

The following are the components of defined benefit pension and OPEB costs (credits):

DEFINED BENEFIT PENSION COSTS (CREDITS)


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Service cost	$	8	$	12	$	16	$	24
Interest cost	58		31		117		63
Expected return on plan assets	(78)		(92)		(157)		(184)
Amortization:
Prior service costs	4		—		8		—
Net actuarial loss	1		3		2		7
Net periodic benefit credits	$	(7)	$	(46)	$	(14)	$	(90)

OPEB COSTS (CREDITS)


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2023		2022		2023		2022
Service cost	$	3	$	10	$	5	$	21
Interest cost	16		20		32		40
Expected return on plan assets	(10)		(9)		(21)		(19)
Amortization:
Prior service credits	(4)		—		(8)		—
Net actuarial gain	(37)		(3)		(73)		(6)
Net periodic benefit costs (credits)	$	(32)	$	18	$	(65)	$	36

Based on funding requirements, we made no defined benefit pension contributions for the three and six months ended June 30, 2023 and June 30, 2022. Based on funding requirements, we made no contributions to our voluntary employee benefit association trust plans for the three and six months ended June 30, 2023. We made contributions of $28 million and $56 million to our voluntary employee benefit association trust plans for the three and six months ended June 30, 2022, respectively.

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NOTE 9 - INCOME TAXES

Our 2023 estimated annual effective tax rate before discrete items as of June 30, 2023 is 22%. The estimated annual effective tax rate exceeds the U.S. statutory rate of 21%, as state income tax expense exceeds the percentage depletion in excess of cost depletion. The 2022 estimated annual effective tax rate before discrete items as of June 30, 2022 was 22%.

NOTE 10 - ASSET RETIREMENT OBLIGATIONS

The accrued closure obligation provides for contractual and legal obligations related to our indefinitely idled and closed operations and for the eventual closure of our active operations. The closure date for each of our active mine sites was determined based on the exhaustion date of the remaining mineral reserves, and the amortization of the related asset and accretion of the liability is recognized over the estimated mine lives. The closure date and expected timing of the capital requirements to meet our obligations for our indefinitely idled or closed mines is determined based on the unique circumstances of each property. For indefinitely idled or closed mines, the accretion of the liability is recognized over the anticipated timing of remediation. As the majority of our asset retirement obligations at our steelmaking operations have indeterminate settlement dates, asset retirement obligations have been recorded at present values using estimated ranges of the economic lives of the underlying assets.

The following is a summary of our asset retirement obligations:


(In millions)	June 30, 2023		December 31, 2022
Asset retirement obligations1	$	525	$	520
Less: current portion	21		21
Long-term asset retirement obligations	$	504	$	499

1 Includes $278 million and $277 million related to our active operations as of June 30, 2023 and December 31, 2022, respectively.

The following is a roll forward of our asset retirement obligation liability:


(In millions)	2023		2022
Asset retirement obligation as of January 1	$	520	$	449
Accretion expense	13		15
Reclassification from environmental obligations	—		63
Revision in estimated cash flows	1		21
Remediation payments	(9)		(16)
Asset retirement obligation as of June 30	$	525	$	532

NOTE 11 - FAIR VALUE MEASUREMENTS

The carrying values of certain financial instruments (e.g., Accounts receivable, net, Accounts payable and Other current liabilities) approximate fair value and, therefore, have been excluded from the table below. See NOTE 12 - DERIVATIVE INSTRUMENTS AND HEDGING for information on our derivative instruments, which are accounted for at fair value on a recurring basis.

A summary of the carrying value and fair value of other financial instruments were as follows:


		June 30, 2023				December 31, 2022
(In millions)	Classification	Carrying Value		Fair Value		Carrying Value		Fair Value
Senior notes	Level 1	$	3,130	$	3,052	$	2,385	$	2,311
ABL Facility - outstanding balance	Level 2	833		833		1,864		1,864
Total		$	3,963	$	3,885	$	4,249	$	4,175

The valuation of financial assets classified in Level 2 were determined using a market approach based upon quoted prices for similar assets in active markets or other inputs that were observable.

NOTE 12 - DERIVATIVE INSTRUMENTS AND HEDGING

We are exposed to fluctuations in market prices of raw materials and energy sources. We may use cash-settled commodity swaps to hedge the market risk associated with the purchase of certain of our raw materials and energy requirements. Our hedging strategy is to reduce the effect on earnings from the price volatility of these various commodity exposures, including timing differences between when we incur raw material commodity costs and when we receive sales surcharges from our customers based on those raw materials.

Our commodity contracts are designated as cash flow hedges for accounting purposes, and we record the gains and losses for the derivatives in Accumulated other comprehensive income until we reclassify them into Cost of goods sold when we recognize the associated underlying operating costs. Refer to NOTE 14 - ACCUMULATED OTHER COMPREHENSIVE INCOME for further information.

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Our commodity contracts are classified as Level 2 as values were determined using a market approach based upon quoted prices for similar assets in active markets or other inputs that were observable.

The following table presents the notional amount of our outstanding hedge contracts:

Notional Amount

Commodity Contracts

Unit of Measure

Maturity Dates

June 30,
2023

December 31,
2022

Natural Gas

MMBtu

July 2023 - May 2026

152,920,000

127,790,000

Electricity

Megawatt hours

July 2023 - January 2026

2,810,342

432,043

Tin

Metric tons

July 2023 - December 2023

180

The following table presents the fair value of our cash flow hedges and the classification in the Statements of Unaudited Condensed Consolidated Financial Position:


Balance Sheet Location (In millions)	June 30, 2023		December 31, 2022
Other current assets	$	2	$	15
Other non-current assets	6		30
Other current liabilities	(108)		(87)
Other non-current liabilities	(30)		(10)

NOTE 13 - CAPITAL STOCK

SHARE REPURCHASE PROGRAM

On February 10, 2022, our Board of Directors authorized a program to repurchase outstanding common shares in the open market or in privately negotiated transactions, which may include purchases pursuant to Rule 10b5-1 plans or accelerated share repurchases, up to a maximum of $1 billion. We are not obligated to make any purchases and the program may be suspended or discontinued at any time. The share repurchase program does not have a specific expiration date. During both the three and six months ended June 30, 2023, we repurchased 6.5 million common shares, at a cost of $94 million in the aggregate, excluding excise tax due under the Inflation Reduction Act of 2022. During the three and six months ended June 30, 2022, we repurchased 7.5 million and 8.5 million common shares, respectively, at a cost of $157 million and $176 million in the aggregate, respectively. As of June 30, 2023, there was $666 million remaining under the authorization.

PREFERRED STOCK

We have 3 million shares of Serial Preferred Stock, Class A, without par value, authorized and 4 million shares of Serial Preferred Stock, Class B, without par value, authorized; no preferred shares are issued or outstanding.

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NOTE 14 - ACCUMULATED OTHER COMPREHENSIVE INCOME