CLEVELAND-CLIFFS INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA STATEMENTS OF CONSOLIDATED FINANCIAL POSITION CLEVELAND-CLIFFS INC. AND SUBSIDIARIES December 31, (In millions, except share information) 2022 2021 ASSETS Current assets: Cash and cash equivalents $ 26 $ 48 Accounts receivable, net 1,960 2,154 Inventories 5,130 5,188 Other current assets 306 263 Total current assets 7,422 7,653 Non-current assets: Property, plant and equipment, net 9,070 9,186 Goodwill 1,130 1,116 Pension and OPEB, asset 356 223 Other non-current assets 777 797 TOTAL ASSETS $ 18,755 $ 18,975 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 2,186 $ 2,073 Accrued employment costs 429 585 Other current liabilities 934 903 Total current liabilities 3,549 3,561 Non-current liabilities: Long-term debt 4,249 5,238 Pension liability, non-current 473 578 OPEB liability, non-current 585 2,383 Deferred income taxes 590 112 Other non-current liabilities 1,267 1,329 TOTAL LIABILITIES 10,713 13,201 Commitments and contingencies (See Note 20) Equity: Common Shares - par value $ 0.125 per share Authorized - 1,200,000,000 shares (2021 - 1,200,000,000 shares); Issued - 531,051,530 shares (2021 - 506,832,537 shares); Outstanding - 513,340,779 shares (2021 - 500,158,955 shares) 66 63 Capital in excess of par value of shares 4,871 4,892 Retained earnings (deficit) 1,334 ( 1 ) Cost of 17,710,751 common shares in treasury (2021 - 6,673,582 shares) ( 310 ) ( 82 ) Accumulated other comprehensive income 1,830 618 Total Cliffs shareholders' equity 7,791 5,490 Noncontrolling interest 251 284 TOTAL EQUITY 8,042 5,774 TOTAL LIABILITIES AND EQUITY $ 18,755 $ 18,975 The accompanying notes are an integral part of these consolidated financial statements. 59 | CLF 2022 FORM 10-K Table of Contents STATEMENTS OF CONSOLIDATED OPERATIONS CLEVELAND-CLIFFS INC. AND SUBSIDIARIES Year Ended December 31, (In millions, except per share amounts) 2022 2021 2020 Revenues $ 22,989 $ 20,444 $ 5,354 Operating costs: Cost of goods sold ( 20,471 ) ( 15,910 ) ( 5,102 ) Selling, general and administrative expenses ( 465 ) ( 422 ) ( 244 ) Acquisition-related costs ( 4 ) ( 20 ) ( 90 ) Miscellaneous – net ( 110 ) ( 80 ) ( 60 ) Total operating costs ( 21,050 ) ( 16,432 ) ( 5,496 ) Operating income (loss) 1,939 4,012 ( 142 ) Other income (expense): Interest expense, net ( 276 ) ( 337 ) ( 238 ) Gain (loss) on extinguishment of debt ( 75 ) ( 88 ) 130 Net periodic benefit credits other than service cost component 212 210 54 Other non-operating income (loss) ( 4 ) 6 3 Total other expense ( 143 ) ( 209 ) ( 51 ) Income (loss) from continuing operations before income taxes 1,796 3,803 ( 193 ) Income tax benefit (expense) ( 423 ) ( 773 ) 111 Income (loss) from continuing operations 1,373 3,030 ( 82 ) Income from discontinued operations, net of tax 3 3 1 Net income (loss) 1,376 3,033 ( 81 ) Income attributable to noncontrolling interest ( 41 ) ( 45 ) ( 41 ) Net income (loss) attributable to Cliffs shareholders $ 1,335 $ 2,988 $ ( 122 ) Earnings (loss) per common share attributable to Cliffs shareholders - basic Continuing operations $ 2.57 $ 5.62 $ ( 0.32 ) Discontinued operations — 0.01 — $ 2.57 $ 5.63 $ ( 0.32 ) Earnings (loss) per common share attributable to Cliffs shareholders - diluted Continuing operations $ 2.55 $ 5.35 $ ( 0.32 ) Discontinued operations — 0.01 — $ 2.55 $ 5.36 $ ( 0.32 ) The accompanying notes are an integral part of these consolidated financial statements. 60 | CLF 2022 FORM 10-K Table of Contents STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME CLEVELAND-CLIFFS INC. AND SUBSIDIARIES Year Ended December 31, (In millions) 2022 2021 2020 Net income (loss) $ 1,376 $ 3,033 ( 81 ) Other comprehensive income (loss): Changes in pension and OPEB, net of tax 1,298 684 181 Changes in derivative financial instruments, net of tax ( 84 ) 69 2 Changes in foreign currency translation ( 2 ) ( 2 ) 3 Total other comprehensive income 1,212 751 186 Comprehensive income 2,588 3,784 105 Comprehensive income attributable to noncontrolling interests ( 41 ) ( 45 ) ( 41 ) Comprehensive income attributable to Cliffs shareholders $ 2,547 $ 3,739 $ 64 The accompanying notes are an integral part of these consolidated financial statements. 61 | CLF 2022 FORM 10-K Table of Contents STATEMENTS OF CONSOLIDATED CASH FLOWS CLEVELAND-CLIFFS INC. AND SUBSIDIARIES Year Ended December 31, (In millions) 2022 2021 2020 OPERATING ACTIVITIES Net income (loss) $ 1,376 $ 3,033 $ ( 81 ) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Depreciation, depletion and amortization 1,034 897 308 Amortization of inventory step-up — 161 96 Deferred income taxes 90 767 ( 101 ) Pension and OPEB credits ( 132 ) ( 103 ) ( 23 ) Loss (gain) on extinguishment of debt 75 88 ( 130 ) Impairment of long-lived assets 29 1 — Other 122 138 ( 70 ) Changes in operating assets and liabilities, net of business combination: Receivables and other assets 177 ( 722 ) ( 91 ) Inventories 64 ( 1,370 ) ( 146 ) Income taxes ( 22 ) ( 136 ) 50 Pension and OPEB payments and contributions ( 204 ) ( 343 ) ( 75 ) Payables, accrued expenses and other liabilities ( 186 ) 374 5 Net cash provided (used) by operating activities 2,423 2,785 ( 258 ) INVESTING ACTIVITIES Purchase of property, plant and equipment ( 943 ) ( 705 ) ( 525 ) Acquisition of FPT, net of cash acquired ( 31 ) ( 761 ) — Acquisition of ArcelorMittal USA, net of cash acquired — 54 ( 658 ) Acquisition of AK Steel, net of cash acquired — — ( 869 ) Other investing activities 38 33 10 Net cash used by investing activities ( 936 ) ( 1,379 ) ( 2,042 ) FINANCING ACTIVITIES Series B Redeemable Preferred Stock redemption — ( 1,343 ) — Proceeds from issuance of common shares — 322 — Repurchase of common shares ( 240 ) — — Proceeds from issuance of debt — 1,000 1,763 Debt issuance costs — ( 20 ) ( 76 ) Repayments of debt ( 1,358 ) ( 1,372 ) ( 1,023 ) Borrowings under credit facilities 5,749 5,962 2,060 Repayments under credit facilities ( 5,494 ) ( 5,889 ) ( 550 ) Other financing activities ( 166 ) ( 130 ) ( 115 ) Net cash provided (used) by financing activities ( 1,509 ) ( 1,470 ) 2,059 Net decrease in cash and cash equivalents ( 22 ) ( 64 ) ( 241 ) Cash and cash equivalents at beginning of year 48 112 353 Cash and cash equivalents at end of year $ 26 $ 48 $ 112 The accompanying notes are an integral part of these consolidated financial statements. 62 | CLF 2022 FORM 10-K Table of Contents STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY CLEVELAND-CLIFFS INC. AND SUBSIDIARIES Cliffs Shareholders (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 (Loss) Non- controlling Interest Total December 31, 2019 271 $ 37 $ 3,873 $ ( 2,842 ) $ ( 391 ) $ ( 319 ) $ — $ 358 Comprehensive income (loss) — — — ( 122 ) — 186 41 105 Stock and other incentive plans 2 — ( 24 ) — 37 — — 13 Acquisition of AK Steel 127 16 602 — — — 330 948 Acquisition of ArcelorMittal USA 78 10 980 — — — 13 1,003 Common share dividends ($ 0.06 per share) — — — ( 25 ) — — — ( 25 ) Net distributions to noncontrolling interests — — — — — — ( 61 ) ( 61 ) December 31, 2020 478 $ 63 $ 5,431 $ ( 2,989 ) $ ( 354 ) $ ( 133 ) $ 323 $ 2,341 Comprehensive income — — — 2,988 — 751 45 3,784 Issuance of common shares 20 — 78 — 244 — — 322 Stock and other incentive plans 2 — ( 8 ) — 28 — — 20 Series B Redeemable Preferred Stock redemption — — ( 604 ) — — — — ( 604 ) 1.500% 2025 Convertible Senior Notes redemption — — ( 5 ) — — — — ( 5 ) Acquisition of ArcelorMittal USA - Measurement period adjustments — — — — — — ( 22 ) ( 22 ) Net distributions to noncontrolling interests — — — — — — ( 62 ) ( 62 ) December 31, 2021 500 $ 63 $ 4,892 $ ( 1 ) $ ( 82 ) $ 618 $ 284 $ 5,774 Comprehensive income — — — 1,335 — 1,212 41 2,588 Stock and other incentive plans 2 — 7 — 12 — — 19 1.500% 2025 Convertible Senior Notes redemption 24 3 ( 28 ) — — — — ( 25 ) Common share repurchases ( 13 ) — — — ( 240 ) — — ( 240 ) Net distributions to noncontrolling interests — — — — — ( 74 ) ( 74 ) December 31, 2022 513 $ 66 $ 4,871 $ 1,334 $ ( 310 ) $ 1,830 $ 251 $ 8,042 The accompanying notes are an integral part of these consolidated financial statements. 63 | CLF 2022 FORM 10-K Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CLEVELAND-CLIFFS INC. AND SUBSIDIARIES NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES BUSINESS, CONSOLIDATION AND PRESENTATION 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, of which approximately 19,000 were represented by labor unions under various agreements. More than 90% of our hourly workforce is represented by three prominent unions - USW, UAW and IAM. Unless otherwise noted, discussion of our business and results of operations in this Annual Report on Form 10-K refers to our continuing operations. 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 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 $ 133 million and $ 128 million as of December 31, 2022 and 2021, respectively, was classified in Other non-current assets. SIGNIFICANT ACCOUNTING POLICIES We consider the following policies to be beneficial in understanding the judgments involved in the preparation of our consolidated financial statements and the uncertainties that could impact our financial condition, results of operations and cash flows. Certain prior period amounts have been reclassified to conform with the current year presentation. USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our mineral reserves; future realizable cash flow; environmental, reclamation and closure obligations; valuation of business combinations, goodwill, long-lived assets, inventory, tax assets and post-employment, post-retirement and other employee benefit liabilities; reserves for contingencies and litigation require the use of various management estimates and assumptions. Actual results could differ from estimates. Management reviews its estimates on an ongoing basis. Changes in facts and circumstances may alter such estimates and affect the results of operations and financial position in future periods. BUSINESS COMBINATIONS Assets acquired and liabilities assumed in a business combination are recognized and measured based on their estimated fair values at the acquisition date, while the acquisition-related costs are expensed as incurred. Any excess of the purchase consideration when compared to the fair value of the net tangible and intangible assets acquired is recorded as goodwill. We engaged independent valuation specialists to assist with the determination of the fair value of assets acquired, liabilities assumed, noncontrolling interest, and goodwill, for the acquisitions. If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, an estimate will be recorded. Subsequent to the acquisition date, and not later than one year from the acquisition date, we will record any material adjustments to the initial estimate based on new information obtained that would have existed as of the date of the acquisition. Any adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period the adjustment arises. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand and on deposit as well as all short-term securities held for the primary purpose of general liquidity. We routinely monitor and evaluate counterparty credit risk related to the financial institutions in which our short-term investment securities are held. Where right of offset exists, we report cash balances net. 64 | CLF 2022 FORM 10-K Table of Contents TRADE ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSS Trade accounts receivable are recorded at the point control transfers and represent the amount of consideration we expect to receive in exchange for transferred goods and do not bear interest. We establish provisions for expected lifetime losses on accounts receivable at the time a receivable is recorded based on historical experience, customer credit quality and forecasted economic conditions. We regularly review our accounts receivable balances and the allowance for credit loss and establish or adjust the allowance as necessary using the specific identification method. We evaluate the aggregation and risk characteristics of receivable pools and develop loss rates that reflect historical collections, current forecasts of future economic conditions over the time horizon we are exposed to credit risk, and payment terms or conditions that may materially affect future forecasts. INVENTORIES Inventories are generally stated at the lower of cost or net realizable value using average cost, excluding depreciation and amortization. Certain iron ore inventories are stated at the lower of cost or market using the LIFO method. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES We are exposed to certain risks related to the ongoing operations of our business, including those caused by changes in commodity prices and energy rates. We have established policies and procedures, including the use of certain derivative instruments, to manage such risks. Derivative financial instruments are recognized as either assets or liabilities on the Statements of Consolidated Financial Position and measured at fair value. On the date a qualifying hedging instrument is executed, we designate the hedging instrument as a hedge of the variability of cash flows to be received or paid related to a forecasted transaction (cash flow hedge). We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to specific firm commitments or forecasted transactions. We also formally assess, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of the related hedged items. When it is determined that a derivative is not highly effective as a hedge, we discontinue hedge accounting prospectively and record all future changes in fair value in the period of the instrument's earnings or losses. For derivative instruments that have been designated as cash flow hedges, the changes in fair value are recorded in Accumulated other comprehensive income . Amounts recorded in Accumulated other comprehensive income are reclassified to earnings or losses in the period the underlying hedged transaction affects earnings or when the underlying hedged transaction is no longer reasonably possible of occurring. For derivative instruments that have not been designated as cash flow hedges, changes in fair value are recorded in the period of the instrument's earnings or losses. PROPERTY, PLANT AND EQUIPMENT Our properties are stated at cost less accumulated depreciation. Depreciation of plant and equipment is computed principally by the straight-line method based on estimated useful lives. Depreciation continues to be recognized when operations are idled temporarily. Depreciation and depletion are recorded over the following estimated useful lives: Asset Class Basis Life Land, land improvements and mineral rights Land and mineral rights Units of production Life of mine Land improvements Straight line 20 to 45 years Buildings Straight line 20 to 45 years Equipment Straight line/Double declining balance 3 to 45 years GOODWILL Goodwill represents the excess purchase price paid over the fair value of the net assets from an acquisition. Goodwill is not amortized for financial statement purposes, but it is assessed for impairment on an annual basis on October 1 (or more frequently if necessary). OTHER INTANGIBLE ASSETS AND LIABILITIES Intangible assets and liabilities are subject to periodic amortization on a straight-line basis over their estimated useful lives. LEASES We determine if an arrangement contains a lease at inception. We recognize right-of-use assets and lease liabilities associated with leases based on the present value of the future minimum lease payments over the lease term at the commencement date. Lease terms reflect options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Short-term leases (leases with an initial lease term of 12 months or less), right-of-use assets and lease liabilities are not recognized on the Statements of Consolidated Financial Position. Operating lease expense is recognized on a straight-line basis over the lease term. 65 | CLF 2022 FORM 10-K Table of Contents ASSET IMPAIRMENT We monitor conditions that may affect the carrying value of our long-lived tangible and intangible assets when events and circumstances indicate that the carrying value of the asset groups may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available ("asset group"). The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. During the year ended December 31, 2022, we concluded that there were no triggering events resulting in the need for an impairment assessment except for the announcement of the permanent closure of Mountain State Carbon, which resulted in a $ 29 million asset impairment charge during the year. For the years ended December 31, 2021 and 2020, no impairment indicators were present that would indicate the carrying value of any of our asset groups may not be recoverable; as a result, no impairment assessments were required. FAIR VALUE MEASUREMENTS ASC Topic 820, Fair Value Measurements and Disclosures , establishes a three-level valuation hierarchy for classification of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our own views about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized below: • Level 1 — Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 — Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3 — Valuation is based upon other unobservable inputs that are significant to the fair value measurement. The classification of assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety. PENSION AND OTHER POSTRETIREMENT BENEFITS We offer defined benefit pension plans, defined contribution pension plans and OPEB plans, primarily consisting of retiree healthcare benefits as part of our total compensation and benefits programs. We recognize the funded or unfunded status of our pension and OPEB obligations on the Statements of Consolidated Financial Position based on the difference between the market value of plan assets and the actuarial present value of our retirement obligations on that date, on a plan-by-plan basis. If the plan assets exceed the pension and OPEB obligations, the amount of the surplus is recorded as an asset; if the pension and OPEB obligations exceed the plan assets, the amount of the underfunded obligations is recorded as a liability. Year-end balance sheet adjustments to pension and OPEB assets and obligations are recorded as Accumulated other comprehensive income on the Statements of Consolidated Financial Position. The actuarial estimates of the PBO (Projected benefit obligation) and APBO (Accumulated postretirement benefit obligation) incorporate various assumptions including the discount rates, the rates of increases in compensation, healthcare cost trend rates, mortality, retirement timing and employee turnover. The discount rate is determined based on the prevailing year-end rates for high-grade corporate bonds with a duration matching the expected cash flow timing of the benefit payments from the various plans. The remaining assumptions are based on our estimates of future events by incorporating historical trends and future expectations. The amount of net periodic cost that is recorded in the Statements of Consolidated Operations consists of several components including service cost, interest cost, expected return on plan assets, and amortization of previously unrecognized amounts. Service cost represents the value of the benefits earned in the current year by the participants. Interest cost represents the cost associated with the passage of time. Certain items, such as plan amendments, gains and/or losses resulting from differences between actual and assumed results for demographic and economic factors affecting the obligations and assets of the plans, and changes in other assumptions are subject to deferred recognition for income and expense purposes. The expected return on plan assets is calculated on a plan-by-plan basis using each plan's strategic asset allocation and our expected long-term capital market return assumptions. Service costs are classified within Cost of goods sold, Selling, general and administrative expenses and Miscellaneous – net while the interest cost, expected return on assets, amortization of prior service costs/credits, net actuarial gain/loss, and other costs are classified within Net periodic benefit credits other than service cost component. Cumulative actuarial gains and losses will be amortized to expense using the corridor method, where gains and losses are recognized if they exceed 10% of the greater of the fair value of plan assets or the plans' benefit obligations. The amortization period will vary by plan. 66 | CLF 2022 FORM 10-K Table of Contents ASSET RETIREMENT OBLIGATIONS An asset retirement obligation is recognized when incurred if a reasonable estimate of fair value can be made, and is initially measured at fair value. The fair value of the liability is determined as the discounted value of the expected future cash flows. The asset retirement obligation is accreted over time through periodic charges to earnings. In addition, the asset retirement cost is capitalized and amortized over the life of the related asset. Reclamation costs are adjusted periodically to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs. We review, on an annual basis, unless otherwise deemed necessary, the asset retirement obligation for each applicable operation in accordance with the provisions of ASC Topic 410, Asset Retirement and Environmental Obligations . We perform an in-depth evaluation of the liability every three years in addition to our routine annual assessments. Future reclamation costs for inactive operations are accrued based on management’s best estimate at the end of each period of the costs expected to be incurred at a site. Such cost estimates include, where applicable, ongoing maintenance and monitoring costs. Changes in estimates at inactive operations are reflected in earnings in the period an estimate is revised. ENVIRONMENTAL REMEDIATION COSTS Our operating activities are subject to various laws and regulations governing protection of the environment. We conduct our operations to protect the public health and environment and believe our operations are in compliance with applicable laws and regulations in all material respects. Our environmental liabilities, including obligations for known environmental remediation exposures, have been recognized based on the estimated cost of investigation and remediation at each site. If the cost can only be estimated as a range of possible amounts with no point in the range being more likely, the minimum of the range is accrued. Future expenditures are discounted unless the amount and timing of the cash disbursements cannot be reasonably estimated. It is possible that additional environmental obligations could be incurred, the extent of which cannot be assessed. Potential insurance recoveries have not been reflected in the determination of the liabilities. REVENUE RECOGNITION Sales are recognized when our performance obligations are satisfied. Generally, our performance obligations are satisfied, control of our products is transferred and revenue is recognized at a single point in time, when title transfers to our customer for product shipped according to shipping terms. Shipping and other transportation costs charged to customers are treated as fulfillment activities and are recorded in both revenue and cost of sales at the time control is transferred to the customer. REPAIRS AND MAINTENANCE Repairs, maintenance and replacement of components are expensed as incurred. The cost of major equipment overhauls is capitalized and depreciated over the estimated useful life, which is the period until the next scheduled overhauls. All other planned and unplanned repairs and maintenance costs are expensed when incurred. SHARE-BASED COMPENSATION The fair value of each performance share grant is estimated on the date of grant using a Monte Carlo simulation to forecast relative TSR performance. A correlation matrix of historical and projected stock prices was developed for both the Company and its predetermined peer group of metals and mining companies. The fair value assumes that the performance objective will be achieved. The expected term of the grant represents the time from the grant date to the end of the service period. We estimate the volatility of our common shares and that of the peer group of metals and mining companies using daily price intervals for all companies. The risk-free interest rate is the rate at the grant date on zero-coupon government bonds, with a term commensurate with the remaining performance period. The fair value of the restricted stock units is determined based on the closing price of our common shares on the grant date. Upon vesting of share-based compensation awards, we issue shares from treasury shares before issuing new shares. Forfeitures are recognized when they occur. The fair value of stock options is estimated on the date of grant using a Black-Scholes model using the grant date price of our common shares, the option exercise price, the option’s expected term, the volatility of our common shares, the risk-free interest rate and the dividend yield over the option’s expected term. INCOME TAXES Income taxes are based on income for financial reporting purposes, calculated using tax rates by jurisdiction, and reflect a current tax liability or asset for the estimated taxes payable or recoverable on the current year tax return and expected annual changes in deferred taxes. Any interest or penalties on income tax are recognized as a component of Income tax benefit (expense) . We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized within Net income (loss) in the period that includes the enactment date. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial results of operations. 67 | CLF 2022 FORM 10-K Table of Contents Accounting for uncertainty in income taxes recognized in the financial statements requires that a tax benefit from an uncertain tax position be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on technical merits. FOREIGN CURRENCY Our financial statements are prepared with the U.S. dollar as the reporting currency, and the functional currency of all subsidiaries is the U.S. dollar, except for our European Operations for which the functional currency is the Euro. EARNINGS PER SHARE We present both basic and diluted EPS amounts for continuing operations and discontinued operations. Total basic EPS amounts are calculated by dividing Net income (loss) attributable to Cliffs shareholders , less the earnings allocated to any of our outstanding Series B Participating Redeemable Preferred Stock, by the weighted average number of common shares outstanding during the period presented. Total diluted EPS amounts are calculated by dividing Net income (loss) attributable to Cliffs shareholders by the weighted average number of common shares, common share equivalents under stock plans using the treasury-stock method, common share equivalents of the Series B Participating Redeemable Preferred Stock using the if-converted method and the calculated common share equivalents in excess of the conversion rate related to our 1.500% 2025 Convertible Senior Notes using the treasury-stock method. Common share equivalents are excluded from EPS computations in the periods in which they have an anti-dilutive effect. VARIABLE INTEREST ENTITIES We assess whether we have a variable interest in legal entities in which we have a financial relationship and, if so, whether or not those entities are VIEs. A VIE is an entity with insufficient equity at risk for the entity to finance its activities without additional subordinated financial support or in which equity investors lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, we evaluate whether we are the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. We conclude that we are the primary beneficiary and consolidate the VIE if we have both (i) the power to direct the activities of the VIE that most significantly influence the VIE's economic performance and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. RECENT ACCOUNTING PRONOUNCEMENTS ISSUED AND ADOPTED In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This update requires certain convertible instruments to be accounted for as a single liability measured at its amortized cost. Additionally, the update requires the use of the "if-converted" method, removing the treasury stock method, when calculating diluted shares. We utilized the modified retrospective method of adoption; using this approach, the guidance was applied to transactions outstanding as of the beginning of the fiscal year in which the amendment was adopted. On January 18, 2022, we redeemed all of our outstanding 1.500% 2025 Convertible Senior Notes; therefore, there was a de minimis impact as a result of our adoption of this update. ISSUED AND NOT YET EFFECTIVE 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. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on roll-forward information, which is effective for fiscal years beginning after December 15, 2023. Upon adoption, we may be required to include additional disclosures to the extent we have material supplier finance program obligations. 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) 2022 2021 Allowance for credit losses as of January 1 $ ( 4 ) $ ( 5 ) Decrease in allowance — 1 Allowance for credit losses as of December 31 $ ( 4 ) $ ( 4 ) 68 | CLF 2022 FORM 10-K Table of Contents INVENTORIES The following table presents the detail of our Inventories on the Statements of Consolidated Financial Position: December 31, (In millions) 2022 2021 Product inventories Finished and semi-finished goods $ 2,971 $ 2,814 Raw materials 1,794 2,070 Total product inventories 4,765 4,884 Manufacturing supplies and critical spares 365 304 Inventories $ 5,130 $ 5,188 The excess of current cost over LIFO cost of iron ore inventories was $ 169 million and $ 124 million at December 31, 2022 and 2021, respectively. As of December 31, 2022, the product inventory balance for iron ore inventories decreased, resulting in a liquidation of a LIFO layer in 2022. The effect of the inventory reduction was an increase in Cost of goods sold of $ 36 million in the Statements of Consolidated Operations for the year ended December 31, 2022. As of December 31, 2021, the product inventory balance for iron ore inventories increased, resulting in a LIFO increment in 2021. The effect of the inventory build was an increase in Inventories of $ 45 million on the Statements of Consolidated Financial Position for the year ended December 31, 2021. CASH FLOW INFORMATION A reconciliation of capital additions to cash paid for capital expenditures is as follows: Year Ended December 31, (In millions) 2022 2021 2020 Capital additions $ 1,033 $ 857 $ 483 Less: Non-cash accruals 35 102 ( 86 ) Right-of-use assets - finance leases 55 50 44 Cash paid for capital expenditures including deposits $ 943 $ 705 $ 525 Additionally, included within Other investing activities on the Statements of Consolidated Cash Flows are grant reimbursements related to governmental funded capital projects. For the years ended December 31, 2022 and 2021, grant reimbursements were $ 27 million and $ 2 million, respectively. Cash payments (receipts) for interest and income taxes are as follows: Year Ended December 31, (In millions) 2022 2021 2020 Taxes paid on income $ 334 $ 166 $ 5 Income tax refunds ( 3 ) ( 16 ) ( 120 ) Interest paid on debt obligations net of capitalized interest 1 249 299 170 1 Capitalized interest was $ 9 million, $ 6 million and $ 53 million for the years ended December 31, 2022, 2021 and 2020, respectively. 69 | CLF 2022 FORM 10-K Table of Contents Other non-cash investing and financing activities are as follows: Year Ended December 31, (In millions) 2022 2021 2020 1.500% 2025 Convertible Senior Notes redemption $ 25 $ — $ — Fair value of settlement of a pre-existing relationship as part of consideration in connection with FPT Acquisition — ( 20 ) — Fair value of common shares issued as part of consideration in connection with AM USA Transaction — — 990 Fair value of Series B Participating Redeemable Preferred Stock issued as part of consideration in connection with AM USA Transaction — — 738 Fair value of settlement of a pre-existing relationship as part of consideration in connection with AM USA Transaction — — 237 Fair value of common shares issued as consideration in connection with AK Steel Merger — — 618 Fair value of equity awards assumed in connection with AK Steel Merger — — 4 NOTE 3 - ACQUISITIONS In 2020, we acquired two major steelmakers, AK Steel and ArcelorMittal USA, vertically integrating our legacy iron ore business with steel production. In 2021, we also entered into the scrap business with the FPT Acquisition. 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 now have a presence across the entire steel manufacturing process, from mining to pelletizing to the development and production of finished high value steel products. The AK Steel Merger combined Cliffs, a historic producer of iron ore pellets, with AK Steel, a producer of flat-rolled carbon, stainless and electrical steel products, to create a vertically integrated producer of value-added iron ore and steel products. The AM USA Transaction transformed us into a fully-integrated steel enterprise with the size and scale to expand product offerings and improve through-the-cycle margins. The FPT Acquisition provides us a competitive advantage in sourcing prime scrap, a key raw material for our steelmaking facilities. FPT ACQUISITION OVERVIEW On November 18, 2021, pursuant to the FPT Acquisition Agreement, we completed the FPT Acquisition, in which we were the acquirer. Following the FPT Acquisition, the operating results of FPT are included in our consolidated financial statements. For the period subsequent to the FPT Acquisition (November 18, 2021 through December 31, 2021), FPT generated Revenues of $ 153 million and a loss of $ 18 million included within Net income (loss) attributable to Cliffs shareholders, which included $ 22 million related to amortization of the fair value inventory step-up. The fair value of the total purchase consideration was determined as follows: (In millions) Cash consideration: Cash consideration pursuant to the FPT Acquisition Agreement $ 778 Cash consideration paid related to IRC Section 338(h)(10) 23 Total cash consideration 801 Fair value of settlement of a pre-existing relationship ( 20 ) Total purchase consideration $ 781 We made certain elections under Section 338(h)(10) of the IRC with respect to entities acquired in connection with the FPT Acquisition that were finalized during the third quarter of 2022, which changed the final cash consideration. 70 | CLF 2022 FORM 10-K Table of Contents VALUATION ASSUMPTION AND PURCHASE PRICE ALLOCATION The allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed in connection with the FPT Acquisition was based on estimated fair values at November 18, 2021, and was finalized during the quarter ended December 31, 2022. The following is a summary of the purchase price allocation to assets acquired and liabilities assumed in the FPT Acquisition: (In millions) Initial Allocation of Consideration Measurement Period Adjustments Final Allocation of Consideration as of December 31, 2022 Cash and cash equivalents $ 9 $ — $ 9 Accounts receivable, net 233 2 235 Inventories 137 ( 2 ) 135 Other current assets 4 ( 1 ) 3 Property, plant and equipment 179 12 191 Other non-current assets 74 ( 2 ) 72 Accounts payable ( 122 ) — ( 122 ) Accrued employment costs ( 8 ) — ( 8 ) Other current liabilities ( 9 ) 3 ( 6 ) Other non-current liabilities ( 21 ) — ( 21 ) Net identifiable assets acquired 476 12 488 Goodwill 279 14 293 Total net assets acquired $ 755 $ 26 $ 781 The goodwill resulting from the FPT Acquisition primarily represents the incremental benefit of providing substantial access to prime scrap for our vertically integrated steelmaking business, as well as any synergistic benefits to be realized from the FPT Acquisition within our Steelmaking segment. We have $ 296 million in goodwill that is deductible for tax purposes from the FPT Acquisition. The purchase price allocated to identifiable intangible assets acquired was: (In millions) Weighted Average Life (In years) Customer relationships $ 13 15 Supplier relationships 29 18 Trade names and trademarks 7 15 Total identifiable intangible assets $ 49 17 Intangible assets are classified as Other non-current assets on the Statements of Consolidated Financial Position. ACQUISITION OF ARCELORMITTAL USA OVERVIEW On December 9, 2020, pursuant to the terms of the AM USA Transaction Agreement, we purchased ArcelorMittal USA from ArcelorMittal. In connection with the closing of the AM USA Transaction, as contemplated by the terms of the AM USA Transaction Agreement, ArcelorMittal’s former joint venture partner in Kote and Tek exercised its put right pursuant to the terms of the Kote and Tek joint venture agreements. As a result, we purchased all of such joint venture partner’s interests in Kote and Tek. Following the closing of the AM USA Transaction, we own 100% of the interests in Kote and Tek. We incurred acquisition-related costs, excluding severance costs, of $ 3 million and $ 26 million for the years ended December 31, 2021 and 2020, respectively, in connection with the AM USA Transaction, which were recorded in Acquisition-related costs in the Statements of Consolidated Operations. 71 | CLF 2022 FORM 10-K Table of Contents The fair value of the total purchase consideration was determined as follows: (In millions) Fair value of Cliffs common shares issued $ 990 Fair value of Cliffs Series B Participating Redeemable Preferred Stock issued 738 Fair value of settlement of a pre-existing relationship 237 Cash consideration 639 Total purchase consideration $ 2,604 The fair value of Cliffs common shares issued was calculated as follows: Number of Cliffs common shares issued 78,186,671 Closing price of Cliffs common share as of December 9, 2020 $ 12.66 Fair value of Cliffs common shares issued (in millions) $ 990 The fair value of Cliffs Series B Participating Redeemable Preferred Stock issued was calculated as follows: Number of Cliffs Series B Participating Redeemable Preferred Stock issued 583,273 Redemption price per share as of December 9, 2020 $ 1,266 Fair value of Cliffs Series B Participating Redeemable Preferred Stock issued (in millions) $ 738 The fair value of the cash consideration was comprised of the following: (In millions) Cash consideration pursuant to the AM USA Transaction Agreement $ 505 Cash consideration for purchase of the remaining JV partner's interest of Kote and Tek 182 Cash consideration pursuant to working capital adjustments ( 48 ) Total cash consideration $ 639 The cash portion of the purchase price was subject to customary working capital adjustments, and the working capital adjustments were finalized during the second quarter of 2021. We made certain elections under Section 338(h)(10) of the IRC with respect to entities acquired in connection with the AM USA Transaction, which did not change the final cash consideration. The fair value of the settlement of a pre-existing relationship was comprised of the following: (In millions) Accounts receivable $ 97 Freestanding derivative asset from customer supply agreement 140 Total fair value of settlement of a pre-existing relationship $ 237 72 | CLF 2022 FORM 10-K Table of Contents VALUATION ASSUMPTION AND PURCHASE PRICE ALLOCATION The allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed in connection with the AM USA Transaction was based on estimated fair values at December 9, 2020, and was finalized during the quarter ended December 31, 2021. The following is a summary of the purchase price allocation to assets acquired and liabilities assumed in the AM USA Transaction: (In millions) Initial Allocation of Consideration Measurement Period Adjustments Final Allocation Consideration as of December 31, 2021 Cash and cash equivalents $ 35 $ — $ 35 Accounts receivable, net 349 ( 3 ) 346 Inventories 2,115 14 2,129 Other current assets 34 2 36 Property, plant and equipment 4,017 387 4,404 Deferred income taxes — 285 285 Other non-current assets 158 7 165 Accounts payable ( 736 ) 8 ( 728 ) Accrued employment costs ( 271 ) 5 ( 266 ) State and local taxes ( 76 ) — ( 76 ) Other current liabilities ( 453 ) 23 ( 430 ) Pension liability, non-current ( 730 ) — ( 730 ) OPEB liability, non-current ( 2,465 ) — ( 2,465 ) Other non-current liabilities ( 598 ) ( 171 ) ( 769 ) Noncontrolling interest ( 13 ) 21 8 Net identifiable assets acquired 1,366 578 1,944 Goodwill 1,230 ( 570 ) 660 Total net assets acquired $ 2,596 $ 8 $ 2,604 During the period subsequent to the AM USA Transaction, we made certain measurement period adjustments to the acquired assets and liabilities assumed due to clarification of information utilized to determine fair value during the measurement period. The measurement period adjustments related to the revaluation of the Company's previously held equity method investment, which is now being consolidated post-acquisition, resulting in a loss of $ 31 million, within Miscellaneous – net for the year ended December 31, 2021. The goodwill resulting from the acquisition of ArcelorMittal USA primarily represents the growth opportunities in the automotive, construction, appliances, infrastructure and machinery and equipment markets, as well as any synergistic benefits to be realized from the AM USA Transaction, and was assigned to our flat steel operations within our Steelmaking segment. ACQUISITION OF AK STEEL OVERVIEW On March 13, 2020, pursuant to the AK Steel Merger Agreement (Agreement and Plan of Merger, dated as of December 2, 2019, among Cleveland-Cliffs Inc., AK Steel and Merger Sub), we completed the acquisition of AK Steel, in which we were the acquirer. As a result of the AK Steel Merger, each share of AK Steel common stock issued and outstanding immediately prior to the effective time of the AK Steel Merger (other than excluded shares) was converted into the right to receive 0.400 Cliffs common shares and, if applicable, cash in lieu of any fractional Cliffs common shares. We incurred acquisition-related costs, excluding severance costs, of $ 1 million and $ 26 million for the years ended December 31, 2021 and 2020, respectively, in connection with the AK Steel Merger, which were recorded in Acquisition-related costs in the Statements of Consolidated Operations. The fair value of the total purchase consideration was determined as follows: (In millions) Fair value of AK Steel debt $ 914 Fair value of Cliffs common shares issued for AK Steel outstanding common stock 618 Other 3 Total purchase consideration $ 1,535 73 | CLF 2022 FORM 10-K Table of Contents The fair value of Cliffs common shares issued for outstanding shares of AK Steel common stock and with respect to Cliffs common shares underlying converted AK Steel equity awards that vested upon completion of the AK Steel Merger was calculated as follows: (In millions, except per share amounts) Number of shares of AK Steel common stock issued and outstanding 317 Exchange ratio 0.400 Shares of Cliffs common shares issued to AK Steel stockholders 127 Price per share of Cliffs common shares $ 4.87 Fair value of Cliffs common shares issued for outstanding AK Steel common stock $ 618 The fair value of AK Steel's debt included in the consideration was calculated as follows: (In millions) Credit Facility $ 590 7.500% Senior Secured Notes due July 2023 324 Fair value of debt included in consideration $ 914 VALUATION ASSUMPTION AND PURCHASE PRICE ALLOCATION The allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed in connection with the AK Steel Merger was based on estimated fair values at March 13, 2020, and was finalized during the quarter ended March 31, 2021. The following is a summary of the purchase price allocation to assets acquired and liabilities assumed in the AK Steel Merger: (In millions) Initial Allocation of Consideration Measurement Period Adjustments Final Allocation of Consideration as of March 31, 2021 Cash and cash equivalents $ 38 $ 1 $ 39 Accounts receivable, net 666 ( 2 ) 664 Inventories 1,563 ( 243 ) 1,320 Other current assets 68 ( 16 ) 52 Property, plant and equipment 2,184 90 2,274 Deferred income taxes — 69 69 Other non-current assets 475 ( 4 ) 471 Accounts payable ( 636 ) ( 8 ) ( 644 ) Accrued employment costs ( 94 ) 1 ( 93 ) State and local taxes ( 35 ) 4 ( 31 ) Other current liabilities ( 276 ) 2 ( 274 ) Long-term debt ( 1,179 ) — ( 1,179 ) Pension liability, non-current ( 473 ) 10 ( 463 ) OPEB liability, non-current ( 400 ) ( 8 ) ( 408 ) Other non-current liabilities ( 507 ) 72 ( 435 ) Noncontrolling interest — ( 1 ) ( 1 ) Net identifiable assets acquired 1,394 ( 33 ) 1,361 Goodwill 141 33 174 Total net assets acquired $ 1,535 $ — $ 1,535 During the period subsequent to the AK Steel Merger, we made certain measurement period adjustments to the acquired assets and liabilities assumed due to clarification of information utilized to determine fair value during the measurement period. The goodwill resulting from the acquisition of AK Steel was assigned to our downstream Tubular and Tooling and Stamping operating segments. Goodwill is calculated as the excess of the purchase price over the net identifiable assets recognized and primarily represents the growth opportunities in light weighting solutions to automotive customers, as well as any synergistic benefits to be realized. 74 | CLF 2022 FORM 10-K Table of Contents The purchase price allocated to identifiable intangible assets and liabilities acquired was: (In millions) Weighted Average Life (In Years) Intangible assets: Customer relationships $ 77 18 Developed technology 60 17 Trade names and trademarks 11 10 Total identifiable intangible assets $ 148 17 Intangible liabilities: Above-market supply contracts $ ( 71 ) 12 Intangible assets are classified as Other non-current assets on the Statements of Consolidated Financial Position. Intangible liabilities are classified as Other non-current liabilities on the Statements of Consolidated Financial Position. The above-market supply contracts relate to the long-term coke and energy supply agreements with SunCoke Energy, which includes SunCoke Middletown, a consolidated VIE. Refer to NOTE 18 - VARIABLE INTEREST ENTITIES for further information. PRO FORMA RESULTS 2020 ACQUISITIONS The following table provides unaudited pro forma financial information, prepared in accordance with Topic 805, as if ArcelorMittal USA and AK Steel had been acquired as of January 1, 2019: Year Ended (In millions) December 31, 2020 Revenues $ 12,837 Net loss attributable to Cliffs shareholders ( 520 ) The unaudited pro forma financial information has been calculated after applying our accounting policies and adjusting the historical results with pro forma adjustments, net of tax, that assume the 2020 Acquisitions occurred on January 1, 2019. Significant pro forma adjustments include the following: 1. The elimination of intercompany revenues between Cliffs and ArcelorMittal USA and AK Steel of $ 844 million for the year ended December 31, 2020. 2. The 2020 pro forma net loss was adjusted to exclude $ 96 million of non-recurring inventory acquisition accounting adjustments incurred during the year ended December 31, 2020. 3. The elimination of non-recurring transaction costs incurred by Cliffs, AK Steel and ArcelorMittal USA in connection with the 2020 Acquisitions were $ 93 million for the year ended December 31, 2020. 4. The 2020 pro forma net loss was adjusted to exclude restructuring costs of $ 1,820 million of non-recurring costs incurred by ArcelorMittal USA prior to the AM USA Transaction. 5. The 2020 pro forma net loss was adjusted to exclude $ 140 million for the year ended December 31, 2020, for the impact of reversal of the fees charged for management, financial and legal services under the Industrial Franchise Agreement with the former parent. 6. Total other pro forma adjustments included reduced expenses of $ 32 million for the year ended December 31, 2020, primarily due to decreased depreciation expense and pension and OPEB expense, offset partially by increased interest and amortization expense. 7. The income tax impact of pro forma transaction adjustments that affect Net income (loss) attributable to Cliffs shareholders at a statutory rate of 24.3 % resulted in an increased benefit to Income tax benefit (expense) of $ 170 million for the year ended December 31, 2020. FPT ACQUISITION The following table provides unaudited pro forma financial information, prepared in accordance with Topic 805, as if FPT had been acquired as of January 1, 2020: Year Ended December 31, (In millions) 2021 2020 Revenues $ 21,701 $ 13,549 Net income (loss) attributable to Cliffs shareholders 3,074 ( 526 ) 75 | CLF 2022 FORM 10-K Table of Contents The unaudited pro forma financial information has been calculated after applying our accounting policies and adjusting the historical results with pro forma adjustments, net of tax, that assume the FPT Acquisition occurred on January 1, 2020. There were no significant pro forma adjustments for the FPT Acquisition. The unaudited pro forma financial information does not reflect the potential realization of synergies or cost savings, nor does it reflect other costs relating to the integration of the acquired companies. This unaudited pro forma financial information should not be considered indicative of the results that would have actually occurred if the 2020 Acquisitions had been consummated on January 1, 2019, or if the FPT Acquisition had been consummated on January 1, 2020, nor are they indicative of future results. NOTE 4 - 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: Year Ended December 31, (In millions) 2022 2021 2020 Steelmaking: Direct automotive $ 6,661 $ 4,726 $ 2,062 Infrastructure and manufacturing 5,869 5,380 784 Distributors and converters 6,388 7,671 696 Steel producers 3,465 2,124 1,423 Total Steelmaking 22,383 19,901 4,965 Other Businesses: Direct automotive 478 426 329 Infrastructure and manufacturing 52 47 34 Distributors and converters 76 70 26 Total Other Businesses 606 543 389 Total revenues $ 22,989 $ 20,444 $ 5,354 The following table represents our Revenues by product line: Year Ended December 31, (In millions) 2022 2021 2020 Steelmaking: Hot-rolled steel $ 4,529 $ 5,615 $ 386 Cold-rolled steel 3,193 3,186 490 Coated steel 6,905 5,864 1,747 Stainless and electrical steel 2,284 1,622 868 Plate 1,651 1,316 46 Slab and other steel products 1,492 1,247 46 Other 2,329 1,051 1,382 Total steelmaking 22,383 19,901 4,965 Other Businesses: Other 606 543 389 Total revenues $ 22,989 $ 20,444 $ 5,354 76 | CLF 2022 FORM 10-K Table of Contents NOTE 5 - 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, infrastructure and manufacturing, and distributors and converters 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: Year Ended December 31, (In millions) 2022 2021 2020 Revenues: Steelmaking $ 22,383 $ 19,901 $ 4,965 Other Businesses 606 543 389 Total revenues $ 22,989 $ 20,444 $ 5,354 Adjusted EBITDA: Steelmaking $ 3,089 $ 5,280 $ 316 Other Businesses 69 9 47 Eliminations 1 11 ( 12 ) ( 10 ) Total Adjusted EBITDA $ 3,169 $ 5,277 $ 353 1 In 2022, we began allocating Corporate Selling, general and administrative expenses to our operating segments. Prior periods have been adjusted to reflect this change. The Eliminations line now only includes sales between segments. 77 | CLF 2022 FORM 10-K Table of Contents The following table provides a reconciliation of our consolidated Net income (loss) to total Adjusted EBITDA: Year Ended December 31, (In millions) 2022 2021 2020 Net income (loss) $ 1,376 $ 3,033 $ ( 81 ) Less: Interest expense, net ( 276 ) ( 337 ) ( 238 ) Income tax benefit (expense) ( 423 ) ( 773 ) 111 Depreciation, depletion and amortization ( 1,034 ) ( 897 ) ( 308 ) 3,109 5,040 354 Less: EBITDA from noncontrolling interests 1 74 75 56 Gain (loss) on extinguishment of debt ( 75 ) ( 88 ) 130 Acquisition-related expenses and adjustments ( 1 ) ( 197 ) ( 148 ) Asset impairment ( 29 ) — — Other, net ( 29 ) ( 27 ) ( 37 ) Total Adjusted EBITDA $ 3,169 $ 5,277 $ 353 1 EBITDA of noncontrolling interests includes the following: Net income attributable to noncontrolling interests $ 41 $ 45 $ 41 Depreciation, depletion and amortization 33 30 15 EBITDA of noncontrolling interests $ 74 $ 75 $ 56 The following table summarizes our depreciation, depletion and amortization and capital additions by segment: Year Ended December 31, (In millions) 2022 2021 2020 Depreciation, depletion and amortization: Steelmaking $ ( 994 ) $ ( 860 ) $ ( 281 ) Other Businesses ( 40 ) ( 37 ) ( 27 ) Total depreciation, depletion and amortization $ ( 1,034 ) $ ( 897 ) $ ( 308 ) Capital additions 1: Steelmaking $ 997 $ 787 $ 436 Other Businesses 30 52 45 Corporate 6 18 2 Total capital additions $ 1,033 $ 857 $ 483 1 Refer to NOTE 2 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION for additional information. The following summarizes our assets by segment: December 31, (In millions) 2022 2021 Assets: Steelmaking $ 18,070 $ 18,326 Other Businesses 315 306 Total segment assets 18,385 18,632 Corporate/Eliminations 370 343 Total assets $ 18,755 $ 18,975 78 | CLF 2022 FORM 10-K Table of Contents Included in the consolidated financial statements are the following amounts relating to geographic location based on product destination: (In millions) 2022 2021 2020 Revenues: United States $ 20,991 $ 18,881 $ 4,580 Canada 963 803 602 Other countries 1,035 760 172 Total revenues $ 22,989 $ 20,444 $ 5,354 Property, plant and equipment, net: United States $ 8,981 $ 9,092 $ 8,647 Canada 88 93 91 Other countries 1 1 5 Total property, plant and equipment, net $ 9,070 $ 9,186 $ 8,743 NOTE 6 - PROPERTY, PLANT AND EQUIPMENT The following table indicates the carrying value of each of the major classes of our depreciable assets: December 31, (In millions) 2022 2021 Land, land improvements and mineral rights $ 1,388 $ 1,291 Buildings 921 889 Equipment 9,289 8,709 Other 238 229 Construction in progress 552 408 Total property, plant and equipment 1 12,388 11,526 Allowance for depreciation and depletion ( 3,318 ) ( 2,340 ) Property, plant and equipment, net $ 9,070 $ 9,186 1 Includes right-of-use assets related to finance leases of $ 408 million and $ 411 million as of December 31, 2022 and 2021, respectively. We recorded depreciation expense of $ 988 million, $ 848 million and $ 298 million for the years ended December 31, 2022, 2021 and 2020, respectively. Depreciation expense for the year ended December 31, 2022 includes $ 23 million of accelerated depreciation related to the decision to indefinitely idle the coke facility at Middletown Works and $ 68 million of accelerated depreciation related to the indefinite idle of the Indiana Harbor #4 blast furnace. During the year ended December 31, 2022, we announced the permanent closure of Mountain State Carbon, which resulted in a $ 29 million asset impairment charge. The net book value of the mineral and land rights are as follows: December 31, (In millions) 2022 2021 Mineral rights: Cost $ 780 $ 780 Depletion ( 225 ) ( 187 ) Net mineral rights $ 555 $ 593 Land rights $ 434 $ 406 We recorded depletion expense of $ 38 million, $ 46 million and $ 8 million for the years ended December 31, 2022, 2021, and 2020, respectively. 79 | CLF 2022 FORM 10-K Table of Contents NOTE 7 - GOODWILL AND INTANGIBLE ASSETS AND LIABILITIES GOODWILL The following is a summary of Goodwill by segment: December 31, (In millions) 2022 2021 Steelmaking $ 956 $ 942 Other Businesses 174 174 Total goodwill $ 1,130 $ 1,116 The increase of $ 14 million in the balance of Goodwill in our Steelmaking segment as of December 31, 2022, compared to December 31, 2021, is due to the change in estimated identified goodwill as a result of measurement period adjustments to the purchase price allocation for the acquisition of FPT. Refer to NOTE 3 - ACQUISITIONS for further details. INTANGIBLE ASSETS AND LIABILITIES The following is a summary of our intangible assets and liabilities: December 31, 2022 December 31, 2021 (In millions) Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Intangible assets 1 : Customer relationships $ 90 $ ( 13 ) $ 77 $ 95 $ ( 8 ) $ 87 Developed technology 60 ( 10 ) 50 60 ( 6 ) 54 Trade names and trademarks 18 ( 4 ) 14 18 ( 2 ) 16 Mining permits 72 ( 27 ) 45 72 ( 26 ) 46 Supplier relationships 29 ( 1 ) 28 18 — 18 Total intangible assets $ 269 $ ( 55 ) $ 214 $ 263 $ ( 42 ) $ 221 Intangible liabilities 2 : Above-market supply contracts $ ( 71 ) $ 19 $ ( 52 ) $ ( 71 ) $ 14 $ ( 57 ) 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 $ 13 million and $ 10 million for the years ended December 31, 2022 and 2021, respectively. Estimated future amortization expense related to intangible assets is $ 13 million annually for the years 2023 through 2027. Income from amortization related to intangible liabilities was $ 5 million and $ 7 million for the years ended December 31, 2022 and 2021, respectively. Estimated future amortization income related to the intangible liabilities is $ 5 million annually for the years 2023 through 2027. 80 | CLF 2022 FORM 10-K Table of Contents NOTE 8 - DEBT AND CREDIT FACILITIES The following represents a summary of our long-term debt: (In Millions) Debt Instrument Issuer 1 Annual Effective Interest Rate December 31, 2022 December 31, 2021 Senior Secured Notes: 9.875 % 2025 Senior Secured Notes Cliffs 10.57 % $ — $ 607 6.750 % 2026 Senior Secured Notes Cliffs 6.99 % 829 845 Senior Unsecured Notes: 1.500 % 2025 Convertible Senior Notes Cliffs 6.26 % — 294 7.000 % 2027 Senior Notes Cliffs 9.24 % 73 73 7.000 % 2027 AK Senior Notes AK Steel 9.24 % 56 56 5.875 % 2027 Senior Notes Cliffs 6.49 % 556 556 4.625 % 2029 Senior Notes Cliffs 4.63 % 368 500 4.875 % 2031 Senior Notes Cliffs 4.88 % 325 500 6.250 % 2040 Senior Notes Cliffs 6.34 % 235 263 IRBs AK Steel Various — 66 ABL Facility 3 Cliffs 2 Variable 3 1,864 1,609 Total debt 4,306 5,369 Unamortized discounts and issuance costs ( 57 ) ( 131 ) Total long-term debt $ 4,249 $ 5,238 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 5.60 % and 1.87 %, respectively, as of December 31, 2022 and December 31, 2021. OUTSTANDING SENIOR SECURED NOTES The 6.750 % 2026 Senior Secured Notes bear interest at a rate of 6.750 % per annum, payable semi-annually in arrears on March 15 and September 15 of each year. The 6.750 % 2026 Senior Secured Notes will mature on March 15, 2026. The 6.750 % 2026 Senior Secured Notes are jointly and severally and fully and unconditionally guaranteed on a senior secured basis by substantially all of our material domestic subsidiaries and are secured (subject in each case to certain exceptions and permitted liens) by (i) a first-priority lien, on substantially all of our assets and the assets of the guarantors, other than the ABL Collateral (as defined below), and (ii) a second-priority lien on the ABL Collateral, which is junior to a first-priority lien for the benefit of the lenders under our ABL Facility. We may redeem the 6.750 % 2026 Senior Secured Notes in whole or in part, at any time at our option upon not less than 30, and not more than 60, days' prior notice sent to the holders of the 6.750% 2026 Senior Secured Notes. The 6.750% 2026 Senior Secured Notes became redeemable on March 15, 2022 at a redemption price equal to 105.063 % of the principal amount thereof, and decrease to 103.375 % on March 15, 2023, 101.688 % on March 15, 2024 and are redeemable at par beginning on March 15, 2025. In each case, we pay the redemption 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 % 2026 Senior Secured Notes, we will be required to offer to purchase 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 purchase. The terms of the 6.750 % 2026 Senior Secured Notes contain certain customary covenants; however, there are no financial covenants. 81 | CLF 2022 FORM 10-K Table of Contents OUTSTANDING SENIOR UNSECURED NOTES CLEVELAND-CLIFFS INC. UNSECURED SENIOR NOTES The following represents a summary of our other unsecured senior notes' maturity and interest payable due dates: Debt Instrument Maturity Interest Payable (until maturity) 7.000% 2027 Senior Notes March 15, 2027 March 15 and September 15 5.875% 2027 Senior Notes June 1, 2027 June 1 and December 1 4.625% 2029 Senior Notes March 1, 2029 March 1 and September 1 4.875% 2031 Senior Notes March 1, 2031 March 1 and September 1 6.250% 2040 Senior Notes October 1, 2040 April 1 and October 1 The senior notes are unsecured obligations and rank equally in right of payment with all our other existing and future unsecured and unsubordinated indebtedness. The 7.000% 2027 Senior Notes, 5.875% 2027 Senior Notes, 4.625% 2029 Senior Notes and 4.875% 2031 Senior Notes are guaranteed on a senior unsecured basis by our material direct and indirect wholly owned domestic subsidiaries and, therefore, are structurally senior to any of our existing and future indebtedness that is not guaranteed by such guarantors and are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the notes. There are no subsidiary guarantees of the interest and principal amounts for the 6.250% 2040 Senior Notes. The 7.000 % 2027 Senior Notes may be redeemed, in whole or in part, at any time at our option upon not less than 30, and not more than 60 days' prior notice sent to the holders. The 7.000% 2027 Senior Notes became redeemable on March 15, 2022 at a redemption price equal to 103.500 % of the principal amount thereof, and decrease to 102.333 % on March 15, 2023, 101.167 % on March 15, 2024 and are redeemable at par beginning on March 15, 2025. In each case, we pay the redemption premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption. The 5.875 % 2027 Senior Notes became redeemable on June 1, 2022 at a redemption price equal to 102.938 % of the principal amount thereof, and decrease to 101.958 % on June 1, 2023, 100.979 % on June 1, 2024 and are redeemable at par beginning on June 1, 2025. In each case, we pay the redemption premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption. The 4.625 % 2029 Senior Notes may be redeemed, in whole or in part, on not less than 10, nor more than 60, days’ prior notice sent to the holders of the notes. The 4.625% 2029 Senior Notes are redeemable prior to March 1, 2024, 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 4.625% 2029 Senior Notes prior to March 1, 2024 at a redemption price equal to 104.625 % of the principal amount thereof with the net cash proceeds of one or more equity offerings. The 4.625% 2029 Senior Notes are redeemable beginning on March 1, 2024, at a redemption price equal to 102.313 % of the principal amount thereof, decreasing to 101.156 % on March 1, 2025 and are redeemable at par beginning on March 1, 2026. In each case, we pay the redemption and "make-whole" premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption. The 4.875 % 2031 Senior Notes may be redeemed, in whole or in part, on not less than 10, nor more than 60, days’ prior notice sent to the holders of the notes. The 4.875% 2031 Senior Notes are redeemable prior to March 1, 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 4.875% 2031 Senior Notes prior to March 1, 2026 at a redemption price equal to 104.875 % of the principal amount thereof with the net cash proceeds of one or more equity offerings. The 4.875% 2031 Senior Notes are redeemable beginning on March 1, 2026, at a redemption price equal to 102.438 % of the principal amount thereof, decreasing to 101.625 % on March 1, 2027, 100.813 % on March 1, 2028 and are redeemable at par beginning on March 1, 2029. In each case, we pay the redemption and "make-whole" premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption. The 6.250 % 2040 Senior Notes may be redeemed any time at our option upon not less than 30, nor more than 60, days' prior notice is sent to the holders. The 6.250% 2040 Senior Notes are redeemable at a redemption price equal to the greater of (1) 100 % of the principal amount of the notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed, discounted to the redemption date on a semi-annual basis at the treasury rate plus 40 basis points, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. In addition, if a change of control triggering event, as defined in the applicable indenture, occurs with respect to the unsecured notes, we will be required to offer to purchase the notes of the applicable series at a purchase price equal to 101 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of purchase. The terms of the unsecured notes contain certain customary covenants; however, there are no financial covenants. AK STEEL CORPORATION UNSECURED SENIOR NOTES As of December 31, 2022, AK Steel had outstanding a total of $ 56 million aggregate principal amount of 7.000% 2027 AK Senior Notes. These senior notes are unsecured obligations and rank equally in right of payment with AK Steel's guarantees of Cliffs' unsecured and unsubordinated indebtedness. These notes contain no financial covenants. 82 | CLF 2022 FORM 10-K Table of Contents The 7.000 % 2027 AK Senior Notes may be redeemed, in whole or in part, at any time at our option upon not less than 30, and not more than 60, days' prior notice sent to the holders. The 7.000% 2027 AK Senior Notes became redeemable on March 15, 2022 at a redemption price equal to 103.500 % of the principal amount thereof, and decrease to 102.333 % on March 15, 2023, 101.167 % on March 15, 2024 and are redeemable at par beginning on March 15, 2025. In each case, we pay the redemption premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption. ABL FACILITY We have an ABL Facility which provides for up to $ 4.5 billion in borrowings, including a $ 555 million sublimit for the issuance of letters of credit and a $ 200 million sublimit for swingline loans. The ABL Facility will mature upon the earlier of March 13, 2025 or 91 days prior to the maturity of certain other material debt. Availability under the ABL Facility is limited to an eligible borrowing base, as applicable, determined by applying customary advance rates to eligible accounts receivable, inventory and certain mobile equipment. The ABL Facility and certain bank products and hedge obligations are guaranteed by certain of our existing wholly owned U.S. subsidiaries and are required to be guaranteed by certain of our future U.S. subsidiaries. Amounts outstanding under the ABL Facility are secured by (i) a first-priority security interest in the accounts receivable and other rights to payment, inventory, as-extracted collateral, certain investment property, deposit accounts, securities accounts, certain general intangibles and commercial tort claims, certain mobile equipment, commodities accounts and other related assets of ours, the other borrowers and the guarantors, and proceeds and products of each of the foregoing (collectively, the “ABL Collateral”) and (ii) a second-priority security interest in substantially all of our assets and the assets of the other borrowers and the guarantors other than the ABL Collateral. Borrowings under the ABL Facility bear interest, at our option, at a base rate or, if certain conditions are met, a LIBOR rate, in each case, plus an applicable margin. We may amend our ABL Facility to replace the LIBOR rate with one or more secured overnight financing based rates or an alternative benchmark rate, giving consideration to any evolving or then-existing convention for similar dollar denominated syndicated credit facilities for such alternative benchmarks. If we do not amend or replace the ABL Facility, the ABL Facility provides a mechanism to automatically transition to a SOFR-based benchmark when all U.S. dollar LIBOR settings are no longer provided or are no longer representative. The ABL Facility contains customary representations and warranties and affirmative and negative covenants including, among others, covenants regarding the maintenance of certain financial ratios if certain conditions are triggered, covenants relating to financial reporting, covenants relating to the payment of dividends on, or purchase or redemption of, our capital stock, covenants relating to the incurrence or prepayment of certain debt, covenants relating to the incurrence of liens or encumbrances, covenants relating to compliance with laws, covenants relating to transactions with affiliates, covenants relating to mergers and sales of all or substantially all of our assets and limitations on changes in the nature of our business. As of December 31, 2022 and 2021, 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 ABL Facility provides for customary events of default, including, among other things, the event of nonpayment of principal, interest, fees or other amounts, a representation or warranty proving to have been materially incorrect when made, failure to perform or observe certain covenants within a specified period of time, a cross-default to certain material indebtedness, the bankruptcy or insolvency of the Company and certain of its subsidiaries, monetary judgment defaults of a specified amount, invalidity of any loan documentation, a change of control of the Company, and ERISA defaults resulting in liability of a specified amount. If an event of default exists (beyond any applicable grace or cure period), the administrative agent may, and at the direction of the requisite number of lenders shall, declare all amounts owing under the ABL Facility immediately due and payable, terminate such lenders’ commitments to make loans under the ABL Facility and/or exercise any and all remedies and other rights under the ABL Facility. For certain events of default related to insolvency and receivership, the commitments of the lenders will be automatically terminated and all outstanding loans and other amounts will become immediately due and payable. The following represents a summary of our borrowing capacity under the ABL Facility: December 31, (In millions) 2022 Available borrowing base on ABL Facility 1 $ 4,500 Borrowings ( 1,864 ) Letter of credit obligations 2 ( 150 ) Borrowing capacity available $ 2,486 1 As of December 31, 2022, the ABL Facility has a maximum available borrowing base of $ 4.5 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, employee severance, insurance, operating agreements and environmental obligations. 83 | CLF 2022 FORM 10-K Table of Contents DEBT EXTINGUISHMENTS - 2022 On January 18, 2022, we redeemed all of our outstanding 1.500% 2025 Convertible Senior Notes through a combination settlement, with the aggregate principal amount of $ 294 million paid in cash, and 24 million common shares, with a fair value of $ 499 million, delivered to noteholders in settlement of the premium due per the terms of the indenture, plus cash in respect of the accrued and unpaid interest on the 1.500% 2025 Convertible Senior Notes to, but not including, the redemption date per the terms of the indenture. During the year ended December 31, 2022, we redeemed all $ 607 million remaining aggregate principal amount outstanding of our 9.875% 2025 Senior Secured Notes and all $ 66 million aggregate principal amount outstanding of the IRBs with available liquidity. Additionally, during the year ended December 31, 2022, we repurchased $ 351 million in aggregate principal amount of our outstanding senior notes of various tranches with available liquidity at an average price of 92 % of par. The following is a summary of the debt extinguished and the respective impact on extinguishment: Year Ended December 31, 2022 (In millions) Debt Extinguished Gain (Loss) on Extinguishment 9.875% 2025 Senior Secured Notes $ 607 $ ( 85 ) 6.750% 2026 Senior Secured Notes 16 ( 1 ) 1.500% 2025 Convertible Senior Notes 294 ( 16 ) 4.625% 2029 Senior Notes 132 9 4.875% 2024 Senior Secured Notes 175 13 6.250% 2040 Senior Notes 28 3 IRBs 66 2 Total $ 1,318 $ ( 75 ) DEBT MATURITIES The following represents a summary of our debt instrument maturities based on the principal amounts outstanding at December 31, 2022 (in millions): 2023 2024 2025 2026 2027 Thereafter Total $ — $ — $ 1,864 $ 829 $ 685 $ 928 $ 4,306 NOTE 9 - 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. DEFINED BENEFIT PENSION PLANS The defined benefit pension plans are largely noncontributory and limited in participation. Most plans are closed to new participants with only the legacy iron ore hourly and salaried plans still open. The pension benefit calculations vary by plan but are generally based on employees' years of service and compensation or a fixed rate and years of service. Certain salaried plans calculate benefits using a cash balance formula, which earns interest credits and allocations based on a percent of pay. OPEB PLANS We offer postretirement health care and life insurance benefits to retirees through various funded and unfunded plans. The vast majority of our plans are closed to new participants. In lieu of retiree medical coverage, many union-represented employees receive a 401(k) contribution per hour worked to a restricted Retiree Health Care Account. Cost sharing features between the employer and retiree vary by plan and several plans include employer caps. Retiree healthcare coverage is provided through programs administered by insurance companies whose charges are based on benefits paid. Certain labor agreements require the funding of VEBAs, which, depending on funding levels, may be used to reimburse the employer for paid benefits. USW LABOR AGREEMENTS On September 30, 2022, a new 47-month labor agreement with the USW was ratified. The contract became effective on October 1, 2022, and covers approximately 2,000 USW-represented employees at our United Taconite, Hibbing Taconite, Tilden and Empire mines. For the affected defined benefit pension plans, we agreed to increase the pre-2023 service multiplier to $ 115 and the service multiplier applicable to service beginning in 2023 to $ 126 for retirements after January 1, 2023. For the affected OPEB plans, we introduced a new Medicare Advantage plan to the Medicare-eligible retirees. Effective January 1, 2023, all Medicare-eligible retirees covered under this agreement will switch to this plan. The Medicare Advantage plan will offer similar benefits to the previous healthcare plan but will have significantly lower premiums due to increased government subsidies and our successful use of scale to negotiate better healthcare rates with our vendors. 84 | CLF 2022 FORM 10-K Table of Contents On October 12, 2022, a new 4-year labor agreement with the USW, covering 12,000 USW-represented employees at 13 operating locations, was ratified. For the affected defined benefit pension plans, we agreed to increase the pre-2023 service multiplier to $ 115 and the service multiplier applicable to service beginning in 2023 to $ 126 for retirements after January 1, 2023. For the affected OPEB plans, we implemented a cap on healthcare costs for employees retiring after January 1, 2026. Separate from the labor agreements, we negotiated favorable Medicare Advantage Prescription Drug healthcare rates, which will go into effect January 1, 2023. Additionally, we paused the contribution requirement to the Cleveland-Cliffs Steel LLC VEBA based on earnings for the remainder of the labor agreement with the USW, which expires in September of 2026. Additionally, we increased our contribution rate to the Steelworkers Pension Trust by $ 0.50 to $ 4.00 per eligible hour with both agreements. The increase was effective November 1, 2022. These labor agreements triggered interim remeasurements on their ratification dates. All affected plans were remeasured again at December 31, 2022. OBLIGATIONS AND FUNDED STATUS The following tables and information provide additional disclosures: (In millions) Pension Benefits OPEB Change in benefit obligations: 2022 2021 2022 2021 Benefit obligations — beginning of year $ 6,036 $ 6,565 $ 3,254 $ 3,757 Service cost 45 56 35 51 Interest cost 144 103 72 74 Plan amendments 122 — ( 163 ) 8 Actuarial gain ( 1,236 ) ( 131 ) ( 1,781 ) ( 456 ) Benefits paid ( 431 ) ( 456 ) ( 232 ) ( 227 ) Participant contributions — — 47 47 Effect of settlement ( 34 ) ( 101 ) — — Other — — 1 — Benefit obligations — end of year $ 4,646 $ 6,036 $ 1,233 $ 3,254 Change in plan assets: Fair value of plan assets — beginning of year $ 5,606 $ 5,332 $ 812 $ 783 Actual return on plan assets ( 809 ) 668 ( 97 ) 29 Participant contributions — — 47 47 Employer contributions 6 163 198 180 Benefits paid ( 431 ) ( 456 ) ( 232 ) ( 227 ) Effect of settlement ( 34 ) ( 101 ) — — Fair value of plan assets — end of year $ 4,338 $ 5,606 $ 728 $ 812 Funded status $ ( 308 ) $ ( 430 ) $ ( 505 ) $ ( 2,442 ) Amounts recognized in Statements of Financial Position: Non-current assets $ 195 $ 153 $ 161 $ 71 Current liabilities ( 30 ) ( 5 ) ( 81 ) ( 130 ) Non-current liabilities ( 473 ) ( 578 ) ( 585 ) ( 2,383 ) Total amount recognized $ ( 308 ) $ ( 430 ) $ ( 505 ) $ ( 2,442 ) Amounts recognized in accumulated other comprehensive loss (income): Net actuarial gain $ ( 361 ) $ ( 286 ) $ ( 1,996 ) $ ( 392 ) Prior service cost (credit) 121 5 ( 156 ) 4 Net amount recognized $ ( 240 ) $ ( 281 ) $ ( 2,152 ) $ ( 388 ) The accumulated benefit obligation for all defined benefit pension plans was $ 4,628 million and $ 6,013 million at December 31, 2022 and 2021, respectively. 85 | CLF 2022 FORM 10-K Table of Contents COMPONENTS OF NET PERIODIC BENEFIT COST (CREDIT) Pension Benefits OPEB (In millions) 2022 2021 2020 2022 2021 2020 Service cost $ 45 $ 56 $ 23 $ 35 $ 51 $ 8 Interest cost 144 103 64 72 74 19 Expected return on plan assets ( 355 ) ( 359 ) ( 140 ) ( 37 ) ( 40 ) ( 20 ) Amortization: Net actuarial loss (gain) 13 32 27 ( 43 ) 3 3 Prior service costs (credits) 5 1 1 ( 3 ) ( 2 ) ( 2 ) Settlements ( 8 ) ( 22 ) ( 6 ) — — — Net periodic benefit cost (credit) $ ( 156 ) $ ( 189 ) $ ( 31 ) $ 24 $ 86 $ 8 For 2023, we estimate net periodic benefit cost (credit) as follows: (In millions) Defined benefit pension plans $ ( 29 ) OPEB plans ( 130 ) Total $ ( 159 ) COMPONENTS OF OTHER COMPREHENSIVE LOSS (INCOME) The following includes details on the significant actuarial losses (gains) impacting the benefit obligation and other components of other comprehensive loss (income): Pension Benefits OPEB (In millions) 2022 2021 2022 2021 Discount rates $ ( 1,143 ) $ ( 224 ) $ ( 441 ) $ ( 117 ) Demographic updates ( 102 ) 76 ( 7 ) 3 Mortality 17 19 — 13 Per capita healthcare costs 1 — — ( 1,328 ) ( 350 ) Other ( 8 ) ( 2 ) ( 5 ) ( 5 ) Actuarial gain on benefit obligation ( 1,236 ) ( 131 ) ( 1,781 ) ( 456 ) Actual returns on assets under (over) expected 1,165 ( 309 ) 134 11 Amortization of net actuarial gain (loss) ( 13 ) ( 32 ) 43 ( 3 ) Amortization of prior service credits (costs) ( 5 ) ( 1 ) 3 2 Settlements 8 22 — — Plan amendments 2 122 — ( 163 ) 8 Total recognized in other comprehensive loss (income) $ 41 $ ( 451 ) $ ( 1,764 ) $ ( 438 ) 1 The gain in per capita healthcare costs in 2022 relating to our OPEB plans is primarily due to the negotiation of favorable Medicare Advantage Prescription Drug healthcare rates, which will go into effect January 1, 2023. Additionally, we expanded the Medicare Advantage program to retirees on some of our other plans which added additional savings. The negotiated rates extend through 2025. 2 The plan amendment loss related to our pension plans is attributable to the increase to the pre-2023 service multiplier to $ 115 and the service multiplier applicable to service beginning in 2023 to $ 126 for retirements after January 1, 2023. The plan amendment gain related to our OPEB plans is attributable to the implementation of a cap on healthcare costs for employees retiring after January 1, 2026 on one of our Cleveland-Cliffs Steel LLC plans as well as the extension of the Medicare Advantage offering to plans that previously didn't have the program. 86 | CLF 2022 FORM 10-K Table of Contents CONTRIBUTIONS We make both required and discretionary pension contributions. Required contributions are based on minimum funding requirements pursuant to ERISA regulations. Funded OPEB plans are not subject to minimum regulatory funding requirements, but rather amounts are contributed pursuant to bargaining agreements. Contributions toward unfunded OPEB plans are payments made directly from corporate assets. Company contributions and payments we expect to make in 2023, and made in 2022 and 2021 are as follows: Pension Benefits 1 OPEB (In millions) VEBA 2 Direct Payments Total 2021 $ 163 $ 67 $ 113 $ 180 2022 6 85 113 198 2023 (Expected) 32 — 73 73 1 The 2021 pension contributions include $ 118 million in deferred 2020 pension contributions in connection with the CARES Act that were paid on January 4, 2021. 2 Pursuant to the applicable bargaining agreements, benefits can be paid from certain VEBAs that are at least 70% funded (all VEBAs were over 70% funded at December 31, 2022). Certain agreements with plans holding VEBA assets have capped healthcare costs. For the Cleveland-Cliffs Steel LLC VEBA, we are required to make contributions based on earnings, and we may withdraw money from the VEBA plan to the extent funds are available for costs in excess of the cap. VEBA withdrawals are represented net of direct payments. There will be no further contributions to the Cleveland-Cliffs Steel LLC VEBA based on earnings for the remainder of labor agreement with the USW which expires September of 2026. ESTIMATED FUTURE BENEFIT PAYMENTS (In millions) Pension Benefits OPEB 1 2023 $ 502 $ 115 2024 450 110 2025 428 103 2026 421 99 2027 410 96 2028-2032 1,826 451 1 OPEB benefit payments are displayed net of participant contributions. ASSUMPTIONS The discount rates used to measure plan liabilities as of the December 31 measurement date are determined individually for each plan. The discount rates are determined by matching the projected cash flows used to determine the plan liabilities to a projected yield curve of high-quality corporate bonds available at the measurement date. Discount rates for expense are calculated using the granular approach for each plan. Depending on the plan, we use either company-specific base mortality tables or tables issued by the Society of Actuaries. For tables issued by the Society of Actuaries, we use Pri-2012 mortality tables with adjustments for blue collar, white collar or no collar depending on the plan. Mortality is projected for all plans using Scale MP-2021 with generational projection for both years. The following represents weighted-average assumptions used to determine benefit obligations: Pension Benefits OPEB December 31, December 31, 2022 2021 2022 2021 Discount rate 5.47 % 2.75 % 5.52 % 3.01 % Interest crediting rate 5.39 5.35 N/A N/A Compensation rate increase 3.00 2.52 3.00 3.00 87 | CLF 2022 FORM 10-K Table of Contents The following represents weighted-average assumptions used to determine net benefit cost: Pension Benefits OPEB December 31, December 31, 2022 2021 2020 2022 2021 2020 Obligation discount rate 3.21 % 2.32 % 3.02 % 3.33 % 2.46 % 3.28 % Service cost discount rate 3.49 2.78 3.34 3.91 3.28 3.35 Interest cost discount rate 2.75 1.64 2.53 3.01 2.04 2.51 Interest crediting rate 5.39 5.35 5.50 N/A N/A N/A Expected return on plan assets 6.87 6.84 7.69 4.86 5.20 6.82 Compensation rate increase 2.74 2.54 2.56 3.00 3.00 3.00 The following represents assumed weighted-average health care cost trend rates: December 31, 2022 2021 Health care cost trend rate assumed for next year 1 5.44 % 2.36 % Ultimate health care cost trend rate 4.50 % 4.50 % Year that the ultimate rate is reached 2030 2031 1 The health care trend rate for the next year is weighted for all of our OPEB plans and factors in our Medicare Advantage Prescription Drug pricing arrangements. PLAN ASSETS Our investment objectives with respect to our pension and OPEB assets are to maximize investment returns within reasonable and prudent levels of risk and maintain sufficient liquidity to meet benefit obligations over the life of each plan. The asset allocations are tailored to each individual plan and are determined by analyzing each plan's duration of benefit obligations, funded status and risk profile. Our investment strategy utilizes a broad mix of equity, fixed income and alternative investments to generate returns and manage risk. Equity investments are diversified across large-cap, mid-cap and small-cap companies located in the U.S. and worldwide, with a bias towards U.S. companies. Fixed income investments primarily include corporate bonds and government debt securities, which are generally customized based on a plan's obligation duration. To enhance our diversification, we also invest in hedge funds, private equity, structured credit, real estate and absolute return fixed income. We review investment performance, asset allocations and policy compliance on a quarterly basis. In the fourth quarter of 2022, we increased our fixed income allocation for one of our more mature pension plans, which totaled $ 1.2 billion on December 31, 2022. We also transitioned $ 2.9 billion of pension and OPEB assets to be managed by an external investment advisor in a delegated manner. Due to the timing of this transition, the 2023 target allocation will not match our actual December 31, 2022 asset mix, as the investment strategy will require us to start reallocating assets in the first quarter of 2023. The anticipated changes in our asset allocation will be reflected in our 2023 expected return on assets. The expected return on plan assets are calculated on a plan-by-plan basis and take into account each plan's strategic asset allocation. The calculation of rates by asset class are based primarily on our future expected returns and take into consideration the duration of the cash flows, active management and fees. 88 | CLF 2022 FORM 10-K Table of Contents Assets for OPEB plans include VEBA trusts pursuant to bargaining agreements that are available to fund retired employees’ life insurance obligations and medical benefits. The following table reflects the actual asset allocations for pension and VEBA assets as of December 31, 2022 and 2021, as well as the 2023 weighted average target asset allocations: Pension Assets VEBA Assets Asset Category 2023 Target Allocation Actual Asset Allocation at December 31, 2023 Target Allocation Actual Asset Allocation at December 31, 2022 2021 2022 2021 Equity securities 33.3 % 36.1 % 47.6 % 21.9 % 22.0 % 22.5 % Fixed income 41.6 40.9 34.6 73.7 67.4 66.4 Hedge funds 9.2 2.7 2.2 2.2 1.9 1.8 Private equity 3.3 3.3 2.7 — — — Structured credit 2.6 6.9 5.6 1.1 1.2 1.2 Real estate 10.0 8.2 5.6 1.1 1.7 2.1 Absolute return fixed income — 1.9 1.7 — 5.8 6.0 Total 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % FAIR VALUE MEASUREMENTS Investments classified as Level 1 primarily include equity investments and fixed income mutual funds that are based on observable quoted market prices on an active exchange. Fixed income investments classified as Level 2 include U.S. Treasury STRIPS which are priced daily through a bond pricing vendor as well as corporate bonds, mortgage-backed securities and non-US bonds which have valuations based on their bid-ask spreads or quoted prices of securities with similar characteristics. Hedge funds, private equity, structured credit and real estate investments are classified as Level 3 due to the absence of quoted market prices and inherent lack of liquidity. These investments are generally valued at estimated fair value based on financial inputs from our investment advisors, investment managers or third party appraisers. Investment commitments are made in private equity funds and capital calls are made over the life of the funds to fund the commitments. As of December 31, 2022, remaining commitments for our private equity investments total $ 117 million for our pension and OPEB plans. Committed amounts are funded from plan assets when capital calls are made. As a practical expedient, in accordance with ASC 820-10, certain investments that are measured at fair value using the NAV per share have not been classified in the fair value hierarchy below. NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by its number of shares outstanding. The fair value of our pension assets by asset category is as follows: (In millions) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Investments Measured at Net Asset Value Total Asset Category 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 Equity securities: U.S. equities $ 564 $ 1,157 $ — $ — $ — $ — $ 569 $ 775 $ 1,133 $ 1,932 Global equities 328 617 — — — — 106 117 434 734 Fixed income: U.S. government securities 1 87 140 380 310 — — 63 50 530 500 U.S. corporate bonds 574 502 266 371 — — 373 503 1,213 1,376 Non U.S. and other bonds — — 32 66 — — — — 32 66 Hedge funds — — — — 115 125 — — 115 125 Private equity — — — — 143 151 — — 143 151 Structured credit — — — — 298 315 — — 298 315 Real estate — — — — 356 313 — — 356 313 Absolute return fixed income — — — — — — 84 94 84 94 Total $ 1,553 $ 2,416 $ 678 $ 747 $ 912 $ 904 $ 1,195 $ 1,539 $ 4,338 $ 5,606 1 Includes cash equivalents. 89 | CLF 2022 FORM 10-K Table of Contents The fair value of our VEBA assets by asset category is as follows: (In millions) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Investments Measured at Net Asset Value Total Asset Category 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 Equity securities: U.S. equities $ 24 $ 26 $ — $ — $ — $ — $ 89 $ 103 $ 113 $ 129 Global equities 5 6 — — — — 42 48 47 54 Fixed income: U.S. government securities 1 149 111 79 80 — — — — 228 191 U.S. corporate bonds 146 219 117 129 — — — — 263 348 Hedge funds — — — — 14 15 — — 14 15 Private equity — — — — — — — — — — Structured credit — — — — 9 10 — — 9 10 Real estate — — — — 12 17 — — 12 17 Absolute return fixed income — — — — — — 42 48 42 48 Total $ 324 $ 362 $ 196 $ 209 $ 35 $ 42 $ 173 $ 199 $ 728 $ 812 1 Includes cash equivalents. The following represents the fair value measurements of changes in plan assets using significant unobservable inputs (Level 3): Pension Assets VEBA Assets (In millions) 2022 2021 2022 2021 Beginning balance — January 1 $ 904 $ 670 $ 42 $ 38 Actual return on plan assets: Relating to assets still held at the reporting date ( 6 ) 124 1 6 Relating to assets sold during the period 15 8 1 — Purchases 28 142 — — Sales ( 29 ) ( 40 ) ( 9 ) ( 2 ) Acquired through business combinations — — — — Ending balance — December 31 $ 912 $ 904 $ 35 $ 42 DEFINED CONTRIBUTION PLANS Most employees are eligible to participate in various defined contribution plans. Certain of these plans have features with matching contributions or other Company contributions based on our financial results. Company contributions to these plans are expensed as incurred. Total expense from these plans was $ 52 million, $ 55 million and $ 22 million in 2022, 2021 and 2020, respectively. MULTlEMPLOYER PLANS We contribute to multiemployer pension plans according to collective bargaining agreements that cover certain union-represented employees. The risks of participating in these multiemployer plans are different from the risks of participating in single-employer pension plans in the following respects: • Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. • If a participating employer stops contributing to a multiemployer plan, the unfunded obligations of the plan may be borne by the remaining participating employers. • If the multiemployer plan becomes significantly underfunded or is unable to pay its benefits, we may be required to contribute additional amounts in excess of the rate required by the collective bargaining agreements. • If we choose to stop participating in a multiemployer plan, we may be required to pay that plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability. 90 | CLF 2022 FORM 10-K Table of Contents Information with respect to multiemployer plans in which we participate follows: Pension Fund EIN/Pension Plan Number Pension Protection Act Zone Status 1 FIP/RP Status Pending/Implemented 2 Contributions Surcharge Imposed 3 Expiration Date of Collective Bargaining Agreement 4 2022 2021 2022 2021 2020 Steelworkers Pension Trust 23-6648508/ 499 Green Green No $ 93 $ 88 $ 14 No 4/1/2025 to 9/1/2026 IAM National Pension Fund’s National Pension Plan 51-6031295/ 002 Red Red Yes 22 16 16 Yes 5/15/2023 to 6/15/2025 Other Plans 5 — — — Total $ 115 $ 104 $ 30 1 The most recent Pension Protection Act zone status available in 2022 and 2021 is for each plan's year-end at December 31, 2021 and 2020. The plan's actuary certifies the zone status. Generally, plans in the red zone are less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded. The IAM National Pension Fund's National Pension Plan voluntarily elected to place itself in the "Red Zone" in April 2019 and has implemented a rehabilitation plan to address its underfunded status. Additional contributions will be required as part of the rehabilitation plan until the plan exits the "Red Zone". 2 The "FIP/RP Status Pending/Implemented" column indicates plans for which a financial improvement plan or a rehabilitation plan is either pending or has been implemented, as defined by ERISA. 3 The surcharge represents an additional required contribution due as a result of the critical funding status of the plan. 4 We are a party to six collective bargaining agreements that require contributions to the Steelworkers Pension Trust and three collective bargaining agreements that require contributions to the IAM National Pension Fund's National Pension Plan. 5 Plans that are not individually significant to our Company are presented in aggregate. With the ratification of our USW labor agreements in 2022, we increased our contribution rate to the Steelworkers Pension Trust by $ 0.50 to $ 4.00 per eligible hour. The increase was effective November 1, 2022. We are one of the largest contributors to the Steelworkers Pension Trust. Our contributions exceeded 5% of total combined contributions in 2022 and 2021. As of January 1, 2022 (the last date for which we have information), the Steelworkers Pension Trust had a total actuarial liability of $ 6,170 million and assets with a market value of $ 6,871 million, for a funded ratio of about 111 %. NOTE 10 - STOCK COMPENSATION PLANS At December 31, 2022, we had outstanding awards under three share-based compensation plans: the 2021 Equity Plan, the A&R 2015 Equity Plan and the 2012 Amended Equity Plan. On April 28, 2021, our shareholders approved the 2021 Equity Plan, which succeeded the A&R 2015 Equity Plan and made available 26.0 million new common shares plus 2.5 million shares remaining available under the A&R 2015 Equity Plan. As of December 31, 2022, there were 25.0 million remaining shares available for grant under the 2021 Equity Plan. No additional grants were issued from the 2012 Amended Equity Plan or the A&R 2015 Equity Plan after the date of approval of the 2021 Equity Plan; however, all awards previously granted under the predecessor plans will continue in accordance with the terms of the outstanding awards. 91 | CLF 2022 FORM 10-K Table of Contents STOCK-BASED COMPENSATION EXPENSE The following table summarizes the total compensation expense recognized for stock-based compensation awards: Year Ended December 31, (In millions, except per share amounts) 2022 2021 2020 Cost of goods sold $ ( 5 ) $ ( 2 ) $ ( 2 ) Selling, general and administrative expenses ( 23 ) ( 16 ) ( 13 ) Acquisition-related costs — — ( 2 ) Stock based compensation expense ( 28 ) ( 18 ) ( 17 ) Income tax benefit 7 4 4 Stock based compensation expense, net of tax $ ( 21 ) $ ( 14 ) $ ( 13 ) Decrease in basic earnings per common share $ ( 0.04 ) $ ( 0.03 ) $ ( 0.03 ) Decrease in diluted earnings per common share $ ( 0.04 ) $ ( 0.03 ) $ ( 0.03 ) The total compensation cost related to outstanding awards not yet recognized is $ 40 million at December 31, 2022. This expense is expected to be recognized over the remaining weighted-average period of 1.8 years. PERFORMANCE SHARES The following table summarizes the performance award activity: 2022 2021 2020 (Shares in millions) Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Outstanding at beginning of year 2.4 $ 14.04 2.5 $ 10.34 1.9 $ 15.58 Granted 1.0 28.46 0.7 25.12 1.0 6.93 Granted - replacement awards — — — — 1.6 4.59 Distributed ( 1.1 ) 17.04 ( 1.3 ) 11.74 ( 1.9 ) 12.23 Performance adjustment 0.5 17.84 0.6 11.93 0.5 15.63 Forfeited/canceled ( 0.1 ) 23.74 ( 0.1 ) 11.27 ( 0.6 ) 5.70 Outstanding at end of year 2.7 $ 18.53 2.4 $ 14.04 2.5 $ 10.34 On March 13, 2020, we granted 1.0 million long-term performance plan awards and 0.5 million performance shares as AK Steel replacement awards. The long-term performance plan awards are based on a three-year Adjusted EBITDA metric. We value our performance shares using a Monte Carlo simulation on the grant date. The outstanding performance shares vest over a period of three years and are intended to be paid out in common shares. Performance is measured on the basis of relative TSR for the period and measured against the constituents of the S&P Metals and Mining ETF Index. The number of shares actually earned at the end of the three-year period will vary, based on performance, from 0 % to 200 % of the number of performance shares granted. RESTRICTED STOCK UNITS The following table summarizes the restricted stock units activity: 2022 2021 2020 (Shares in millions) Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Outstanding at beginning of year 2.1 $ 10.31 2.1 $ 7.12 2.1 $ 9.10 Granted 1.0 19.41 0.7 17.45 1.0 4.87 Granted - replacement awards — — — — 0.2 4.87 Distributed ( 0.6 ) 10.47 ( 0.6 ) 7.31 ( 1.1 ) 8.58 Forfeited/canceled ( 0.1 ) 17.82 ( 0.1 ) 9.50 ( 0.1 ) 7.31 Outstanding at end of year 2.4 $ 13.66 2.1 $ 10.31 2.1 $ 7.12 92 | CLF 2022 FORM 10-K Table of Contents We value our restricted stock units using the closing price of our common shares on the grant date. All of the outstanding restricted stock units are subject to continued employment, are retention based, and are payable in common shares or cash in certain circumstances at a time determined by the Compensation Committee at its discretion. Most restricted stock units were granted under three-year cliff vesting terms. STOCK OPTIONS The following table summarizes the stock option activity: 2022 2021 2020 (Shares in millions) Number of Shares Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price Outstanding at beginning of year 1.0 $ 12.75 2.5 $ 11.60 0.6 $ 10.42 Granted - replacement awards — — — — 2.0 11.86 Exercised ( 0.3 ) 16.55 ( 1.5 ) 10.36 ( 0.1 ) 7.01 Forfeited/canceled ( 0.1 ) 22.78 — 36.48 — 41.04 Outstanding at end of year 0.6 $ 10.39 1.0 $ 12.75 2.5 $ 11.60 Exercisable at end of year 0.6 $ 10.52 0.9 $ 13.35 2.2 $ 11.86 Stock options granted to date generally vest over a period from one to three years with an expiration date at ten years from the date of grant. On March 13, 2020, we granted 2.0 million options as AK Steel replacement awards. The weighted average fair value of the converted options was $ 0.51 per share and was calculated using the Black-Scholes option-pricing model. The total intrinsic value of options exercised in 2022 was $ 3 million and the amount in 2021 was $ 13 million. For options outstanding at December 31, 2022, the weighted-average remaining contractual life was 2.6 years and the aggregate intrinsic value was $ 4 million. For options exercisable at December 31, 2022, the weighted-average remaining contractual life was 2.4 years and the aggregate intrinsic value was $ 4 million. NONEMPLOYEE DIRECTORS Our nonemployee directors are entitled to receive restricted share awards under the Directors’ Plan. For 2022, 2021 and 2020, nonemployee directors were granted a specified number of restricted shares, with a value equal to $ 140,000 , $ 120,000 and $ 100,000 , respectively. The number of shares is based on the closing price of our common shares on the date of the Annual Meeting. The restricted share awards issued under the Directors' Plan generally vest 12 months from the grant date. The awards are subject to any deferral election and the terms of the Directors’ Plan and an award agreement. NOTE 11 - INCOME TAXES Income (loss) from continuing operations before income taxes includes the following components: Year Ended December 31, (In millions) 2022 2021 2020 United States $ 1,803 $ 3,827 $ ( 201 ) Foreign ( 7 ) ( 24 ) 8 Total $ 1,796 $ 3,803 $ ( 193 ) 93 | CLF 2022 FORM 10-K Table of Contents The components of the income tax provision (benefit) on continuing operations consist of the following: Year Ended December 31, (In millions) 2022 2021 2020 Current provision (benefit): United States federal $ 201 $ 14 $ ( 2 ) United States state & local 131 55 — Foreign 1 — ( 1 ) 333 69 ( 3 ) Deferred provision (benefit): United States federal 117 683 ( 95 ) United States state & local ( 22 ) 31 ( 11 ) Foreign ( 5 ) ( 10 ) ( 2 ) Total income tax provision (benefit) from continuing operations $ 423 $ 773 $ ( 111 ) Reconciliation of our income tax attributable to continuing operations computed at the U.S. federal statutory rate is as follows: (In millions) 2022 2021 2020 Tax at U.S. statutory rate $ 377 21 % $ 799 21 % $ ( 41 ) 21 % Increase (decrease) due to: Percentage depletion in excess of cost depletion ( 49 ) ( 3 ) ( 99 ) ( 3 ) ( 42 ) 22 State taxes, net 71 4 86 2 ( 11 ) 6 Federal & state provision to return 27 1 ( 2 ) — — — Other items, net ( 3 ) — ( 11 ) — ( 17 ) 8 Provision for income tax expense (benefit) and effective income tax rate including discrete items $ 423 23 % $ 773 20 % $ ( 111 ) 57 % The decrease in income tax expense in 2022, as compared to the prior year, is directly related to the decrease in the pre-tax book income year-over-year. The increase in income tax expense in 2021 from income tax benefit in 2020 is directly correlated to the increase in pre-tax book income year-over-year. The components of income taxes for other than continuing operations consisted of the following: (In millions) 2022 2021 2020 Other comprehensive income (loss): Pension and OPEB $ ( 425 ) $ ( 206 ) $ ( 52 ) Derivative financial instruments 26 ( 21 ) ( 1 ) Total $ ( 399 ) $ ( 227 ) $ ( 53 ) 94 | CLF 2022 FORM 10-K Table of Contents Significant components of our deferred tax assets and liabilities are as follows: (In millions) 2022 2021 Deferred tax assets: Operating loss and other carryforwards $ 389 $ 379 Pension and OPEB liabilities 244 584 Environmental 96 58 Product inventories 54 28 State and local 14 109 Lease liabilities 62 65 Other liabilities 135 136 Total deferred tax assets before valuation allowance 994 1,359 Deferred tax asset valuation allowance ( 390 ) ( 409 ) Net deferred tax assets 604 950 Deferred tax liabilities: Investment in ventures ( 195 ) ( 191 ) Lease assets ( 38 ) ( 93 ) Property, plant and equipment and mineral rights ( 827 ) ( 641 ) Other assets ( 122 ) ( 123 ) Total deferred tax liabilities ( 1,182 ) ( 1,048 ) Net deferred tax assets (liabilities) $ ( 578 ) $ ( 98 ) We had gross domestic (including states) and foreign NOLs of $ 2,278 million and $ 1,444 million, respectively, at December 31, 2022. We had gross domestic (including states) and foreign NOLs of $ 2,081 million and $ 1,407 million, respectively, at December 31, 2021. The U.S. federal NOLs will begin to expire in 2034 and state NOLs begin to expire in 2023. The foreign NOLs begin to expire in 2035. We had gross interest expense limitation carryforwards of $ 77 million and $ 18 million for the years ended December 31, 2022 and 2021, respectively. This interest expense can be carried forward indefinitely. The changes in the valuation allowance are presented below: (In millions) 2022 2021 2020 Balance at beginning of year $ 409 $ 836 $ 441 Change in valuation allowance: Included in income tax benefit ( 19 ) ( 82 ) ( 3 ) Increase (decrease) from acquisitions — ( 345 ) 398 Balance at end of year $ 390 $ 409 $ 836 At December 31, 2022 and 2021, we have a valuation allowance recorded of $ 342 million and $ 339 million, respectively, related to foreign deferred tax assets, and an additional $ 48 million and $ 70 million, respectively, against certain state NOLs, which are expected to expire before utilization. During 2021, we recorded a decrease to the valuation allowance of $ 345 million related to the election filed with our 2020 federal tax return to waive the pre-acquisition NOLs that are limited under Section 382 of the IRC. An offsetting decrease was recorded in the NOL deferred tax asset in the same period. These amounts related to a portion of the $ 398 million valuation allowance recorded during 2020 through opening balance sheet adjustments to reflect the portion of federal and state NOLs that are limited under Section 382 of the IRC acquired through the AK Steel Merger. At December 31, 2022 and 2021, we had no cumulative undistributed earnings of foreign subsidiaries included in retained earnings. Accordingly, no provision has been made for U.S. deferred taxes related to future repatriation of earnings. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (In millions) 2022 2021 2020 Unrecognized tax benefits balance as of January 1 $ 35 $ 107 $ 29 Increases for tax positions in current year 24 4 7 Decrease due to tax positions in prior year ( 1 ) ( 66 ) ( 4 ) Lapses in statutes of limitations — ( 10 ) — Increases from acquisitions — — 75 Unrecognized tax benefits balance as of December 31 $ 58 $ 35 $ 107 95 | CLF 2022 FORM 10-K Table of Contents The following table presents the classification of unrecognized tax benefits on the Statements of Consolidated Financial Position: December 31, Balance Sheet Location (In millions) 2022 2021 Other current liabilities — $ 1 Other non-current liabilities 58 34 If the unrecognized tax benefits were recognized, the full $ 58 million would impact the effective tax rate. Interest and penalties related to unrecognized tax benefits are $ 3 million for the year ended December 31, 2022. We do not expect that the amount of unrecognized benefits will change significantly within the next 12 months. Tax years 2016 and forward remain subject to examination for the U.S., and tax years 2018 and forward remain subject to examination for Canada. NOTE 12 - LEASE OBLIGATIONS Our operating leases consist primarily of leases for land, office space, rail cars and storage tanks. Our finance leases consist primarily of mining equipment, an on-site coke battery and rail cars. We use our incremental borrowing rate as the discount rate to determine the present value of the lease payments, as our leases do not have readily determinable implicit discount rates. Our incremental borrowing rate is the rate of interest that we would have to borrow on a collateralized basis over a similar term and amount in a similar economic environment to pay our lease obligations. We determine the incremental borrowing rates for our leases by adjusting the local risk-free interest rate with a credit risk premium corresponding to our credit rating. From time to time, we may enter into arrangements for the construction or purchase of an asset and then enter into a financing arrangement to lease the asset. We recognize leased assets and liabilities under these arrangements when we obtain control of the asset. Lease costs are presented below: Year Ended December 31, (In millions) 2022 2021 Operating leases $ 64 $ 70 Finance leases: Amortization of right-of-use assets 103 94 Interest on lease liabilities 8 9 Short-term leases 160 66 Total $ 335 $ 239 Other information related to leases was as follows: Year Ended December 31, (In millions) 2022 2021 Cash paid for amounts included in measurement of lease liabilities: Operating leases within cash flows from operating activities $ 62 $ 70 Finance leases within cash flows from operating activities $ 8 $ 9 Finance leases within cash flows from financing activities $ 96 $ 94 Right-of-use assets obtained in exchange for new finance lease liabilities 1 $ 55 $ 50 Weighted-average remaining lease term - operating leases (in years) 9 8 Weighted-average remaining lease term - finance leases (in years) 5 5 Weighted-average discount rate - operating leases 8 % 7 % Weighted-average discount rate - finance leases 5 % 4 % 1 Right-of-use assets obtained in acquisitions are not included in this figure. 96 | CLF 2022 FORM 10-K Table of Contents Future minimum lease payments under noncancellable finance and operating leases as of December 31, 2022 were as follows: (In millions) Finance Leases Operating Leases 2023 $ 101 $ 56 2024 36 48 2025 32 40 2026 24 35 2027 13 30 Thereafter 63 123 Total future minimum lease payments 269 332 Less: imputed interest 54 94 Total lease payments 215 238 Less: current portion of lease liabilities 93 43 Long-term lease liabilities $ 122 $ 195 The current and long-term portions of our finance and operating lease liabilities are included in Other current liabilities and Other non-current liabilities , respectively. NOTE 13 - 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. We performed a detailed assessment of our asset retirement obligations related to our active operations most recently in 2020 in accordance with our accounting policy, which requires us to perform an in-depth evaluation of the liability every three years in addition to routine annual assessments. In 2020, we employed third-party specialists to assist in the evaluation. The following is a summary of our asset retirement obligations: December 31, (In millions) 2022 2021 Asset retirement obligations 1 $ 520 $ 449 Less: current portion 21 35 Long-term asset retirement obligations $ 499 $ 414 1 Includes $ 277 million and $ 293 million related to our active operations as of December 31, 2022 and 2021, respectively. The following is a roll-forward of our asset retirement obligation liability: (In millions) 2022 2021 Asset retirement obligation as of January 1 $ 449 $ 342 Increase from acquisitions — 116 Reclassification from environmental obligations 63 — Accretion expense 26 18 Remediation payments ( 40 ) ( 29 ) Revision in estimated cash flows 22 2 Asset retirement obligation as of December 31 $ 520 $ 449 The increase from revision in estimated cash flows primarily relates to rising electricity costs associated with required water management systems related to closed coal mines in Pennsylvania. 97 | CLF 2022 FORM 10-K Table of Contents NOTE 14 - FAIR VALUE OF FINANCIAL INSTRUMENTS 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 15 - 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: December 31, 2022 December 31, 2021 (In millions) Classification Carrying Value Fair Value Carrying Value Fair Value Senior notes Level 1 $ 2,385 $ 2,311 $ 3,561 $ 3,911 IRBs Level 1 — — 68 66 ABL Facility - outstanding balance Level 2 1,864 1,864 1,609 1,609 Total $ 4,249 $ 4,175 $ 5,238 $ 5,586 The valuation of financial assets classified in Level 2 was determined using a market approach based upon quoted prices for similar assets in active markets or other inputs that were observable. NOTE 15 - 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. Independent of any hedging activities, price changes in any of these commodity markets could negatively affect operating costs. 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 17 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) for further information. 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 December 31, Commodity Contracts Unit of Measure Maturity Dates 2022 2021 Natural Gas MMBtu January 2023 - May 2025 127,790,000 92,591,000 Zinc Metric tons Not Applicable — 16,092 Electricity Megawatt hours January 2023 - December 2023 432,043 — Tin Metric tons January 2023 - December 2023 180 — The following table presents the fair value of our cash flow hedges and the classification on the Statements of Consolidated Financial Position: December 31, Balance Sheet Location (In millions) 2022 2021 Other current assets $ 15 $ 40 Other non-current assets 30 — Other current liabilities ( 87 ) ( 10 ) Other non-current liabilities ( 10 ) ( 4 ) NOTE 16 - 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 98 | CLF 2022 FORM 10-K Table of Contents discontinued at any time. The share repurchase program does not have a specific expiration date. For the year ended December 31, 2022, we repurchased 12.5 million common shares at a cost of $ 240 million in the aggregate. 1.500% 2025 CONVERTIBLE SENIOR NOTES REDEMPTION On December 1, 2021, we issued a notice of redemption for all $ 294 million in aggregate principal amount outstanding of our 1.500% 2025 Convertible Senior Notes. Our 1.500% 2025 Convertible Senior Notes were redeemed on January 18, 2022, through a combination settlement, with the aggregate principal amount of $ 294 million paid in cash, and 24 million common shares, with a fair value of $ 499 million, delivered to noteholders in settlement of the premium due per the terms of the indenture, plus cash in respect of the accrued and unpaid interest on the 1.500% 2025 Convertible Senior Notes to, but not including, the redemption date per the terms of the indenture. UNDERWRITTEN PUBLIC OFFERING On February 11, 2021, we sold 20 million of our common shares and 40 million common shares were sold by an affiliate of ArcelorMittal in an underwritten public offering. In each case, shares were sold at a price per share of $ 16.12 . Prior to this sale, ArcelorMittal held approximately 78 million of our common shares, which were issued as a part of the consideration in connection with the AM USA Transaction. We did not receive any proceeds from the sale of the 40 million common shares sold on behalf of ArcelorMittal. We used the net proceeds from the offering, plus cash on hand, to redeem $ 322 million aggregate principal amount of our outstanding 9.875 % 2025 Senior Secured Notes. SERIES B PARTICIPATING REDEEMABLE PREFERRED STOCK REDEMPTION We had 583,273 shares of our Series B Participating Redeemable Preferred Stock issued and outstanding as of December 31, 2020. During the third quarter of 2021, we redeemed all 583,273 shares of our Series B Participating Redeemable Preferred Stock at a redemption price of $ 1.3 billion using borrowings under our ABL Facility. AMENDMENT TO ARTICLES OF INCORPORATION On April 29, 2021, we filed a Certificate of Amendment to our Fourth Amended Articles of Incorporation, as amended, to increase the total number of authorized common shares from 600,000,000 to 1,200,000,000 . PREFERRED STOCK We have 3,000,000 shares of Serial Preferred Stock, Class A, without par value, authorized, of which, none are issued or outstanding as of December 31, 2022. We also have 4,000,000 shares of Serial Preferred Stock, Class B, without par value, authorized, of which, none are issued or outstanding as of December 31, 2022. 99 | CLF 2022 FORM 10-K Table of Contents NOTE 17 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The components of Accumulated other comprehensive income within Cliffs shareholders’ equity and related tax effects allocated to each are shown below: December 31, (In millions) 2022 2021 2020 Foreign Currency Translation Beginning balance $ 1 $ 3 $ — Other comprehensive income (loss) before reclassifications ( 2 ) ( 2 ) 3 Ending balance $ ( 1 ) $ 1 $ 3 Derivative Instruments Beginning balance $ 68 $ ( 1 ) $ ( 3 ) Other comprehensive income (loss) before reclassifications 146 151 ( 7 ) Income tax ( 33 ) ( 34 ) 1 Other comprehensive income (loss) before reclassifications, net of tax 113 117 ( 6 ) Losses (gains) reclassified from AOCI to net income 1 ( 256 ) ( 61 ) 10 Income tax expense (benefit) 2 59 13 ( 2 ) Net losses (gains) reclassified from AOCI to net income ( 197 ) ( 48 ) 8 Ending balance $ ( 16 ) $ 68 $ ( 1 ) Pension and OPEB Beginning balance $ 549 $ ( 135 ) $ ( 316 ) Other comprehensive income before reclassifications 4 1,759 878 210 Income tax ( 434 ) ( 203 ) ( 47 ) Other comprehensive income before reclassifications, net of tax 1,325 675 163 Losses (gains) reclassified from AOCI to net income 3 ( 36 ) 12 23 Income tax expense (benefit) 2 9 ( 3 ) ( 5 ) Net losses (gains) reclassified from AOCI to net income ( 27 ) 9 18 Ending balance $ 1,847 $ 549 $ ( 135 ) Total AOCI Ending Balance $ 1,830 $ 618 $ ( 133 ) 1 Amounts recognized in Cost of goods sold in the Statements of Consolidated Operations. 2 Amounts recognized in Income tax benefit (expense) in the Statements of Consolidated Operations. 3 Amounts recognized in Net periodic benefit credits other than service cost component in the Statements of Consolidated Operations. 4 Refer to NOTE 9 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS for further information. NOTE 18 - VARIABLE INTEREST ENTITIES SUNCOKE MIDDLETOWN We purchase all the coke and electrical power generated from SunCoke Middletown’s plant under long-term supply agreements and have committed to purchase all the expected production from the facility through 2032. We consolidate SunCoke Middletown as a VIE because we are the primary beneficiary despite having no ownership interest in SunCoke Middletown. SunCoke Middletown had income before income taxes of $ 47 million and $ 52 million for the years ended December 31, 2022 and 2021, respectively, which was included in our consolidated Income (loss) from continuing operations before income taxes . 100 | CLF 2022 FORM 10-K Table of Contents The assets of the consolidated VIE can only be used to settle the obligations of the consolidated VIE and not obligations of the Company. The creditors of SunCoke Middletown do not have recourse to the assets or general credit of the Company to satisfy liabilities of the VIE. The Statements of Consolidated Financial Position includes the following amounts for SunCoke Middletown: December 31, (In millions) 2022 2021 Inventories $ 28 $ 20 Property, plant and equipment, net 288 300 Accounts payable ( 19 ) ( 12 ) Other assets (liabilities), net ( 27 ) ( 12 ) Noncontrolling interests ( 270 ) ( 296 ) NOTE 19 - EARNINGS PER SHARE The following table summarizes the computation of basic and diluted EPS: Year Ended December 31, (In millions, except per share amounts) 2022 2021 2020 Income (loss) from continuing operations $ 1,373 $ 3,030 $ ( 82 ) Income from continuing operations attributable to noncontrolling interest ( 41 ) ( 45 ) ( 41 ) Net income (loss) from continuing operations attributable to Cliffs shareholders 1,332 2,985 ( 123 ) Income from discontinued operations, net of tax 3 3 1 Net income (loss) attributable to Cliffs shareholders $ 1,335 $ 2,988 $ ( 122 ) Weighted average number of shares: Basic 519 498 379 Redeemable preferred shares — 33 — Convertible senior notes 1 2 22 — Employee stock plans 3 5 — Diluted 524 558 379 Earnings (loss) per common share attributable to Cliffs common shareholders - basic 2 : Continuing operations $ 2.57 $ 5.62 $ ( 0.32 ) Discontinued operations — 0.01 — $ 2.57 $ 5.63 $ ( 0.32 ) Earnings (loss) per common share attributable to Cliffs common shareholders - diluted: Continuing operations $ 2.55 $ 5.35 $ ( 0.32 ) Discontinued operations — 0.01 — $ 2.55 $ 5.36 $ ( 0.32 ) 1 On January 1, 2022, we adopted ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40). We utilized the modified retrospective method of adoption; using this approach, the guidance was applied to transactions outstanding as of the beginning of the fiscal year. 2 For the year ended December 31, 2021, basic earnings per share was calculated by dividing Net income (loss) attributable to Cliffs shareholders , less $ 187 million of earnings attributed to Series B Participating Redeemable Preferred Stock, by the weighted average number of basic common shares outstanding during the period presented. NOTE 20 - COMMITMENTS AND CONTINGENCIES PURCHASE COMMITMENTS We purchase portions of the principal raw materials required for our steel manufacturing operations under annual and multi-year agreements, some of which have minimum quantity requirements. We also use large volumes of natural gas, electricity and industrial gases in our steel manufacturing operations. We negotiate most of our purchases of chrome, industrial gases and a portion of our electricity under multi-year agreements. Our purchases of coke are made under annual or multi-year agreements 101 | CLF 2022 FORM 10-K Table of Contents with periodic price adjustments. We typically purchase coal under annual fixed-price agreements. We also purchase certain transportation services under multi-year contracts with minimum quantity requirements. Unconditional purchase obligations, including take-or-pay agreements, are as follows (in millions): 2023 2024 2025 2026 2027 Thereafter $ 2,503 $ 1,072 $ 766 $ 225 $ 117 $ 785 CONTINGENCIES We are currently the subject of, or party to, various claims and legal proceedings incidental to our current and historical operations. These claims and legal proceedings are subject to inherent uncertainties and unfavorable rulings could occur. An unfavorable ruling could include monetary damages, additional funding requirements or an injunction. If an unfavorable ruling were to occur, there exists the possibility of a material adverse effect on our financial position and results of operations for the period in which the ruling occurs or future periods. However, based on currently available information we do not believe that any pending claims or legal proceedings will result in a material adverse effect in relation to our consolidated financial statements. ENVIRONMENTAL CONTINGENCIES Although we believe our operating practices have been consistent with prevailing industry standards, hazardous materials may have been released at operating sites or third-party sites in the past, including operating sites that we no longer own. If we reasonably can, we estimate potential remediation expenditures for those sites where future remediation efforts are probable based on identified conditions, regulatory requirements, or contractual obligations arising from the sale of a business or facility. For sites involving government required investigations, we typically make an estimate of potential remediation expenditures only after the investigation is complete and when we better understand the nature and scope of the remediation. In general, the material factors in these estimates include the costs associated with investigations, delineations, risk assessments, remedial work, governmental response and oversight, site monitoring, and preparation of reports to the appropriate environmental agencies. The following is a summary of our environmental obligations: December 31, (In millions) 2022 2021 Environmental obligations $ 141 $ 207 Less: current portion 23 20 Long-term environmental obligations $ 118 $ 187 The decrease in environmental obligations relates to a reclassification of $ 63 million from environmental to asset retirement obligations as of December 31, 2022. We cannot predict the ultimate costs for each site with certainty because of the evolving nature of the investigation and remediation process. Rather, to estimate the probable costs, we must make certain assumptions. The most significant of these assumptions is for the nature and scope of the work that will be necessary to investigate and remediate a particular site and the cost of that work. Other significant assumptions include the cleanup technology that will be used, whether and to what extent any other parties will participate in paying the investigation and remediation costs, reimbursement of past response costs and future oversight costs by governmental agencies, and the reaction of the governing environmental agencies to the proposed work plans. Costs for future investigation and remediation are not discounted to their present value, unless the amount and timing of the cash disbursements are readily known. To the extent that we have been able to reasonably estimate future liabilities, we do not believe that there is a reasonable possibility that we will incur a loss or losses that exceed the amounts we accrued for the environmental matters discussed below that would, either individually or in the aggregate, have a material adverse effect on our consolidated financial condition, results of operations or cash flows. However, since we recognize amounts in the consolidated financial statements in accordance with GAAP that exclude potential losses that are not probable or that may not be currently estimable, the ultimate costs of these environmental matters may be higher than the liabilities we currently have recorded in our consolidated financial statements. Pursuant to RCRA (Resource Conservation and Recovery Act), which governs the treatment, handling and disposal of hazardous waste, the EPA and authorized state environmental agencies may conduct inspections of RCRA-regulated facilities to identify areas where there have been releases of hazardous waste or hazardous constituents into the environment and may order the facilities to take corrective action to remediate such releases. Likewise, the EPA or the states may require closure or post-closure care of residual, industrial and hazardous waste management units. Environmental regulators have the authority to inspect all of our facilities. While we cannot predict the future actions of these regulators, it is possible that they may identify conditions in future inspections of these facilities that they believe require corrective action. Pursuant to CERCLA, the EPA and state environmental authorities have conducted site investigations at some of our facilities and other third-party facilities, portions of which previously may have been used for disposal of materials that are currently regulated. The results of these investigations are still pending, and we could be directed to spend funds for remedial activities at the former disposal areas. Because of the uncertain status of these investigations, however, we cannot reasonably predict whether or when such spending might be required or its magnitude. 102 | CLF 2022 FORM 10-K Table of Contents BURNS HARBOR WATER ISSUES In August 2019, ArcelorMittal Burns Harbor LLC (n/k/a Cleveland-Cliffs Burns Harbor LLC) suffered a loss of the blast furnace cooling water recycle system, which led to the discharge of cyanide and ammonia in excess of the Burns Harbor plant's NPDES permit limits. Since that time, the facility has taken numerous steps to prevent recurrence and maintain compliance with its NPDES permit. We engaged in settlement discussions with the U.S. Department of Justice, the EPA and the State of Indiana to resolve any alleged violations of environmental laws or regulations arising out of the August 2019 event. Later stages of the settlement discussions included the Environmental Law and Policy Center (ELPC) and Hoosier Environmental Council (HEC), which had filed a lawsuit on December 20, 2019 in the U.S. District Court for the Northern District of Indiana alleging violations resulting from the August 2019 event and other Clean Water Act claims. On February 14, 2022, the United States and the State of Indiana filed a complaint and a proposed consent decree, and on April 21, 2022, the United States, with the consent of all of the parties, filed a motion seeking final approval of the consent decree from the court. The consent decree was approved by the court with an effective date of May 6, 2022. The consent decree requires specified enhancements to the mill's wastewater treatment systems and required us to pay a $ 3 million civil penalty, along with other terms and conditions. Other parties to the consent decree include the United States, the State of Indiana, ELPC and HEC. The ELPC/HEC civil litigation was dismissed with prejudice on May 12, 2022. In addition, ArcelorMittal Burns Harbor LLC was served with a subpoena on December 5, 2019, from the United States District Court for the Northern District of Indiana, relating to the August 2019 event and has responded to the subpoena requests, including follow-up requests. With the resolution of monetary sanctions and injunctive relief requirements under the consent decree, we do not believe that the costs to resolve any other third-party claims, including potential natural resource damages claims, that may arise out of the August 2019 event are likely to have, individually or in the aggregate, a material adverse effect on our consolidated financial condition, results of operations or cash flows. In addition to the foregoing matters, we are or may be involved in proceedings with various regulatory authorities that may require us to pay fines, comply with more rigorous standards or other requirements or incur capital and operating expenses for environmental compliance. We believe that the ultimate disposition of any such proceedings will not have, individually or in the aggregate, a material adverse effect on our consolidated financial condition, results of operations or cash flows. TAX MATTERS The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize tax benefits to the extent that it is more likely than not that our positions will be sustained when challenged by the taxing authorities. To the extent we prevail in matters for which liabilities have been established, or are required to pay amounts in excess of our liabilities, our effective tax rate in a given period could be materially affected. An unfavorable tax settlement would require use of our cash and result in an increase in our effective tax rate in the year of resolution. A favorable tax settlement would be recognized as a reduction in our effective tax rate in the year of resolution. Refer to NOTE 11 - INCOME TAXES for further information. OTHER CONTINGENCIES In addition to the matters discussed above, there are various pending and potential claims against us and our subsidiaries involving product liability, personal injury, commercial, employee benefits and other matters arising in the ordinary course of business. Because of the considerable uncertainties that exist for any claim, it is difficult to reliably or accurately estimate what the amount of a loss would be if a claimant prevails. If material assumptions or factual understandings we rely on to evaluate exposure for these contingencies prove to be inaccurate or otherwise change, we may be required to record a liability for an adverse outcome. If, however, we have reasonably evaluated potential future liabilities for all of these contingencies, including those described more specifically above, it is our opinion, unless we otherwise noted, that the ultimate liability from these contingencies, individually or in the aggregate, should not have a material adverse effect on our consolidated financial position, results of operations or cash flows. NOTE 21 - SUBSEQUENT EVENTS We have evaluated subsequent events through the date of financial statement issuance. 103 | CLF 2022 FORM 10-K Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Cleveland-Cliffs Inc. OPINION ON THE FINANCIAL STATEMENTS We have audited the accompanying statements of consolidated financial position of Cleveland-Cliffs Inc. and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related statements of consolidated operations, comprehensive income, cash flows, and changes in equity, for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 14, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting. BASIS FOR OPINION These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. CRITICAL AUDIT MATTER The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. MINERAL RESERVES — ASSET RETIREMENT OBLIGATIONS, VALUATION OF GOODWILL AND LONG-LIVED ASSETS AND DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT — REFER TO NOTES 5, 6, 7 AND 13 TO THE FINANCIAL STATEMENTS Critical Audit Matter Description Iron ore mineral reserve estimates, combined with estimated annual production levels, are used to determine the iron ore mine closure dates utilized in recording the fair value liability for asset retirement obligations for active operating iron ore mines. Since the liability represents the present value of the expected future obligation, a significant change in iron ore mineral reserves or iron ore mine lives could have a substantial effect on the recorded obligation. Iron ore mineral reserve estimates are also used in evaluating potential impairments of goodwill and iron ore mine asset groups as they are indicative of future cash flows and in determining maximum useful lives utilized to calculate depreciation, depletion and amortization of long-lived iron ore mine assets. The Company performs an in-depth evaluation of its iron ore mineral reserve estimates by iron ore mine on a periodic basis, in addition to routine annual assessments. The determination of iron ore mineral reserves requires management, with the support of management’s experts, to make significant estimates and assumptions related to key inputs including (1) the determination of the size and scope of the iron ore body through technical modeling, (2) the estimates of future iron ore prices recognizing that the price shall not exceed the three-year trailing average index price of iron ore adjusted to the Company’s realized price, production costs and capital expenditures, and (3) management’s mine plan for the proven and probable iron ore mineral reserves (collectively “the iron ore mineral reserve inputs”). Changes in any of the judgments or assumptions related to the iron ore mineral reserve inputs can have a significant impact with respect to the accrual for asset retirement obligations, the impairment of goodwill and long-lived asset groups and the amount of depreciation, depletion and amortization expense. The consolidated asset retirement obligation balance was $520 million as of December 31, 2022, of which $196 million related to active iron ore mine operations. The total goodwill balance associated with the Company’s Steelmaking reportable segment was $956 million as of December 31, 2022. The total asset balance associated with the Company’s Steelmaking reportable segment was $18,070 million as of December 31, 2022, of which $1,559 million related to long-lived assets associated with the Company’s combined iron ore mine asset groups. 104 | CLF 2022 FORM 10-K Table of Contents Depreciation, depletion and amortization expense for the Company’s combined iron ore mine asset groups was $161 million for the year ended December 31, 2022. Given the significant judgments and assumptions made by management to estimate iron ore mineral reserves and the sensitivity of changes to iron ore mineral reserve estimates on the Company’s recorded asset retirement obligations, goodwill and long-lived asset impairment considerations and calculated depreciation, depletion and amortization expense, performing audit procedures to evaluate the reasonableness of management’s judgments and estimates related to the iron ore mineral reserve inputs required a high degree of auditor judgment and an increased extent of effort. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s significant judgments and assumptions related to iron ore mineral reserve quantities and the related iron ore mine closure dates included the following, among others: • We tested the operating effectiveness of internal controls related to the Company’s estimation of iron ore mineral reserve quantities and the related iron ore mine closure dates. • We evaluated the experience, qualifications and objectivity of management’s experts, including in-house iron ore mine engineers and the third-party Qualified Person. • For an iron ore mine subject to the Company’s routine annual assessment we evaluated management’s assessment by: ◦ Understanding the process used by management to survey and analyze the geological and operational status of current year iron ore mine production. ◦ Evaluating the historical accuracy of management’s technical model as compared to actual iron ore mine production results. ◦ Comparing the iron ore mine plan per the most recent Technical Report Summary, updated for current year depletion, to: ▪ Presentations to the Audit Committee. ▪ Asset retirement obligation valuation models, goodwill impairment analysis, information provided by asset group and depreciation, depletion and amortization expense calculations. /s/ DELOITTE & TOUCHE LLP Cleveland, Ohio February 14, 2023 We have served as the Company's auditor since 2004. 105 | CLF 2022 FORM 10-K Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.