What changed in this filing

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Item 1. Business

2024-02-08 compared with 2023-02-14 · 161 added, 152 removed, 407 unchanged (43% of the section changed)

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COMPETITIVE STRENGTHS

As the largest flat-rolled steel producer in North America, we benefit from having the size and scale necessary in a competitive, capital intensive business.

As the leading flat-rolled steel producer in North America, we benefit from having the size and scale necessary in a competitive, capital intensive business.

Our sizeable operating footprint provides us with the operational leverage and flexibility to achieve competitive margins throughout the business cycle.

We also have a unique vertically integrated profile from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling and tubing.

This positioning gives more predictable costs throughout our supply chain and more control over both our manufacturing inputs and our end product destination.

This positioning gives us more predictable costs throughout our supply chain and more control over both our manufacturing inputs and our end-product destination.

Our primary competitive strength lies within our automotive steel business.

We are the largest supplier of automotive-grade steel in the U.S.

We are a leading supplier of automotive-grade steel in the U.S.

Compared to other steel end markets, automotive steel is generally higher quality, more operationally and technologically intensive to produce, and requires significantly more devotion to customer service than other steel end markets.

This dedication to service and the infrastructure in place to meet our automotive customers’ demanding needs took decades to develop and we believe is unmatched in our industry.

We have continued to invest capital and resources to meet the requirements needed to serve the automotive industry and intend to maintain our position as the industry leader going forward.

This dedication to service and the infrastructure in place to meet our automotive customers’ demanding needs took decades to develop.

We have continued to invest capital and resources to meet the requirements needed to serve the automotive industry and intend to maintain our position as an industry leader going forward.

Due to its demanding nature, the automotive steel business typically generates higher through-the-cycle margins, making it a desirable end market.

Over the past two years, we have been able to increase the fixed prices for our automotive contracts significantly.

Demand for our automotive-grade steel is expected to increase in the coming years as a result of pent-up automotive demand arising out of supply chain issues and the replacement of older vehicles.

Our integrated footprint provides us with a significant competitive advantage in supplying automotive and other highly demanding end markets as we are able to produce a wide range of high-quality products.

Our integrated facilities utilize domestic internally sourced iron ore as the primary feedstock, which allows us to produce a higher quality product with low residual content.

We also operate EAF facilities, which gives us insight into their limitations.

Companies that are primarily EAF producers are limited in their product range as their equipment is designed to utilize scrap as the main feedstock, which often contains high residual or impure content, such as copper, limiting their ability to meet certain high grades of steel that demand virgin iron.

We also believe companies that primarily operate EAFs do not possess our breadth and depth of customer service, technical support and research and development capabilities.

Demand for automotive-grade steel is expected to remain strong in the coming years as a result of low unemployment, pent-up automotive demand arising out of supply chain issues and the replacement of older vehicles.

Our footprint provides us with a competitive advantage in supplying automotive and other highly demanding end markets, as we are able to produce a wide range of high-quality products.

Our integrated facilities utilize domestic internally sourced iron ore as the primary feedstock, which allows us to produce a high-quality product with low residual content.

We also possess the breadth and depth related to customer service, technical support, and research and development, which are necessary to supply the demanding needs of the automotive industry.

Since the acquisition of our steelmaking assets, we have dedicated significant resources to maintain and upgrade our facilities and equipment.

The quality of our assets gives us a unique advantage in product offerings and operational efficiencies.

In 2022, we brought our facilities and equipment up to the standard required to maintain and improve the quality and reliability of our supply to the automotive industry, as well as other end markets.

The necessary resources that we have invested in our footprint are expected to keep our assets at an automotive-grade quality and reliability for years to come.

After elevated spend in 2022 to perform overdue maintenance work at the facilities acquired as part of the 2020 acquisitions, we resumed normalized levels of maintenance capital and operating expense in 2023.

The necessary resources that we have invested in our footprint are expected to keep our assets at an automotive-grade level of quality and reliability for years to come.

Our industry leading portfolio of fixed price contracts provides us a competitive advantage, as the steel industry is often viewed as volatile and subject to the market price of steel.

Our fixed price contracts allowed us to achieve a higher average selling price in 2022 compared to 2021 despite the price of domestic spot HRC falling approximately $562 per net ton during that time period.

We also expect to benefit from improved fixed price contracts in 2023.

Our fixed price contracts mitigate pricing volatility and support us in achieving healthy margins through the cycle.

Our ability to source our primary feedstock domestically and internally is a competitive strength.

This model reduces our exposure to volatile pricing and unreliable global sourcing.

The ongoing conflict between Russia and Ukraine has displayed the importance of our U.S.-centric footprint, as our competitors who primarily operate EAF furnaces rely on imported pig iron to produce flat-rolled steel, the supply of which has been disrupted by that conflict.

The best example is our legacy business of producing iron ore pellets, which is our primary steelmaking raw material input.

The ongoing conflict between Russia and Ukraine, along with other global tensions, has displayed the importance of our U.S.-centric footprint, as our competitors who primarily operate EAF facilities rely on imported pig iron to produce flat-rolled steel, the supply of which has been disrupted.

The best example is our legacy business of producing iron ore pellets.

By controlling our iron ore pellet supply, our primary steelmaking raw material feedstock can be secured at a stable and predictable cost and not be subject to as many factors outside of our control.

We believe we offer the most comprehensive flat-rolled steel product selection in the industry, along with several complementary products and services.

A sampling of our offering includes advanced high-strength steel, hot-dipped galvanized, aluminized, galvalume, electrogalvanized, galvanneal, HRC, cold-rolled coil, plate, tinplate, GOES, NOES, stainless steels, tool and die, stamped components, rail, slab and cast ingot.

A sampling of our offering includes AHSS, hot-dipped galvanized, aluminized, galvalume, electrogalvanized, galvanneal, HRC, cold-rolled coil, plate, tinplate, GOES, NOES, stainless steels, tool and die, stamped components, rail, slab and cast ingot.

Across the quality spectrum and the supply chain, our customers can frequently find the solutions they need from our product selection.

Our broad range of product offerings also gives us a competitive advantage in commercial negotiations as our customers can source the majority, if not all, of their steel product needs from us.

We are currently a leading producer of electrical steels referred to as GOES and NOES in the U.S.

In November 2021, the Infrastructure and Jobs Act was passed in the U.S., which provides funding to be used for the modernization of the electrical grid and the infrastructure needed to allow for increased EV adoption, both of which require electrical steels.

Our electrical steel business is expected to continue achieving strong profitability in the coming years.

During the second half of 2023, we commissioned our NOES expansion at our Zanesville facility, which increased our annual capacity by approximately 70,000 net tons.

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We are currently the only producer of both electrical steels referred to as GOES and NOES in the U.S.

The recently passed Infrastructure and Jobs Act in the U.S.

provides funding to be used for the modernization of the electrical grid and the infrastructure needed to allow for increased EV adoption, both of which require electrical steels.

As a result, with increased demand for both transformers and motors for EVs, we expect to benefit from this position in what is currently a rapidly growing market.

We are the first and the only producer of HBI in the Great Lakes region.

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We use HBI to stretch our hot metal production, lowering carbon intensity and reliance on coke.

As a result of our internal usage of HBI, coupled with our ongoing evaluation of coke use strategies, we idled our coke facility at Middletown Works during the third quarter of 2021 and permanently closed our Mountain State Carbon coke plant in the first quarter of 2022.

With increasing tightness in the scrap and metallics markets combined with our own internal needs, we expect our Toledo direct reduction plant to support healthy margins for us going forward.

MAXIMIZE OUR COMMERCIAL STRENGTHS

We offer a full suite of flat steel products encompassing all steps of the steel manufacturing process.

We have an industry-leading market share in the automotive sector, where our portfolio of high-end products delivers a broad range of differentiated solutions for this highly sought after customer base.

We offer a full suite of flat steel products encompassing effectively all of our customers' needs.

We are a leading supplier to the automotive sector, where our portfolio of high-end products delivers a broad range of differentiated solutions for this highly sought after customer base.

As a result of our exposure to these high-end markets, we have the highest fixed price contractual volumes in our industry.

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These contracts reduce volatility and allow for more predictable through-the-cycle margins.

Our fixed contract values are expected to significantly improve in 2023 compared to 2022.

In addition to our fixed price contracts, we anticipate having more volumes under index-linked contracts in 2023 and beyond, which should reduce our reliance on spot sales and allow us to improve our efficiency with increased volumes.

In addition to our fixed price contracts, we also sell significant volumes under index-linked contracts, which reduces our reliance on spot sales and allows us to improve our efficiency with increased volumes.

Our unique capabilities, driven by our portfolio of assets and technical expertise, give us an advantage in our flat-rolled product offering.

We offer products that have superior formability, surface quality, strength and corrosion resistance for the automotive industry.

We are also the only producer of GOES and NOES in the U.S.

In addition, our state-of-the-art Research and Innovation Center in Middletown, Ohio gives us the ability to collaborate with our customers and create new products and develop new and efficient steel manufacturing processes.

During 2022, we introduced our MOTOR-MAX™ product line of NOES for high frequency motors and generators.

These unique product offerings and customer service capabilities enable us to remain the leading steel supplier to the automotive industry.

During 2023, we introduced our C-STAR™ protection design, which was developed for the purpose of providing EV battery protection for improved safety purposes, but can be used in any type of light vehicle.

These unique product offerings and customer service capabilities enable us to remain a leading steel supplier to the automotive industry.

TAKE ADVANTAGE OF OUR U.S.-CENTRIC, INTERNALLY SOURCED SUPPLY CHAIN

The conflict between Russia and Ukraine has reinforced the unique advantage of our vertically integrated business model.

The ongoing conflict between Russia and Ukraine has reinforced the unique advantage of our vertically integrated business model.

Two-thirds of U.S.

imports of pig iron, a critical raw material for flat-rolled EAFs, has historically been sourced from Russia and Ukraine.

imports of pig iron, a critical raw material for flat-rolled EAFs, had historically been sourced from Russia and Ukraine.

This supply remains largely disrupted, driving volatility in input costs and reducing availability for our competitors’ ferrous inputs.

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In addition, our internally produced pig iron is more environmentally friendly than imported pig iron, which is often made from sintered iron ore fines and with higher coke rates, for example.

While competitors are forced to scramble for materials, we are able to take advantage of our vertically integrated footprint.

We began construction of our HBI plant in 2017, in part because of the uncertainty of the industry sourcing metallics from Russia and Ukraine.

While competitors are forced to rely on suppliers who are subject to unpredictable disruptions in their ability to supply materials, we are able to take advantage of our vertically integrated footprint.

We began construction of our Toledo direct reduction plant in 2017, in part because of the uncertainty of the industry sourcing metallics from Russia and Ukraine.

Russia had previously invaded the Crimea peninsula in 2014, and we saw a need for more on-shore metallics capacity in the U.S.

HBI, which is a lower-carbon alternative to imported pig iron, has now become a critical component of our decarbonization strategy.

HBI, which is a lower-carbon alternative to imported pig iron, continues to be a critical component of our decarbonization strategy.

OPTIMIZE OUR FULLY-INTEGRATED STEELMAKING FOOTPRINT

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The combination of our ferrous raw materials, including iron ore, scrap and HBI, allows us to do so relative to peers who must rely on more unpredictable and unreliable raw material sourcing strategies.

We have ample access to scrap along with internally sourced HBI.

We have ample access to scrap along with internally sourced iron ore pellets and HBI.

Our ability to optimize use of these raw materials in our blast furnaces and BOFs ultimately boosts liquid steel output, reduces coke needs and lowers carbon emissions from our operations.

As a result of the successful operational improvements, we announced the indefinite idle of the Indiana Harbor #4 blast furnace in the first quarter of 2022.

As a result of successful operational improvements, we announced the indefinite idle of the Indiana Harbor #4 blast furnace in the first quarter of 2022.

The indefinite idle reduced our operational blast furnaces from eight to seven.

We used 2022 as an opportunity to optimize our steelmaking footprint by dedicating significant resources to bring our facilities and equipment up to the standard required to maintain and improve our supply to the automotive industry.

The necessary resources that we have invested in our footprint are expected to keep our assets at automotive-grade quality and reliability for years to come.

With our facilities and equipment in the best shape since the acquisition of our steelmaking assets and no major investments expected until at least 2025, we are well positioned to benefit from operating efficiencies and improved capabilities in the coming years.

Our strategic use of HBI in our blast furnaces and maximizing scrap usage in our BOFs has allowed us to achieve the same steel production with one less blast furnace in our footprint.

During the second quarter of 2023, it was announced that we entered into long-term state mineral leases for more than 2,600 acres of iron ore at the Nashwauk mine site in Itasca County, Minnesota.

The award of these leases is expected to resolve years of uncertainty regarding Hibbing Taconite’s mine life.

This ore body is intended to serve as an extension of Hibbing Taconite, as the state’s mineral leases, combined with our own private mineral holdings at Nashwauk, are expected to provide more than two decades of additional ore reserves.

The necessary resources that we have invested in our footprint are expected to keep our assets at an automotive-grade level of quality and reliability for years to come, positioning us to benefit from operating efficiencies and improved capabilities in the coming years.

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ADVANCE OUR PARTICIPATION IN THE GREEN ECONOMY

We are seeking to expand our customer base with the rapidly growing and desirable EV market.

At this time, we believe the North American automotive industry is approaching a structural inflection point, with the adoption of electrical motors in passenger vehicles.

We are seeking to expand our customer base with the desirable EV market.

At this time, we believe the North American automotive industry is at a structural inflection point, with the adoption of electrical motors in passenger vehicles.

As this market grows, it will require more advanced steel applications to meet the needs of EV producers and consumers.

These features include the strength and formability of our flat-rolled steel used for battery enclosures in EVs.

These features include the already existing sophisticated steel supply for internal combustion engine vehicle parts, along with the added need for steel-based battery enclosures and reinforcement in EVs.

With our unique technical capabilities and leadership in the automotive industry, we believe we are positioned better than any other North American steelmaker to supply the steel and parts necessary to fill these needs.

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We estimate solar panels consume 40 tons of steel per megawatt of electricity.

We are currently the sole producer of electrical steel in the U.S., which can facilitate the modernization of the U.S.

We are currently a leading producer of electrical steel in the U.S., which can facilitate the modernization of the U.S.

electrical grid.

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This goal represents combined Scope 1 (direct emissions) and Scope 2 (indirect emissions from purchased electricity or other forms of energy) GHG emission reductions across all of our operations.

On a per ton basis, we reduced our integrated Scope 1 and Scope 2 GHG intensity from 1.82 per metric ton of crude steel produced in 2020 to 1.67 in 2021.

We plan to achieve our GHG emissions reduction goal by focusing on actionable, commercially viable technologies and solutions while supporting research for breakthrough technologies for the primary iron and steel sector.

In an effort to build on our GHG emissions reduction progress, we have continued our partnership with the DOE as part of the Better Climate Challenge initiative, which was established in December 2021.

Throughout 2022, we further pursued opportunities such as carbon capture and the use of hydrogen within our facilities.

Additionally, we have started forming partnerships to develop alternative energy sources - such as wind, solar and hydrogen - which will benefit our own environmental footprint while combating the global impacts of climate change.

Our future GHG emissions reductions are expected to be driven by the use of direct reduced iron in blast furnaces, the stretching of hot metal with additional scrap, driving more productivity out of fewer blast furnaces, implementing hydrogen use where possible, utilizing carbon capture, procuring more clean energy and operating with higher energy efficiency.

IMPROVE OUR FINANCIAL FLEXIBILITY

Given the cyclicality of our business, it is important to us to be in the financial position to easily withstand economic cycles.

In 2022, we demonstrated our ability to generate healthy free cash flow and use it to reduce substantial amounts of debt, return capital to shareholders through our share repurchase program and make investments to both improve and grow our business.

We have also been able to take advantage of volatility in the debt markets to repurchase notes in the open market at a discount.

Throughout 2022, we made open market repurchases of $351 million aggregate principal amount of assorted series of notes at an average price of 92% of par.

We expect to have ample opportunities to reduce our debt with our own free cash flow generation in the coming years.

During 2022, we reduced outstanding debt by approximately $1.1 billion while returning $240 million in capital to shareholders via share repurchases.

Our 2022 absolute Scope 1 and Scope 2 GHG emissions were below our reduction goal well ahead of our 2030 target year.

Since 2017, we have reduced our absolute emissions by 32% from 44 million metric tons to 30 million metric tons of CO 2 e in 2022.

In May 2023, we completed a successful blast furnace hydrogen injection trial at Middletown Works.

During the trial, hydrogen gas was injected in all 20 tuyeres at the Middletown #3 blast furnace, facilitating the production of clean pig iron.

In this trial, hydrogen served as a partial substitute for the fossil fuels necessary for iron reduction, ultimately replacing the release of CO 2 with the release of H 2 O (water vapor) with no impact to product quality or operating efficiency.

In October 2023, the DOE announced the intention to award funding under the Infrastructure and Jobs Act for seven regional hydrogen hubs, including the Midwest Alliance for Clean Hydrogen.

This hub covering Illinois, Indiana and Michigan was selected for $1 billion in funding and is near our two largest steel plants, Indiana Harbor and Burns Harbor.

We recently commissioned a pipeline and successfully completed a hydrogen injection trial at our Indiana Harbor blast furnace #7.

This follows an initial similar trial of hydrogen at our blast furnace in Middletown earlier in 2023.

The use of hydrogen within our blast furnace is expected to partially reduce coke rate and displace the release of CO 2 with H 2 O, reducing our overall emissions.

Our future GHG emissions reductions are expected to be driven by the use of direct reduced iron in blast furnaces, the stretching of hot metal with additional scrap, driving more productivity out of fewer blast furnaces, implementing hydrogen use where possible, adopting carbon capture and utilization, procuring more clean energy and operating with higher energy efficiency.

IMPROVE FINANCIAL FLEXIBILITY

Given the cyclicality of our business, it is important to us to be in the financial position to easily withstand economic cycles and be opportunistic when attractive strategic opportunities arise.

Since the acquisition of our steelmaking assets in 2020, we have demonstrated our ability to generate healthy free cash flow and use it to reduce substantial amounts of debt, return capital to shareholders through our share repurchase program, and make investments to both improve and grow our business.

During 2023, we reduced the principal amount of outstanding long-term debt by $1.1 billion while returning $152 million in capital to shareholders via share repurchases.

We have also historically shown our ability to take advantage of volatility in the debt markets and repurchase notes at a discount.

We expect to have ample opportunities to reduce our debt and return capital to shareholders with our own free cash flow generation in the coming years.

It is also important for us to maintain sufficient liquidity.

Our liquidity as of December 31, 2023 of $4.5 billion is the highest in our Company’s history.

BUSINESS OPERATIONS

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Our primary steel producing and finishing facilities are located across Illinois, Indiana, Michigan, Ohio, Pennsylvania and West Virginia.

We operate 7 blast furnaces and 5 EAFs with the configured capability of producing approximately 20 million tons of raw crude steel annually.

Raw crude steel is generally cast into slabs and finished based on customer specifications.

We operate seven blast furnaces and five EAFs with the configured capability of producing approximately 20.5 million tons of raw steel annually.

Raw steel is generally cast into slabs and finished based on customer specifications.

Finishing is completed on site at our integrated operations or at one of our standalone finishing facilities.

Ferrous raw materials for the production of steel are internally sourced from our iron ore mines in Michigan and Minnesota, our direct reduction plant in Ohio and our scrap facilities in Florida, Michigan, Ohio, Ontario and Tennessee.

We also operate a coal mining complex in West Virginia and produce coke from our facilities in Ohio, Pennsylvania and Indiana.

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We also operate a coal mining complex in West Virginia and produce coke from our facilities in Indiana, Ohio, and Pennsylvania.

Our Other Businesses primarily includes the Tubular Components and Tooling and Stamping 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.

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Properties for additional information.

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PRODUCTS AND MARKETS

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◦ Tool and Die

◦ Cast Ingots

As a fully integrated steel enterprise, we have a comprehensive portfolio of steel solutions.

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Steel producers Slab, scrap, iron ore, HBI, coal and coke 13 % 15 %

The change in percentages of revenues to each market in 2022, compared to 2021, was driven primarily by the increase in selling prices for our fixed price contracts to the direct automotive market, lower pricing on index linked sales, lower spot sales, and the inclusion of full-year results from the FPT Acquisition.

The change in percentages of revenues to each market in 2023, compared to 2022, was driven primarily by the increase in volumes and in selling prices for our fixed price contracts to the direct automotive market, lower pricing on index-linked sales, and lower pricing on spot sales.

Additionally, our sales to the direct automotive market increased as prior supply chain issues eased and light vehicle production in North America reached the highest level since 2019.

We sell our products principally to customers in North America.

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The largest end user for our steel products is the automotive industry in North America, which makes light vehicle production a key driver of demand.

During 2022, North American light vehicle production was 14.3 million units, up from 13.0 million units in both 2020 and 2021.

While production improved from the prior year, it remained below the prior ten-year average of approximately 16.0 million units primarily due to the global semiconductor shortage, as well as other material shortages and supply chain disruptions.

The long-term outlook for the automotive industry remains positive as pent-up demand remains strong, inventory levels are significantly below historical averages and the average age of vehicles on the road in the U.S.

reached an all-time high during 2022.

During 2023, North American light vehicle production was 15.6 million units, up from 14.3 million units in 2022.

North American light vehicle production in 2024 is estimated to exceed 2023 units, indicating continued strength from the automotive industry.

The long-term outlook for the automotive industry remains positive as pent-up demand remains strong, inventory levels are below historical averages and the average age of vehicles on the road in the U.S.

reached an all-time high during 2023, surpassing the previous record set in 2022.

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Furthermore, during 2023, consumer demand for sport utility vehicles, trucks and crossovers continued to increase while demand for smaller sedans and compact cars declined.

We benefit from intentionally targeting larger vehicle platforms to take advantage of consumer preferences, and we have focused on and have been successful in getting sourced on numerous large vehicle platforms.

We benefit from intentionally targeting larger vehicle platforms to take advantage of consumer preferences, and we have focused on and have been successful in supplying sizeable portions of numerous large vehicle platforms.

As a result, a significant portion of the automotive steel that we sell is used to produce these popular larger vehicles.

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Automotive manufacturers continue to explore opportunities to develop vehicles that are lighter in weight.

We collaborate with our automotive customers and their suppliers to develop innovative solutions using our developments in light weighting, efficiency, and material strength and formability across our extensive product portfolio, in combination with our automotive stamping and tube-

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making capabilities.

We are also working with our customers to develop steels with greater heat resistance for exhaust systems that support new, fuel-efficient engines that run at higher temperatures.

During 2023, we introduced an all steel battery box design utilizing various grades of AHSS for improved use for lower GHG emissions, to maintain light-weighting targets, and to gain cost benefits when compared to using alternative materials.

We believe we offer steel products that are stronger, less expensive, have competitive weight savings, are easier to repair and are more environmentally friendly than alternative materials.

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today are imported from foreign suppliers, but more local sourcing and manufacturing of motors is expected to occur in the future.

As the only North American producer of high-efficiency NOES, which is a critical component of EV motors, we are positioned to potentially benefit from the growth of EVs going forward.

During 2022, we introduced our MOTOR-MAX™ product line of NOES for high frequency motors and generators.

As a leading producer in North America of high-efficiency NOES, which is a critical component of EV motors, we are positioned to potentially benefit from the growth of EVs going forward.

In 2022, we introduced our MOTOR-MAX™ product line of NOES for high frequency motors and generators.

We believe our strong foundation in electrical steels and long-standing relationships with automotive manufacturers and their suppliers will provide us with an advantage in this market as it continues to grow and mature.

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The majority of our sales to the automotive market are under annual fixed price contracts.

In 2023, our selling prices to this end market will be significantly higher than 2022 as a result of favorable contract renewals.

In 2024, we expect contract prices to be roughly similar when compared to the prior year.

INFRASTRUCTURE AND MANUFACTURING MARKET

We sell a variety of our steel products, including hot-rolled, cold-rolled, galvanized, plate, stainless, electrical, tinplate and rail, to the infrastructure and manufacturing market.

This market includes sales to manufacturers of HVAC, appliances, power transmission and distribution transformers, storage tanks, ships and railcars, wind towers, machinery parts, heavy equipment, military armor, food preservation and railway lines.

This market includes sales to manufacturers of HVAC, appliances, power transmission and distribution transformers, storage tanks, ships, railcars, wind towers, machinery parts, heavy equipment, military armor, food preservation and railway lines.

Domestic construction activity and the replacement of aging infrastructure directly affect sales of steel to this market.

Nonresidential construction spending was strong in 2022 and will likely continue in 2023 supported by the Infrastructure and Jobs Act of 2021 and the CHIPS Act.

The Infrastructure and Jobs Act of 2021 will likely increase demand for steel products related to renewable energy, as well as the modernization of the U.S.

Recent government legislation, including the Infrastructure and Jobs Act, the CHIPS Act and the Inflation Reduction Act, is expected to keep demand elevated for steel products related to renewable energy, as well as the modernization of the U.S.

electrical grid.

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Additionally, we estimate solar panels consume 40 metric tons of steel per megawatt of electrical generating capacity.

We should also benefit from the Inflation Reduction Act, which provides a tax credit for consumers who buy new EVs, which should increase the demand for our electrical steel used in charging stations.

We should also continue to benefit from a tax credit provided by the Inflation Reduction Act for consumers who buy new EVs, which should increase the demand for our electrical steel used in charging stations.

Sales to this end market are made under a combination of annual fixed price contracts and index-linked pricing arrangements.

Our selling prices under our annual fixed price contracts will be significantly higher in 2023 compared to the prior year as a result of favorable renewals.

Our selling prices under our annual fixed price contracts are expected to be roughly similar in 2024 when compared to the prior year.

DISTRIBUTORS AND CONVERTERS MARKET

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Our steel is typically sold to this market on a spot basis or under contracts linked to steel pricing indices.

Demand and pricing for this market can be highly dependent on a variety of factors, including global and domestic commodity steel production capacity, demand for manufactured goods, the price of scrap, the relative health of the global economy, the import and export levels of other steel producing nations, the provisions of international trade agreements and fluctuations in international currencies.

Demand and pricing for this market can be highly dependent on a variety of factors, including global and domestic commodity steel production capacity, demand for manufactured goods, the price of scrap, the relative health of the global economy, the import and export levels of other steel producing nations, service center inventory management, the provisions of international trade agreements and fluctuations in international currencies.

The price for domestic HRC, the most significant index in driving the revenues and profitability of our Steelmaking segment, averaged $906 per net ton for 2023, compared to $1,011 per net ton in 2022.

The main decline in pricing occurred in the second half of 2022 as service centers destocked inventory, interest rate hikes drove caution on new business and pricing for metallics declined.

The main decline in pricing occurred in the third quarter of 2023 as demand from service centers was adversely impacted due to the anticipation of, and ultimate occurrence of, the UAW strike at certain domestic automotive producers.

The automotive strike concluded in the fourth quarter of 2023, resulting in increased demand from our automotive and service center customers.

This increased demand led to a sharp rebound in HRC pricing, which ended the year at approximately $1,100 per net ton.

STEEL PRODUCERS MARKET

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It includes sales of raw materials and semi-finished and finished goods, including iron ore pellets, coal, coke, HBI, scrap, slab and other steel products.

The inclusion of full-year results for the FPT Acquisition in 2022 was the main driver in the year-over-year increase in revenues to the steel producers market.

FPT is one of the largest processors of prime scrap in the country.

Our expansion in scrap has continued to grow as we have leveraged our long-standing flat-rolled automotive and other customer relationships into recycling partnerships.

Our steelmaking operations consume a large portion of the ferrous scrap processed by FPT.

Our scrap presence has developed further since acquiring FPT as we have leveraged our long-standing flat-rolled automotive and other customer relationships into recycling partnerships.

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steelmaking operations consume a large portion of the ferrous scrap processed by FPT.

We also have third-party sales of ferrous and non-ferrous scrap.

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The price of busheling scrap, a necessary input for flat-rolled steel production in EAFs in the U.S., averaged $488 per long ton during 2023, an 8% decrease from the prior year, but remained well above the historical ten-year average of approximately $390 per long ton.

We expect the price of busheling scrap to remain elevated above historical averages throughout 2023 due to the

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continued decline of prime scrap generation and the growth of EAF capacity in the U.S., along with a push for expanded scrap use globally.

We expect the price of busheling scrap to remain elevated above historical averages in the coming years due to the continued decline of prime scrap generation and the growth of EAF capacity in the U.S., along with a push for expanded scrap use globally.

APPLIED TECHNOLOGY, RESEARCH AND DEVELOPMENT

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A prime example of our ability to help our customers through research and development can be seen in the support and products we offer as automotive manufacturers have started increasing their development of EVs to meet the growing consumer adoption of EVs.

We are the only North American producer of high-efficiency NOES, which is a critical component of EV motors.

During 2022, we introduced our MOTOR-MAX™ product line of NOES for high frequency motors and generators.

We also introduced an all steel battery box design utilizing various grades of AHSS for improved use for lower GHG emissions, to maintain light-weighting targets, and to gain cost benefits when compared to using alternative materials.

We are also a leading producer in North America of high-efficiency NOES, which is a critical component of EV motors.

Our MOTOR-MAX™ NOES product line is used for high frequency motors and generators.

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Steel producers that sell to the automotive market are required to meet strict and high-quality product specifications that demand strong technical capabilities, investment in capital and other resources to manage inventory, customer service, and research and development.

As the largest supplier of steel to the automotive industry in North America, we continue to meet all the requirements needed to serve the automotive industry and maintain our position as the industry leader going forward.

Significant capital investments in equipment, technology and other resources that would effectively replicate our processes, at a likely higher cost than ours, would be required for certain competitors to meet all the demands required of the automotive industry.

The steel industry has faced limited competition from aluminum manufacturers (and, to a lesser extent, other materials) as automotive manufacturers attempt to develop vehicles that are lighter in weight.

The steel industry has faced competition from aluminum manufacturers (and, to a lesser extent, other materials) as automotive manufacturers attempt to develop vehicles that are lighter in weight.

To address automotive manufacturers’ light weighting needs that the aluminum industry is targeting, we have developed AHSS grades that we believe provide weight savings similar to aluminum, while being stronger, less costly, easier to repair, more sustainable and more environmentally friendly.

Aluminum penetration has been primarily limited to specific automotive applications, such as outer panels and closures, rather than entire body designs.

Aluminum penetration has been primarily limited to specific automotive applications, such as outer panels and closures, rather than entire

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body designs.

In addition, our automotive customers who continue to use steel, as opposed to aluminum and other alternative materials, are able to avoid the significant capital expenditures required to re-tool their manufacturing processes to accommodate the use of non-steel materials.

We do not expect the use of aluminum in vehicles to pose a significant threat as a replacement to steel.

EAFs comprise over 70% of steel production and more than 40% of flat-rolled steel production in the U.S.

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and increasing focus on industry decarbonization, we expect the price of scrap to remain elevated over historical averages, providing our integrated footprint a competitive cost advantage.

Companies who primarily operate EAFs also generally offer a narrower range of products than integrated steel mills and are limited in their product quality as their equipment is designed to utilize scrap as the main feedstock, which often contains high residual content, such as copper, limiting their ability to meet certain high grades of steel that demand virgin iron feedstock.

We also believe companies who primarily operate EAFs often do not have the equipment capabilities to produce the product range that integrated facilities offer, nor do we believe they possess our depth of customer service, technical support, and research and innovation.

Our integrated facilities utilize domestic internally sourced iron ore as the primary feedstock, which allows us to produce high-quality products with low residual content.

We also possess the breadth and depth related to customer service, technical support, and research and development necessary to supply the demanding needs of the automotive industry and other demanding end markets.

The additional capacity from domestic EAF competition could displace imports as the U.S.

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is still the largest net importer of steel in the world, and domestically produced steel is generally more environmentally friendly than imported steel.

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Depending on the country of origin, these reasons may include government subsidies;

illegal dumping;

lower labor, raw material, energy and regulatory costs;

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and preferential trade practices in their home countries.

In 2022, finished steel imports increased 11% compared to the prior year as a result of less onerous trade restrictions for certain foreign competition and, at times, a disparity between foreign and domestic prices.

Imports still remain below levels seen between 2013 and 2018, which we believe is at least partially attributable to the implementation of certain trade restrictions on imported steel, including both targeted trade cases and the more broad Section 232 tariffs.

Further modifications to these trade restrictions by government authorities could directly or indirectly impact import levels in the future.

In 2023, finished steel imports decreased 14% compared to the prior year as imports were unattractive for the majority of 2023 due to low pricing spreads between the U.S.

and other regions.

However, a disparity between domestic and foreign steel prices or modifications to certain trade restrictions currently in place on imported steel by government authorities could directly or indirectly impact import levels in the future.

Import levels are also affected to varying degrees by the relative level of steel production in China and other countries, the strength of demand for steel outside the U.S., and the relative strength or weakness of the U.S.

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Some foreign competitors may benefit from less stringent environmental requirements in the countries where they produce, resulting in lower compliance costs for them and providing those foreign competitors with a cost advantage on their products.

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Specifically, there are several notable proposed or potential rulemakings or activities that could have a material adverse impact on our facilities in the future depending on their ultimate outcome:

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Minnesota's sulfate wild rice water quality standard;

and Minnesota's mercury TMDL and mercury reduction rules.

Minnesota's mercury TMDL and mercury reduction rules;

and changes to National Emission Standards for Hazardous Air Pollutants in the taconite, iron and steel, and coke sectors.

CLIMATE CHANGE AND GREENHOUSE GAS REGULATIONS

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Additionally, international treaties or agreements such as the Paris Agreement may influence legislative and regulatory decisions in the U.S.

Potential climate-related regulations and legislation that could impact our business include

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reporting obligations, mandatory carbon reductions, carbon pricing mechanisms and trade policies, and climate-related procurement and product labeling requirements.

Potential climate-related regulations and legislation that could impact our business include reporting obligations, such as the climate accountability package enacted in California in late 2023, mandatory carbon reductions, carbon pricing mechanisms and trade policies, such as the European Union's Carbon Border Adjustment Mechanism, which entered into its transitional phase late in 2023, and climate-related procurement and product labeling requirements.

The dynamic forward outlook for these potential regulations presents a challenge to large industrial companies to assess the long-term net impacts of carbon compliance costs on their operations.

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On January 6, 2023, the EPA proposed changes to the National Ambient Air Quality Standards for particulate matter.

The proposal seeks comment on lowering the primary annual fine particulate matter (PM 2.5 ) level from 12 micrograms per cubic meter (ug/m3) of air to 9 – 10 ug/m3 while taking comment on alternative annual standard levels down to 8 ug/m3 and up to 11 ug/m3.

The EPA is also proposing to retain current primary 24-hour PM 2.5 standard of 35 ug/m3 while soliciting comments on revising the level as low as 25 ug/m3.

The lower the standard, the greater potential effect on our operations across the country.

We are actively engaged with various experts and trade associations to provide legal and technical comments on the proposal.

The rule is expected to be finalized in 2023, after which each state will have three years to submit a State Implementation Plan to the EPA detailing how it intends to address any nonattainment areas in the state.

The potential changes to air pollution control equipment or operations needed at our plants to comply with a new particulate matter standard are not known at this time, and the potential cost is not estimable but could be material.

The proposal sought comment on lowering the primary annual fine particulate matter (PM 2.5 ) level from 12 micrograms per cubic meter (ug/m 3 ) of air to 9 – 10 ug/m 3 while taking comment on alternative annual standard levels down to 8 ug/m 3 and up to 11 ug/m 3 .

The EPA also proposed to retain the current primary 24-hour PM 2.5 standard of 35 ug/m 3 while soliciting comments on revising the level as low as 25 ug/m 3 .

The lower the standard, the greater potential effect on our operations.

We actively engaged with various experts and trade associations to provide legal and technical comments on the proposal.

On February 7, 2024, the EPA issued a final rule lowering the primary annual PM 2.5 standard to 9.0 ug/m 3 .

This standard will be final 60 days after publication in the Federal Register and will affect permitting for new or modified sources after that date.

States will have three and a half years to submit State Implementation Plans to the EPA detailing how they intend to address existing sources that affect any nonattainment areas in the state.

The EPA retained the current primary 24-hour PM 2.5 standard of 35 ug/m 3 .

The potential changes to air pollution control equipment or operations needed at our plants to comply with the new particulate matter standard are not known at this time, and the potential cost is not estimable but could be material.

It is highly likely that the revised standard will be appealed, and a stay of the standard could be issued, but is uncertain.

CHANGES TO OZONE TRANSPORT REGULATIONS

In 2022, the EPA proposed to impose new standards for nitrogen oxide (an ozone precursor) on various industries (including the steel and iron ore sectors) that operate in specific states, including numerous states where we operate (Illinois, Indiana, Michigan, Minnesota, Ohio, Pennsylvania and West Virginia).

While we participated in commenting on the proposed rule, pointing out its technical and legal flaws, a final rule is expected to be issued in the first six months of 2023 that could affect our facilities in the listed states.

Since the technology originally proposed by the EPA is infeasible at our sites, any potential changes at our facilities that may be required to comply with the final rule are not known and not estimable at this time but could be material.

Although there were changes in the final rule that resulted in less impact to our operations, we are appealing the final rule as it applies to reheat furnaces and boilers.

If the appeal is unsuccessful, then we will have to invest in new or revised air pollution control equipment, for which the actual cost is unknown but could be material.

SELENIUM DISCHARGE REGULATION

In Michigan, our Empire and Tilden mines have implemented compliance plans to manage selenium according to applicable permit conditions.

A water treatment system for both facilities is anticipated sometime before 2028.

Construction of a water treatment system for both facilities is anticipated to begin in 2028, and the system is anticipated to be operational in 2030.

As of December 31, 2023, included within our Empire asset retirement obligation is a discounted liability of approximately $131 million, which includes the estimated costs associated with the construction of Empire's portion of the required infrastructure and expected future operating costs of the treatment facilities.

Additionally, included within our Tilden future capital plan is approximately $20 million for the construction of Tilden's portion of the required infrastructure.

Additionally, included within our Tilden future

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capital plan is approximately $32 million for the construction of Tilden's portion of the required infrastructure.

We are continuing to assess and develop potential cost effective and sustainable selenium treatment technologies.

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Minnesota submitted a list of impaired water revisions to the EPA in 2020.

In 2021, the EPA disapproved of Minnesota’s draft list and subsequently announced its proposed list of wild rice water bodies that were impaired due to sulfate under the Clean Water

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Act’s Section 303(d) process, which resulted in the addition of 32 waters in November 2021.

In 2021, the EPA disapproved of Minnesota’s draft list and subsequently announced its proposed list of wild rice water bodies that were impaired due to sulfate under the Clean Water Act’s Section 303(d) process, which resulted in the addition of 32 waters in November 2021.

At this time, it is unknown how the MPCA intends to implement requirements to address sulfate impaired waters.

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This determination was based on detailed engineering analysis and research testing.

In January 2023, MPCA responded that certain technologies may be appropriate, and MPCA requested submission of revised Mercury Reduction Plans from the facilities.

In January 2023, MPCA responded that certain technologies may be appropriate, and MPCA requested submission of revised Mercury Reduction Plans from the facilities within 180 days of the effective date of the forthcoming Taconite National Emission Standards for Hazardous Air Pollutants rule.

Potential impacts to us are not estimable at this time because the revised Mercury Reduction Plans remain under development.

RISK AND TECHNOLOGY REVIEWS FOR TACONITE AND INTEGRATED IRON AND STEEL CATEGORIES

RISK AND TECHNOLOGY REVIEWS FOR TACONITE, INTEGRATED IRON AND STEEL, AND COKE CATEGORIES

Under the Clean Air Act, within eight years after promulgating National Emissions Standards for Hazardous Air Pollutants in industry-specific categories, the EPA must review the standards to determine whether they continue to protect public health with an ample margin of safety and protect against adverse environment effects.

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The EPA then reopened the rulemakings for numerous source categories, including taconite and integrated iron and steel, to confirm that all HAPs had been addressed in the updates to those rules.

In 2022, the EPA sent us information collection requests related to the emission of HAPs from taconite and integrated iron and steel sources, and we have fulfilled or are fulfilling those requests in the time prescribed by the EPA.

The EPA is required by court order to issue a final rule by October 26, 2023 for the integrated iron and steel category and November 16, 2023 for the taconite category.

Because the EPA has yet to propose revised rules, the impacts are not estimable at this time but could be material in future years.

In 2023, the EPA determined that several HAPs are emitted from the sectors that are not yet regulated, so the EPA proposed new standards for those specific HAPs.

In addition, the EPA based some proposed regulatory changes on what it deemed technological developments in the sectors.

Several trade organizations commented on the proposed rules with our input, and the rules are expected to be finalized in 2024.

Some proposed changes, if finalized as proposed and if upheld on appeal, could result in significant expenditures for our taconite, iron and steel, or coke oven assets.

At this time the exact expenditures are unknown.

We intend to use all available tools to ensure that the regulations are based on sound science and feasible technology.

In 2023, the EPA likewise determined that the residual risk from coke ovens and from coke pushing, quenching, and battery stacks were low, and that no new technology developments justified changes to the regulations.

However, the EPA proposed new limits on formerly unregulated HAPs and other requirements that, taken together, could require investments at our coke facilities.

At this time, the amount of anticipated expenditures is unknown.

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OTHER GOVERNMENT LAWS AND REGULATIONS

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The laws and regulations noted above, as well as other applicable laws and regulations, or the manner in which they are interpreted or enforced, may require us to make material investments in the form of additional processes, training and capital, among other things.

For a discussion of the risks associated with certain applicable laws and regulations, see Part I – Item 1A, Risk Factors.

For a discussion of the risks associated with certain applicable laws and regulations, see Part I – Item 1A.

Risk Factors.

RAW MATERIALS AND ENERGY

Our steelmaking operations require iron ore, HBI, coke, coal, ferrous and carbon and stainless scrap, chrome, nickel and zinc as primary raw materials.

Our steelmaking operations require iron ore, HBI, coke, coal, ferrous and carbon and stainless scrap, chrome, nickel, zinc and other alloys as primary raw materials.

We also consume natural gas, electricity, industrial gases and diesel fuel at our operations.

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When multi-year contracts are not available, or are not available on acceptable terms, we purchase the remainder of our raw material needs under annual contracts or conduct spot purchases.

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also regularly evaluate alternative sources and substitute materials.

We also regularly evaluate alternative sources and substitute materials.

Additionally, we may hedge portions of our energy and raw materials purchases to reduce volatility and risk.

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We have an annual capacity of 1.9 million metric tons of HBI per year.

COKE AND COAL

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Properties for additional information.

We own the assets of FPT, which provide us sourcing and processing capabilities for both prime and obsolete scrap.

This access is critical, because prime scrap demand is expected to grow as new flat-rolled EAF capacity is set to come online over the next five years.

FPT includes 22 facilities that are primarily located in the Midwest near our steel facilities.

We own the assets of FPT, which provides us sourcing and processing capabilities for both prime and obsolete scrap.

This access is critical, because prime scrap demand is expected to grow as new flat-rolled EAF capacity has started to come online and is expected to increase in the coming years.

FPT includes 22 facilities that are primarily located in the Midwest near our steel

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Additionally, our access to scrap furthers our commitment to being an environmentally-friendly, low-carbon intensity steelmaker with a cleaner materials mix as we are able to better optimize productivity at our existing EAFs and BOFs.

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OTHER MATERIALS

We believe that supplies of chrome, nickel and zinc adequate to meet the needs of our steelmaking operations are readily available from outside sources at competitive market prices.

We believe that supplies of chrome, nickel, zinc and other alloys adequate to meet the needs of our steelmaking operations are readily available from outside sources at competitive market prices.

We consume a large amount of natural gas, electricity, industrial gases and diesel fuel, which are significant costs to our operations.

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We believe access to low-cost and reliable sources of natural gas is available to meet our operations’ requirements.

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We purchase electricity for all of our operations in either regulated or deregulated markets.

Due to the distinct nature of these markets, we procure electricity through either long-term or annual contracts.

Due to the distinct nature of the regulated market, we procure electricity through either long-term or annual contracts.

In deregulated markets, we purchase the majority of our electricity in the day-ahead market.

Some of our operations also use self-generated coke oven gas and/or blast furnace gas to produce electricity, which is an environmentally-friendly practice that also reduces our need to purchase electricity from external sources.

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We believe our employee-centric management philosophy is the key to our success.

Even though many other employers are facing unprecedented labor shortages, we continued to grow during 2022.

As of December 31, 2023, we employed approximately 28,000 people, with approximately 27,000 employed in the U.S.

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More than 90% of Cliffs’ hourly workforce are represented by three prominent unions — USW, UAW and IAM.

The hardworking men and women of Cliffs are the lifeblood of our Company.

The hardworking union-represented men and women of Cliffs are the lifeblood of our Company.

Our employees operate and maintain our facilities and are, ultimately, responsible for safely delivering a quality product internally and to our customers.

Therefore, we engage with our unions as business partners, and together we have achieved a number of successes that benefit our business and our people alike.

2022 HIGHLIGHTS

• On October 12, 2022, a new 4-year labor agreement with the USW was ratified.

The contract covers approximately 12,000 USW-represented employees at 13 operating locations, and is effective from September 1, 2022 through August 31, 2026.

• On September 30, 2022, a new 47-month labor agreement with the USW was ratified.

The contract covers approximately 2,000 USW-represented employees at our legacy mining operations, and is effective from October 1, 2022 through August 31, 2026.

• Additionally, on June 24, 2022, a new 3-year labor agreement with the UAW was ratified.

The contract covers approximately 1,100 UAW-represented employees at our Butler Works facility, and is effective June 15, 2022 through June 15, 2025.

We are proud to report we did not experience any strikes or lockouts last year.

We are proud to report that we successfully renegotiated all of our open labor agreements during 2023 without any difficulty or disruption.

Our hourly employees at our Northshore Mining operation also elected to unionize in 2023, and we successfully negotiated a new labor agreement there with the USW on an expedited basis.

This positive partnership with our unions helps us remain competitive for talent and protects our customers and their supply chains from disruptions due to labor disagreements.

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These tools have enabled us to increase the retention of key personnel, including our corporate and site leadership teams and critical technical talent.

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ROBUST EMPLOYEE BENEFITS PROGRAMS

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and that offer choice so they can customize their benefits to meet their needs and the needs of their families.

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DIVERSITY, EQUITY AND INCLUSION

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To us, this means encouraging and accepting different views and supporting and advancing gender and racial diversity.

Further, our OneCliffs Way of Doing Business provides that we will not make employment-related decisions nor will we discriminate based on race, color, religion, national origin, age, military or veteran status, disability, sex (including sexual orientation and gender identity), genetic information or any other characteristic protected by applicable law.

Further, our OneCliffs Way of Doing Business provides that we will not make employment-related decisions nor will we discriminate based on race, color, religion, national origin, age, military or veteran status, disability, sex (including sexual orientation and gender identity), pregnancy, genetic information, ethnicity or any other characteristic protected by applicable law.

We strive to make Cliffs a safe place to work for all.

Harassment and/or intimidation are not tolerated anywhere in our Company, and we hope our people make a career at Cliffs doing meaningful and challenging work.

Harassment and/or intimidation are not tolerated anywhere in our Company.

This allows our employees to develop a career at Cliffs by focusing on the meaningful and challenging work at our Company.

Safe production is our primary core value as we continue to reinforce a zero injury culture at our facilities.

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Senior Vice President, Finance & Treasurer (March 2020 – September 2021);

Vice President, Treasurer (January 2018 – March 2020);

and Assistant Treasurer (September 2016 – January 2018).

and Vice President, Treasurer (January 2018 – March 2020).

Terry Fedor 59 Executive Vice President, Operations (October 2022 – present);

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Executive Vice President, Business Development (May 2019 – May 2021);

Vice President, Deputy General Counsel & Assistant Secretary (January 2018 – May 2019);

and Deputy General Counsel & Assistant Secretary (January 2017 – January 2018).

James Graham 57 Executive Vice President, Human Resources, Chief Legal and Administrative Officer & Secretary (April 2022 – present);

and Vice President, Deputy General Counsel & Assistant Secretary (January 2018 – May 2019).

James Graham 58 Executive Vice President, Chief Legal and Administrative Officer & Secretary (January 2024 – present);

Executive Vice President, Human Resources, Chief Legal and Administrative Officer & Secretary (April 2022 – January 2024);

and Executive Vice President, Chief Legal Officer & Secretary (November 2014 – April 2022).

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business