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Business, Consolidation and Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with SEC rules and regulations and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position, results of operations, comprehensive income (loss), cash flows and changes in equity for the periods presented. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020 or any other future period. Due to the acquisition of AK Steel, certain balances have become material and are no longer being condensed in our Statements of Unaudited Condensed Consolidated Financial Position, such as balances for Right-of-use asset, operating lease and Operating lease liability, non-current. As a result, certain prior period amounts have been reclassified to conform with the current year presentation. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2019.

Acquisition of AK Steel

On March 13, 2020, we consummated the Merger, pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub was merged with and into AK Steel, with AK Steel surviving the Merger as a wholly owned subsidiary of Cliffs. Refer to NOTE 3 - ACQUISITION OF AK STEEL for further information.

AK Steel is a leading North American producer of flat-rolled carbon, stainless and electrical steel products, primarily for the automotive, infrastructure and manufacturing markets. The acquisition of AK Steel has transformed us into a vertically integrated producer of value-added iron ore and steel products.

COVID-19

In response to the COVID-19 pandemic, we have made various operational changes to adjust to the demand for our products. Although steel and iron ore are considered “essential” by the states in which we operate, certain of our facilities, including Dearborn Works, all Precision Partners facilities and approximately 65% of AK Tube production, have been temporarily idled until market conditions improve. We have also temporarily shut down construction activities at the HBI production plant. On April 13, 2020, we announced the temporarily idling of two of our iron ore mining operations, Northshore in Minnesota and Tilden in Michigan, and we expect them to restart in July 2020 and August 2020, respectively. Mansfield Works is idled for an unknown, extended period of time, and AK Coal has been indefinitely idled and held for sale. We are also moving forward with the permanent idle of the Dearborn Works hot strip mill, anneal and temper operations. Finally, the Hibbing mine, of which we are a minority participant, has been idled by the joint venture.

Basis of Consolidation

The unaudited condensed consolidated financial statements consolidate our accounts and the accounts of our wholly owned subsidiaries, all subsidiaries in which we have a controlling interest and two variable interest entities for which we are the primary beneficiary. All intercompany transactions and balances are eliminated upon consolidation.

Reportable Segments

The acquisition of AK Steel has transformed us into a vertically integrated producer of value-added iron ore and steel products and we are organized according to our differentiated products in two reportable segments - the new Steel and Manufacturing segment and the Mining and Pelletizing segment. Our new Steel and Manufacturing segment includes the assets acquired through the acquisition of AK Steel and our previously reported Metallics segment, and our Mining and Pelletizing segment includes our three active operating mines and our indefinitely idled mine.

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Significant Accounting Policies

A detailed description of our significant accounting policies can be found in the audited financial statements for the year ended December 31, 2019 included in our Annual Report on Form 10-K filed with the SEC. Due to the completion of our acquisition of AK Steel, there have been several changes in our significant accounting policies from those disclosed therein. The significant accounting policies requiring updates have been included within the disclosures below.

Revenue Recognition

Steel and Manufacturing

We generate our revenue through product sales, in which shipping terms generally 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. We have contracts with a significant portion of our customers. These contracts usually define the mechanism for determining the sales price, which is normally fixed upon transfer of control, but the contracts 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. For sales with shipping terms that transfer control at the destination point, we consider our performance obligation is complete and recognize revenue when the customer receives the goods. For sales with shipping terms that transfer control at the shipping point with us bearing responsibility for freight costs to the destination, we determine that we fulfilled a single performance obligation and recognize revenue when we ship the goods.

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.

Mining and Pelletizing

We sell a single product, iron ore pellets, in the North American market. Revenue is recognized generally when iron ore is delivered to our customers. Revenue is measured at the point that control transfers and represents the amount of consideration we expect to receive in exchange for transferring goods. We offer standard payment terms to our customers, generally requiring settlement within 30 days.

We enter into supply contracts of varying lengths to provide customers iron ore pellets to use in their blast furnaces. Blast furnaces must run continuously with a constant feed of iron ore in order to be most efficient. As a result, we ship iron ore in large quantities for storage and use by customers at a later date. Customers do not simultaneously receive and consume the benefits of the iron ore. Based on our assessment of the factors that indicate the pattern of satisfaction, we transfer control of the iron ore at a point in time upon shipment or delivery of the product. The customer is able to direct the use of, and obtain substantially all of the benefits from, the product at the time the product is delivered.

Most of our customer supply agreements specify a provisional price, which is used for initial billing and cash collection. Revenue is calculated using the expected revenue rate at the point when control transfers. The final settlement includes market inputs for a specified period of time, which may vary by customer, but typically include one or more of the following: Platts 62% Price, Atlantic Basin pellet premium and Platts international indexed freight rates. Changes in the expected revenue rate from the date control transfers through final settlement of contract terms is recorded in accordance with Topic 815. Refer to NOTE 14 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES for further information on how our estimated and final revenue rates are determined.

A supply agreement with a customer provides for supplemental revenue or refunds based on the hot-rolled coil steel price in the year the iron ore is consumed in the customer’s blast furnaces. As control transfers prior to consumption, the supplemental revenue is recorded in accordance with Topic 815. Refer to NOTE 14 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES for further information on supplemental revenue or refunds.

Included within Revenues related to Topic 815 is a derivative loss of $26.8 million and a derivative gain of $5.5 million for the three months ended March 31, 2020 and 2019, respectively.

Allowance for Doubtful Accounts

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

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the specific identification method in accordance with CECL. 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. We expect credit losses associated with major auto companies to be lower than other customer pools.

Deferred Revenue

The table below summarizes our deferred revenue balances:

	(In Millions)
	Deferred Revenue (Current)								Deferred Revenue (Long-Term)
	2020				2019				2020				2019
Opening balance as of January 1	$	22.1			$	21.0			$	25.7			$	38.5
Decrease	(21.8		)		(2.9		)		(25.7		)		—
Closing balance as of March 31	$	0.3			$	18.1			$	—			$	38.5

One of our iron ore pellet sales agreements required supplemental payments to be paid by a customer during the period from 2009 through 2013. Installment amounts received under this arrangement in excess of sales were classified as deferred revenue in the Statements of Consolidated Financial Position upon receipt of payment and the revenue was recognized over the life of the supply agreement, which had extended until 2022, in equal annual installments. As a result of the termination of the AK Steel iron ore pellet sales agreement, we realized $34.6 million of deferred revenue, which was recognized within Realization of deferred revenue in the Statements of Unaudited Condensed Consolidated Operations, during the three months ended March 31, 2020.

We have certain other sales agreements that require customers to pay in advance. Payments received on these agreements prior to revenue being recognized is recorded as deferred revenue in Other current liabilities.

Inventories

Steel and Manufacturing    

Inventories are stated at the lower of cost or net realizable value. The Steel and Manufacturing segment determines cost using average cost, excluding depreciation and amortization.

Mining and Pelletizing

Inventories are stated at the lower of cost or market. The Mining and Pelletizing segment determines cost using the LIFO method.

Property, Plant and Equipment

Our properties are stated at the lower of cost less accumulated depreciation or fair value. 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 is 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		40 to 45 years
Mining and Pelletizing equipment		Straight line/Double declining balance		3 to 20 years
Steel and Manufacturing equipment		Straight line/Double declining balance		3 to 20 years

Refer to NOTE 5 - PROPERTY, PLANT AND EQUIPMENT for further information.

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Goodwill

Goodwill represents the excess purchase price paid over the fair value of the net assets during an acquisition. Goodwill is not amortized but is assessed for impairment on an annual basis on October 1st (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 as follows:

Type		Basis		Useful Life
Intangible assets, net
Customer relationships		Straight line		18 years
Developed technology		Straight line		17 years
Trade names and trademarks		Straight line		10 years
Mining permits		Straight line		Life of mine
Intangible liability, net
Above-market supply contract		Straight line		13 years

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"). An impairment loss exists when the carrying value of the asset group is greater than its fair value. 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.

Refer to NOTE 6 - GOODWILL AND INTANGIBLE ASSETS AND LIABILITIES for further information.

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. For short-term leases (leases with an initial lease term of 12 months or less), right-of-use assets and lease liabilities are not recognized in the consolidated balance sheet, and lease expense is recognized on a straight-line basis over the lease term. In addition, we have agreements with both lease and non-lease components for which we have elected the practical expedient, for each underlying class of asset, to not separate the components.

Refer to NOTE 8 - LEASES for further information.

Investments in Affiliates

We have investments in several businesses accounted for using the equity method of accounting. We review an investment for impairment when circumstances indicate that a loss in value below its carrying amount is other than temporary. Investees and equity ownership percentages are presented below:

Investee		Segment Reported Within		Equity Ownership Percentage
Combined Metals of Chicago, LLC		Steel and Manufacturing		40.0%
Hibbing Taconite Company		Mining and Pelletizing		23.0%
Spartan Steel Coating, LLC		Steel and Manufacturing		48.0%

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Recent Accounting Pronouncements

Issued and Adopted

On March 2, 2020, the SEC issued a final rule that amended the disclosure requirements related to certain registered securities under SEC Regulation S-X, Rule 3-10, which required separate financial statements for subsidiary issuers and guarantors of registered debt securities unless certain exceptions are met. The final rule replaces the previous requirement under Rule 3-10 to provide condensed consolidating financial information in the registrant’s financial statements with a requirement to provide alternative financial disclosures (which include summarized financial information of the parent and any issuers and guarantors, as well as other qualitative disclosures) in either the registrant’s Management's Discussion and Analysis of Financial Condition and Results of Operations or its financial statements, in addition to other simplifications. The final rule is effective for filings on or after January 4, 2021, and early adoption is permitted. We have elected to early adopt this disclosure update for the period ended March 31, 2020. As a result, we have excluded the footnote disclosures required under the previous Rule 3-10, and applied the final rule by including the summarized financial information and qualitative disclosures in Part I - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q and Exhibit 22.1, filed herewith.

Revenues

The following table represents our consolidated Revenues (excluding intercompany revenues) by market:

	(In Millions)
	Three Months Ended March 31,
	2020				2019
Steel and Manufacturing:
Automotive	$	120.2			$	—
Infrastructure and manufacturing	44.0				—
Distributors and converters	53.3				—
Total Steel and Manufacturing	217.5				—
Mining and Pelletizing:
Steel producers1	141.6				157.0
Total revenues	$	359.1			$	157.0

¹ Includes Realization of deferred revenue of $34.6 million for the three months ended March 31, 2020.

The following table represents our consolidated Revenues (excluding intercompany revenues) by product line:

	(In Millions)
	Three Months Ended March 31,
	2020				2019
Steel and Manufacturing:
Carbon steel	$	138.6			$	—
Stainless and electrical steel	59.4				—
Tubular products, components and other	19.5				—
Total Steel and Manufacturing	217.5				—
Mining and Pelletizing:
Iron ore1	131.3				145.4
Freight	10.3				11.6
Total Mining and Pelletizing	141.6				157.0
Total revenues	$	359.1			$	157.0

¹ Includes Realization of deferred revenue of $34.6 million for the three months ended March 31, 2020.

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We sell domestically to customers located primarily in the Midwestern, Southern and Eastern United States and to foreign customers, primarily in Canada, Mexico and Western Europe. Net revenues to customers located outside the United States were $46.7 million and $43.0 million for the three months ended March 31, 2020 and 2019, respectively.

Allowance for Credit Losses

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

	(In Millions)
	March 31, 2020				March 31, 2019
Allowance for credit losses at beginning of period	$	—			$	—
Increase in allowance	1.2				—
Allowance for credit losses at end of period	$	1.2			$	—

Inventories

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

	(In Millions)
	March 31, 2020				December 31, 2019
Product inventories
Finished and semi-finished goods	$	1,358.9			$	114.1
Work-in-process	88.0				68.7
Raw materials	343.0				9.4
Total product inventories	1,789.9				192.2
Manufacturing supplies and critical spares	358.9				125.2
Inventories	$	2,148.8			$	317.4

Accrued Liabilities

The following table presents the detail of our Accrued liabilities in the Statements of Unaudited Condensed Consolidated Financial Position:

	(In Millions)
	March 31, 2020				December 31, 2019
Accrued employment costs	$	158.3			$	61.7
Accrued interest	47.1				29.0
Accrued dividends	24.9				17.8
Other	69.5				17.8
Accrued liabilities	$	299.8			$	126.3

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Cash Flow Information

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

	(In Millions)
	Three Months Ended March 31,
	2020				2019
Capital additions	$	157.7			$	129.3
Less:
Non-cash accruals	(10.3		)		(11.5		)
Right-of-use assets - finance leases	29.9				15.1
Grants	—				(8.4		)
Cash paid for capital expenditures including deposits	$	138.1			$	134.1

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

	(In Millions)
	Three Months Ended March 31,
	2020				2019
Taxes paid on income	$	0.1			$	0.1
Income tax refunds	(60.4		)		—
Interest paid on debt obligations net of capitalized interest1	29.7				39.2

¹ Capitalized interest was $9.7 million and $4.0 million for the three months ended March 31, 2020 and 2019, respectively.

Non-Cash Investing and Financing Activities

	(In Millions)
	Three Months Ended March 31,
	2020				2019
Fair value of common shares issued for consideration for business combination	$	617.6			$	—
Fair value of equity awards assumed from AK Steel acquisition	4.3				—
Dividends declared	24.0				14.5

Transaction Overview

On March 13, 2020, pursuant to the Merger Agreement, we completed the acquisition of AK Steel, in which we were the acquirer. As a result of the Merger, each share of AK Steel common stock issued and outstanding immediately prior to the effective time of the 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.

The acquisition combined Cliffs, North America’s largest producer of iron ore pellets, with AK Steel, a leading producer of innovative flat-rolled carbon, stainless and electrical steel products, to create a vertically integrated producer of value-added iron ore and steel products. The combination is expected to create significant opportunities to generate additional value from market trends across the entire steel value chain and enable more consistent, predictable performance through normal market cycles. Together, Cliffs and AK Steel have a presence across the entire manufacturing process, from mining to pelletizing to the development and production of finished high value steel products, including

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Next Generation Advanced High Strength Steels for automotive and other markets. The combination is expected to generate cost synergies, primarily from consolidating corporate functions, reducing duplicative overhead costs, and procurement and energy cost savings, as well as operational and supply chain efficiencies. The combined company is well positioned to provide high-value iron ore and steel solutions to customers primarily across North America.

Total net revenues for AK Steel for the most recent pre-acquisition year ended December 31, 2019 were $6,359.4 million. Following the acquisition, the operating results of AK Steel were included in our unaudited condensed consolidated financial statements and are reported as part of our Steel and Manufacturing segment. For the period subsequent to the acquisition (March 13, 2020 through March 31, 2020), AK Steel's Revenues were $217.5 million and Net loss attributable to Cliffs shareholders was $55.1 million, which includes $23.2 million and $17.6 million related to amortization of the fair value inventory step-up and severance costs, respectively.

Additionally, we incurred acquisition costs of $23.2 million for the three months ended March 31, 2020, which were recorded in Acquisition-related costs on the Statements of Unaudited Condensed Consolidated Operations.

Refer to NOTE 7 - DEBT AND CREDIT FACILITIES for information regarding debt transactions executed in connection with the Merger.

The Merger was accounted for under the acquisition method of accounting for business combinations. The acquisition date fair value of the consideration transferred totaled $1.5 billion. The following tables summarize the consideration paid for AK Steel and the estimated fair values of the assets acquired and liabilities assumed at the acquisition date.

The fair value of the total purchase consideration was determined as follows:

	(In Millions, Except Per Share Amounts)
Fair value of Cliffs common shares issued for AK Steel outstanding common stock	$	617.6
Fair value of replacement equity awards	4.3
Fair value of AK Steel debt	913.6
Total transaction consideration	$	1,535.5

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 Merger is calculated as follows:

	(In Millions, Except Per Share Amounts)
Number of shares of AK Steel common stock issued and outstanding	316.9
Exchange ratio	0.400
Shares of Cliffs common shares issued to AK Steel stockholders	126.8
Price per share of Cliffs common shares	$	4.87
Fair value of Cliffs common shares issued for AK Steel outstanding common stock	$	617.6

The fair value of AK Steel's debt included in the consideration is calculated as follows:

	(In Millions)
Credit Facility	$	590.0
7.50% Senior Secured Notes due July 2023	323.6
Fair value of debt included in consideration	$	913.6

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Valuation Assumption and Preliminary Purchase Price Allocation

We estimated fair values at March 13, 2020 for the preliminary allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed. During the measurement period, we will continue to obtain information to assist in finalizing the fair value of net assets acquired and liabilities assumed, which may differ materially from these preliminary estimates. If we determine any measurement period adjustments are material, we will apply those adjustments, including any related impacts to net income, in the reporting period in which the adjustments are determined. We are in the process of conducting a valuation of the assets acquired and liabilities assumed related to the acquisition, most notably, inventories, including manufacturing supplies and critical spares, personal and real property, leases, deferred taxes, investments, asset retirement obligations, OPEB liabilities and intangible assets/liabilities, and the final allocation will be made when completed, including the result of any identified goodwill. Accordingly, the provisional measurements noted below are preliminary and subject to modification in the future.

The preliminary purchase price allocation to assets acquired and liabilities assumed in the Merger was:

	(In Millions)
Cash and cash equivalents	$	37.7
Accounts receivable	666.0
Inventories	1,562.8
Other current assets	67.5
Property, plant and equipment	2,184.4
Intangible assets	163.0
Right-of-use asset, operating lease	225.9
Other non-current assets	85.9
Accounts payable	(636.3		)
Accrued liabilities	(222.5		)
Other current liabilities	(181.8		)
Long-term debt	(1,179.4		)
Deferred income taxes	(19.7		)
Operating lease liability, non-current	(188.1		)
Intangible liability	(140.0		)
Pension and OPEB liabilities	(873.0		)
Asset retirement obligations	(13.9		)
Other non-current liabilities	(144.2		)
Net identifiable assets acquired	$	1,394.3
Goodwill	141.2
Total net assets acquired	$	1,535.5

The goodwill resulting from the acquisition of AK Steel was assigned to Precision Partners, our downstream tooling and stamping operations, and AK Tube, our tubing operations, that are reporting units included in the Steel and Manufacturing segment. Goodwill is calculated as the excess of the purchase price over the net identifiable assets recognized and primarily represents the growth opportunities in lightweighting solutions to automotive customers, as well as any synergistic benefits to be realized from the acquisition of AK Steel. None of the goodwill is expected be deductible for income tax purposes.

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The preliminary purchase price allocated to identifiable intangible assets and liabilities acquired was:

	(In Millions)				Weighted Average Life (In Years)
Intangible assets:
Customer relationships	$	91.0			18
Developed technology	61.0				17
Trade names and trademarks	11.0				10
Total identifiable intangible assets	$	163.0			17
Intangible liability:
Above-market supply contract	$	(140.0	)		13

The above-market supply contract relates to a long-term coke supply agreement with SunCoke Middletown, a consolidated variable interest entity. Refer to NOTE 18 - VARIABLE INTEREST ENTITIES for further information.

Pro Forma Results

The following table provides unaudited pro forma financial information, prepared in accordance with Topic 805, for the three months ended March 31, 2020 and 2019, as if AK Steel had been acquired as of January 1, 2019:

	(In Millions)
	Three Months Ended March 31,
	2020				2019
Revenues	$	1,526.4			$	1,787.3
Net loss attributable to Cliffs shareholders	$	(17.4	)		$	(79.7	)

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 acquisition occurred on January 1, 2019. Significant pro forma adjustments include the following:

1.	The elimination of intercompany revenues between Cliffs and AK Steel of $67.8 million and $67.4 million for the three months ended March 31, 2020 and 2019, respectively.

2.	The 2020 pro forma net income was adjusted to exclude $23.2 million of non-recurring inventory acquisition accounting adjustments incurred during the three months ended March 31, 2020. The 2019 pro forma net income was adjusted to include $84.8 million of non-recurring inventory acquisition accounting adjustments.

3.	The elimination of nonrecurring transaction costs incurred by Cliffs and AK Steel in connection with the Merger of $26.6 million for the three months ended March 31, 2020.

4.	Total other pro forma adjustments included income of $13.1 million and $4.2 million, for the three months ended March 31, 2020 and 2019, respectively, primarily due to reduced interest and amortization expense, offset partially by additional depreciation expense.

5.	The income tax impact of pro forma transaction adjustments that affect Net loss attributable to Cliffs shareholders at a statutory rate of 24.3% resulted in an income tax expense of $11.6 million and an income tax benefit of $18.3 million, for the three months ended March 31, 2020 and 2019, respectively.

The unaudited pro forma financial information does not reflect the potential realization of revenue synergies or cost savings, nor does it reflect other costs relating to the integration of the two companies. This unaudited pro forma financial information should not be considered indicative of the results that would have actually occurred if the acquisition had been consummated on January 1, 2019, nor are they indicative of future results.

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Our Company is a vertically integrated producer of value-added iron ore and steel products. Our operations are organized and managed in two operating segments according to our upstream and downstream operations. Our Mining and Pelletizing segment is a major supplier of iron ore pellets to the North American steel industry from our mines and pellet plants located in Michigan and Minnesota. Our Steel and Manufacturing segment is a leading producer of flat-rolled carbon, stainless and electrical steel products, primarily for the automotive, infrastructure and manufacturing, and distributors and converters markets. Our Steel and Manufacturing segment includes subsidiaries 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. Although we planned for our HBI production plant in Toledo, Ohio, now included as part of our Steel and Manufacturing segment, to be ready for production before the end of the second quarter of 2020, construction is temporarily on hold due to the economic impact of the COVID-19 pandemic. All intersegment transactions were eliminated in consolidation.

We evaluate performance on a 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 and iron ore industries. 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:

	(In Millions, Except Sales Tons)
	Three Months Ended March 31,
	2020				2019
Sales volume (in thousands):
Steel and Manufacturing consolidated sales (net tons)	199				—
Mining and Pelletizing sales (long tons)	2,134				1,550
Less: Intercompany sales (long tons)	(783		)		—
Mining and Pelletizing consolidated sales (long tons)	1,351				1,550
Revenues:
Steel and Manufacturing consolidated revenues	$	217.5			$	—
Mining and Pelletizing1	229.4				157.0
Less: Intercompany revenues	(87.8		)		—
Mining and Pelletizing consolidated revenues	141.6				157.0
Revenues	$	359.1			$	157.0
Adjusted EBITDA:
Steel and Manufacturing	$	(11.1	)		$	(0.8	)
Mining and Pelletizing	81.8				47.5
Corporate and eliminations	(48.0		)		(25.5		)
Total Adjusted EBITDA	$	22.7			$	21.2

¹ Includes Realization of deferred revenue of $34.6 million for the three months ended March 31, 2020.

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The following table provides a reconciliation of our consolidated Net loss to Total Adjusted EBITDA:

	(In Millions)
	Three Months Ended March 31,
	2020				2019
Net loss	$	(48.6	)		$	(22.1	)
Less:
Interest expense, net	(31.1		)		(25.1		)
Income tax benefit	51.4				3.7
Depreciation, depletion and amortization	(34.4		)		(19.9		)
Total EBITDA	$	(34.5	)		$	19.2
Less:
EBITDA of noncontrolling interests1	$	4.6			$	—
Severance costs	(19.3		)		(1.7		)
Acquisition costs	(23.2		)		—
Amortization of inventory step-up	(23.2		)		—
Gain (loss) on extinguishment of debt	3.2				(0.3		)
Impact of discontinued operations	0.7				—
Total Adjusted EBITDA	$	22.7			$	21.2

¹ Includes $3.5 million of income attributable to noncontrolling interests and $1.1 million of depreciation, depletion and amortization for the three months ended March 31, 2020.

The following summarizes our assets by segment:

	(In Millions)
	March 31, 2020				December 31, 2019
Assets:
Steel and Manufacturing	$	6,442.4			$	913.6
Mining and Pelletizing	1,752.4				1,643.1
Total segment assets	8,194.8				2,556.7
Corporate and Other (including discontinued operations)	717.5				947.1
Total assets	$	8,912.3			$	3,503.8

The following table summarizes our capital additions by segment:

	(In Millions)
	Three Months Ended March 31,
	2020				2019
Capital additions1:
Steel and Manufacturing	$	122.9			$	82.4
Mining and Pelletizing	34.2				46.8
Corporate and Other (including discontinued operations)	0.6				0.1
Total capital additions	$	157.7			$	129.3

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

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

	(In Millions)
	March 31, 2020				December 31, 2019
Land, land improvements and mineral rights	$	652.7			$	582.2
Buildings	452.5				157.8
Mining and Pelletizing equipment	1,431.8				1,413.6
Steel and Manufacturing equipment	2,140.9				42.0
Other	123.0				101.5
Construction-in-progress	1,011.3				730.3
Total property, plant and equipment1	5,812.2				3,027.4
Allowance for depreciation and depletion	(1,262.4		)		(1,098.4		)
Property, plant and equipment, net	$	4,549.8			$	1,929.0

¹ Includes right-of-use assets related to finance leases of $84.2 million and $49.0 million as of March 31, 2020 and December 31, 2019, respectively.

We recorded capitalized interest into property, plant and equipment of $9.7 million and $4.0 million during the three months ended March 31, 2020 and March 31, 2019, respectively.

We recorded depreciation and depletion expense of $35.4 million and $19.6 million for the three months ended March 31, 2020 and March 31, 2019, respectively.

Goodwill

The increase in the balance of Goodwill as of March 31, 2020 is due to the preliminary assignment of $141.2 million to Goodwill in the first quarter of 2020 based on the preliminary purchase price allocation for the acquisition of AK Steel. The carrying amount of goodwill related to our Mining and Pelletizing segment was $2.1 million as of both March 31, 2020 and December 31, 2019.

Intangible Assets and Liabilities

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

			(In Millions)
	Classification		Gross Amount				Accumulated Amortization				Net Amount
As of March 31, 2020
Intangible assets:
Customer relationships	Intangible assets, net		$	91.0			$	(0.5	)		$	90.5
Developed technology	Intangible assets, net		61.0				(0.3		)		60.7
Trade names and trademarks	Intangible assets, net		11.0				(0.1		)		10.9
Mining permits	Intangible assets, net		72.2				(24.3		)		47.9
Total intangible assets			$	235.2			$	(25.2	)		$	210.0
Intangible liability:
Above-market supply contract	Intangible liability, net		$	(140.0	)		$	2.1			$	(137.9	)
As of December 31, 2019
Intangible assets:
Mining permits	Intangible assets, net		$	72.2			$	(24.1	)		$	48.1

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Amortization expense related to intangible assets was $1.1 million and $0.2 million for the three months ended March 31, 2020 and 2019, respectively, and is recognized in Selling, general and administrative expenses in the Statements of Unaudited Condensed Consolidated Operations.

Estimated future amortization expense related to intangible assets at March 31, 2020 is as follows:

		(In Millions)
Years ending December 31,
2020 (remaining period of the year)		$	8.1
2021		10.8
2022		10.8
2023		10.8
2024		10.8
2025		10.8

Income from amortization of the intangible liability was $2.1 million for the three months ended March 31, 2020 and is recognized in Cost of goods sold in the Statements of Unaudited Condensed Consolidated Operations.

Estimated future amortization income related to the intangible liability at March 31, 2020 is as follows:

		(In Millions)
Years ending December 31,
2020 (remaining period of the year)		$	7.0
2021		10.9
2022		10.9
2023		10.9
2024		10.9
2025		10.9

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

(In Millions)
March 31, 2020
Debt Instrument		Issuer1		Annual Effective Interest Rate		Total Principal Amount				Debt Issuance Costs				Unamortized Premiums (Discounts)				Total Debt
Senior Secured Notes:
4.875% 2024 Senior Secured Notes		Cliffs		5.00%		$	400.0			$	(4.3	)		$	(1.7	)		$	394.0
6.75% 2026 Senior Secured Notes		Cliffs		7.00%		725.0				(20.3		)		(8.8		)		695.9
Senior Unsecured Notes:
7.625% 2021 AK Senior Notes		AK Steel		7.33%		33.5				—				0.1				33.6
7.50% 2023 AK Senior Notes		AK Steel		6.17%		12.8				—				0.5				13.3
6.375% 2025 Senior Notes		Cliffs		8.11%		231.8				(0.9		)		(17.9		)		213.0
6.375% 2025 AK Senior Notes		AK Steel		8.11%		38.4				—				(3.0		)		35.4
1.50% 2025 Convertible Senior Notes		Cliffs		6.26%		316.3				(4.4		)		(62.2		)		249.7
5.75% 2025 Senior Notes		Cliffs		6.01%		473.3				(3.5		)		(5.3		)		464.5
7.00% 2027 Senior Notes		Cliffs		9.24%		335.4				(1.3		)		(38.4		)		295.7
7.00% 2027 AK Senior Notes		AK Steel		9.24%		56.3				—				(6.4		)		49.9
5.875% 2027 Senior Notes		Cliffs		6.49%		750.0				(6.2		)		(26.6		)		717.2
6.25% 2040 Senior Notes		Cliffs		6.34%		298.4				(2.1		)		(3.2		)		293.1
IRBs due 2020 to 2028		AK Steel		Various		99.3				—				2.5				101.8
ABL Facility		Cliffs2		2.33%		2,000.0				—				—				800.0
Total long-term debt																		$	4,357.1
1 Unless otherwise noted, references in this column to "Cliffs" are to ÐÇ¿Õ´«Ã½ Inc., and references to "AK Steel" are to AK Steel Corporation.
2 Refers to ÐÇ¿Õ´«Ã½ Inc. as borrower under our ABL Facility.

(In Millions)
December 31, 2019
Debt Instrument		Issuer1		Annual Effective Interest Rate		Total Principal Amount				Debt Issuance Costs				Unamortized Discounts				Total Debt
Senior Secured Notes:
4.875% 2024 Senior Notes		Cliffs		5.00%		$	400.0			$	(4.6	)		$	(1.8	)		$	393.6
Senior Unsecured Notes:
1.50% 2025 Convertible Senior Notes		Cliffs		6.26%		316.3				(4.6		)		(65.0		)		246.7
5.75% 2025 Senior Notes		Cliffs		6.01%		473.3				(3.6		)		(5.5		)		464.2
5.875% 2027 Senior Notes		Cliffs		6.49%		750.0				(6.3		)		(27.3		)		716.4
6.25% 2040 Senior Notes		Cliffs		6.34%		298.4				(2.2		)		(3.3		)		292.9
Former ABL Facility		Cliffs2		N/A		450.0				N/A				N/A				—
Total long-term debt																		$	2,113.8
1 Unless otherwise noted, references in this column to "Cliffs" are to ÐÇ¿Õ´«Ã½ Inc.
2 Refers to ÐÇ¿Õ´«Ã½ Inc. and certain of its subsidiaries as borrowers under our Former ABL Facility.

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$725 Million 6.75% 2026 Senior Secured Notes Offering

On March 13, 2020, we entered into an indenture among Cliffs, the guarantors party thereto and U.S. Bank National Association, as trustee and notes collateral agent, relating to the issuance of $725 million aggregate principal amount of 6.75% 2026 Senior Secured Notes. The 6.75% 2026 Senior Secured Notes were issued at 98.783% of face value. The 6.75% 2026 Senior Secured Notes were issued in a private placement transaction exempt from the registration requirements of the Securities Act.

The 6.75% 2026 Senior Secured Notes bear interest at a rate of 6.75% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2020. The 6.75% 2026 Senior Secured Notes mature on March 15, 2026.

The 6.75% 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 an equal ranking with the 4.875% 2024 Senior Secured Notes, on substantially all of our assets and the assets of the guarantors, and (ii) a second-priority lien on the ABL Collateral (as defined below), which is junior to a first-priority lien for the benefit of the lenders under our ABL Facility and pari passu with the 4.875% 2024 Senior Secured Notes.

The 6.75% 2026 Senior Secured 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 of the 6.75% 2026 Senior Secured Notes. The following is a summary of redemption prices for our 6.75% 2026 Senior Secured Notes:

Redemption Period		Redemption Price1			Restricted Amount
Prior to March 15, 2022 - using proceeds of equity issuance		106.750	%		Up to 35% of original aggregate principal
Prior to March 15, 20222		100.000
Beginning on March 15, 2022		105.063
Beginning on March 15, 2023		103.375
Beginning on March 15, 2024		101.688
Beginning on March 15, 2025 and thereafter		100.000
1  Plus accrued and unpaid interest, if any, up to, but excluding, the redemption date.
2  Plus a "make-whole" premium.

In addition, if a change in control triggering event, as defined in the indenture, occurs with respect to the 6.75% 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 6.75% 2026 Senior Secured Notes contain certain customary covenants; however, there are no financial covenants.

Debt issuance costs of $20.5 million were incurred related to the offering of the 6.75% 2026 Senior Secured Notes and are included in Long-term debt in the Statements of Unaudited Condensed Consolidated Financial Position.

Cliffs Senior Notes exchanged for AK Steel Corporation Senior Notes

On March 16, 2020, we entered into indentures, in each case among Cliffs, the guarantors party thereto and U.S. Bank National Association, as trustee, relating to the issuance by Cliffs of $231.8 million aggregate principal amount of 6.375% 2025 Senior Notes and $335.4 million aggregate principal amount of 7.00% 2027 Senior Notes. The new notes were issued in exchange for equal aggregate principal amounts of 6.375% 2025 AK Senior Notes and 7.00% 2027 AK Senior Notes, respectively. The 6.375% 2025 Senior Notes and 7.00% 2027 Senior Notes were issued pursuant to exchange offers made by Cliffs in private placement transactions exempt from the registration requirements of the Securities Act. Pursuant to the registration rights agreements executed in connection with the issuance of the new notes, we agreed to file registration statements with the SEC with respect to registered offers to exchange the 6.375% 2025 Senior Notes and 7.00% 2027 Senior Notes for publicly registered notes within 365 days of the closing date, with all significant terms and conditions remaining the same.

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The 6.375% 2025 Senior Notes and 7.00% 2027 Senior Notes are unsecured obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness. The 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.

In addition, if a change in control triggering event, as defined in the indentures, occurs with respect to the 6.375% 2025 Senior Notes or 7.00% 2027 Senior 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 6.375% 2025 Senior Notes and 7.00% 2027 Senior Notes contain certain customary covenants; however, there are no financial covenants.

6.375% 2025 Senior Notes

The 6.375% 2025 Senior Notes bear interest at a rate of 6.375% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2020. The 6.375% 2025 Senior Notes mature on October 15, 2025.

The 6.375% 2025 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 of the 6.375% 2025 Senior Notes. The following is a summary of redemption prices for our 6.375% 2025 Senior Notes:

Redemption Period		Redemption Price1			Restricted Amount
Prior to October 15, 2020 - using proceeds of equity issuance		106.375	%		Up to 35% of original aggregate principal
Prior to October 15, 20202		100.000
Beginning on October 15, 2020		103.188
Beginning on October 15, 2021		101.594
Beginning on October 15, 2022 and thereafter		100.000
1  Plus accrued and unpaid interest, if any, up to but excluding the redemption date.
2  Plus a "make-whole" premium.

Debt issuance costs of $0.9 million were incurred in connection with the issuance of the 6.375% 2025 Senior Notes and are included in Long-term debt in the Statements of Unaudited Condensed Consolidated Financial Position.

7.00% 2027 Senior Notes

The 7.00% 2027 Senior Notes bear interest at a rate of 7.00% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2020. The 7.00% 2027 Senior Notes mature on October 15, 2025.

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The 7.00% 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 of the 7.00% 2027 Senior Notes. The following is a summary of redemption prices for our 7.00% 2027 Senior Notes:

Redemption Period		Redemption Price1
Prior to March 15, 20222		100.000	%
Beginning on March 15, 2022		103.500
Beginning on March 15, 2023		102.333
Beginning on March 15, 2024		101.167
Beginning on March 15, 2025 and thereafter		100.000
1  Plus accrued and unpaid interest, if any, up to but excluding the redemption date.
2  Plus a "make-whole" premium.

Debt issuance costs of $1.3 million were incurred in connection with the issuance of the 7.00% 2027 Senior Notes and are included in Long-term debt in the Statements of Unaudited Condensed Consolidated Financial Position.

AK Steel Corporation Senior Unsecured Notes

As of March 31, 2020, AK Steel Corporation had outstanding a total of $141.0 million aggregate principal amount of 7.625% 2021 AK Senior Notes, 7.50% 2023 AK Senior Notes, 6.375% 2025 AK Senior Notes and 7.00% 2027 AK Senior Notes. These senior notes are unsecured obligations and rank equally in right of payment with AK Steel Corporation's guarantees of Cliffs' unsecured and unsubordinated indebtedness. These notes contain certain customary covenants; however, there are no financial covenants.

We may redeem the 7.625% 2021 AK Senior Notes at 100.000% of their principal amount, together with all accrued and unpaid interest to the date of redemption.

The following is a summary of redemption prices for the 7.50% 2023 AK Senior Notes:

Redemption Period		Redemption Price1
Prior to July 15, 2020		103.750	%
Beginning on July 15, 2020		101.875
Beginning on July 15, 2021 and thereafter		100.000
1  Plus accrued and unpaid interest, if any, up to but excluding the redemption date.

The following is a summary of redemption prices for the 6.375% 2025 AK Senior Notes:

Redemption Period		Redemption Price1
Prior to October 15, 20202		100.000	%
Beginning on October 15, 2020		103.188
Beginning on October 15, 2021		101.594
Beginning on October 15, 2022 and thereafter		100.000
1  Plus accrued and unpaid interest, if any, up to but excluding the redemption date.
2  Plus a "make-whole" premium.

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The following is a summary of redemption prices for the 7.00% 2027 AK Senior Notes:

Redemption Period		Redemption Price1
Prior to March 15, 20222		100.000	%
Beginning on March 15, 2022		103.500
Beginning on March 15, 2023		102.333
Beginning on March 15, 2024		101.167
Beginning on March 15, 2025 and thereafter		100.000
1  Plus accrued and unpaid interest, if any, up to but excluding the redemption date.
2  Plus a "make-whole" premium.

Industrial Revenue Bonds

AK Steel Corporation had an outstanding $73.3 million aggregate principal amount of fixed-rate, tax-exempt IRBs as of March 31, 2020. The weighted-average fixed rate of the unsecured IRBs is 6.80%. The IRBs are unsecured senior debt obligations that are equal in ranking with AK Steel Corporation's senior unsecured notes and AK Steel Corporation's guarantees of Cliffs' unsecured and unsubordinated indebtedness. In addition, AK Steel Corporation had outstanding $26.0 million aggregate principal amount of variable-rate IRBs as of March 31, 2020 that is backed by a letter of credit. These IRBs contain certain customary covenants; however, there are no financial covenants.

Debt Extinguishments - 2020

On March 13, 2020, in connection with the Merger, we purchased $364.2 million aggregate principal amount of 7.625% 2021 AK Senior Notes and $310.7 million aggregate principal amount of 7.50% 2023 AK Senior Notes upon early settlement of tender offers made by Cliffs. The net proceeds from the offering of 6.75% 2026 Senior Secured Notes, along with a portion of the ABL Facility borrowings, were used to fund such purchases. As the 7.625% 2021 AK Senior Notes and 7.50% 2023 AK Senior Notes were recorded at fair value just prior to being purchased, there was no gain or loss on extinguishment.

Additionally, in connection with the final settlement of the tender offers, on March 27, 2020, we purchased $8.5 million aggregate principal amount of the 7.625% 2021 AK Senior Notes and $56.5 million aggregate principal amount of the 7.50% 2023 AK Senior Notes with cash on hand.

The following is a summary of the debt extinguished and the respective gain on extinguishment:

		(In Millions)
		Three Months Ended March 31, 2020
Debt Instrument		Debt Extinguished				Gain on Extinguishment1
7.625% 2021 AK Senior Notes		$	372.7			$	0.4
7.50% 2023 AK Senior Notes		367.2				2.8
		$	739.9			$	3.2
1 The gain on extinguishment relates to the March 27, 2020 purchases.

Subsequent to the period ended March 31, 2020, we issued $400 million aggregate principal amount of 9.875% 2025 Senior Secured Notes in a private placement transaction exempt from the registration requirements of the Securities Act. We intend to use the net proceeds from this offering for general corporate purposes, including to strengthen our balance sheet and increase our liquidity. We also issued an additional $555.2 million aggregate principal amount of 9.875% 2025 Senior Secured Notes in a subsequent private placement transaction exempt from the registration requirements of the Securities Act. We used the net proceeds from the offering of the additional 9.875% 2025 Senior Secured Notes to repurchase approximately $736.4 million aggregate principal amount of our outstanding senior notes, which resulted in a principal debt reduction of approximately $181.3 million. Refer to NOTE 21 - SUBSEQUENT EVENTS for further information.

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Debt Extinguishments - 2019

The following is a summary of the debt extinguished with cash and the respective loss on extinguishment:

		(In Millions)
		Three Months Ended March 31, 2019
Debt Instrument		Debt Extinguished				(Loss) on Extinguishment
4.875% 2021 Senior Notes		$	10.0			$	(0.3	)
		$	10.0			$	(0.3	)

ABL Facility

On March 13, 2020, in connection with the Merger, we entered into a new ABL Facility with various financial institutions to replace and refinance Cliffs’ Former ABL Facility and AK Steel Corporation’s former revolving credit facility. The ABL Facility will mature upon the earlier of March 13, 2025 or 91 days prior to the maturity of certain other material debt and provides for up to $2.0 billion in borrowings, including a $555.0 million sublimit for the issuance of letters of credit and a $125.0 million sublimit for swingline loans. 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 us and 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 this agreement 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.

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.

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.

On March 27, 2020, the ABL Facility was amended, by and among Cliffs, the lenders and the administrative agent. The amendment modified the ABL Facility to, among other things, provide for a new first-in, last-out tranche of

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commitments in the aggregate amount of $150 million by exchanging existing commitments under the ABL Facility. The total commitments under the ABL Facility after giving effect to the amendment remain at $2.0 billion. The terms and conditions (other than the pricing) that apply to the first-in, last-out tranche are substantially the same as the terms and conditions that apply to the tranche A facility of the ABL Facility immediately prior to the amendment.

As of March 31, 2020, we were in compliance with the ABL Facility liquidity requirements and, therefore, the springing financial covenant requiring a minimum fixed charge coverage ratio of 1.0 to 1.0 was not applicable.

The following represents a summary of our borrowing capacity under the ABL Facility:

		(In Millions)
		March 31, 2020
Available borrowing base on ABL Facility1		$	1,789.3
Borrowings		(800.0		)
Letter of credit obligations2		(199.3		)
Borrowing capacity available		$	790.0

¹ As of March 31, 2020, the ABL Facility has a maximum borrowing base of $2 billion. The available 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, IRBs and environmental obligations.

Debt Maturities

The following represents a summary of our maturities of debt instruments based on the principal amounts outstanding at March 31, 2020:

		(In Millions)
		Maturities of Debt
2020 (remaining period of year)1		$	7.3
2021		33.5
2022		—
2023		12.8
2024		462.0
Thereafter		4,054.9
Total maturities of debt		$	4,570.5
1 Amounts maturing in 2020 are classified as Long-term debt based on our ability and intent to refinance on a long-term basis.

We have leases for equipment, offices and production buildings with remaining contractual lease terms of up to 20 years. Certain of those leases include options to extend the leases, for periods from one to 32 years depending on the particular lease, as well as options to terminate the leases. Certain leases include variable lease payments based on production, usage or independent factors such as PPI changes. Substantially all of the variable lease payments relate to steelmaking services and rail transportation.

We use our incremental borrowing rate as the discount rate to determine the present value of the lease payments for leases, 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. 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. 

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Lease costs are presented below:

	(In Millions)
	Three Months Ended March 31,
	2020				2019
Operating leases	$	3.8			$	1.0
Finance leases:
Amortization of lease cost	2.1				0.8
Interest on lease liabilities	0.5				0.3
Short-term leases	4.1				1.7
Variable lease costs	2.8				—
Total	$	13.3			$	3.8

Other information related to leases was as follows:

	(Dollars In Millions)
	Three Months Ended March 31,
	2020				2019
Cash paid for amounts included in measurement of lease liabilities:
Operating leases within cash flows from operating activities	$	1.1			$	1.0
Finance leases within cash flows from operating activities	$	0.5			$	0.3
Finance leases within cash flows from financing activities	$	2.1			$	0.8
Right-of-use assets obtained in exchange for new finance lease liabilities1	$	29.9			$	15.1
Weighted-average remaining lease term - operating leases (in years)	8				10
Weighted-average remaining lease term - finance leases (in years)	11				6
Weighted-average discount rate - operating leases	8.4		%		7.9		%
Weighted-average discount rate - finance leases	6.8		%		4.7		%

¹ Does not include right-of-use assets obtained in the Merger of $5.3 million for the three months ended March 31, 2020.

Future minimum lease payments under noncancellable finance and operating leases as of March 31, 2020 were as follows:

	(In Millions)
	Finance Leases				Operating Leases
2020 (remaining period of the year)	$	11.1			$	43.0
2021	13.6				56.0
2022	12.5				45.6
2023	10.6				39.4
2024	10.5				29.0
Thereafter	56.0				132.7
Total future minimum lease payments	114.3				345.7
Less imputed interest	42.9				104.1
Total lease payments	71.4				241.6
Less current portion of lease liabilities	11.4				40.4
Long-term lease liabilities	$	60.0			$	201.2

The current and long-term portions of our finance lease liabilities are included in Other current liabilities and Other non-current liabilities, respectively. The current and long-term portions of our operating lease liabilities are included in Other current liabilities and Operating lease liability, non-current, respectively.

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The following represents the assets and liabilities measured at fair value:

	(In Millions)
	March 31, 2020
	Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total
Assets:
Other current assets:
Commodity contracts	$	—			$	1.6			$	—			$	1.6
Customer supply agreement	—				—				19.0				19.0
Provisional pricing arrangement	—				—				0.6				0.6
Total	$	—			$	1.6			$	19.6			$	21.2
Liabilities:
Other current liabilities:
Commodity contracts	$	—			$	26.5			$	—			$	26.5
Foreign exchange contracts	—				1.6				—				1.6
Other non-current liabilities:
Commodity contracts	—				3.4				—				3.4
Foreign exchange contracts	—				0.9				—				0.9
Total	$	—			$	32.4			$	—			$	32.4

	(In Millions)
	December 31, 2019
	Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total
Assets:
Cash equivalents - Commercial paper	$	—			$	187.6			$	—			$	187.6
Other current assets:
Customer supply agreement	—				—				44.5				44.5
Provisional pricing arrangement	—				—				1.3				1.3
Total	$	—			$	187.6			$	45.8			$	233.4
Liabilities:
Other current liabilities:
Commodity contracts	$	—			$	3.2			$	—			$	3.2
Provisional pricing arrangement	—				—				1.1				1.1
Total	$	—			$	3.2			$	1.1			$	4.3

The valuation of financial assets and liabilities classified in Level 2 is determined using a market approach based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable. Our foreign exchange contracts include Canadian dollars and euro, and our commodity hedge contracts primarily include those related to natural gas, electricity and zinc.

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The Level 3 assets and liabilities consist of a freestanding derivative instrument related to a certain supply agreement and derivative assets and liabilities related to certain provisional pricing arrangements with our customers.

The supply agreement included in our Level 3 assets contains provisions for supplemental revenue or refunds based on the hot-rolled coil steel price in the year the iron ore product is consumed in the customer’s blast furnaces. We account for these provisions as a derivative instrument at the time of sale and adjust the derivative instrument to fair value through Revenues each reporting period until the product is consumed and the amounts are settled. We had assets of $19.0 million and $44.5 million at March 31, 2020 and December 31, 2019, respectively, related to this supply agreement.

The provisional pricing arrangements included in our Level 3 assets/liabilities specify provisional price calculations, where the pricing mechanisms generally are based on market pricing, with the final revenue rate to be based on market inputs at a specified point in time in the future, per the terms of the supply agreements. The difference between the estimated final revenue rate at the date of sale and the estimated final revenue rate at the measurement date is characterized as a derivative and is required to be accounted for separately once the revenue has been recognized. The derivative instruments are adjusted to fair value through Revenues each reporting period based upon current market data and forward-looking estimates provided by management until the final revenue rates are determined. We had assets of $0.6 million and no liabilities related to provisional pricing arrangements at March 31, 2020. At December 31, 2019, we had assets of $1.3 million and liabilities of $1.1 million related to provisional pricing arrangements.

The following table illustrates information about quantitative inputs and assumptions for the derivative assets and derivative liabilities categorized in Level 3 of the fair value hierarchy:

Qualitative/Quantitative Information About Level 3 Fair Value Measurements

Fair Value at March 31, 2020 (In Millions)

Balance Sheet Location

Valuation Technique

Unobservable Input

Point Estimate

Customer supply agreement

$

19.0

Other current assets

Market Approach

Management's estimate of hot-rolled coil steel price per net ton

$559

Provisional pricing arrangements

$

0.6

Other current assets

Market Approach

PPI Estimates

136.5

The significant unobservable input used in the fair value measurement of our customer supply agreement was a forward-looking estimate of the hot-rolled coil steel price determined by management.

The significant unobservable input used in the fair value measurement of our provisional pricing arrangements at March 31, 2020 was estimates for PPI data.

The following tables represent a reconciliation of the changes in fair value of financial instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	(In Millions)
	Level 3 Assets
	Three Months Ended March 31,
	2020				2019
Beginning balance - January 1	$	45.8			$	91.4
Total gains (losses) included in earnings	(26.2		)		15.3
Ending balance - March 31	$	19.6			$	106.7
Total gains (losses) for the period included in earnings attributable to the change in unrealized gains on assets still held at the reporting date	$	(25.3	)		$	15.3

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	(In Millions)
	Level 3 Liabilities
	Three Months Ended March 31,
	2020				2019
Beginning balance - January 1	$	(1.1	)		$	—
Total losses included in earnings	(0.6		)		(9.8		)
Settlements	1.7				—
Ending balance - March 31	$	—			$	(9.8	)
Total losses for the period included in earnings attributable to the change in unrealized losses on liabilities still held at the reporting date	$	—			$	(9.8	)

The carrying values of certain financial instruments (e.g., Accounts receivable, net, Accounts payable and Other current liabilities) approximates fair value and, therefore, have been excluded from the table below. A summary of the carrying value and fair value of other financial instruments were as follows:

			(In Millions)
			March 31, 2020								December 31, 2019
	Classification		Carrying Value				Fair Value				Carrying Value				Fair Value
Long-term debt:
Senior Notes	Level 1		$	3,455.3			$	2,712.8			$	2,113.8			$	2,237.0
IRBs due 2020 to 2028	Level 1		101.8				101.4				—				—
ABL Facility - outstanding balance	Level 2		800.0				800.0				—				—
Total long-term debt			$	4,357.1			$	3,614.2			$	2,113.8			$	2,237.0

The fair value of long-term debt was determined using quoted market prices.

We offer defined benefit pension plans, defined contribution pension plans and OPEB plans, primarily consisting of retiree healthcare benefits, to most employees as part of a total compensation and benefits program. The defined benefit pension plans are noncontributory and benefits generally are based on a minimum formula or employees’ years of service and average earnings for a defined period prior to retirement.

As a result of the acquisition of AK Steel, we assumed the obligations under AK Steel's defined benefit pension plans, defined contribution pension plans and OPEB plans. Noncontributory pension and various healthcare and life insurance benefits are provided to a significant portion of our employees and retirees. AK Steel also contributes to multiemployer pension plans according to collective bargaining agreements that cover certain union-represented employees. The AK Steel pension and OPEB plans were remeasured as of March 13, 2020.

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

Defined Benefit Pension Costs

	(In Millions)
	Three Months Ended March 31,
	2020				2019
Service cost	$	5.3			$	4.1
Interest cost	8.2				8.7
Expected return on plan assets	(18.5		)		(13.6		)
Amortization:
Prior service costs	0.2				0.3
Net actuarial loss	6.7				5.9
Net periodic benefit cost	$	1.9			$	5.4

OPEB Credits

	(In Millions)
	Three Months Ended March 31,
	2020				2019
Service cost	$	0.5			$	0.4
Interest cost	2.2				2.3
Expected return on plan assets	(4.5		)		(4.2		)
Amortization:
Prior service credits	(0.5		)		(0.5		)
Net actuarial loss	0.7				1.3
Net periodic benefit credit	$	(1.6	)		$	(0.7	)

Based on funding requirements, we made defined benefit pension contributions of $3.8 million for the three months ended March 31, 2020, compared to defined benefit pension contributions of $3.2 million for the three months ended March 31, 2019. OPEB contributions for our voluntary employee benefit association trust plans are typically made on an annual basis in the first quarter of each year, but due to plan funding requirements being met, no OPEB contributions for our voluntary employee benefit association trust plans were required or made for the three months ended March 31, 2020 and 2019.

The Compensation Committee approved grants effective as of March 13, 2020 under the A&R 2015 Equity Plan to certain officers and employees for the 2020 to 2022 performance period. Shares granted under the awards consisted of 0.9 million restricted stock units and 0.9 million performance shares.

Restricted stock units granted during 2020 are subject to continued employment, are retention based and are payable in common shares. The outstanding restricted stock units that were granted in 2020 cliff vest on December 31, 2022. The grant date fair value of restricted stock units granted in 2020 was $4.87 per share.

Performance shares are subject to continued employment, and each performance share, if earned, entitles the holder to be paid out in common shares. Performance is measured on the basis of relative TSR for the period of January 1, 2020 to December 31, 2022 and measured against the constituents of the SPDR S&P Metals and Mining ETF Index at the beginning of the relevant performance period. The final payouts for the outstanding performance period grants will vary from zero to 200% of the original grant depending on whether and to what extent the Company achieves certain objectives and performance goals as established by the Compensation Committee.

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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 share prices was developed for both the Company and our predetermined peer group of mining and metals companies. The fair value assumes that the 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 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 life of the performance period.

The following assumptions were utilized to estimate the fair value for the 2020 performance share grant under the A&R 2015 Equity Plan:

Grant Date		Grant Date Market Price				Average Expected Term (Years)		Expected Volatility		Risk-Free Interest Rate		Dividend Yield		Fair Value				Fair Value (Percent of Grant Date Market Price)
March 13, 2020		$	4.87			2.8		53.6%		0.56%		—%		$	6.93			142.30%

AK Steel Replacement Awards

On March 13, 2020, we converted outstanding AK Steel stock-based incentive awards to AK Steel employees at a 0.400 rate of exchange. The converted stock-based incentive awards include 2.0 million stock options, 1.0 million long-term performance plan awards, 0.5 million performance shares, 0.4 million restricted stock awards and 0.3 million restricted stock units. The weighted average vesting period remaining for these awards was 1.9 years.

We valued the restricted stock awards, restricted stock units and the long-term performance plan awards at $4.87 per share using the closing price of our common shares on March 13, 2020. The performance shares were fair valued at a weighted-average price of $4.06 per share using a Monte Carlo simulation similar to past awards. The stock options were fair valued at a weighted-average price of $0.51 per share of granted options using a Black-Scholes option valuation model. The stock option exercise price was determined by using the same conversion ratio and the options have expirations ranging from 0.2 to 9.9 years. Certain awards are subject to accelerated vesting based on qualifying termination events.

Our 2020 estimated annual effective tax rate before discrete items as of March 31, 2020 is 47.4%. The estimated annual effective tax rate differs from the U.S. statutory rate of 21.0% primarily due to the deduction for percentage depletion in excess of cost depletion related to our Mining and Pelletizing segment operations, as well as non-deductible transaction costs, executive officers' compensation, global intangible low-taxed income and income for noncontrolling interests for which no tax is recognized. The 2019 estimated annual effective tax rate before discrete items as of March 31, 2019 was 12.9%. The increase in the estimated annual effective tax rate before discrete items is driven by the change in the mix of income, as well as transaction costs and other acquisition related charges that were incurred only in 2020.

The following is a summary of our asset retirement obligations:

	(In Millions)
	March 31, 2020				December 31, 2019
Asset retirement obligations1	$	181.4			$	165.3
Less current portion	2.2				2.1
Long-term asset retirement obligations	$	179.2			$	163.2

¹ Includes $32.5 million and $22.0 million related to our active operations as of March 31, 2020 and December 31, 2019, respectively.

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The accrued closure obligation is predominantly related to our iron ore mining operations and provides for contractual and legal obligations associated with the eventual closure of those operations. Additionally, we have included in our asset retirement obligation $13.9 million for our integrated steel facilities acquired in the Merger. The closure date for each of our active mine sites was determined based on the exhaustion date of the remaining iron ore reserves and the amortization of the related asset and accretion of the liability is recognized over the estimated mine lives. The closure date and expected timing of the capital requirements to meet our obligations for our indefinitely idled or closed mines is determined based on the unique circumstances of each property. For indefinitely idled or closed mines, the accretion of the liability is recognized over the anticipated timing of remediation. As the majority of our asset retirement obligations at our steelmaking operations have indeterminate settlement dates, asset retirement obligations have been recorded at present values using estimated ranges of the economic lives of the underlying assets.

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

	(In Millions)
	March 31, 2020				December 31, 2019
Asset retirement obligation at beginning of period	$	165.3			$	172.4
Increase from AK Steel acquisition	13.9				—
Accretion expense	2.6				10.1
Remediation payments	(0.4		)		(0.8		)
Revision in estimated cash flows	—				(16.4		)
Asset retirement obligation at end of period	$	181.4			$	165.3

The following table presents the fair value of our derivative instruments and the classification of each in the Statements of Unaudited Condensed Consolidated Financial Position:

		Derivatives designated as hedging instruments under Topic 815:								Derivatives not designated as hedging instruments under Topic 815:
Derivative Asset (Liability)		March 31, 2020				December 31, 2019				March 31, 2020				December 31, 2019
Other current assets:
Customer supply agreement		$	—			$	—			$	19.0			$	44.5
Provisional pricing arrangements		—				—				0.6				1.3
Commodity contracts		0.3				—				1.3				—
Other current liabilities:
Provisional pricing arrangements										—				(1.1		)
Commodity contracts		(25.9		)		(3.2		)		(0.6		)		—
Foreign exchange contracts		(1.6		)		—				—				—
Other non-current liabilities:
Commodity contracts		(2.8		)		—				(0.6		)		—
Foreign exchange contracts		(0.9		)		—				—				—

Derivatives Designated as Hedging Instruments - Cash Flow Hedges

Exchange rate fluctuations affect a portion of revenues and operating costs that are denominated in foreign currencies, and we use forward currency and currency option contracts to reduce our exposure to certain of these currency price fluctuations. Contracts to purchase Canadian dollars are designated as cash flow hedges for accounting purposes, and we record the gains and losses for the derivatives and premiums paid for option contracts in Accumulated other comprehensive loss until we reclassify them into Cost of goods sold when we recognize the associated underlying operating costs.

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We are exposed to fluctuations in market prices of raw materials and energy sources. We may use cash-settled commodity swaps and options 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.

The following table presents our outstanding hedge contracts:

				(In Millions)
				March 31, 2020					December 31, 2019
		Unit of Measure		Maturity Dates	Notional Amount				Notional Amount
Commodity contracts:
Natural gas		MMBtu		April 2020 - December 2021	50.4				20.1
Diesel		Gallons		—	—				0.8
Zinc		Pounds		April 2020 - December 2021	28.8				—
Electricity		Megawatt hours		April 2020 - December 2021	1.5				—
Foreign exchange contracts:
Canadian dollars		CAD		April 2020 - December 2021	C$	58.7			C$	—

Estimated losses before tax expected to be reclassified into Cost of goods sold within the next 12 months for our existing derivatives that qualify as cash flow hedges are presented below:

		(In Millions)
Hedge:		Estimated Losses
Natural gas		$	(7.0	)
Zinc		(0.2		)
Electricity		(1.5		)
Canadian dollars		(0.2		)

Derivatives Not Designated as Hedging Instruments

Customer Supply Agreement

A supply agreement with one customer provides for supplemental revenue or refunds to the customer based on the hot-rolled coil steel price at the time the iron ore product is consumed in the customer’s blast furnaces. The supplemental pricing is characterized as a freestanding derivative instrument and is required to be accounted for separately once control transfers to the customer. The derivative instrument, which is finalized based on a future price, is adjusted to fair value through Revenues each reporting period based upon current market data and forward-looking estimates provided by management until the pellets are consumed and the amounts are settled.

Provisional Pricing Arrangements

Certain of our supply agreements specify provisional price calculations, where the pricing mechanisms generally are based on market pricing, with the final revenue rate based on certain market inputs at a specified period in time in the future, per the terms of the supply agreements. Market inputs are tied to indexed price adjustment factors that are integral to the iron ore supply contracts and vary based on the agreement. The pricing mechanisms typically include adjustments based upon changes in the Platts 62% Price, Atlantic Basin pellet premiums and Platts international indexed freight rates. The pricing adjustments generally operate in the same manner, with each factor typically comprising a portion of the price adjustment, although the weighting of each factor varies based upon the specific terms of each agreement. The price adjustment factors have been evaluated to determine if they qualify as embedded derivatives. The price adjustment factors share the same economic characteristics and risks as the host sales contract and are

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integral to the host sales contract as inflation adjustments; accordingly, they have not been separately valued as derivative instruments.

Revenue is recognized generally upon delivery to our customers. Revenue is measured at the point that control transfers and represents the amount of consideration we expect to receive in exchange for transferring goods. Changes in the expected revenue rate from the date that control transfers through final settlement of contract terms is recorded in accordance with Topic 815 and is characterized as a derivative instrument and accounted for separately.  Subsequently, the derivative instruments are adjusted to fair value through Revenues each reporting period based upon current market data and forward-looking estimates provided by management until the final revenue rate is determined.

Foreign Exchange Contracts

Contracts to sell euro have not been designated as cash flow hedges for accounting purposes. Gains and losses are reported in earnings immediately in Other non-operating income. The notional amount of our outstanding contracts to sell euro is €2 million.

The following summarizes the effect of our derivatives that are not designated as hedging instruments in the Statements of Unaudited Condensed Consolidated Operations:

				(In Millions)
	Derivatives Not Designated as Hedging Instruments		Location of Gain (Loss) Recognized in Income on Derivatives	Three Months Ended March 31,
				2020				2019
	Customer supply agreements		Revenues	$	(25.6	)		$	17.1
	Provisional pricing arrangements		Revenues	(1.2		)		(11.6		)
	Foreign exchange contracts		Other non-operating income	(0.1		)		—
	Commodity contracts		Cost of goods sold	(5.9		)		—
	Total			$	(32.8	)		$	5.5

Refer to NOTE 9 - FAIR VALUE MEASUREMENTS for additional information.

Acquisition of AK Steel

As more fully described in NOTE 3 - ACQUISITION OF AK STEEL, we acquired AK Steel on March 13, 2020. At the effective time of the Merger, each share of AK Steel common stock issued and outstanding prior to the effective time of the Merger was converted into, and became exchangeable for, 0.400 Cliffs common shares, par value $0.125 per share. We issued a total of 126.8 million Cliffs common shares in connection with the Merger at a fair value of $617.6 million. Following the closing of the Merger, AK Steel's common stock was de-listed from the New York Stock Exchange.

Dividends

The below table summarizes our recent dividend activity:    

Declaration Date		Record Date		Payment Date		Dividend Declared per Common Share1
2/18/2020		4/3/2020		4/15/2020		$	0.06
12/2/2019		1/3/2020		1/15/2020		$	0.06
9/3/2019		10/4/2019		10/15/2019		$	0.10
5/31/2019		7/5/2019		7/15/2019		$	0.06
2/19/2019		4/5/2019		4/15/2019		$	0.05
10/18/2018		1/4/2019		1/15/2019		$	0.05

¹ The dividend declared on September 3, 2019 included a special cash dividend of $0.04 per common share.

Subsequent to the dividend paid on April 15, 2020, our Board temporarily suspended future dividends as a result of the COVID-19 pandemic in order to preserve cash during this time of economic uncertainty.

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Preferred Stock

We have 3,000,000 Class A preferred shares authorized and 4,000,000 Class B preferred shares authorized; no preferred shares are issued or outstanding.

Share Repurchase Program

The following tables reflect the changes in Accumulated other comprehensive loss related to shareholders’ equity:

	(In Millions)
	Postretirement Benefit Liability, net of tax				Foreign Currency Translation				Derivative Financial Instruments, net of tax				Accumulated Other Comprehensive Loss
December 31, 2019	$	(315.7	)		$	—			$	(3.1	)		$	(318.8	)
Other comprehensive loss before reclassifications	—				(0.9		)		(5.2		)		(6.1		)
Net loss reclassified from accumulated other comprehensive loss	5.6				—				2.2				7.8
March 31, 2020	$	(310.1	)		$	(0.9	)		$	(6.1	)		$	(317.1	)

	(In Millions)
	Postretirement Benefit Liability, net of tax				Derivative Financial Instruments, net of tax				Accumulated Other Comprehensive Loss
December 31, 2018	$	(281.1	)		$	(2.8	)		$	(283.9	)
Other comprehensive income before reclassifications	0.2				2.5				2.7
Net loss reclassified from accumulated other comprehensive loss	5.5				0.2				5.7
March 31, 2019	$	(275.4	)		$	(0.1	)		$	(275.5	)

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The following table reflects the details about Accumulated other comprehensive loss components related to shareholders’ equity:

		(In Millions)
Details about Accumulated Other Comprehensive Loss Components		Amount of (Gain)/Loss Reclassified into Income, Net of Tax								Affected Line Item in the Statement of Unaudited Condensed Consolidated Operations
		Three Months Ended March 31,
		2020				2019
Amortization of pension and OPEB liability:
Prior service credits		$	(0.3	)		$	(0.2	)		Other non-operating income
Net actuarial loss		7.4				7.2				Other non-operating income
		7.1				7.0				Total before taxes
		(1.5		)		(1.5		)		Income tax benefit
		$	5.6			$	5.5			Net of taxes
Unrealized loss (gain) on derivative financial instruments:
Commodity contracts		$	2.8			$	0.3			Cost of goods sold
		(0.6		)		(0.1		)		Income tax benefit
		$	2.2			$	0.2			Net of taxes
Total reclassifications for the period, net of tax		$	7.8			$	5.7

We have certain co-owned joint ventures with companies from the steel and mining industries, including integrated steel companies, their subsidiaries and other downstream users of steel and iron ore products. In addition, we have certain long-term contracts, and from time to time, enter into other sales agreements with these parties, and as a result, generate Revenues from related parties.

Hibbing is a co-owned joint venture with companies that are integrated steel producers or their subsidiaries. The following is a summary of the mine ownership of the co-owned iron ore mine at March 31, 2020:

Mine		ÐÇ¿Õ´«Ã½ Inc.		ArcelorMittal USA		U.S. Steel
Hibbing		23.0%		62.3%		14.7%

The tables below summarize our material related party transactions:

Revenues from related parties were as follows:

		(In Millions)
		Three Months Ended March 31,
		2020				2019
Revenue from related parties		$	10.8			$	46.9
Revenues1		$	359.1			$	157.0
Related party revenues as a percent of Revenues1		3.0		%		29.9		%
Purchases from related parties		$	2.5			$	—

¹ Includes Realization of deferred revenue of $34.6 million for the three months ended March 31, 2020.

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The following table presents the classification of related party assets and liabilities in the Statements of Unaudited Condensed Consolidated Financial Position:

		(In Millions)
Balance Sheet Location		March 31, 2020				December 31, 2019
Accounts receivable, net		$	18.7			$	31.1
Other current assets		$	19.0			$	44.5
Accounts payable		$	(5.3	)		$	—
Other current liabilities		$	(0.3	)		$	(2.0	)

Other current assets

A supply agreement with one customer provides for supplemental revenue or refunds to the customer based on the hot-rolled coil steel price at the time the product is consumed in the customer’s blast furnaces. The supplemental pricing is characterized as a freestanding derivative. Refer to NOTE 14 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES for further information.

SunCoke Middletown

We purchase all the coke and electrical power generated from SunCoke Middletown’s plant under long-term supply agreements. SunCoke Middletown is a VIE because we have committed to purchase all the expected production from the facility through 2032 and we are the primary beneficiary. Therefore, we consolidate SunCoke Middletown’s financial results with our financial results, even though we have no ownership interest in SunCoke Middletown. SunCoke Middletown had income before income taxes of $3.5 million for the three months ended March 31, 2020 that was included in our consolidated income before income taxes.

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 consolidated balance sheet as of March 31, 2020 includes the following amounts for SunCoke Middletown:

	(In Millions)
	March 31, 2020
Cash and cash equivalents	$	0.8
Inventories	22.7
Property, plant and equipment, net	313.6
Accounts payable	10.0
Other assets (liabilities), net	(0.2		)
Noncontrolling interests	326.9

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The following table summarizes the computation of basic and diluted earnings per share:

	(In Millions, Except Per Share Amounts)
	Three Months Ended March 31,
	2020				2019
Loss from continuing operations	$	(49.2	)		$	(22.1	)
Income from continuing operations attributable to noncontrolling interest	(3.5		)		—
Net loss from continuing operations attributable to Cliffs shareholders	(52.7		)		(22.1		)
Income from discontinued operations, net of tax	0.6				—
Net loss attributable to Cliffs shareholders	$	(52.1	)		$	(22.1	)
Weighted average number of shares:
Basic	297.5				289.5
Convertible senior notes	—				—
Employee stock plans	—				—
Diluted	297.5				289.5
Loss per common share attributable to Cliffs shareholders - basic:
Continuing operations	$	(0.18	)		$	(0.08	)
Discontinued operations	—				—
	$	(0.18	)		$	(0.08	)
Loss per common share attributable to Cliffs shareholders - diluted:
Continuing operations	$	(0.18	)		$	(0.08	)
Discontinued operations	—				—
	$	(0.18	)		$	(0.08	)

The following table summarizes the shares that have been excluded from the diluted earnings per share calculation as they were anti-dilutive:

	(In Millions)
	Three Months Ended March 31,
	2020			2019
Convertible senior notes	—			7.3
Employee stock plans	1.6			4.2
Total number of anti-dilutive shares	1.6			11.5

There was no dilution during the three months ended March 31, 2020 related to the common share equivalents for the convertible senior notes as our common shares average price did not rise above the conversion price.

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Purchase Commitments

HBI production plant

In 2017, we began to incur capital commitments related to the construction of our HBI production plant in Toledo, Ohio, and have a few months of construction remaining to complete the project. However, due to the COVID-19 pandemic, we have temporarily halted construction. In total, to complete the project, we expect to spend approximately $1 billion on the HBI production plant, excluding capitalized interest, of which approximately $800 million was paid as of March 31, 2020. As of March 31, 2020, we have contracts and purchase orders in place for approximately $150 million.

Contingencies

We are currently the subject of, or party to, various claims and legal proceedings incidental to our 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 effect on the 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 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:

	(In Millions)
	March 31, 2020				December 31, 2019
Environmental obligations	$	40.0			$	2.0
Less current portion	6.4				0.3
Long-term environmental obligations	$	33.6			$	1.7

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.

Except as we expressly note below, we do not currently anticipate any material effect on our consolidated financial position, results of operations or cash flows as a result of compliance with current environmental regulations. Moreover,

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because all domestic steel and iron ore producers operate under the same federal environmental regulations, we do not believe that we are more disadvantaged than our domestic competitors by our need to comply with these regulations. 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.

According to RCRA, 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. Environmental regulators may inspect our major iron ore and steelmaking 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 which they believe require corrective action.

Under authority from CERCLA, the EPA and state environmental authorities have conducted site investigations at certain 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 reliably predict whether or when such spending might be required or its magnitude.

On April 29, 2002, AK Steel entered a mutually agreed-upon administrative order on consent with the EPA pursuant to Section 122 of CERCLA to perform a Remedial Investigation/Feasibility Study (“RI/FS”) of the Hamilton Plant site located in New Miami, Ohio. The plant ceased operations in 1990 and all of its former structures have been demolished. AK Steel submitted the investigation portion of the RI/FS and completed supplemental studies. We currently have accrued $0.7 million for the remaining cost of the RI/FS. Until the RI/FS is complete, we cannot reliably estimate the additional costs, if any, we may incur for potentially required remediation of the site or when we may incur them.

On September 26, 2012, the EPA issued an order under Section 3013 of RCRA requiring a plan to be developed for investigation of four areas at the Ashland Works coke plant. The Ashland Works coke plant ceased operations in 2011 and all of its former structures have been demolished and removed. In 1981, AK Steel acquired the plant from Honeywell International Corporation (as successor to Allied Corporation), who had managed the coking operations there for approximately 60 years. In connection with the sale of the coke plant, Honeywell agreed to indemnify AK Steel against certain claims and obligations that could arise from the investigation, and we intend to pursue such indemnification from Honeywell, if necessary. We cannot reliably estimate how long it will take to complete the site investigation. On March 10, 2016, the EPA invited AK Steel to participate in settlement discussions regarding an enforcement action. Settlement discussions between the parties are ongoing, though whether the parties will reach agreement and any such agreement’s terms are uncertain. We currently have accrued $1.4 million for the projected cost of the investigation and known remediation. Until the site investigation is complete, we cannot reliably estimate the costs, if any, we may incur for potential additional required remediation of the site or when we may incur them.

On May 12, 2014, the Michigan Department of Environment, Great Lakes, and Energy (“EGLE”) (previously the Michigan Department of Environmental Quality) issued to Dearborn Works an Air Permit to Install No. 182-05C (the “PTI”) to increase the emission limits for the blast furnace and other emission sources. The PTI was issued as a correction to a prior permit to install that did not include certain information during the prior permitting process. On July 10, 2014, the South Dearborn Environmental Improvement Association (“SDEIA”), Detroiters Working for Environmental Justice, Original United Citizens of Southwest Detroit and the Sierra Club filed a Claim of Appeal of the PTI in the State of Michigan, Wayne County Circuit Court, Case No. 14-008887-AA. The appellants and EGLE required the intervention of Severstal Dearborn, LLC (now owned by us) in this action as an additional appellee. The appellants allege multiple deficiencies with the PTI and the permitting process. On July 2, 2019, the Circuit Court dismissed the PTI appeal and ruled that EGLE appropriately issued the permit modification. The appellants have appealed that decision. Until the appeal is resolved, we cannot determine what the ultimate permit limits will be. Until the permit limits are determined and final, we cannot reliably estimate the costs we may incur, if any, or when we may incur them.

On August 21, 2014, the SDEIA filed a Complaint under the Michigan Environmental Protection Act (“MEPA”) in the State of Michigan, Wayne County Circuit Court, Case No. 14-010875-CE. The plaintiffs allege that the air emissions from Dearborn Works are impacting the air, water and other natural resources, as well as the public trust in such resources. The plaintiffs are requesting, among other requested relief, that the court assess and determine the sufficiency of the PTI’s limitations. On October 15, 2014, the court ordered a stay of the proceedings until a final order is issued in Wayne County Circuit Court Case No. 14-008887-AA (discussed above). When the proceedings resume, we intend to vigorously contest these claims. Until the claims in this complaint are resolved, we cannot reliably estimate the costs we may incur, if any, or when we may incur them.

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On November 18, 2019, November 26, 2019, and March 16, 2020, EGLE issued Notices of Violations (“NOVs”) with respect to the basic oxygen furnace electrostatic precipitator at Dearborn Works alleging violations of manganese, lead and opacity limits. We are investigating these claims and will work with EGLE to attempt to resolve them. We intend to vigorously contest any claims which cannot be resolved through a settlement. Until a settlement is reached with EGLE or the claims of the NOVs are otherwise resolved, we cannot reliably estimate the costs, if any, associated with any potentially required work.

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 the proceedings will not have, individually or in the aggregate, a material adverse effect on our consolidated financial condition, results of operations or cash flows.

Other Contingencies

In addition to the matters discussed above, there are various pending and potential claims against us and our subsidiaries involving product liability, commercial, employee benefits, and other matters arising in the ordinary course of business. Because of the considerable uncertainties which 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 and in the aggregate, should not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

On April 17, 2020, we entered into an indenture among Cliffs, the guarantors party thereto and U.S. Bank National Association, as trustee and notes collateral agent, relating to the issuance by Cliffs of $400 million aggregate principal amount of 9.875% 2025 Senior Secured Notes in an offering that was exempt from the registration requirements of the Securities Act. We intend to use the net proceeds from this offering for general corporate purposes, including to strengthen our balance sheet and increase our liquidity. The 9.875% 2025 Senior Secured Notes will bear interest at an annual rate of 9.875% and were issued at a price of 94.5% of their principal amount.

On April 24, 2020, we issued an additional $555.2 million aggregate principal amount of 9.875% 2025 Senior Secured Notes at a price of 99.0% of their principal amount in an offering that was exempt from the registration requirements of the Securities Act. These additional notes are of the same class and series as, and otherwise identical to, the 9.875% 2025 Senior Secured Notes issued on April 17, 2020, other than with respect to the date of issuance and issue price. We used the net proceeds from the offering of these additional notes to repurchase approximately $736.4 million aggregate principal amount of our outstanding senior notes of various series, which resulted in a principal debt reduction of approximately $181.3 million.

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•	Variable costs (approximately 75% of total) largely eliminated at idled facilities;

•	Ability to reduce/defer annual capital expenditures by approximately $200 million;

•	Run rate synergy achievement of $120 million per year related to the acquisition of AK Steel accelerated to October 2020 (previously March 2021);

•	Working capital release from reduction of finished pellet inventories related to idle of Northshore and Tilden mines;

•	Suspended future dividends (pro forma cash obligation of approximately $100 million per year); and

•	10-40% pay decreases for the salaried workforce, depending on band.

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•	Higher sales volume of 0.6 million long tons, primarily due to increased intercompany sales as a result of the acquisition of AK Steel, which resulted in increased revenue of $55 million.

•	An increase in the average year-to-date realized product revenue rate of $5.72 per long ton, or 6.1%, during the three months ended March 31, 2020, compared to the prior-year period, which resulted in an increase

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◦	The Realization of deferred revenue of $35 million, or $16 per long ton, as a result of the termination of the AK Steel iron ore pellet sales agreement.

◦	This increase was offset partially by a decrease in the hot-rolled coil steel price, which negatively affected the realized revenue rate by $14 per long ton, or $30 million, during the three months ended March 31, 2020.

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severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges, due to the ongoing COVID-19 pandemic or otherwise, of one or more of our major customers, including customers in the automotive market, key suppliers or contractors, which, among other adverse effects, could lead to reduced demand for our products, increased difficulty collecting receivables, and customers and/or suppliers asserting force majeure or other reasons for not performing their contractual obligations to us;

•	uncertainty and weaknesses in global economic conditions, including downward pressure on prices caused by the COVID-19 pandemic, oversupply of imported products, reduced market demand and risks related to U.S. government actions with respect to Section 232, the USMCA and/or other trade agreements, treaties or policies;

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•	uncertainties associated with the highly competitive and highly cyclical steel industry and reliance on the demand for steel from the automotive industry;

•	continued volatility of steel and iron ore prices and other trends, which may impact the price-adjustment calculations under certain of our sales contracts;

•	our ability to successfully diversify our product mix and add new customers for our Mining and Pelletizing segment beyond our traditional blast furnace clientele;

•	our ability to cost-effectively achieve planned production rates or levels, including at our HBI production plant once we restart construction activities, and to resume full operations at certain facilities that are temporarily idled due to the COVID-19 pandemic;

•	our ability to successfully identify and consummate any strategic investments or development projects, including our HBI production plant;

•	the impact of our steelmaking customers reducing their steel production due to the COVID-19 pandemic, or increased market share of steel produced using methods other than those used by our customers, or increased market share of lighter-weight steel alternatives, including aluminum;

•	our ability to maintain adequate liquidity, our level of indebtedness and the availability of capital could limit cash flow available to fund working capital, planned capital expenditures, acquisitions, and other general corporate purposes or ongoing needs of our business;

•	our actual economic iron ore reserves or reductions in current mineral estimates, including whether any mineralized material qualifies as a reserve;

•	the outcome of any contractual disputes with our customers, joint venture partners or significant energy, material or service providers or any other litigation or arbitration;

•	problems or uncertainties with sales volume or mix, productivity, transportation, environmental liabilities, employee-benefit costs and other risks of the steel and mining industries;

•	impacts of existing and increasing governmental regulation and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorization of, or from, any governmental or regulatory entity and costs related to implementing improvements to ensure compliance with regulatory changes;

•	our ability to maintain appropriate relations with unions and employees;

•	the ability of our customers, joint venture partners and third-party service providers to meet their obligations to us on a timely basis or at all;

•	events or circumstances that could impair or adversely impact the viability of a production plant or mine and the carrying value of associated assets, as well as any resulting impairment charges;

•	uncertainties associated with natural disasters, weather conditions, unanticipated geological conditions, supply or price of energy, equipment failures, infectious disease outbreaks and other unexpected events;

•	adverse changes in interest rates, foreign currency rates and tax laws;

•	the potential existence of significant deficiencies or material weakness in our internal control over financial reporting;

•	our ability to realize the anticipated benefits of the Merger and to successfully integrate the businesses of AK Steel into our existing businesses, including uncertainties associated with maintaining relationships with customers, vendors and employees, as well as realizing the estimated future synergies;

•	additional debt we assumed or issued in connection with the Merger, as well as additional debt we incurred in connection with enhancing our liquidity during the COVID-19 pandemic, may negatively impact our credit profile and limit our financial flexibility;

•	changes in the cost of raw materials and supplies;

•	supply chain disruptions or poor quality of raw materials or supplies, including scrap, coal, coke and alloys;

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•	disruptions in, or failures of, our information technology systems, including those related to cybersecurity; and

•	unanticipated costs associated with healthcare, pension and OPEB obligations.

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•	preserving the assets of the project during the temporary shutdown period;

•	maintaining required federal, state and local permits;

•	completing construction work, commissioning and integration of all of the systems comprising our HBI production plant;

•	negotiating sales contracts for our planned production; and

•	other factors, many of which are beyond our control.

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•	adverse changes in market conditions;

•	commodity prices for steel and iron ore;

•	production levels;

•	operating results;

•	competitive conditions;

•	laws and regulations affecting the steel and iron ore businesses;

•	capital expenditure obligations;

•	higher than expected integration costs;

•	lower than expected synergies; and

•	general economic conditions.

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