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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 and six months ended June 30, 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 and in our Quarterly Report on Form 10-Q for the three months ended March 31, 2020.

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 made various operational changes to adjust to the demand for our products. Although steel and iron ore production have been considered “essential” by the states in which we operate, certain of our facilities and construction activities were temporarily idled during the second quarter of 2020.  Nearly all of these temporarily idled facilities were restarted as of June 30, 2020, with the exception of the Dearborn hot-end operations and Mansfield operations, which were restarted in July 2020, and the Northshore mine, which we plan to restart in early August 2020.

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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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%

We recorded a basis difference for Spartan Steel of $32.5 million as part of our acquisition of AK Steel.  The basis difference relates to the excess of the fair value over the investee's carrying amount of property, plant and equipment and will be amortized over the remaining useful lives of the underlying assets.

Significant Accounting Policies

A detailed description of our significant accounting policies can be found in the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC, which were updated and can be found in the unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 filed with the SEC. There have been no material changes in our significant accounting policies and estimates from those disclosed therein.

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 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.

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Revenues

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

	(In Millions)
	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
Steel and Manufacturing:
Automotive	$	363.8			$	—			$	484.0			$	—
Infrastructure and manufacturing	203.4				—				247.4				—
Distributors and converters	147.9				—				201.2				—
Total Steel and Manufacturing	715.1				—				932.6				—
Mining and Pelletizing:
Steel producers1	377.6				743.2				519.2				900.2
Total revenues	$	1,092.7			$	743.2			$	1,451.8			$	900.2

¹ Includes Realization of deferred revenue of $34.6 million for the six months ended June 30, 2020.

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

	(In Millions)
	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
Steel and Manufacturing:
Carbon steel	$	431.8			$	—			$	570.4			$	—
Stainless and electrical steel	222.5				—				281.9				—
Tubular products, components and other	60.8				—				80.3				—
Total Steel and Manufacturing	715.1				—				932.6				—
Mining and Pelletizing:
Iron ore1	349.7				697.4				481.0				842.8
Freight	27.9				45.8				38.2				57.4
Total Mining and Pelletizing	377.6				743.2				519.2				900.2
Total revenues	$	1,092.7			$	743.2			$	1,451.8			$	900.2

¹ Includes Realization of deferred revenue of $34.6 million for the six months ended June 30, 2020.

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 $176.0 million and $222.7 million for the three and six months ended June 30, 2020, respectively, and $136.4 million and $179.4 million for the three and six months ended June 30, 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)
	2020				2019
Allowance for credit losses as of January 1	$	—			$	—
Increase in allowance	4.3				—
Allowance for credit losses as of June 30	$	4.3			$	—

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Inventories

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

	(In Millions)
	June 30, 2020				December 31, 2019
Product inventories
Finished and semi-finished goods	$	1,026.4			$	114.1
Work-in-process	89.5				68.7
Raw materials	438.0				9.4
Total product inventories	1,553.9				192.2
Manufacturing supplies and critical spares	379.7				125.2
Inventories	$	1,933.6			$	317.4

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
Net decrease	(17.2		)		(5.5		)		(25.7		)		(4.2		)
Closing balance as of June 30	$	4.9			$	15.5			$	—			$	34.3

Prior to the Merger, our iron ore pellet sales agreement with Severstal, subsequently assumed by AK Steel, required supplemental payments to be paid by the customer during the period 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 term of the supply agreement, which had extended until 2022, in equal annual installments. As a result of the termination of that 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 six months ended June 30, 2020.

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

Accrued Liabilities

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

	(In Millions)
	June 30, 2020				December 31, 2019
Accrued employment costs	$	153.8			$	61.7
Accrued interest	71.5				29.0
Accrued dividends	1.1				17.8
Other	61.9				17.8
Accrued liabilities	$	288.3			$	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)
	Six Months Ended June 30,
	2020				2019
Capital additions	$	230.7			$	320.9
Less:
Non-cash accruals	(91.6		)		3.6
Right-of-use assets - finance leases	39.4				24.8
Grants	—				(8.4		)
Cash paid for capital expenditures including deposits	$	282.9			$	300.9

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

	(In Millions)
	Six Months Ended June 30,
	2020				2019
Taxes paid on income	$	0.2			$	0.1
Income tax refunds	(60.4		)		(117.9		)
Interest paid on debt obligations net of capitalized interest1	63.0				53.2

¹ Capitalized interest was $23.3 million and $9.9 million for the six months ended June 30, 2020 and 2019, respectively.

Non-Cash Investing and Financing Activities

	(In Millions)
	Six Months Ended June 30,
	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	3.9				—

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 Next Generation Advanced High Strength Steels for automotive and other markets. We expect the combination will generate additional cost synergies, which we have identified and already set into motion savings of approximately $150 million, 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.

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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 are included in our unaudited condensed consolidated financial statements and are reported as part of our Steel and Manufacturing segment. For the three months ended June 30, 2020, AK Steel generated Revenues of $715.1 million and a loss of $206.5 million included within Net income (loss) attributable to Cliffs shareholders, which included $36.2 million and $15.1 million related to amortization of the fair value inventory step-up and severance costs, respectively. For the period subsequent to the acquisition (March 13, 2020 through June 30, 2020), AK Steel generated Revenues of $932.6 million and a loss of $261.6 million included within Net income (loss) attributable to Cliffs shareholders, which included $59.4 million and $32.7 million related to amortization of the fair value inventory step-up and severance costs, respectively.

Additionally, we incurred acquisition-related costs excluding severance costs of $1.8 million and $25.0 million for the three and six months ended June 30, 2020, respectively, 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)
Fair value of Cliffs common shares issued for AK Steel outstanding common stock	$	617.6
Fair value of replacement equity awards	3.9
Fair value of AK Steel debt	913.6
Total purchase consideration	$	1,535.1

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 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, investments, deferred taxes, asset retirement obligations, pension and OPEB liabilities and intangible assets and 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)
	Initial Allocation of Consideration				Measurement Period Adjustments				June 30, 2020
Cash and cash equivalents	$	37.7			$	2.0			$	39.7
Accounts receivable	666.0				(3.2		)		662.8
Inventories	1,562.8				(37.8		)		1,525.0
Other current assets	67.5				(14.5		)		53.0
Property, plant and equipment	2,184.4				2.9				2,187.3
Intangible assets	163.0				(15.0		)		148.0
Right of use asset, operating leases	225.9				(16.3		)		209.6
Other non-current assets	85.9				25.9				111.8
Accounts payable	(636.3		)		(2.9		)		(639.2		)
Accrued liabilities	(222.5		)		(2.1		)		(224.6		)
Other current liabilities	(181.8		)		7.0				(174.8		)
Long-term debt	(1,179.4		)		—				(1,179.4		)
Deferred income taxes	(19.7		)		(1.7		)		(21.4		)
Operating lease liability, non-current	(188.1		)		—				(188.1		)
Intangible liabilities	(140.0		)		65.0				(75.0		)
Pension and OPEB liabilities	(873.0		)		—				(873.0		)
Asset retirement obligations	(13.9		)		—				(13.9		)
Other non-current liabilities	(144.2		)		(5.7		)		(149.9		)
Net identifiable assets acquired	1,394.3				3.6				1,397.9
Goodwill	141.2				(4.0		)		137.2
Total net assets acquired	$	1,535.5			$	(0.4	)		$	1,535.1

During the second quarter of 2020, we made certain measurement period adjustments to the acquired assets and liabilities assumed due to clarification of information utilized to determine fair value during the measurement period. The Inventories measurement period adjustments of $37.8 million, resulted in a favorable impact of $7.8 million to Cost of goods sold for the three months ended June 30, 2020.

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	$	77.0			18
Developed technology	60.0				17
Trade names and trademarks	11.0				10
Total identifiable intangible assets	$	148.0			17
Intangible liabilities:
Above-market supply contracts	$	(75.0	)		12

The above-market supply contracts relate to the long-term coke and energy supply agreements with SunCoke Energy, which includes SunCoke Middletown, a consolidated VIE. Refer to NOTE 16 - 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 and six months ended June 30, 2020 and 2019, as if AK Steel had been acquired as of January 1, 2019:

	(In Millions)
	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
Revenues	$	979.1			$	2,233.8			$	2,427.7			$	4,021.1
Net income (loss) attributable to Cliffs shareholders	(125.3		)		184.9				(163.7		)		128.3

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 $113.6 million and $259.2 million for the three and six months ended June 30, 2020, respectively, and $189.9 million and $257.3 million for the three and six months ended June 30, 2019, respectively.

2.

The 2020 pro forma net loss was adjusted to exclude $36.2 million and $59.4 million of non-recurring inventory acquisition accounting adjustments incurred during the three and six months ended June 30, 2020, respectively. The 2019 pro forma net income was adjusted to include $18.5 million and $74.2 million of non-recurring inventory acquisition accounting adjustments for the three and six months ended June 30, 2019, respectively.

3.	The elimination of nonrecurring transaction costs incurred by Cliffs and AK Steel in connection with the Merger of $1.8 million and $28.4 million for the three and six months ended June 30, 2020, respectively.

4.	Total other pro forma adjustments included expense of $12.3 million and $1.0 million for the three and six months ended June 30, 2020, respectively, and expense of $4.0 million and $6.9 million for the three and six months ended June 30, 2019, respectively, primarily due to reduced interest and amortization expense, offset partially by additional depreciation expense and pension and OPEB expense.

5.

The income tax impact of pro forma transaction adjustments that affect Net income (loss) attributable to Cliffs shareholders at a statutory rate of 24.3% resulted in an income tax benefit of $1.6 million and an income tax expense of $3.3 million for the three and six months ended June 30, 2020, respectively, and an income tax expense of $8.0 million and an income tax benefit of $2.8 million, for the three and six months ended June 30, 2019, respectively.

The unaudited pro forma financial information does not reflect the potential realization of synergies or cost savings, nor does it reflect other costs relating to the integration of the two companies. This unaudited pro forma financial

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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.

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 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. Construction of our HBI production plant in Toledo, Ohio, now included as part of our Steel and Manufacturing segment, is expected to be completed in the fourth quarter of 2020. 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. 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 June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
Sales volume (in thousands):
Steel and Manufacturing (net tons)	619				—				818				—
Mining and Pelletizing sales (long tons)	4,759				6,227				6,893				7,777
Less: Intercompany sales (long tons)	(1,041		)		(38		)		(1,824		)		(38		)
Mining and Pelletizing consolidated sales (long tons)	3,718				6,189				5,069				7,739
Revenues:
Steel and Manufacturing net sales to external customers	$	715.1			$	—			$	932.6			$	—
Mining and Pelletizing net sales1	489.0				747.2				718.4				904.2
Less: Intercompany sales	(111.4		)		(4.0		)		(199.2		)		(4.0		)
Mining and Pelletizing net sales to external customers	377.6				743.2				519.2				900.2
Total revenues	$	1,092.7			$	743.2			$	1,451.8			$	900.2
Adjusted EBITDA:
Steel and Manufacturing	$	(104.0	)		$	(1.1	)		$	(115.1	)		$	(1.9	)
Mining and Pelletizing	82.4				280.5				164.2				328.0
Corporate and eliminations	(60.4		)		(31.0		)		(108.4		)		(56.5		)
Total Adjusted EBITDA	$	(82.0	)		$	248.4			$	(59.3	)		$	269.6

¹ Includes Realization of deferred revenue of $34.6 million for the six months ended June 30, 2020.

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

	(In Millions)
	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
Net income (loss)	$	(108.1	)		$	160.8			$	(156.7	)		$	138.7
Less:
Interest expense, net	(68.6		)		(26.3		)		(99.7		)		(51.4		)
Income tax benefit (expense)	24.7				(22.0		)		76.1				(18.3		)
Depreciation, depletion and amortization	(77.1		)		(21.0		)		(111.5		)		(40.9		)
Total EBITDA	$	12.9			$	230.1			$	(21.6	)		$	249.3
Less:
EBITDA of noncontrolling interests1	$	20.5			$	—			$	25.1			$	—
Gain (loss) on extinguishment of debt	129.4				(17.9		)		132.6				(18.2		)
Severance costs	(16.6		)		—				(35.9		)		(1.7		)
Acquisition-related costs excluding severance costs	(1.8		)		—				(25.0		)		—
Amortization of inventory step-up	(36.2		)		—				(59.4		)		—
Impact of discontinued operations	(0.4		)		(0.4		)		0.3				(0.4		)
Total Adjusted EBITDA	$	(82.0	)		$	248.4			$	(59.3	)		$	269.6

¹ EBITDA of noncontrolling interests includes $15.8 million and $19.3 million for income and $4.7 million and $5.8 million of depreciation, depletion and amortization for the three and six months ended June 30, 2020, respectively.

The following summarizes our assets by segment:

	(In Millions)
	June 30, 2020				December 31, 2019
Assets:
Steel and Manufacturing	$	6,201.6			$	913.6
Mining and Pelletizing	1,685.1				1,643.1
Total segment assets	7,886.7				2,556.7
Corporate and Other (including discontinued operations)	604.0				947.1
Total assets	$	8,490.7			$	3,503.8

The following table summarizes our capital additions by segment:

	(In Millions)
	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
Capital additions1:
Steel and Manufacturing	$	55.6			$	155.1			$	178.8			$	237.5
Mining and Pelletizing	17.4				35.6				51.6				82.4
Corporate and Other	—				0.9				0.3				1.0
Total capital additions	$	73.0			$	191.6			$	230.7			$	320.9

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)
	June 30, 2020				December 31, 2019
Land, land improvements and mineral rights	$	653.2			$	582.2
Buildings	454.4				157.8
Steel and Manufacturing equipment	2,147.9				42.0
Mining and Pelletizing equipment	1,448.6				1,413.6
Other	123.4				101.5
Construction-in-progress	1,058.3				730.3
Total property, plant and equipment1	5,885.8				3,027.4
Allowance for depreciation and depletion	(1,337.9		)		(1,098.4		)
Property, plant and equipment, net	$	4,547.9			$	1,929.0

¹ Includes right-of-use assets related to finance leases of $93.7 million and $49.0 million as of June 30, 2020 and December 31, 2019, respectively.

We recorded capitalized interest into property, plant and equipment of $13.6 million and $23.3 million during the three and six months ended June 30, 2020, respectively, and $5.9 million and $9.9 million for the three and six months ended June 30, 2019, respectively.

We recorded depreciation and depletion expense of $75.3 million and $110.7 million for the three and six months ended June 30, 2020, respectively, and $20.9 million and $40.5 million for the three and six months ended June 30, 2019, respectively.

Goodwill

The increase in the balance of Goodwill as of June 30, 2020, compared to December 31, 2019, is due to the preliminary assignment of $137.2 million to Goodwill in 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 June 30, 2020 and December 31, 2019.

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Intangible Assets and Liabilities

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

			(In Millions)
	Classification1		Gross Amount				Accumulated Amortization				Net Amount
As of June 30, 2020
Intangible assets:
Customer relationships	Intangible assets, net		$	77.0			$	(1.5	)		$	75.5
Developed technology	Intangible assets, net		60.0				(1.2		)		58.8
Trade names and trademarks	Intangible assets, net		11.0				(0.4		)		10.6
Mining permits	Intangible assets, net		72.2				(24.5		)		47.7
Total intangible assets			$	220.2			$	(27.6	)		$	192.6
Intangible liabilities:
Above-market supply contracts	Intangible liabilities, net		$	(75.0	)		$	2.7			$	(72.3	)
As of December 31, 2019
Intangible assets:
Mining permits	Intangible assets, net		$	72.2			$	(24.1	)		$	48.1

¹ Amortization of intangible liabilities related to above-market supply contracts and intangible assets related to mining permits is recognized in Cost of goods sold. Amortization of all other intangible assets is recognized in Selling, general and administrative expenses.

Amortization expense related to intangible assets was $2.4 million and $3.5 million for the three and six months ended June 30, 2020, respectively, and $0.2 million and $0.4 million for the three and six months ended June 30, 2019, respectively.

Estimated future amortization expense related to intangible assets at June 30, 2020 is as follows:

		(In Millions)
Years ending December 31,
2020 (remaining period of the year)		$	5.0
2021		10.0
2022		10.0
2023		10.0
2024		10.0
2025		10.0

Income from amortization related to the intangible liabilities was $0.6 million and $2.7 million for the three and six months ended June 30, 2020, respectively.

Estimated future amortization income related to the intangible liabilities at June 30, 2020 is as follows:

		(In Millions)
Years ending December 31,
2020 (remaining period of the year)		$	4.1
2021		8.2
2022		8.2
2023		8.2
2024		8.2
2025		8.2

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

(In Millions)
June 30, 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%		$	394.5			$	(4.0	)		$	(1.6	)		$	388.9
9.875% 2025 Senior Secured Notes		Cliffs		10.57%		955.2				(8.7		)		(26.7		)		919.8
6.75% 2026 Senior Secured Notes		Cliffs		6.99%		845.0				(22.6		)		(9.4		)		813.0
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%		64.3				(0.2		)		(4.8		)		59.3
6.375% 2025 AK Senior Notes		AK Steel		8.11%		38.4				—				(2.9		)		35.5
1.50% 2025 Convertible Senior Notes		Cliffs		6.26%		296.3				(3.9		)		(55.6		)		236.8
5.75% 2025 Senior Notes		Cliffs		6.01%		396.2				(2.8		)		(4.3		)		389.1
7.00% 2027 Senior Notes		Cliffs		9.24%		88.0				(0.3		)		(9.8		)		77.9
7.00% 2027 AK Senior Notes		AK Steel		9.24%		56.3				—				(6.2		)		50.1
5.875% 2027 Senior Notes		Cliffs		6.49%		555.5				(4.5		)		(19.0		)		532.0
6.25% 2040 Senior Notes		Cliffs		6.34%		262.7				(1.9		)		(2.8		)		258.0
IRBs due 2024 to 2028		AK Steel		Various		92.0				—				2.3				94.3
ABL Facility		Cliffs2		2.79%		2,000.0				—				—				550.0
Total long-term debt																		$	4,451.6

¹ Unless otherwise noted, references in this column to "Cliffs" are to Cleveland-Cliffs Inc., and references to "AK Steel" are to AK Steel Corporation.

² Refers to Cleveland-Cliffs 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 Cleveland-Cliffs Inc.

² Refers to Cleveland-Cliffs Inc. and certain of its subsidiaries as borrowers under our Former ABL Facility.

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9.875% 2025 Senior Secured Notes Offerings

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 $400.0 million aggregate principal amount of 9.875% 2025 Senior Secured Notes issued at 94.5% of face value.

On April 24, 2020, we issued an additional $555.2 million aggregate principal amount of 9.875% 2025 Senior Secured Notes issued at 99.0% of face value. 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.

The 9.875% 2025 Senior Secured Notes were issued in private placement transactions exempt from the registration requirements of the Securities Act. The 9.875% 2025 Senior Secured Notes bear interest at a rate of 9.875% per annum, payable semi-annually in arrears on April 17 and October 17 of each year, commencing on October 17, 2020. The 9.875% 2025 Senior Secured Notes will mature on October 17, 2025.

The 9.875% 2025 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 a pari passu basis with the 6.75% 2026 Senior Secured Notes and 4.875% 2024 Senior Secured Notes, on substantially all of our assets and the assets of the guarantors, other than the ABL Collateral (as defined below), and (ii) a second-priority lien on the ABL Collateral, which is junior to a first-priority lien for the benefit of the lenders under our ABL Facility.

The 9.875% 2025 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 9.875% 2025 Senior Secured Notes. The following is a summary of redemption prices for our 9.875% 2025 Senior Secured Notes:

Redemption Period		Redemption Price1			Restricted Amount
Prior to August 15, 2020 - using proceeds of a regulatory debt facility		103.000	%		Up to 35% of original aggregate principal
Prior to October 17, 2022 - using proceeds of equity issuance		109.875			Up to 35% of original aggregate principal
Prior to October 17, 20222		100.000
Beginning on October 17, 2022		107.406
Beginning on April 17, 2023		104.938
Beginning on April 17, 2024		102.469
Beginning on April 17, 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 9.875% 2025 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 9.875% 2025 Senior Secured Notes contain certain customary covenants; however, there are no financial covenants.

Debt issuance costs of $9.1 million were incurred related to the offerings of the 9.875% 2025 Senior Secured Notes and are included in Long-term debt in the Statements of Unaudited Condensed Consolidated Financial Position.

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6.75% 2026 Senior Secured Notes Offerings

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 $725.0 million aggregate principal amount of 6.75% 2026 Senior Secured Notes issued at 98.783% of face value.

On June 19, 2020, we issued an additional $120.0 million aggregate principal amount of 6.75% 2026 Senior Secured Notes issued at 99.25% of face value. These additional notes are of the same class and series as, and otherwise identical to, the 6.75% 2026 Senior Secured Notes issued on March 13, 2020, other than with respect to the date of issuance and issue price.

The 6.75% 2026 Senior Secured Notes were issued in private placement transactions 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 a pari passu basis with the 4.875% 2024 Senior Secured Notes and 9.875% 2025 Senior Secured Notes, on substantially all of our assets and the assets of the guarantors, other than the ABL Collateral, and (ii) a second-priority lien on the ABL Collateral, which is junior to a first-priority lien for the benefit of the lenders under our ABL Facility.

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 $23.7 million were incurred related to the offerings of the 6.75% 2026 Senior Secured Notes and are included in Long-term debt in the Statements of Unaudited Condensed Consolidated Financial Position.

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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.

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 March 15 and September 15 of each year, commencing on September 15, 2020. The 7.00% 2027 Senior Notes mature on March 15, 2027.

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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 June 30, 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 outstanding $66.0 million aggregate principal amount of fixed-rate, tax-exempt IRBs as of June 30, 2020. The weighted-average fixed rate of the unsecured IRBs is 6.86%. 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 June 30, 2020 that are backed by a letter of credit. These IRBs contain certain customary covenants; however, there are no financial covenants.

Debt Extinguishments - 2020

On April 24, 2020, we used the net proceeds from the offering of the additional 9.875% 2025 Senior Secured Notes to repurchase $736.4 million aggregate principal amount of our outstanding senior notes of various series, which resulted in debt reduction of $181.2 million. During the second quarter of 2020, we also repurchased an additional $11.2 million aggregate principal amount of our outstanding senior notes of various series with cash on hand. On June 1, 2020, we redeemed $7.3 million aggregate principal amount of our outstanding 2020 IRBs.

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 June 30, 2020								Six Months Ended June 30, 2020
Debt Instrument		Debt Extinguished				Gain on Extinguishment				Debt Extinguished				Gain on Extinguishment
7.625% 2021 AK Senior Notes		$	—			$	—			$	372.7			$	0.4
7.50% 2023 AK Senior Notes		—				—				367.2				2.8
4.875% 2024 Senior Secured Notes		5.5				0.5				5.5				0.5
6.375% 2025 Senior Notes		167.5				21.3				167.5				21.3
1.50% 2025 Convertible Senior Notes		20.0				1.3				20.0				1.3
5.75% 2025 Senior Notes		77.1				16.3				77.1				16.3
7.00% 2027 Senior Notes		247.3				28.4				247.3				28.4
5.875% 2027 Senior Notes		194.5				48.7				194.5				48.7
6.25% 2040 Senior Notes		35.7				12.9				35.7				12.9
		$	747.6			$	129.4			$	1,487.5			$	132.6

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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 June 30, 2019								Six Months Ended June 30, 2019
Debt Instrument		Debt Extinguished				(Loss) on Extinguishment				Debt Extinguished				(Loss) on Extinguishment
4.875% 2021 Senior Notes		$	114.0			$	(5.0	)		$	124.0			$	(5.3	)
5.75% 2025 Senior Notes		600.0				(12.9		)		600.0				(12.9		)
		$	714.0			$	(17.9	)		$	724.0			$	(18.2	)

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.

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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 FILO tranche of commitments in the aggregate amount of $150.0 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 FILO 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 June 30, 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)
		June 30, 2020
Available borrowing base on ABL Facility1		$	1,652.1
Borrowings		(550.0		)
Letter of credit obligations2		(198.5		)
Borrowing capacity available		$	903.6

¹ As of June 30, 2020, the ABL Facility has a maximum borrowing base of $2.0 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 June 30, 2020:

		(In Millions)
		Maturities of Debt
2020 (remaining period of year)		$	—
2021		33.5
2022		—
2023		12.8
2024		456.5
Thereafter		4,137.9
Total maturities of debt		$	4,640.7

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

	(In Millions)
	June 30, 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:
Cash equivalents - Money market funds	$	21.8			$	—			$	—			$	21.8
Other current assets:
Commodity contracts	—				5.4				—				5.4
Customer supply agreement	—				—				27.3				27.3
Provisional pricing arrangement	—				—				8.0				8.0
Other non-current assets:
Commodity contracts	—				0.7				—				0.7
Total	$	21.8			$	6.1			$	35.3			$	63.2
Liabilities:
Other current liabilities:
Commodity contracts	$	—			$	(17.2	)		$	—			$	(17.2	)
Foreign exchange contracts	—				(1.0		)		—				(1.0		)
Other non-current liabilities:
Commodity contracts	—				(1.1		)		—				(1.1		)
Foreign exchange contracts	—				(0.4		)		—				(0.4		)
Total	$	—			$	(19.7	)		$	—			$	(19.7	)

	(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	)

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Financial assets classified in Level 1 include money market funds. The valuation of these instruments is based upon unadjusted quoted prices for identical assets in active markets.

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 our commodity hedge contracts primarily include those related to natural gas, electricity and zinc.

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

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.

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 June 30, 2020 (In Millions)

Balance Sheet Location

Valuation Technique

Unobservable Input

Range or Point Estimate (Weighted Average)

Customer supply agreement

$

27.3

Other current assets

Market Approach

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

$562 - $639 $(564)

Provisional pricing arrangements

$

8.0

Other current assets

Market Approach

Management's estimate of Platts 62% price per dry metric ton

$94

Atlantic Basin Pellet Premium

$32

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 inputs used in the fair value measurement of our provisional pricing arrangements at June 30, 2020 were the forward-looking estimate of Platts 62% price and the Atlantic Basin Pellet Premium based upon current market data determined by management.

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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 June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
Beginning balance	$	19.6			$	106.7			$	45.8			$	91.4
Total gains included in earnings	40.0				74.3				13.8				89.6
Settlements	(24.3		)		(62.9		)		(24.3		)		(62.9		)
Ending balance	$	35.3			$	118.1			$	35.3			$	118.1
Total gains for the period included in earnings attributable to the change in unrealized gains on assets still held at the reporting date	$	33.6			$	73.0			$	13.6			$	88.3

	(In Millions)
	Level 3 Liabilities
	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
Beginning balance	$	—			$	(9.8	)		$	(1.1	)		$	—
Total gains (losses) included in earnings	—				4.5				(0.6		)		(5.3		)
Settlements	—				5.3				1.7				5.3
Ending balance	$	—			$	—			$	—			$	—

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

			(In Millions)
			June 30, 2020								December 31, 2019
	Classification		Carrying Value				Fair Value				Carrying Value				Fair Value
Long-term debt:
Senior Notes	Level 1		$	3,807.3			$	3,681.8			$	2,113.8			$	2,237.0
IRBs due 2024 to 2028	Level 1		94.3				86.0				—				—
ABL Facility - outstanding balance	Level 2		550.0				550.0				—				—
Total long-term debt			$	4,451.6			$	4,317.8			$	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 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

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to collective bargaining agreements that cover certain union-represented employees and defined contribution pension plans. The AK Steel pension and OPEB plans were remeasured as of March 13, 2020.

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

Defined Benefit Pension Costs (Credits)

	(In Millions)
	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
Service cost	$	5.3			$	4.2			$	10.6			$	8.3
Interest cost	14.9				8.6				23.1				17.3
Expected return on plan assets	(36.7		)		(13.7		)		(55.2		)		(27.3		)
Amortization:
Prior service costs	0.3				0.3				0.5				0.6
Net actuarial loss	6.6				5.9				13.3				11.8
Net periodic benefit cost (credit)	$	(9.6	)		$	5.3			$	(7.7	)		$	10.7

OPEB Costs (Credits)

	(In Millions)
	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
Service cost	$	1.4			$	0.4			$	1.9			$	0.8
Interest cost	4.3				2.4				6.5				4.7
Expected return on plan assets	(4.6		)		(4.2		)		(9.1		)		(8.4		)
Amortization:
Prior service credits	(0.5		)		(0.5		)		(1.0		)		(1.0		)
Net actuarial loss	0.7				1.2				1.4				2.5
Net periodic benefit cost (credit)	$	1.3			$	(0.7	)		$	(0.3	)		$	(1.4	)

As a result of the CARES Act enacted on March 27, 2020, we have deferred pension contributions starting in the second quarter of 2020. Based on prior funding requirements, we made defined benefit pension contributions of $0.2 million and $4.0 million for the three and six months ended June 30, 2020, respectively, compared to defined benefit pension contributions of $3.5 million and $6.7 million for the three and six months ended June 30, 2019, respectively. 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 and six months ended June 30, 2020 and 2019.

Our 2020 estimated annual effective tax rate before discrete items as of June 30, 2020 is 31.1%. 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 of noncontrolling interests for which no tax is recognized. The 2019 estimated annual effective tax rate before discrete items as of June 30, 2019 was 12.1%. 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.

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The following is a summary of our asset retirement obligations:

	(In Millions)
	June 30, 2020				December 31, 2019
Asset retirement obligations1	$	183.3			$	165.3
Less current portion	2.2				2.1
Long-term asset retirement obligations	$	181.1			$	163.2

¹ Includes $33.0 million and $22.0 million related to our active operations as of June 30, 2020 and December 31, 2019, respectively.

The accrued closure obligation is predominantly related to our indefinitely idled and closed 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)
	2020				2019
Asset retirement obligation as of January 1	$	165.3			$	172.4
Increase from AK Steel acquisition	13.9				—
Accretion expense	4.9				5.1
Remediation payments	(0.8		)		(0.4		)
Asset retirement obligation as of June 30	$	183.3			$	177.1

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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)		June 30, 2020				December 31, 2019				June 30, 2020				December 31, 2019
Other current assets:
Customer supply agreement		$	—			$	—			$	27.3			$	44.5
Provisional pricing arrangements		—				—				8.0				1.3
Commodity contracts		1.6				—				3.8				—
Other non-current assets:
Commodity contracts		0.6				—				0.1				—
Other current liabilities:
Provisional pricing arrangements		—				—				—				(1.1		)
Commodity contracts		(14.2		)		(3.2		)		(3.0		)		—
Foreign exchange contracts		(1.0		)		—				—				—
Other non-current liabilities:
Commodity contracts		(0.9		)		—				(0.2		)		—
Foreign exchange contracts		(0.4		)		—				—				—

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.

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.

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The following table presents our outstanding hedge contracts:

				(In Millions)
				June 30, 2020					December 31, 2019
		Unit of Measure		Maturity Dates	Notional Amount				Notional Amount
Commodity contracts:
Natural gas		MMBtu		July 2020 - December 2021	39.2				20.1
Diesel		Gallons		—	—				0.8
Zinc		Pounds		July 2020 - December 2021	18.2				—
Electricity		Megawatt hours		July 2020 - December 2021	1.5				—
Foreign exchange contracts:
Canadian dollars		CAD		July 2020 - December 2021	C$	48.7			C$	—

Estimated gains (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 Gains (Losses)
Natural gas		$	(4.6	)
Zinc		0.6
Electricity		(1.0		)

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 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,

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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.

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 June 30,								Six Months Ended June 30,
					2020				2019				2020				2019
	Customer supply agreements		Revenues		$	31.2			$	57.5			$	5.6			$	74.6
	Provisional pricing arrangements		Revenues		8.8				17.3				7.6				5.7
	Foreign exchange contracts		Other non-operating income		0.1				—				—				—
	Commodity contracts		Cost of goods sold		1.2				—				(4.7		)		—
	Total				$	41.3			$	74.8			$	8.5			$	80.3

Refer to NOTE 8 - 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.

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.

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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	)
Other comprehensive income before reclassifications	0.4				0.7				1.4				2.5
Net loss reclassified from accumulated other comprehensive loss	5.6				—				3.1				8.7
June 30, 2020	$	(304.1	)		$	(0.2	)		$	(1.6	)		$	(305.9	)

	(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	)
Other comprehensive income (loss) before reclassifications	0.3				(2.3		)		(2.0		)
Net loss reclassified from accumulated other comprehensive loss	5.5				0.2				5.7
June 30, 2019	$	(269.6	)		$	(2.2	)		$	(271.8	)

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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 June 30,								Six Months Ended June 30,
		2020				2019				2020				2019
Amortization of pension and OPEB liability:
Prior service credits		$	(0.2	)		$	(0.2	)		$	(0.5	)		$	(0.4	)		Other non-operating income
Net actuarial loss		7.3				7.1				14.7				14.3				Other non-operating income
		$	7.1			$	6.9			14.2				13.9				Total before taxes
		(1.5		)		(1.4		)		(3.0		)		(2.9		)		Income tax benefit (expense)
		$	5.6			$	5.5			$	11.2			$	11.0			Net of taxes
Unrealized loss on derivative financial instruments:
Commodity contracts		$	3.9			$	0.2			$	6.7			$	0.5			Cost of goods sold
		(0.8		)		—				(1.4		)		(0.1		)		Income tax benefit (expense)
		$	3.1			$	0.2			$	5.3			$	0.4			Net of taxes
Total reclassifications for the period, net of tax		$	8.7			$	5.7			$	16.5			$	11.4

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 June 30, 2020:

Mine		Cleveland-Cliffs 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 June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
Revenue from related parties	$	281.8			$	452.4			$	292.6			$	499.3
Revenues1	$	1,092.7			$	743.2			$	1,451.8			$	900.2
Related party revenues as a percent of Revenues1	25.8		%		60.9		%		20.2		%		55.5		%
Purchases from related parties	$	9.7			$	—			$	12.2			$	—

¹ Includes Realization of deferred revenue of $34.6 million for the six months ended June 30, 2020.

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		June 30, 2020				December 31, 2019
Accounts receivable, net		$	91.6			$	31.1
Other current assets		35.3				44.5
Accounts payable		(2.4		)		—
Other current liabilities		(2.0		)		(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 12 - 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 $16.0 million and $19.5 million for the three and six months ended June 30, 2020, respectively, 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 June 30, 2020 includes the following amounts for SunCoke Middletown:

	(In Millions)
	June 30, 2020
Cash and cash equivalents	$	1.0
Inventories	21.2
Property, plant and equipment, net	309.2
Accounts payable	(5.6		)
Other assets (liabilities), net	(1.2		)
Noncontrolling interests	(324.6		)

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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 June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
Income (loss) from continuing operations	$	(107.8	)		$	161.4			$	(157.0	)		$	139.3
Income from continuing operations attributable to noncontrolling interest	(15.8		)		—				(19.3		)		—
Net income (loss) from continuing operations attributable to Cliffs shareholders	(123.6		)		161.4				(176.3		)		139.3
Income (loss) from discontinued operations, net of tax	(0.3		)		(0.6		)		0.3				(0.6		)
Net income (loss) attributable to Cliffs shareholders	$	(123.9	)		$	160.8			$	(176.0	)		$	138.7
Weighted average number of shares:
Basic	399.1				275.8				348.3				282.6
Convertible senior notes	—				6.7				—				6.9
Employee stock plans	—				3.0				—				4.1
Diluted	399.1				285.5				348.3				293.6
Earnings (loss) per common share attributable to Cliffs shareholders - basic:
Continuing operations	$	(0.31	)		$	0.59			$	(0.51	)		$	0.49
Discontinued operations	—				—				—				—
	$	(0.31	)		$	0.59			$	(0.51	)		$	0.49
Earnings (loss) per common share attributable to Cliffs shareholders - diluted:
Continuing operations	$	(0.31	)		$	0.57			$	(0.51	)		$	0.47
Discontinued operations	—				—				—				—
	$	(0.31	)		$	0.57			$	(0.51	)		$	0.47

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 June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
Shares related to employee stock plans	1.8			—			1.8			—

There was no dilution during the three and six months ended June 30, 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; however, due to the COVID-19 pandemic, we temporarily halted construction in March 2020. In June 2020, we resumed construction and expect to complete the project in the fourth quarter of 2020. In total, to complete the project, we expect to spend approximately $1 billion on the HBI production plant, excluding capitalized interest, of which $894.3 million was paid as of June 30, 2020. As of June 30, 2020, we have contracts and purchase orders in place for $92.2 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)
	June 30, 2020				December 31, 2019
Environmental obligations	$	41.4			$	2.0
Less current portion	6.5				0.3
Long-term environmental obligations	$	34.9			$	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.

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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, 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 (later merged into AK Steel Corporation) 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

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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.

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.

We have evaluated subsequent events through the date of financial statement issuance.

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•	Lower sales volume of 1.5 million long tons, primarily due to reduced demand as customers idled their blast furnaces in response to the COVID-19 pandemic, which resulted in decreased revenue of $165 million.

•	A decrease in the average year-to-date realized product revenue rate of $17.91 per long ton, or 15.9%, during the three months ended June 30, 2020, compared to the prior-year period, which resulted in a decrease of $86 million, predominantly due to lower pellet premiums, which negatively affected the realized revenue rate by $16 per long ton or $76 million.

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•	Lower sales volume of 0.9 million long tons, primarily due to reduced demand as customers idled their blast furnaces in response to the COVID-19 pandemic, which resulted in decreased revenue of $96 million.

•	A decrease in the average year-to-date realized product revenue rate of $12.68 per long ton, or 11.6%, during the six months ended June 30, 2020, compared to the prior-year period, which resulted in a decrease of $88 million, predominantly due to:

◦	Lower pellet premiums which negatively affected the realized revenue rate by $12 per long ton or $83 million; and

◦	A decrease in the hot-rolled coil steel price, which negatively affected the realized revenue rate by $5 per long ton, or $35 million, during the six months ended June 30, 2020.

◦	These decreases were offset partially by the realization of deferred revenue of $35 million, or $5 per long ton, as a result of the termination of the AK Steel iron ore pellet sales agreement.

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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;

•	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 currently under construction, and to resume full operations at certain facilities that are or were 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;

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•	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 additional 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;

•	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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