Biggest changeWe expect to benefit further from reduced costs in 2024 as we have worked through higher cost inventory, production volumes should remain similar, and reductions in coal and alloy costs should mitigate any cost increases. 44 | CLF 2023 FORM 10-K Table of Contents STEELMAKING RESULTS COMPARISON OF 2023 TO 2022 The following is a summary of the Steelmaking segment operating results for the years ended December 31, 2023 and 2022 (dollars in millions, except for average selling price and shipments in thousands of net tons): Total Revenue Gross Margin Adjusted EBITDA Steel Shipments (nt) 2022 2023 2022 2023 2022 2023 2022 2023 STEEL PRODUCT REVENUE: GROSS MARGIN %: ADJUSTED EBITDA %: AVERAGE SELLING PRICE PER TON OF STEEL PRODUCTS: $20,054 $19,237 11% 6% 14% 9% $1,360 $1,171 REVENUE The following tables represent our steel shipments by product and total revenues by market: Year Ended December 31, (In thousands of net tons) 2023 2022 % Change Steel shipments by product: Hot-rolled steel 5,899 4,326 36 % Cold-rolled steel 2,389 2,286 5 % Coated steel 4,791 4,730 1 % Stainless and electrical steel 682 763 (11) % Plate 899 880 2 % Slab and other steel products 1,772 1,766 — % Total steel shipments by product 16,432 14,751 11 % Year Ended December 31, (In millions) 2023 2022 % Change Steelmaking revenues by market: Direct automotive $ 7,440 $ 6,661 12 % Infrastructure and manufacturing 5,612 5,869 (4) % Distributors and converters 5,330 6,388 (17) % Steel producers 2,949 3,465 (15) % Total Steelmaking revenues by market $ 21,331 $ 22,383 (5) % Revenues decreased by 5% during the year ended December 31, 2023, as compared to the prior year, primarily due to: • A decrease in revenues from the distributors and converters market of $1,058 million, or 17%, predominantly due to the average HRC price declining, which was partially offset by increased hot-rolled steel shipments; and • A decrease in revenues from the steel producers market of $516 million, or 15%, which was primarily due to the decrease in pricing indices for slabs and busheling scrap. • These decreases were partially offset by an increase in revenues from the direct automotive market of $779 million, or 12%, predominantly due to increases in selling prices as a result of favorable renewals of annual fixed price contracts and an increase in shipments. 45 | CLF 2023 FORM 10-K Table of Contents GROSS MARGIN Gross margin decreased by $1,117 million, or 45%, during the year ended December 31, 2023, as compared to the prior year, primarily due to: • A decrease in selling prices (approximately $2.4 billion impact) predominantly due to lower spot prices, which was partially offset by favorable renewals of annual sales contracts. • This decrease was partially offset by a decrease in costs of production (approximately $700 million impact) driven by lower raw materials and utility costs, including natural gas, coal, coke, alloys and scrap, coupled with decreased maintenance costs; and • An increase in sales volumes (approximately $500 million impact).
Biggest changeSTEELMAKING RESULTS COMPARISON OF 2024 TO 2023 The following is a summary of the Steelmaking segment operating results, net of intersegment eliminations, for the years ended December 31, 2024 and 2023 (dollars in millions, except for average selling price and shipments in thousands of net tons): Total Revenue Gross Margin Adjusted EBITDA Steel Shipments (nt) 2023 2024 2023 2024 2023 2024 2023 2024 STEEL PRODUCT REVENUE: GROSS MARGIN %: ADJUSTED EBITDA %: AVERAGE SELLING PRICE PER TON OF STEEL PRODUCTS: $19,237 $16,865 6% —% 9% 4% $1,171 $1,081 47 | CLF 2024 FORM 10-K Table of Contents REVENUE The following tables represent our steel shipments by product and total revenues by market: Year Ended December 31, (In thousands of net tons) 2024 2023 % Change Steel shipments by product: Hot-rolled steel 5,593 5,899 (5) % Cold-rolled steel 2,524 2,389 6 % Coated steel 4,477 4,791 (7) % Stainless and electrical steel 567 682 (17) % Plate 755 899 (16) % Slab and other steel products 1,680 1,772 (5) % Total steel shipments 15,596 16,432 (5) % Year Ended December 31, (In millions) 2024 2023 % Change Steelmaking revenues by market: Direct automotive $ 5,571 $ 7,440 (25) % Infrastructure and manufacturing 5,208 5,612 (7) % Distributors and converters 5,281 5,330 (1) % Steel producers 2,469 2,949 (16) % Total Steelmaking revenues $ 18,529 $ 21,331 (13) % Revenues from our Steelmaking segment decreased by 13% during the year ended December 31, 2024, as compared to the prior year, primarily due to: • A decrease of $1.9 billion, or 25%, in revenues from the direct automotive market, predominantly due to a decrease in demand; • A decrease of $404 million, or 7%, in revenues from the infrastructure and manufacturing market, predominantly due to a decrease in steel index pricing; and • A decrease of $480 million, or 16%, in revenues from the steel producers market, predominantly due to the decrease in pricing indices for slabs and busheling scrap.
Our financial results can vary for our operations as a result of fluctuations in market prices. We attempt to mitigate these risks by aligning fixed and variable components in our customer pricing contracts, supplier purchasing agreements and derivative financial instruments. Some customer contracts have fixed pricing terms, which increase our exposure to fluctuations in raw material and energy costs.
Our financial results can vary for our operations as a result of fluctuations in market prices. We attempt to mitigate these risks by aligning fixed and variable components in our customer pricing contracts, supplier purchasing agreements and derivative instruments. Some customer contracts have fixed pricing terms, which increase our exposure to fluctuations in raw material and energy costs.
Refer to NOTE 13 - ASSET RETIREMENT OBLIGATIONS, for further information. ENVIRONMENTAL REMEDIATION COSTS We have a formal policy for environmental protection and remediation. Our obligations for known environmental matters at active and closed operations have been recognized based on estimates of the cost of investigation and remediation at each facility.
Refer to NOTE 13 - ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS, for further information. ENVIRONMENTAL REMEDIATION COSTS We have a formal policy for environmental protection and remediation. Our obligations for known environmental matters at active and closed operations have been recognized based on estimates of the cost of investigation and remediation at each facility.
In addition, historical, current and forward-looking GHG-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.
Historical, current and forward-looking GHG-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.
Uncertainties and risk factors that could affect our future performance and cause results to differ from the forward-looking statements in this report include, but are not limited to: • continued volatility of steel, iron ore and scrap metal market prices, which directly and indirectly impact the prices of the products that we sell to our customers; • uncertainties associated with the highly competitive and cyclical steel industry and our reliance on the demand for steel from the automotive industry; • potential weaknesses and uncertainties in global economic conditions, excess global steelmaking capacity, oversupply of iron ore, prevalence of steel imports and reduced market demand; • severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges of one or more of our major customers, key suppliers or contractors, which, among other adverse effects, could disrupt our operations or 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; • risks related to U.S. government actions with respect to Section 232, the USMCA and/or other trade agreements, tariffs, treaties or policies, as well as the uncertainty of obtaining and maintaining effective antidumping and countervailing duty orders to counteract the harmful effects of unfairly traded imports; • impacts of existing and increasing governmental regulation, including potential environmental regulations relating to climate change and carbon emissions, and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorizations of, or from, any governmental or regulatory authority and costs related to implementing improvements to ensure compliance with regulatory changes, including potential financial assurance requirements, and reclamation and remediation obligations; • potential impacts to the environment or exposure to hazardous substances resulting from our operations; • our ability to maintain adequate liquidity, our level of indebtedness and the availability of capital could limit our financial flexibility and cash flow necessary to fund working capital, planned capital expenditures, acquisitions, and other general corporate purposes or ongoing needs of our business, or to repurchase our common shares; • our ability to reduce our indebtedness or return capital to shareholders within the currently expected timeframes or at all; • adverse changes in credit ratings, interest rates, foreign currency rates and tax laws; • the outcome of, and costs incurred in connection with, lawsuits, claims, arbitrations or governmental proceedings relating to commercial and business disputes, antitrust claims, environmental matters, government investigations, occupational or personal injury claims, property-related matters, labor and employment matters, or suits involving legacy operations and other matters; • supply chain disruptions or changes in the cost, quality or availability of energy sources, including electricity, natural gas and diesel fuel, critical raw materials and supplies, including iron ore, industrial gases, graphite electrodes, scrap metal, chrome, zinc, other alloys, coke and metallurgical coal, and critical manufacturing equipment and spare parts; • problems or disruptions associated with transporting products to our customers, moving manufacturing inputs or products internally among our facilities, or suppliers transporting raw materials to us; • the risk that the cost or time to implement a strategic or sustaining capital project may prove to be greater than originally anticipated; • our ability to consummate any public or private acquisition transactions and to realize any or all of the anticipated benefits or estimated future synergies, as well as to successfully integrate any acquired businesses into our existing businesses; • uncertainties associated with natural or human-caused disasters, adverse weather conditions, unanticipated geological conditions, critical equipment failures, infectious disease outbreaks, tailings dam failures and other unexpected events; • cybersecurity incidents relating to, disruptions in, or failures of, information technology systems that are managed by us or third parties that host or have access to our data or systems, including the loss, theft or corruption of sensitive or essential business or personal information and the inability to access or control systems; • liabilities and costs arising in connection with any business decisions to temporarily or indefinitely idle or permanently close an operating facility or mine, which could adversely impact the carrying value of associated assets and give rise to impairment charges or closure and reclamation obligations, as well as uncertainties associated with restarting any previously idled operating facility or mine; 57 | CLF 2023 FORM 10-K Table of Contents • our level of self-insurance and our ability to obtain sufficient third-party insurance to adequately cover potential adverse events and business risks; • uncertainties associated with our ability to meet customers’ and suppliers’ decarbonization goals and reduce our GHG emissions in alignment with our own announced targets; • challenges to maintaining our social license to operate with our stakeholders, including the impacts of our operations on local communities, reputational impacts of operating in a carbon-intensive industry that produces GHG emissions, and our ability to foster a consistent operational and safety track record; • our actual economic mineral reserves or reductions in current mineral reserve estimates, and any title defect or loss of any lease, license, easement or other possessory interest for any mining property; • our ability to maintain satisfactory labor relations with unions and employees; • unanticipated or higher costs associated with pension and OPEB obligations resulting from changes in the value of plan assets or contribution increases required for unfunded obligations; • uncertain availability or cost of skilled workers to fill critical operational positions and potential labor shortages caused by experienced employee attrition or otherwise, as well as our ability to attract, hire, develop and retain key personnel; • the amount and timing of any repurchases of our common shares; and • potential significant deficiencies or material weaknesses in our internal control over financial reporting.
Uncertainties and risk factors that could affect our future performance and cause results to differ from the forward-looking statements in this report include, but are not limited to: • continued volatility of steel, scrap metal and iron ore market prices, which directly and indirectly impact the prices of the products that we sell to our customers; 60 | CLF 2024 FORM 10-K Table of Contents • uncertainties associated with the highly competitive and cyclical steel industry and our reliance on the demand for steel from the automotive industry; • potential weaknesses and uncertainties in global economic conditions, excess global steelmaking capacity and production, prevalence of steel imports, reduced market demand and oversupply of iron ore; • severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges of one or more of our major customers, key suppliers or contractors, which, among other adverse effects, could disrupt our operations or 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; • risks related to U.S. government actions and other countries' reactions with respect to Section 232, the USMCA and/or other trade agreements, tariffs, treaties or policies, as well as the uncertainty of obtaining and maintaining effective antidumping and countervailing duty orders to counteract the harmful effects of unfairly traded imports; • impacts of existing and increasing governmental regulation, including actual and potential environmental regulations relating to climate change and carbon emissions, and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorizations of, or from, any governmental or regulatory authority and costs related to implementing improvements to ensure compliance with regulatory changes, including potential financial assurance requirements, and reclamation and remediation obligations; • potential impacts to the environment or exposure to hazardous substances resulting from our operations; • our ability to maintain adequate liquidity, our level of indebtedness and the availability of capital could limit our financial flexibility and cash flow necessary to fund working capital, planned capital expenditures, acquisitions, and other general corporate purposes or ongoing needs of our business, or to repurchase our common shares; • our ability to reduce our indebtedness or return capital to shareholders within the currently expected timeframes or at all; • adverse changes in credit ratings, interest rates, foreign currency rates and tax laws; • challenges to successfully implementing our business strategy to achieve operating results in line with our guidance; • the outcome of, and costs incurred in connection with, lawsuits, claims, arbitrations or governmental proceedings relating to commercial and business disputes, antitrust claims, environmental matters, government investigations, occupational or personal injury claims, property-related matters, labor and employment matters, or suits involving legacy operations and other matters; • supply chain disruptions or changes in the cost, quality or availability of energy sources, including electricity, natural gas and diesel fuel, critical raw materials and supplies, including iron ore, industrial gases, graphite electrodes, scrap metal, chrome, zinc, other alloys, coke and metallurgical coal, and critical manufacturing equipment and spare parts; • problems or disruptions associated with transporting products to our customers, moving manufacturing inputs or products internally among our facilities, or suppliers transporting raw materials to us; • the risk that the cost or time to implement a strategic or sustaining capital project may prove to be greater than originally anticipated; • our ability to consummate any public or private acquisition transactions and to realize any or all of the anticipated benefits or estimated future synergies, as well as to successfully integrate any acquired businesses into our existing businesses; • uncertainties associated with natural or human-caused disasters, adverse weather conditions, unanticipated geological conditions, critical equipment failures, infectious disease outbreaks, tailings dam failures and other unexpected events; • cybersecurity incidents relating to, disruptions in, or failures of, information technology systems that are managed by us or third parties that host or have access to our data or systems, including the loss, theft or corruption of our or third parties' sensitive or essential business or personal information and the inability to access or control systems; • liabilities and costs arising in connection with any business decisions to temporarily or indefinitely idle or permanently close an operating facility or mine, which could adversely impact the carrying value of associated assets and give rise to impairment charges or closure and reclamation obligations, as well as uncertainties associated with restarting any previously idled operating facility or mine; • our ability to realize the anticipated synergies or other expected benefits of the Stelco Acquisition, as well as the impact of additional liabilities and obligations incurred in connection with the Stelco Acquisition; • our level of self-insurance and our ability to obtain sufficient third-party insurance to adequately cover potential adverse events and business risks; • uncertainties associated with our ability to meet customers’ and suppliers’ decarbonization goals and reduce our GHG emissions in alignment with our own announced targets; • challenges to maintaining our social license to operate with our stakeholders, including the impacts of our operations on local communities, reputational impacts of operating in a carbon-intensive industry that produces GHG emissions, and our ability to foster a consistent operational and safety track record; 61 | CLF 2024 FORM 10-K Table of Contents • our actual economic mineral reserves or reductions in current mineral reserve estimates, and any title defect or loss of any lease, license, option, easement or other possessory interest for any mining property; • our ability to maintain satisfactory labor relations with unions and employees; • unanticipated or higher costs associated with pension and OPEB obligations resulting from changes in the value of plan assets or contribution increases required for unfunded obligations; • uncertain availability or cost of skilled workers to fill critical operational positions and potential labor shortages caused by experienced employee attrition or otherwise, as well as our ability to attract, hire, develop and retain key personnel; and • potential significant deficiencies or material weaknesses in our internal control over financial reporting.
We issue standby letters of credit with certain financial institutions in order to support business obligations, including, but not limited to, workers' compensation, operating agreements, employee severance, environmental obligations and insurance. Our ABL Facility agreement contains various financial and other covenants. As of December 31, 2023, we were in compliance with all of our ABL Facility covenants.
We issue standby letters of credit with certain financial institutions in order to support business obligations, including, but not limited to, workers' compensation, operating agreements, employee severance, environmental obligations and insurance. Our ABL Facility agreement contains various financial and other covenants. As of December 31, 2024, we were in compliance with all of our ABL Facility covenants.
Information for the non-Guarantor subsidiaries was excluded from the combined summarized financial information of the obligated group. Each Guarantor subsidiary is consolidated by Cleveland-Cliffs Inc. as of December 31, 2023. Refer to Exhibit 22 , incorporated herein by reference, for the detailed list of entities included within the obligated group as of December 31, 2023.
Information for the non-Guarantor subsidiaries was excluded from the combined summarized financial information of the obligated group. Each Guarantor subsidiary is consolidated by Cleveland-Cliffs Inc. as of December 31, 2024. Refer to Exhibit 22 , incorporated herein by reference, for the detailed list of entities included within the obligated group as of December 31, 2024.
Management's Discussion and Analysis of Financial Condition and Results of Operations included in this report discusses our financial condition and results of operations as of and for the years ended December 31, 2023 and 2022.
Management's Discussion and Analysis of Financial Condition and Results of Operations included in this report discusses our financial condition and results of operations as of and for the years ended December 31, 2024 and 2023.
The available borrowing base is determined by applying customary advance rates to eligible accounts receivable, inventory and certain mobile equipment. Our ABL Facility includes a $555 million sublimit for the issuance of letters of credit and a $200 million sublimit for swingline loans. As of December 31, 2023, outstanding letters of credit totaled $56 million, which reduced availability.
The available borrowing base is determined by applying customary advance rates to eligible accounts receivable, inventory and certain mobile equipment. Our ABL Facility includes a $555 million sublimit for the issuance of letters of credit and a $200 million sublimit for swingline loans. As of December 31, 2024, outstanding letters of credit totaled $62 million, which reduced availability.
A discussion related to our financial condition and results of operations for 2022 as compared to 2021 can be found in Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 14, 2023.
A discussion related to our financial condition and results of operations for 2023 as compared to 2022 can be found in Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024.
These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses. At December 31, 2023 and 2022, we had a valuation allowance of $396 million and $390 million, respectively, against our deferred tax assets.
These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses. At December 31, 2024 and 2023, we had a valuation allowance of $388 million and $396 million, respectively, against our deferred tax assets.
Assessing the recoverability of our goodwill requires significant assumptions regarding the estimated future cash flows and other factors to determine the fair value of a reporting unit, including, among other things, estimates related to forecasts of future revenues, expected Adjusted EBITDA, expected capital expenditures and working capital requirements, which are based upon our long-range plan estimates.
Assessing the recoverability of our goodwill requires significant assumptions regarding discount rates, market multiples, the estimated future cash flows and other factors to determine the fair value of a reporting unit, including, among other things, estimates related to forecasts of future revenues, Adjusted EBITDA, capital expenditures and working capital requirements, which are based upon our long-range plan estimates.
The following table summarizes the negative effect of a hypothetical change in the fair value of our derivative instruments outstanding as of December 31, 2023, due to a 10% and 25% change in the market price of each of the indicated commodities: (In millions) Commodity Derivative 10% Change 25% Change Natural gas $ 53 $ 131 Electricity 15 36 Any resulting changes in fair value would be recorded as adjustments to AOCI, net of income taxes, or recognized in net earnings, as appropriate.
The following table summarizes the negative effect of a hypothetical change in the fair value of our derivative instruments outstanding as of December 31, 2024, due to a 10% and 25% change in the market price of each of the indicated commodities: (In millions) Commodity Derivative 10% Change 25% Change Natural gas $ 53 $ 133 Electricity 15 37 Any resulting changes in fair value would be recorded as adjustments to AOCI, net of income taxes, or recognized in net earnings, as appropriate.
See NOTE 11 - INCOME TAXES for further information. CASH FLOW, LIQUIDITY AND CAPITAL RESOURCES OVERVIEW Our capital allocation decision-making process is focused on preserving healthy liquidity levels while maintaining the strength of our balance sheet and creating financial flexibility to manage through the cyclical demand for our products and volatility in commodity prices.
See NOTE 11 - INCOME TAXES for further information. CASH FLOW, LIQUIDITY AND CAPITAL RESOURCES OVERVIEW Our capital allocation decision-making process is focused on preserving healthy liquidity levels, strengthening our balance sheet, and creating financial flexibility to manage through the cyclical demand for our products and volatility in commodity prices.
As of December 31, 2023, the guarantee of a Guarantor subsidiary with respect to Cliffs' 6.750% 2026 Senior Secured Notes, the 5.875% 2027 Senior Notes, the 7.000% 2027 Senior Notes, the 4.625% 2029 Senior Notes, the 6.750% 2030 Senior Notes and the 4.875% 2031 Senior Notes will be automatically and unconditionally released and discharged, and such Guarantor subsidiary’s obligations under the guarantee and the related indentures (the “Indentures”) will be automatically and unconditionally released and discharged, upon the occurrence of any of the following, along with the delivery to the trustee of an officer’s certificate and an opinion of counsel, each stating that all conditions precedent provided for in the applicable Indenture relating to the release and discharge of such Guarantor subsidiary’s guarantee have been complied with: 51 | CLF 2023 FORM 10-K Table of Contents (a) any sale, exchange, transfer or disposition of such Guarantor subsidiary (by merger, consolidation, or the sale of) or the capital stock of such Guarantor subsidiary after which the applicable Guarantor subsidiary is no longer a subsidiary of the Company or the sale of all or substantially all of such Guarantor subsidiary’s assets (other than by lease), whether or not such Guarantor subsidiary is the surviving entity in such transaction, to a person which is not the Company or a subsidiary of the Company; provided that (i) such sale, exchange, transfer or disposition is made in compliance with the applicable Indenture, including the covenants regarding consolidation, merger and sale of assets and, as applicable, dispositions of assets that constitute notes collateral, and (ii) all the obligations of such Guarantor subsidiary under all debt of the Company or its subsidiaries terminate upon consummation of such transaction; (b) designation of any Guarantor subsidiary as an “excluded subsidiary” (as defined in the Indentures); or (c) defeasance or satisfaction and discharge of the Indentures.
As of December 31, 2024, the guarantee of a Guarantor subsidiary with respect to the 5.875% 2027 Senior Notes, the 7.000% 2027 Senior Notes, the 4.625% 2029 Senior Notes, the 6.875% 2029 Senior Notes, the 6.750% 2030 Senior Notes, the 4.875% 2031 Senior Notes, the 7.000% 2032 Senior Notes and the 7.375% 2033 Senior Notes will be automatically and unconditionally released and discharged, and such Guarantor subsidiary’s obligations under the guarantee and the related indentures (the “Indentures”) will be automatically and unconditionally released and discharged, upon the occurrence of any of the following, along with the delivery to the trustee of an officer’s certificate and an opinion of counsel, each stating that all conditions precedent provided for in the applicable Indenture relating to the release and discharge of such Guarantor subsidiary’s guarantee have been complied with: (a) any sale, exchange, transfer or disposition of such Guarantor subsidiary (by merger, consolidation, or the sale of) or the capital stock of such Guarantor subsidiary after which the applicable Guarantor subsidiary is no longer a subsidiary of the Company or the sale of all or substantially all of such Guarantor subsidiary’s assets (other than by lease), whether or not such Guarantor subsidiary is the surviving entity in such transaction, to a person which is not the Company or a subsidiary of the Company; provided that (i) such sale, exchange, transfer or disposition is made in compliance with the applicable Indenture, including the covenants regarding consolidation, merger and sale of assets and, as applicable, dispositions of assets that constitute notes collateral, and (ii) all the obligations of such Guarantor subsidiary under all debt of the Company or its subsidiaries terminate upon consummation of such transaction; (b) designation of any Guarantor subsidiary as an “excluded subsidiary” (as defined in the Indentures); or (c) defeasance or satisfaction and discharge of the Indentures.
Such redemptions or repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors, and the amounts involved may be material. Refer to NOTE 8 - DEBT AND CREDIT FACILITIES for more information on our ABL Facility and debt.
Such redemptions or repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors, and the amounts involved may be material. Refer to NOTE 8 - DEBT AND CREDIT FACILITIES and NOTE 21 - SUBSEQUENT EVENTS for further information on our ABL Facility and debt.
The following represents a summary of our tax provision and corresponding effective rates: Year Ended December 31, (In millions) 2023 2022 Income tax expense $ (148) $ (423) Effective tax rate 25 % 23 % 46 | CLF 2023 FORM 10-K Table of Contents A reconciliation of our income tax attributable to continuing operations compared to the U.S. federal statutory rate is as follows: Year Ended December 31, (In millions) 2023 2022 Tax at U.S. statutory rate $ 125 21 % $ 377 21 % Increase (decrease) due to: Percentage depletion in excess of cost depletion (32) (5) (49) (3) Valuation allowance 14 2 — — Unrecognized tax benefits 7 1 2 — State taxes, net 28 5 71 4 Federal & state provision to return (20) (3) 27 1 Income not subject to tax (11) (2) (9) — Goodwill impairment 26 4 — — Other items, net 11 2 4 — Provision for income tax expense and effective income tax rate including discrete items $ 148 25 % $ 423 23 % The decrease in income tax expense in 2023, as compared to the prior year, is predominantly related to the decrease in the pre-tax book income year-over-year.
The following represents a summary of our tax provision and corresponding effective rates: Year Ended December 31, (In millions) 2024 2023 Income tax benefit (expense) $ 235 $ (148) Effective tax rate 25 % 25 % 49 | CLF 2024 FORM 10-K Table of Contents A reconciliation of our income tax attributable to continuing operations compared to the U.S. federal statutory rate is as follows: Year Ended December 31, (In millions) 2024 2023 Tax at U.S. statutory rate $ (198) 21 % $ 125 21 % Increase (decrease) due to: Percentage depletion in excess of cost depletion (20) 2 (32) (5) Valuation allowance — — 14 2 Unrecognized tax benefits 7 — 7 1 State taxes, net (30) 3 28 5 Federal & state provision to return (4) — (20) (3) Income not subject to tax (10) 1 (11) (2) Goodwill impairment — — 26 4 Other items, net 20 (2) 11 2 Provision for income tax (benefit) expense and effective income tax rate including discrete items $ (235) 25 % $ 148 25 % The increase in income tax benefit in 2024, as compared to income tax expense in 2023, is predominantly related to the decrease in the pre-tax book income year-over-year.
The determination of mineral reserves requires us and third-party QPs to make significant estimates and assumptions related to key inputs, including, but not limited to, (1) the determination of the size and scope of the iron ore body through technical modeling, (2) the estimates of future iron ore prices, production costs and capital expenditures, and (3) management’s mine plan for the proven and probable mineral reserves.
The determination of mineral reserves requires us and third-party QPs to make 58 | CLF 2024 FORM 10-K Table of Contents significant estimates and assumptions related to key inputs, including, but not limited to, (1) the determination of the size and scope of the iron ore body through technical modeling, (2) the estimates of future iron ore prices, production costs and capital expenditures, and (3) management’s mine plan for the proven and probable mineral reserves.
ADJUSTED EBITDA Adjusted EBITDA from our Steelmaking segment for the year ended December 31, 2023, decreased by $1,216 million, as compared to 2022, primarily due to the decreased gross margin from our operations. Additionally, our Steelmaking Adjusted EBITDA included $549 million and $439 million of Selling, general and administrative expenses for the years ended December 31, 2023 and 2022, respectively.
ADJUSTED EBITDA Adjusted EBITDA from our Steelmaking segment for the year ended December 31, 2024, decreased by $1.1 billion, as compared to 2023, due to the decreased gross margin from our operations. Additionally, our Steelmaking Adjusted EBITDA included $457 million and $549 million of Selling, general and administrative expenses for the years ended December 31, 2024 and 2023, respectively.
In 2023, we employed third-party specialists to assist in the evaluation. Our obligations are determined based on detailed estimates adjusted for factors that a market participant would consider (e.g., inflation, overhead and profit), which are escalated at an assumed rate of inflation to the estimated closure dates and then discounted using the current credit-adjusted risk-free interest rate.
Our obligations are determined based on detailed estimates adjusted for factors that a market participant would consider (e.g., inflation, overhead and profit), which are escalated at an assumed rate of inflation to the estimated closure dates and then discounted using the current credit-adjusted risk-free interest rate.
We also utilize mineral reserves for evaluating potential impairments of goodwill and mine asset groups as they are indicative of future cash flows and in determining maximum useful lives utilized to calculate depreciation, depletion and amortization of long-lived mine assets.
We also utilize mineral reserves for evaluating potential impairments of goodwill and mine asset groups as they are indicative of future cash flows and in determining maximum useful lives utilized to calculate depreciation, depletion and amortization of long-lived mine assets. Refer to NOTE 13 - ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS for further information.
We expect the supply of busheling scrap to further tighten due to decreasing prime scrap generation from original equipment manufacturers and the growth of EAF capacity in the U.S., reduced metallics import availability, and a push for expanded scrap use globally.
The busheling price averaged $429 per long ton during 2024. We expect the supply of busheling scrap to further tighten due to decreasing prime scrap generation from original equipment manufacturers and the growth of EAF capacity in the U.S., reduced metallics import availability, and a push for expanded scrap use globally.
With the U.S. government awarding funding for the development of regional hydrogen hubs throughout the country, including near our largest facilities, we expect to dramatically increase our use of hydrogen gas as both a reducing agent and energy source as the clean hydrogen production facilities come online.
With the U.S. government potentially awarding funding for the development of regional hydrogen hubs throughout the country, including near our largest facilities, we would be able to dramatically increase our use of hydrogen gas as both a reducing agent and energy source as the clean hydrogen production facilities come online and become commercially and economically viable.
The fair value of each reporting unit is estimated using the guideline public company method, the discounted cash flow methodology, or a combination of both, which considers forecasted cash flows 53 | CLF 2023 FORM 10-K Table of Contents discounted at an estimated weighted average cost of capital.
The fair value of each reporting unit is estimated using the guideline public company method, the discounted cash flow methodology, or a combination of both, which considers forecasted cash flows discounted at an estimated weighted average cost of capital.
The following table provides a summary of our cash flow: Year Ended December 31, (In millions) 2023 2022 Cash flows provided by (used in): Operating activities $ 2,267 $ 2,423 Investing activities (591) (936) Financing activities (1,504) (1,509) Net increase (decrease) in cash and cash equivalents $ 172 $ (22) Free cash flow 1 $ 1,621 $ 1,480 1 See "— Non-GAAP Financial Measures" for a reconciliation of our free cash flow.
The following table provides a summary of our cash flow: Year Ended December 31, (In millions) 2024 2023 Cash flows provided by (used in): Operating activities $ 105 $ 2,267 Investing activities (3,212) (591) Financing activities 2,970 (1,504) Net increase (decrease) in cash and cash equivalents $ (137) $ 172 Free cash flow 1 $ (590) $ 1,621 1 See "— Non-GAAP Financial Measures" for a reconciliation of our free cash flow.
We believe our liquidity and access to capital markets will be adequate to fund our cash requirements for the next 12 months and for the foreseeable future. Our ABL Facility, which now matures in June 2028, has a maximum borrowing base of $4.75 billion.
We used remaining net proceeds of the debt issuances to finance a portion of the Stelco Acquisition. We believe our liquidity and access to capital markets will be adequate to fund our cash requirements for the next 12 months and for the foreseeable future. Our ABL Facility, which matures in June 2028, has a maximum borrowing base of $4.75 billion.
These arrangements include unconditional purchase obligations, surety bonds and letters of credit. Our unconditional purchase obligations include minimum "take or pay" commitments, such as minimum electric power demand charges, minimum coal, diesel and natural gas purchase commitments, minimum railroad transportation commitments and minimum port facility usage commitments.
Our unconditional purchase obligations include minimum "take or pay" commitments, such as minimum electric power demand charges, minimum coal, diesel and natural gas purchase commitments, minimum railroad transportation commitments and minimum port facility usage commitments. We use surety bonds and letters of credit to provide financial assurance for certain obligations.
In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations.
Deferred income taxes arise from temporary differences between tax and financial statement recognition of revenue and expense. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations.
As a general matter, forward-looking statements relate to anticipated trends and expectations rather than historical matters. Forward-looking statements are subject to uncertainties and factors relating to our operations and business environment that are difficult to predict and may be beyond our control.
FORWARD-LOOKING STATEMENTS This report contains statements that constitute "forward-looking statements" within the meaning of the federal securities laws. As a general matter, forward-looking statements relate to anticipated trends and expectations rather than historical matters. Forward-looking statements are subject to uncertainties and factors relating to our operations and business environment that are difficult to predict and may be beyond our control.
We have established policies and procedures to manage such risks; however, certain risks are beyond our control. 52 | CLF 2023 FORM 10-K Table of Contents PRICING RISKS In the ordinary course of business, we are exposed to market risk and price fluctuations related to the sale of our products, which are impacted primarily by market prices for HRC and other related spot pricing indices, and the purchase of energy and raw materials used in our operations, which are impacted by market prices for natural gas, electricity, ferrous and stainless steel scrap, metallurgical coal, coke, zinc, chrome, nickel and other alloys.
PRICING RISKS In the ordinary course of business, we are exposed to market risk and price fluctuations related to the sale of our products, which are impacted primarily by market prices for HRC and other related spot pricing indices, and the purchase of energy and raw materials used in our operations, which are impacted by market prices for natural gas, electricity, ferrous and stainless steel scrap, metallurgical coal, coke, zinc, chrome, nickel and other alloys.
During 2023, our safety Total Reportable Incident Rate (including contractors) was 1.22 per 200,000 hours worked. Throughout 2023, we continued to focus on our goal of reducing GHG emissions with our optimal utilization of HBI and scrap throughout our facilities, as well as efficient power generation through recycling of off-gases.
During 2024, our safety Total Reportable Incident Rate (including contractors) was 0.9 per 200,000 hours worked, the lowest since becoming a steel company in 2020. Throughout 2024, we continued to focus on our goal of reducing GHG emissions with our optimal utilization of HBI and scrap throughout our facilities, as well as efficient power generation through recycling off-gases.
Cash and cash equivalents, which totaled $198 million as of December 31, 2023, include cash on hand and on deposit, as well as short-term securities held for the primary purpose of general liquidity. The combination of cash and availability under our ABL Facility gives us $4.5 billion in liquidity as of December 31, 2023.
Cash and cash equivalents, which totaled $54 million as of December 31, 2024, include cash on hand and on deposit, as well as short-term securities held for the primary purpose of general liquidity. The combination of cash and availability under our ABL Facility equated to $2.6 billion in liquidity as of December 31, 2024.
GOODWILL IMPAIRMENT Our 2023 annual goodwill impairment analysis resulted in an impairment charge of $125 million for goodwill related to our Tooling and Stamping reporting unit. Refer to "— Market Risks" below for further detail. MISCELLANEOUS – NET Miscellaneous expense decreased by $110 million for the year ended December 31, 2023, as compared to 2022.
GOODWILL IMPAIRMENT In 2023, our annual goodwill impairment analysis resulted in an impairment charge of $125 million for goodwill related to our Tooling and Stamping reporting unit. MISCELLANEOUS – NET Miscellaneous expense increased by $88 million for the year ended December 31, 2024, as compared to 2023.
CONSOLIDATED RESULTS COMPARISON OF 2023 TO 2022 REVENUES AND GROSS MARGIN During the year ended December 31, 2023, our consolidated Revenues decreased by $993 million, compared to 2022.
CONSOLIDATED RESULTS COMPARISON OF 2024 TO 2023 REVENUES AND GROSS MARGIN During the year ended December 31, 2024, our consolidated Revenues decreased by $2.8 billion, as compared to 2023.
The decrease was primarily due to the decrease in the average steel product selling price of $189 per net ton, partially offset by the increase of 1.7 million net tons of steel shipments from our Steelmaking segment. During the year ended December 31, 2023, our consolidated gross margin decreased by $1,127 million, as compared to 2022.
The decrease was primarily due to the decrease in the average steel product selling price of $90 per net ton and a decrease of 0.8 million net tons of steel shipments from our Steelmaking segment. During the year ended December 31, 2024, our consolidated gross margin decreased by $1.3 billion, as compared to 2023.
Although our actual returns will likely differ from our estimate on any given year, the returns over the long term are expected to match our assumptions. In 2024, our weighted average expected return on assets for pension and OPEB plans will increase from 7.66% to 7.85% and from 5.87% to 5.94%, respectively.
Although our actual returns will likely differ from our estimate on any given year, the returns over the long term are expected to match our assumptions. In 2025, our weighted average expected return on assets for pension plans will remain at 7.85% while OPEB plans will decrease from 5.95% to 5.89%.
However, since we do not typically hedge 100% of our exposure, abnormal price increases in any of these commodity markets might still negatively affect operating costs.
Our hedging strategy is designed to protect us from excessive pricing volatility. However, since we do not typically hedge 100% of our exposure, abnormal price increases in any of these commodity markets might still negatively affect operating costs.
We determined that our other identified reporting units were not at risk of failing the goodwill impairment test as of December 31, 2023. OTHER LONG-LIVED ASSETS Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable.
No impairment charges were identified in connection with our annual goodwill impairment test with respect to our identified reporting units. OTHER LONG-LIVED ASSETS Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable.
The following table provides a reconciliation of our long-term debt to net debt: (In millions) December 31, 2023 December 31, 2022 Long-term debt $ 3,137 $ 4,249 Less: Cash and cash equivalents 198 26 Net debt $ 2,939 $ 4,223 INFORMATION ABOUT OUR GUARANTORS AND THE ISSUER OF OUR GUARANTEED SECURITIES The accompanying summarized financial information has been prepared and presented pursuant to SEC Regulation S-X, Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered,” and Rule 13-01 "Financial Disclosures about Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralized a Registrant's Securities." Certain of our subsidiaries (the "Guarantor subsidiaries") as of December 31, 2023 have fully and unconditionally, and jointly and severally, guaranteed the obligations under (a) the 5.875% 2027 Senior Notes, the 7.000% 2027 Senior Notes, the 4.625% 2029 Senior Notes, the 6.750% 2030 Senior Notes, and the 4.875% 2031 Senior Notes issued by Cleveland-Cliffs Inc. on a senior unsecured basis and (b) the 6.750% 2026 Senior Secured Notes issued by Cleveland-Cliffs Inc. on a senior secured basis.
The following table provides a reconciliation of our Net cash provided by operating activities to free cash flow: Year Ended December 31, (In millions) 2024 2023 Net cash provided by operating activities $ 105 $ 2,267 Purchase of property, plant and equipment (695) (646) Free cash flow $ (590) $ 1,621 54 | CLF 2024 FORM 10-K Table of Contents INFORMATION ABOUT OUR GUARANTORS AND THE ISSUER OF OUR GUARANTEED SECURITIES The accompanying summarized financial information has been prepared and presented pursuant to SEC Regulation S-X, Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered,” and Rule 13-01 "Financial Disclosures about Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralized a Registrant's Securities." Certain of our subsidiaries (the "Guarantor subsidiaries") as of December 31, 2024 have fully and unconditionally, and jointly and severally, guaranteed the obligations under the 5.875% 2027 Senior Notes, the 7.000% 2027 Senior Notes, the 4.625% 2029 Senior Notes, the 6.875% 2029 Senior Notes, the 6.750% 2030 Senior Notes, the 4.875% 2031 Senior Notes, the 7.000% 2032 Senior Notes and the 7.375% 2033 Senior Notes issued by Cleveland-Cliffs Inc. on a senior unsecured basis.
ASSET RETIREMENT OBLIGATIONS The accrued closure obligation is related to our indefinitely idled and closed iron ore mining operations and provides for contractual and legal obligations associated with the eventual closure of our active operations. We perform an in-depth evaluation of the liability every three years in addition to our routine annual assessments.
ASSET RETIREMENT OBLIGATIONS Asset retirement obligations provide for contractual and legal obligations related to our indefinitely idled and closed operations and also provide for the eventual closure of our active operations. We perform an in-depth evaluation of the liability every three years in addition to our routine annual assessments. In 2023, we employed third-party specialists to assist in the evaluation.
MARKET RISKS We are subject to a variety of risks, including those caused by changes in commodity prices and interest rates.
MARKET RISKS We are subject to a variety of risks, including those caused by changes in commodity prices and interest rates. We have established policies and procedures to manage such risks; however, certain risks are beyond our control.
Interest payable under our ABL Facility is at a variable rate based upon the applicable base rate plus the applicable base rate margin depending on the excess availability. As of December 31, 2023, we had no outstanding borrowings under our ABL Facility. For a discussion of the attendant risk, see Part I - Item 1A. Risk Factors - III.
Interest payable under our ABL Facility is at a variable rate based upon the applicable base rate plus the applicable base rate margin depending on the excess availability. As of December 31, 2024, we had $1.6 billion outstanding borrowings under our ABL Facility.
SUMMARIZED COMBINED FINANCIAL INFORMATION OF THE ISSUER AND GUARANTOR SUBSIDIARIES The following table is summarized combined financial information from the Statements of Condensed Consolidated Financial Position of the obligated group: December 31, (In millions) 2023 Current assets $ 7,150 Non-current assets 10,111 Current liabilities (4,283) Non-current liabilities (5,463) The following table is summarized combined financial information from the Statements of Condensed Consolidated Operations of the obligated group: Year Ended (In millions) December 31, 2023 Revenues $ 21,694 Cost of goods sold (20,263) Income from continuing operations 531 Net income 532 Net income attributable to Cliffs shareholders 532 As of December 31, 2023 and 2022, the obligated group had the following balances with non-Guarantor subsidiaries and other related parties: December 31, (In millions) 2023 Balances with non-Guarantor subsidiaries: Accounts receivable, net $ 743 Accounts payable (1,004) Balances with other related parties: Accounts receivable, net $ 5 Accounts payable (11) Additionally, for the year ended December 31, 2023, the obligated group had Revenues of $110 million and Cost of goods sold of $81 million , in each case with other related parties.
SUMMARIZED COMBINED FINANCIAL INFORMATION OF THE ISSUER AND GUARANTOR SUBSIDIARIES The following table is summarized combined financial information from the Statements of Condensed Consolidated Financial Position of the obligated group: December 31, (In millions) 2024 Current assets $ 6,463 Non-current assets 11,856 Current liabilities (4,121) Non-current liabilities (9,241) 55 | CLF 2024 FORM 10-K Table of Contents The following table is summarized combined financial information from the Statements of Condensed Consolidated Operations of the obligated group: Year Ended (In millions) December 31, 2024 Revenues $ 18,518 Cost of goods sold (18,530) Loss from continuing operations (710) Net loss (707) Net loss attributable to Cliffs shareholders (707) As of December 31, 2024, the obligated group had the following balances with non-Guarantor subsidiaries and other related parties: December 31, (In millions) 2024 Balances with non-Guarantor subsidiaries: Accounts receivable, net $ 755 Accounts payable (1,279) Balances with other related parties: Accounts receivable, net $ 9 Accounts payable (20) Additionally, for the year ended December 31, 2024, the obligated group had Revenues of $81 million and Cost of goods sold of $66 million, in each case with other related parties.
We expect to make $122 million in pension contributions and payments in 2024. The cash requirements for our OPEB plans consist of VEBA contributions and direct payments from corporate assets primarily for medical and drug costs. We expect to make $66 million in OPEB contributions and payments from corporate assets in 2024.
Required contributions are based on minimum funding requirements pursuant to ERISA regulations. We expect to make $69 million in pension contributions and payments in 2025, which is down from $119 million in 2024. The cash requirements for our OPEB plans consist of VEBA contributions and direct payments from corporate assets primarily for medical and drug costs.
Since 2021, the price for busheling scrap, a necessary input for flat-rolled steel production in EAFs in the U.S., has continued to average well above the prior annual ten-year average of approximately $390 per long ton. The busheling price averaged $488 per long ton during 2023.
As a leading supplier of automotive-grade steel in the U.S., we expect to benefit from healthy vehicle production over the coming years. Since 2021, the price for busheling scrap, a necessary input for flat-rolled steel production in EAFs in the U.S., has continued to average well above the prior annual ten-year average of approximately $400 per long ton.
We intend to maintain a valuation allowance against these deferred tax assets, unless and until sufficient positive evidence exists to support the realization of such assets. Our losses in Luxembourg in recent periods represent sufficient negative evidence to require a full valuation allowance against the deferred tax assets in that jurisdiction.
During 2023, we recorded a $14 million valuation allowance against a portion of our Canadian deferred tax assets due to losses in recent years. We intend to maintain a valuation allowance against these deferred tax assets, unless and until sufficient positive evidence exists to support the realization of such assets.
The following are sensitivities of potential further changes in these key assumptions on the estimated 2024 pension and OPEB expense and the pension and OPEB obligations as of December 31, 2023: Increase (Decrease) in Expense Increase in Benefit Obligation (In millions) Pension OPEB Pension OPEB Decrease discount rate 0.25% $ (3) $ 1 $ 93 $ 22 Decrease return on assets 1.00% 41 7 N/A N/A Refer to NOTE 9 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS for further information. 56 | CLF 2023 FORM 10-K Table of Contents FORWARD-LOOKING STATEMENTS This report contains statements that constitute "forward-looking statements" within the meaning of the federal securities laws.
The following are sensitivities of potential further changes in these key assumptions on the estimated 2025 pension and OPEB expense and the pension and OPEB obligations as of December 31, 2024: Increase (Decrease) in Expense Increase in Benefit Obligation (In millions) Pension OPEB Pension OPEB Decrease discount rate 0.25% $ 2 $ 1 $ 80 $ 23 Decrease return on assets 1.00% 40 7 N/A N/A Refer to NOTE 9 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS for further information.
MATERIAL CASH REQUIREMENTS We have material cash requirements for known contractual obligations and commitments for the following: CAPITAL EXPENDITURES We anticipate total cash used for capital expenditures during the next 12 months to be between $675 and $725 million, which primarily consists of sustaining capital spend.
MATERIAL CASH REQUIREMENTS We have material cash requirements for known contractual obligations and commitments for the following: CAPITAL EXPENDITURES We anticipate total cash used for capital expenditures during the next 12 months to be approximately $700 million, which primarily consists of sustaining capital spend of approximately $600 million, including Stelco, as well as initial spend on our capital projects at Middletown Works, Butler Works and Weirton.
This measure is used by management, investors, lenders and other external users of our financial statements to assess our operating performance and to compare operating performance to other companies in the steel industry.
ADJUSTED EBITDA We evaluate performance on an operating segment basis, as well as a consolidated basis, based on Adjusted EBITDA, which is a non-GAAP measure. This measure is used by management, investors, lenders and other external users of our financial statements to assess our operating performance and to compare operating performance to other companies in the steel industry.
NON-GAAP FINANCIAL MEASURES The following provides a description and reconciliation of each of our non-GAAP financial measures to its most directly comparable respective GAAP measure. The presentation of these measures is not intended to be considered in isolation from, as a substitute for, or as superior to, the financial information prepared and presented in accordance with GAAP.
The presentation of these measures is not intended to be considered in isolation from, as a substitute for, or as superior to, the financial information prepared and presented in accordance with GAAP. The presentation of these measures may be different from non-GAAP financial measures used by other companies.
SHARE REPURCHASE PROGRAM On February 10, 2022, our Board of Directors authorized a program to repurchase outstanding common shares in the open market or in privately negotiated transactions, which may include purchases pursuant to Rule 10b5-1 plans or accelerated share repurchases, up to a maximum of $1 billion.
ENVIRONMENTAL AND ASSET RETIREMENT OBLIGATIONS Refer to NOTE 13 - ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS for further information on our environmental and asset retirement obligations. 52 | CLF 2024 FORM 10-K Table of Contents SHARE REPURCHASE PROGRAM On April 22, 2024, our Board of Directors authorized a program to repurchase our outstanding common shares in the open market or in privately negotiated transactions, which may include purchases pursuant to Rule 10b5-1 plans or accelerated share repurchases, up to a maximum of $1.5 billion.
CASH FLOWS OPERATING ACTIVITIES Year Ended December 31, (In millions) 2023 2022 Variance Net income $ 450 $ 1,376 $ (926) Non-cash adjustments to net income 1,125 1,218 (93) Income taxes 122 (22) 144 Pension and OPEB payments and contributions (94) (204) 110 Working capital (receivables, inventories, payables and other liabilities) 664 55 609 Net cash provided by operating activities $ 2,267 $ 2,423 $ (156) The variance was driven by: • A $1,019 million decrease in net income after adjustments for non-cash items due to lower gross margins resulting from a decrease in selling prices for our steel products, which was partially offset by an increase in sales volumes and a decrease in costs of production.
CASH FLOWS OPERATING ACTIVITIES Year Ended December 31, (In millions) 2024 2023 Variance Net income (loss) $ (708) $ 450 $ (1,158) Non-cash adjustments to net income (loss) 1,030 1,125 (95) Income taxes (17) 122 (139) Pension and OPEB payments and contributions (195) (94) (101) Working capital (receivables, inventories, payables and other liabilities) (5) 664 (669) Net cash provided by operating activities $ 105 $ 2,267 $ (2,162) The variance was driven by: • A $1.3 billion decrease in net income after adjustments for non-cash items due to lower gross margins resulting from a decrease in selling prices and sales volumes for our steel products.
See "— Steelmaking Results" above for further detail on our operating results. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses increased by $112 million during the year ended December 31, 2023, as compared to 2022. The increase primarily relates to employment-related costs, including higher incentive compensation, and external service costs.
See "— Steelmaking Results" above for further detail on our operating results. 48 | CLF 2024 FORM 10-K Table of Contents SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses decreased by $91 million during the year ended December 31, 2024, as compared to 2023. The decrease primarily relates to employment-related costs due to lower incentive compensation.
As of December 31, 2023, there was $608 million remaining under the authorization. We are not obligated to make any purchases and the program may be suspended or discontinued at any time.
We are not obligated to make any repurchases, and the program may be suspended or discontinued at any time. The share repurchase program does not have a specific expiration date. As of December 31, 2024, there was $1.4 billion remaining authorization under the share repurchase program.
Additionally, the average age of light vehicles on the road in the U.S. reached an all-time high during 2023, surpassing the previous record set in 2022, which should support demand as older vehicles need to be replaced. As a leading supplier of automotive-grade steel in the U.S., we expect to benefit from increased vehicle production over the coming years.
Additionally, the average age of light vehicles on the road in the U.S. is at an all-time high of 12.6 years, surpassing the previous record set in 2023, which should support demand as older vehicles need to be replaced.
The decrease in miscellaneous expense for the year ended December 31, 2023, was primarily related to the $63 million gain on sale of business, along with lower idle expenses as compared to the prior year. Additionally, in 2022, we had a $29 million asset impairment, which was not repeated in 2023.
The increase in miscellaneous expense for the year ended December 31, 2024 was primarily related to a $63 million gain on sale of business in 2023, which was not repeated in 2024.
As of December 31, 2023, the current and long-term liabilities for our lease obligations were $90 million and $363 million, respectively. Refer to NOTE 12 - LEASE OBLIGATIONS for further information. POST-RETIREMENT EMPLOYEE BENEFITS We make both required and discretionary pension contributions. Required contributions are based on minimum funding requirements pursuant to ERISA regulations.
LEASE OBLIGATIONS We have future minimum lease payments under noncancellable finance and operating leases. As of December 31, 2024, the current and non-current liabilities for our lease obligations were $113 million and $594 million, respectively. Refer to NOTE 12 - LEASE OBLIGATIONS for further information. POST-RETIREMENT EMPLOYEE BENEFITS We make both required and discretionary pension contributions.
The following table provides a reconciliation of our Net income to Adjusted EBITDA: Year Ended December 31, (In millions) 2023 2022 2021 Net income $ 450 $ 1,376 $ 3,033 Less: Interest expense, net (289) (276) (337) Income tax expense (148) (423) (773) Depreciation, depletion and amortization (973) (1,034) (897) Total EBITDA $ 1,860 $ 3,109 $ 5,040 Less: EBITDA from noncontrolling interests 1 $ 83 $ 74 $ 75 Acquisition-related expenses and adjustments (12) (1) (197) Goodwill impairment (125) — — Non-cash gain on sale of business 28 — — Loss on extinguishment of debt — (75) (88) Asset impairment — (29) — Other, net (25) (29) (27) Total Adjusted EBITDA $ 1,911 $ 3,169 $ 5,277 1 EBITDA of noncontrolling interests includes the following: Net income attributable to noncontrolling interests $ 51 $ 41 $ 45 Depreciation, depletion and amortization 32 33 30 EBITDA of noncontrolling interests $ 83 $ 74 $ 75 50 | CLF 2023 FORM 10-K Table of Contents The following table provides a summary of our Adjusted EBITDA by segment: Year Ended December 31, (In millions) 2023 2022 Adjusted EBITDA: Steelmaking $ 1,873 $ 3,089 Other Businesses 43 69 Eliminations (5) 11 Total Adjusted EBITDA $ 1,911 $ 3,169 FREE CASH FLOW Free cash flow is a non-GAAP measure defined as operating cash flow less purchase of property, plant and equipment.
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. 53 | CLF 2024 FORM 10-K Table of Contents The following table provides a reconciliation of our Net income (loss) to Adjusted EBITDA: Year Ended December 31, (In millions) 2024 2023 2022 Net income (loss) $ (708) $ 450 $ 1,376 Less: Interest expense, net (370) (289) (276) Income tax benefit (expense) 235 (148) (423) Depreciation, depletion and amortization (951) (973) (1,034) Total EBITDA $ 378 $ 1,860 $ 3,109 Less: EBITDA from noncontrolling interests 1 $ 76 $ 83 $ 74 Weirton indefinite idle (217) — — Arbitration decision (71) — — Acquisition-related costs (44) (12) (1) Changes in fair value of derivatives, net (41) — — Loss on extinguishment of debt (27) — (75) Amortization of inventory step-up (26) — — Loss on currency exchange (20) — — Loss on disposal of assets (16) (15) (22) Goodwill impairment — (125) — Other, net (16) 18 (36) Total Adjusted EBITDA $ 780 $ 1,911 $ 3,169 1 EBITDA of noncontrolling interests includes the following: Net income attributable to noncontrolling interests $ 46 $ 51 $ 41 Depreciation, depletion and amortization 30 32 33 EBITDA of noncontrolling interests $ 76 $ 83 $ 74 The following table provides a summary of our Adjusted EBITDA by segment: Year Ended December 31, (In millions) 2024 2023 Adjusted EBITDA: Steelmaking $ 722 $ 1,873 Other Businesses 53 43 Intersegment Eliminations 5 (5) Total Adjusted EBITDA $ 780 $ 1,911 FREE CASH FLOW Free cash flow is a non-GAAP measure defined as operating cash flow less purchase of property, plant and equipment.
We have the capability to issue additional unsecured notes and, subject to the limitations set forth in our existing senior notes indentures and ABL Facility, additional secured notes, if we elect to access the debt capital markets. However, our ability to issue additional notes could be limited by market conditions.
We have the capability to issue additional unsecured notes and, subject to the limitations set forth in our existing senior notes indentures and ABL Facility, additional secured debt, if we elect to access the debt capital markets. On February 6, 2025, we issued $850 million aggregate principal amount of 7.500% Senior Notes due 2031 at par.
Additionally, as of December 31, 2023, we had $56 million of outstanding letters of credit issued under our ABL Facility, which reduced our availability thereunder. Refer to NOTE 20 - COMMITMENTS AND CONTINGENCIES for further information on our unconditional purchase obligations, surety bonds and surety-backed letters of credit.
As of December 31, 2024, we had $271 million of outstanding surety bonds and surety-backed letters of credit. The use of surety bonds and surety-backed letters of credit has no impact on our liquidity. Additionally, as of December 31, 2024, we had $62 million of outstanding letters of credit issued under our ABL Facility, which reduced our availability thereunder.
During 2023, light vehicle sales in the U.S. saw an average seasonally adjusted annualized rate of 15.5 million units sold, representing a 13% increase compared to 2022. North American light vehicle production in 2024 is estimated to exceed 2023 units, indicating continued strength from the automotive industry.
During 2024, light vehicle sales in the U.S. saw an average seasonally adjusted annualized rate of 15.8 million units sold, representing a 2% increase compared to 2023. December 2024 seasonally adjusted annualized rate was 16.8 million units sold, the highest published rate since 2021, indicating healthy consumer demand.
There is a risk, however, that the variable-price mechanisms in the sales contracts may not necessarily change in tandem with the variable-price mechanisms in our purchase agreements, negatively affecting our results of operations and cash flows.
There is a risk, however, that the variable-price mechanisms in the sales contracts may not necessarily change in tandem with the variable-price mechanisms in our purchase agreements, negatively affecting our results of operations and cash flows. 56 | CLF 2024 FORM 10-K Table of Contents Our strategy to address volatile natural gas rates and electricity rates includes improving efficiency in energy usage, identifying alternative providers and utilizing the lowest cost alternative fuels.
We perform an in-depth evaluation of our mineral reserve estimates by mine on a periodic basis, in addition to routine annual assessments.
IRON ORE MINERAL RESERVES We regularly evaluate, and engage QPs to review and validate, our mineral reserves and update them as required in accordance with Subpart 1300 of Regulation S-K. We perform an in-depth evaluation of our mineral reserve estimates by mine on a periodic basis, in addition to routine annual assessments.
Our strategy to address volatile natural gas rates and electricity rates includes improving efficiency in energy usage, identifying alternative providers and utilizing the lowest cost alternative fuels. If we are unable to align fixed and variable components between customer contracts and supplier purchase agreements, we routinely evaluate the use of derivative instruments to hedge market risk.
If we are unable to align fixed and variable components between customer contracts and supplier purchase agreements, we routinely evaluate the use of derivative instruments to hedge market risk. As a result, we use cash-settled commodity price swaps to hedge a portion of our exposure from our natural gas and electricity requirements.
We are subject to income taxes in the U.S. and various foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense. Deferred income taxes arise from temporary differences between tax and financial statement recognition of revenue and expense.
INCOME TAXES Our income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management's best assessment of estimated future taxes to be paid. We are subject to income taxes in the U.S. and various foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense.
INVESTING ACTIVITIES Year Ended December 31, (In millions) 2023 2022 Variance Purchase of property, plant and equipment $ (646) $ (943) $ 297 Acquisitions, net of cash acquired — (31) 31 Other 55 38 17 Net cash used by investing activities $ (591) $ (936) $ 345 The variance was driven by: • A $297 million decrease in cash used for capital expenditures.
INVESTING ACTIVITIES Year Ended December 31, (In millions) 2024 2023 Variance Purchase of property, plant and equipment $ (695) $ (646) $ (49) Acquisitions, net of cash acquired (2,512) — (2,512) Other (5) 55 (60) Net cash used by investing activities $ (3,212) $ (591) $ (2,621) The variance was driven by: • A $2.5 billion increase in cash used for acquisitions, net of cash acquired related to the Stelco Acquisition, which was completed on November 1, 2024.
The share repurchase program does not have a specific expiration date. 49 | CLF 2023 FORM 10-K Table of Contents OFF-BALANCE SHEET ARRANGEMENTS In the normal course of business, we are a party to certain off-balance sheet arrangements that are not reflected on our Statements of Consolidated Financial Position.
OFF-BALANCE SHEET ARRANGEMENTS In the normal course of business, we are a party to certain off-balance sheet arrangements that are not reflected on our Statements of Consolidated Financial Position. These arrangements include unconditional purchase obligations, surety bonds and letters of credit.
FINANCING ACTIVITIES Year Ended December 31, (In millions) 2023 2022 Variance Net borrowings (repayments) of debt $ 750 $ (1,358) $ 2,108 Net borrowings (repayments) under credit facilities (1,864) 255 (2,119) Repurchase of common shares (152) (240) 88 Other (238) (166) (72) Net cash used by financing activities $ (1,504) $ (1,509) $ 5 48 | CLF 2023 FORM 10-K Table of Contents LIQUIDITY AND CAPITAL RESOURCES Our primary sources of liquidity are Cash and cash equivalents, cash generated from our operations, availability under the ABL Facility and access to capital markets.
This variance was partially offset by a $581 million increase in cash used to repurchase common shares during the year ended December 31, 2024. 51 | CLF 2024 FORM 10-K Table of Contents LIQUIDITY AND CAPITAL RESOURCES Our primary sources of liquidity are Cash and cash equivalents, cash generated from our operations, availability under the ABL Facility and access to capital markets.
FINANCIAL SUMMARY The following is a summary of our consolidated results for the years ended December 31, 2023, 2022 and 2021 (in millions, except for diluted EPS): Total Revenue Net Income Adjusted EBITDA Diluted EPS See "— Non-GAAP Financial Measures" below for a reconciliation of our Net income to Adjusted EBITDA.
Additionally, we have continued forming partnerships to develop renewable and clean energy sources – such as wind, solar and hydrogen – which will benefit our own environmental footprint while combating the global impacts of climate change. 45 | CLF 2024 FORM 10-K Table of Contents FINANCIAL SUMMARY The following is a summary of our consolidated results for the years ended December 31, 2024, 2023 and 2022 (in millions, except for diluted EPS): Total Revenue Net Income Adjusted EBITDA Diluted EPS See "— Non-GAAP Financial Measures" below for a reconciliation of our Net income (loss) to Adjusted EBITDA.
The Inflation Reduction Act also provides incentives for the use of domestic steel for investments in clean energy projects, including wind and solar projects, which consume a substantial amount of steel. We expect to benefit from the spending related to this legislation for years to come.
The CHIPS Act promotes semiconductor manufacturing in the U.S., which should help support non-residential construction as well as machinery and equipment. The Inflation Reduction Act provides incentives for the use of domestic steel for investments in clean energy projects, including wind and solar projects, which consume a substantial amount of steel.
As for iron ore, the Platts 62% price averaged $120 per metric ton in 2023, which is 24% higher than the prior annual ten-year average. While higher iron ore prices play a role in increased steel prices, we also directly benefit from higher iron ore prices for the portion of iron ore pellets we sell to third parties.
As for iron ore, the Platts 62% price averaged $109 per metric ton in 2024, which is 15% higher than the prior annual ten-year average.
We have also continued our partnership with the DOE as part of the Better Climate Challenge initiative, which was established in December 2021. We continue to pursue opportunities such as carbon capture and the use of hydrogen within our facilities.
We continue to evaluate opportunities such as carbon capture and the use of hydrogen within our facilities.
Expected future expenditures are discounted to present value unless the amount and timing of the cash disbursements cannot be reasonably estimated. INCOME TAXES Our income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management's best assessment of estimated future taxes to be paid.
Expected future expenditures are discounted to present value unless the amount and timing of the cash disbursements cannot be reasonably estimated. Refer to NOTE 13 - ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS, for further information.
It also is affected by discrete items that may occur in any given period but are not consistent from period to period.
Refer to NOTE 14 - FAIR VALUE OF FINANCIAL INSTRUMENTS and NOTE 15 - DERIVATIVE INSTRUMENTS AND HEDGING for further information. INCOME TAXES Our effective tax rate is impacted by state income taxes and permanent items, primarily depletion. It also is affected by discrete items that may occur in any given period but are not consistent from period to period.
DEBT We have principal long-term debt of $3,192 million with maturities starting in 2026. Refer to NOTE 8 - DEBT AND CREDIT FACILITIES for further information on our long-term debt and interest. LEASE OBLIGATIONS We have future minimum lease payments under noncancellable finance and operating leases.
Each of these three capital projects are expected to be value-adding growth projects that have governmental support. DEBT We have principal long-term debt of $7.1 billion with maturities starting in 2027. Refer to NOTE 8 - DEBT AND CREDIT FACILITIES for further information on our long-term debt and interest.
At December 31, 2023 and 2022, the valuation allowance on our U.S. deferred tax assets was $40 million and $48 million, respectively, and the valuation allowance on our foreign deferred tax assets was $356 million and $342 million, respectively. 55 | CLF 2023 FORM 10-K Table of Contents During 2023, we recorded a $14 million valuation allowance against a portion of our Canadian deferred tax assets due to losses in recent years.
At December 31, 2024 and 2023, the valuation allowance on our U.S. deferred tax assets was $39 million and $40 million, respectively, and the valuation allowance on our foreign deferred tax assets was $349 million and $356 million, respectively.
Our extensive portfolio of products should result in increased steel demand from some of our end markets. The Infrastructure and Jobs Act was signed into law in November 2021 and includes approximately $550 billion of authorized spending for new investments and programs.
The Infrastructure and Jobs Act, the CHIPS Act and the Inflation Reduction Act should provide meaningful support for overall domestic steel demand for years to come. Our extensive portfolio of products should result in increased steel demand from most of our end markets.
OTHER KEY DRIVERS The largest market for our steel products is the automotive industry in North America, which makes light vehicle production a key driver of demand. During 2023, North American light vehicle production was approximately 15.6 million units, up from 14.3 million units in 2022, and the highest level since 2019.
Additionally, the on-shoring of manufacturing in the U.S. should prompt more domestic steel demand as well as reduce the risk of supply chain issues in the future. OTHER KEY DRIVERS The largest market for our steel products is the automotive industry in North America, which makes light vehicle production a key driver of demand.
During 2023, we issued $750 million in aggregate principal amount of our 6.750% 2030 Senior Notes. We used the net proceeds from the offering to repay a portion of the borrowings under our ABL Facility, increasing our liquidity. Additionally, during 2023, we entered into the Fourth ABL Amendment to our ABL Facility, increasing the commitments thereunder by $250 million.
We used a portion of the net proceeds from the initial offering of the 7.000% 2032 Senior Notes and available liquidity to repurchase $829 million in aggregate principal amount of our 6.750% 2026 Secured Senior Notes pursuant to a tender offer and subsequent redemption.
Management believes that the following critical accounting estimates and judgments have a significant impact on our financial statements. VALUATION OF GOODWILL AND OTHER LONG-LIVED ASSETS The valuation of goodwill and other long-lived assets includes various assumptions and are considered critical accounting estimates.
Management believes that the following critical accounting estimates and judgments have a significant impact on our financial statements. BUSINESS COMBINATIONS Assets acquired and liabilities assumed in a business combination are recognized and measured based on their estimated fair values at the acquisition date, while the acquisition-related costs are expensed as incurred.