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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cleveland-Cliffs Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 3, 2025 |
a20250903-8xkxex991 CLEVELAND-CLIFFS INC. • 200 PUBLIC SQUARE • SUITE 3300 • CLEVELAND, OH 44114-2544 NEWS RELEASE Cleveland-Cliffs Inc. Announces Proposed Offering of $600 Million of Senior Unsecured Guaranteed Notes CLEVELAND – September 3, 2025 – Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs”) announced today that it intends to offer to sell, subject to market and other conditions, $600 million ag |
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| September 3, 2025 |
a20250903-8xkxex992 CLEVELAND-CLIFFS INC. • 200 PUBLIC SQUARE • SUITE 3300 • CLEVELAND, OH 44114-2544 NEWS RELEASE Cleveland-Cliffs Announces Upsizing and Pricing of $850 Million of Senior Unsecured Notes due 2034 CLEVELAND – September 3, 2025 – Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs”) announced today that it has upsized and priced $850 million aggregate principal amount of Senior Unsecured Gu |
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| September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 3, 2025 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (C |
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| July 23, 2025 |
Exhibit 95 Mine Safety Disclosures The operation of our mines is subject to regulation by Mine Safety and Health Administration of the U. |
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| July 23, 2025 |
EXHIBIT 22 The following entities are included in the obligated group as of June 30, 2025, as defined in the Quarterly Report on Form 10-Q of Cleveland Cliffs Inc. |
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| July 23, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-8944 CLEV |
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| July 21, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2025 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Commi |
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| July 21, 2025 |
Cleveland-Cliffs Reports Second-Quarter 2025 Results NEWS RELEASE Cleveland-Cliffs Reports Second-Quarter 2025 Results CLEVELAND—July 21, 2025—Cleveland-Cliffs Inc. |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Commission File No. 1-8944 Ohio 34-1464672 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 200 Public Square, Suite 3300, Cleveland, Ohio 44114-2315 (Address of |
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| May 30, 2025 |
EXHIBIT 1.01 Cleveland-Cliffs Inc. Conflict Minerals Report For the reporting period from January 1, 2024 to December 31, 2024 This Conflict Minerals Report (this “Report”) of Cleveland-Cliffs Inc., on behalf of itself and its consolidated subsidiaries (collectively, the “Company,” “we,” “us” or “our”) has been prepared pursuant to Rule 13p-1 and Form SD promulgated under the Securities Exchange A |
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| May 21, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Commis |
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| May 8, 2025 |
EXHIBIT 10.2 CLEVELAND-CLIFFS INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN PERFORMANCE SHARE AWARD MEMORANDUM (TSR) Employee: PARTICIPANT NAME Date of Grant: XXXXX Number of Shares Subject to Award: SHARES GRANTED Performance Metric: Relative Total Shareholder Return Incentive Period: XXXXX – XXXXX Additional terms and conditions of your award are included in the Performance Share Award Agreem |
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| May 8, 2025 |
Exhibit 10.1 CLEVELAND-CLIFFS INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD MEMORANDUM Employee: PARTICIPANT NAME Date of Grant: XXXXX Grant Price: $XXXX Number of Restricted Stock Units (Common Shares) Subject to Award: SHARES GRANTED Vesting Date: XXXXX Additional terms and conditions of your award are included in the Restricted Stock Unit Award Agreement. As a con |
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| May 8, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-8944 CLE |
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| May 8, 2025 |
Exhibit 95 Mine Safety Disclosures The operation of our mines is subject to regulation by Mine Safety and Health Administration of the U. |
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| May 8, 2025 |
EXHIBIT 4.1 CLEVELAND-CLIFFS INC., THE GUARANTORS PARTY HERETO AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE 7.500% Senior Guaranteed Notes due 2031 INDENTURE Dated as of February 6, 2025 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitions 11 Section 1.03. Trust Indenture Act 12 Section 1.04. Rules of Construction 12 ARTICLE 2 TH |
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| May 8, 2025 |
EXHIBIT 10.3 CLEVELAND-CLIFFS INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN CASH INCENTIVE AWARD MEMORANDUM (TSR) Employee: PARTICIPANT NAME Date of Grant: XXXX Target Amount of Cash Subject to Award: $ Cash Granted Performance Metric: Relative Total Shareholder Return Incentive Period: XXXX – XXXX Additional terms and conditions of your award are included in the Cash Incentive Award Agreement. |
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| May 8, 2025 |
EXHIBIT 22 The following entities are included in the obligated group as of March 31, 2025, as defined in the Quarterly Report on Form 10-Q of Cleveland Cliffs Inc. |
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| May 7, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2025 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Commiss |
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| May 7, 2025 |
Cleveland-Cliffs Reports First-Quarter 2025 Results NEWS RELEASE Cleveland-Cliffs Reports First-Quarter 2025 Results CLEVELAND—May 7, 2025—Cleveland-Cliffs Inc. |
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| April 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| April 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| February 25, 2025 |
EXHIBIT 19 CLEVELAND-CLIFFS INC. AND ASSOCIATED COMPANIES INSIDER TRADING AND MATERIAL INSIDE INFORMATION POLICY Effective Date: October 25, 2023 1.UNITS AFFECTED 1.1.Cleveland-Cliffs Inc. and its consolidated subsidiaries and associated companies, including controlled partnerships and/or joint ventures (collectively, the “Company”). 2.PURPOSE AND SCOPE 2.1.Purpose 2.1.1.The purpose of this Inside |
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| February 25, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-8944 CLEVELAND- |
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| February 25, 2025 |
EXHIBIT 21 CLEVELAND-CLIFFS INC. SUBSIDIARIES AS OF DECEMBER 31, 2024 Name Place of Incorporation or Organization Cannon Automotive Solutions - Bowling Green, Inc. Delaware Cleveland-Cliffs Burns Harbor LLC Delaware Cleveland-Cliffs Cleveland Works LLC Delaware Cleveland-Cliffs Columbus LLC Delaware Cleveland-Cliffs FPT Services Company Ohio Cleveland-Cliffs Investments Inc. Ohio Cleveland-Cliffs |
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| February 25, 2025 |
EXHIBIT 24 POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned Directors and officers of Cleveland-Cliffs Inc. |
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| February 25, 2025 |
EXHIBIT 22 The following entities are included in the obligated group as of December 31, 2024, as defined in the Annual Report on Form 10-K of Cleveland Cliffs Inc. |
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| February 25, 2025 |
EXHIBIT 95 MINE SAFETY DISCLOSURES The operation of our mines is subject to regulation by MSHA under the FMSH Act. |
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| February 24, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2025 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (C |
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| February 24, 2025 |
Cleveland-Cliffs Reports Full-Year and Fourth-Quarter 2024 Results EXHIBIT 99.1 NEWS RELEASE Cleveland-Cliffs Reports Full-Year and Fourth-Quarter 2024 Results CLEVELAND—February 24, 2025—Cleveland-Cliffs Inc. (NYSE: CLF) today reported full-year and fourth-quarter results for the period ended December 31, 2024. Full-Year Consolidated Results Full-year 2024 consolidated revenues were $19.2 billion, compared to the prior year's consolidated revenues of $22.0 billi |
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| February 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 6, 2025 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Co |
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| February 3, 2025 |
NEWS RELEASE Cleveland-Cliffs Inc. Announces Proposed Offering of $750 Million of Senior Unsecured Guaranteed Notes CLEVELAND – February 3, 2025 – Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs”) announced today that it intends to offer to sell, subject to market and other conditions, $750 million aggregate principal amount of Senior Guaranteed Notes due 2031 (the “Notes”) in an offering that is exemp |
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| February 3, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2025 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Co |
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| February 3, 2025 |
a20250203-8xkxex993 NEWS RELEASE Cleveland-Cliffs Inc. Announces Upsizing and Pricing of $850 Million of Senior Unsecured Guaranteed Notes due 2031 CLEVELAND – February 3, 2025 – Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs”) announced today that it has upsized and priced $850 million aggregate principal amount of Senior Guaranteed Notes due 2031 (the “Notes”) in an offering that is exempt from the |
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| February 3, 2025 |
CLEVELAND-CLIFFS INC. • 200 PUBLIC SQUARE • SUITE 3300 • CLEVELAND, OH 44114-2544 NEWS RELEASE Cleveland-Cliffs Provides Preliminary Fourth-Quarter and Full-Year 2024 Results CLEVELAND – February 3, 2025 – Cleveland-Cliffs Inc. (NYSE: CLF) today announced its preliminary fourth-quarter and full-year 2024 financial results for the period ended December 31, 2024. The Company completed its acquisitio |
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| January 17, 2025 |
EXHIBIT 99.1 Consolidated Financial Statements Stelco Holdings Inc. December 31, 2023 and 2022 INDEPENDENT AUDITOR'S REPORT To the management of Stelco Inc. Opinion We have audited the consolidated financial statements of Stelco Holdings Inc., which comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income, ch |
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| January 17, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EXHIBIT 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial statements and related notes present the historical consolidated financial statements of Cleveland-Cliffs Inc. ("Cliffs") and Stelco Holdings Inc. ("Stelco") as if the completion of the Arrangement (as defined below) had occurred on the dates specifi |
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| January 17, 2025 |
EXHIBIT 99.2 Unaudited Interim Condensed Consolidated Financial Statements Stelco Holdings Inc. Three and nine months ended September 30, 2024 and 2023 STELCO HOLDINGS INC. UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (In millions of Canadian dollars) As at Note September 30, 2024 December 31, 2023 Assets Current assets Cash $467 $645 Restricted cash 9 10 Trade and other receivables 3 1 |
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| January 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation |
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| January 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 3, 2025 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Com |
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| November 5, 2024 |
FIFTH AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT EXHIBIT 10.2 EXECUTION VERSION FIFTH AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT FIFTH AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT, dated as of July 31, 2024 (this “Amendment”), by and among CLEVELAND-CLIFFS INC., an Ohio corporation, as Parent and a Borrower (“Parent”), the Lenders (as defined below) party hereto, and Bank of America, N.A., as administrative agent (in such capacit |
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| November 5, 2024 |
FIRST SUPPLEMENTAL INDENTURE 7.000% SENIOR GUARANTEED NOTES DUE 2032 EXHIBIT 4.1 FIRST SUPPLEMENTAL INDENTURE 7.000% SENIOR GUARANTEED NOTES DUE 2032 FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 16, 2024, among CLEVELAND-CLIFFS INC., an Ohio corporation (the “Company”), THE GUARANTORS listed on the signature pages hereto (the “Guarantors”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”). W I T N E S |
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| November 5, 2024 |
SIXTH AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT EXHIBIT 10.3 EXECUTION VERSION SIXTH AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT SIXTH AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT, dated as of September 13, 2024 (this “Amendment”), by and among CLEVELAND-CLIFFS INC., an Ohio corporation, as Parent and a Borrower (“Parent”), the Lenders (as defined below) party hereto (constituting all of the Lenders under the Existing Credit Agre |
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| November 5, 2024 |
EXHIBIT 10.1 CLEVELAND-CLIFFS INC. 2012 NON-QUALIFIED DEFERRED COMPENSATION PLAN (AMENDED AND RESTATED EFFECTIVE AS OF JULY 24, 2024) This Cleveland-Cliffs Inc. 2012 Non-Qualified Deferred Compensation Plan was originally adopted as of the Effective Date (as defined hereunder) to provide certain supplemental non-qualified deferred compensation deferral opportunities and benefits for Participants ( |
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| November 5, 2024 |
Exhibit 95 Mine Safety Disclosures The operation of our mines is subject to regulation by MSHA under the FMSH Act. |
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| November 5, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-8944 |
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| November 5, 2024 |
EXHIBIT 22 The following entities are included in the obligated group as of September 30, 2024, as defined in the Quarterly Report on Form 10-Q of Cleveland-Cliffs Inc. |
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| November 5, 2024 |
EXHIBIT 4.2 CLEVELAND-CLIFFS INC., THE GUARANTORS PARTY HERETO AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE 6.875% Senior Guaranteed Notes due 2029 7.375% Senior Guaranteed Notes due 2033 INDENTURE Dated as of October 22, 2024 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitions 11 Section 1.03. Trust Indenture Act 13 Section 1.0 |
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| November 4, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Co |
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| November 4, 2024 |
Cleveland-Cliffs Reports Third-Quarter 2024 Results NEWS RELEASE Cleveland-Cliffs Reports Third-Quarter 2024 Results CLEVELAND—November 4, 2024—Cleveland-Cliffs Inc. |
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| November 1, 2024 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Co |
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| October 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 22, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Co |
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| October 8, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 8, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Com |
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| October 8, 2024 |
© 2024 Cleveland-Cliffs Inc. All Rights Reserved. CLEVELAND-CLIFFS INC. Investor Presentation October 8, 2024 © 2024 Cleveland-Cliffs Inc. All Rights Reserved.2 This presentation has been prepared by Cleveland-Cliffs Inc. (the “Company,” “Cliffs,” “Cleveland-Cliffs,” “we,” or “us”) for the exclusive use of the party to whom the Company delivers this presentation. This presentation is the property |
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| October 8, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 8, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Com |
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| October 8, 2024 |
NEWS RELEASE Cleveland-Cliffs Inc. Announces Upsizing and Pricing of Senior Unsecured Guaranteed Notes CLEVELAND – October 8, 2024 – Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs”) announced today that it has upsized and priced $900 million aggregate principal amount of Senior Guaranteed Notes due 2029 (the “2029 Notes”) and $900 million aggregate principal amount of Senior Guaranteed Notes due 2033 |
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| October 8, 2024 |
NEWS RELEASE Cleveland-Cliffs Inc. Announces Proposed Offering of Senior Unsecured Guaranteed Notes CLEVELAND – October 8, 2024 – Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs”) announced today that it intends to offer to sell, subject to market and other conditions, $800 million aggregate principal amount of Senior Guaranteed Notes due 2029 (the “2029 Notes”) and $800 million aggregate principal amo |
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| September 20, 2024 |
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| September 20, 2024 |
EXHIBIT 2.01 Resource Extraction Payment Report Resource Extraction Issuer: Cleveland-Cliffs Inc. Reporting Year: Fiscal Year ended December 31, 2023 Currency of the report: USD Date submitted: September 20, 2024 Payments by Payee Figures in thousands Country Payee Taxes1 Royalties Fees Production entitlements Bonuses Dividends Payments for infrastructure improvements Community and social responsi |
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| September 20, 2024 |
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT US Federal Government [Member] West Virginia Coal [Member] UNITED STATES Steelmaking [Member] Coal [Member] |
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| September 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Commission File No. 1-8944 Ohio 34-1464672 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 200 Public Square, Suite 3300, Cleveland, Ohio 44114-2315 (Address of |
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| September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) ( |
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| August 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 16, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Com |
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| August 13, 2024 |
CLEVELAND-CLIFFS INC. • 200 PUBLIC SQUARE • SUITE 3300 • CLEVELAND, OH 44114-2544 NEWS RELEASE Cleveland-Cliffs Inc. Announces Proposed Offering of an Additional $500 Million Senior Guaranteed Notes due 2032 CLEVELAND – August 13, 2024 – Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs”) announced today that it intends to offer to sell, subject to market and other conditions, an additional $500 million |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Com |
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| August 13, 2024 |
CLEVELAND-CLIFFS INC. • 200 PUBLIC SQUARE • SUITE 3300 • CLEVELAND, OH 44114-2544 NEWS RELEASE Cleveland-Cliffs Inc. Announces Upsizing and Pricing of an Additional $600 Million Senior Guaranteed Notes due 2032 CLEVELAND – August 13, 2024 – Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs”) announced today that it has upsized and priced an additional $600 million aggregate principal amount of Senior Gua |
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| July 24, 2024 |
Exhibit 95 Mine Safety Disclosures The operation of our mines located in the United States is subject to regulation by MSHA under the FMSH Act. |
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| July 24, 2024 |
EXHIBIT 2.1 ARRANGEMENT AGREEMENT BY AND BETWEEN STELCO HOLDINGS INC. 13421422 CANADA INC. AND CLEVELAND-CLIFFS INC. JULY 14, 2024 TABLE OF CONTENTS Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Other Definitional and Interpretative Provisions 11 Article II THE ARRANGEMENT 12 Section 2.1 Arrangement 12 Section 2.2 Implementation Steps by the Company 12 Section 2.3 Interim Order 12 |
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| July 24, 2024 |
EXHIBIT 22 The following entities are included in the obligated group as of June 30, 2024, as defined in the Quarterly Report on Form 10-Q of Cleveland-Cliffs Inc. |
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| July 24, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-8944 CLEV |
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| July 22, 2024 |
Cleveland-Cliffs Reports Second-Quarter 2024 Results NEWS RELEASE Cleveland-Cliffs Reports Second-Quarter 2024 Results CLEVELAND—July 22, 2024—Cleveland-Cliffs Inc. |
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| July 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Commi |
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| July 15, 2024 |
a20240714-8xkxex991 CLEVELAND-CLIFFS INC. • 200 PUBLIC SQUARE • SUITE 3300 • CLEVELAND, OH 44114-2544 NEWS RELEASE Cleveland-Cliffs Announces the Acquisition of Stelco CLEVELAND – July 15, 2024 — Cleveland-Cliffs Inc. (NYSE:CLF) (“Cliffs” or “the Company”) is pleased to announce that it has entered into a definitive agreement to acquire Stelco Holdings Inc. (TSX:STLC) (“Stelco”). The acquisition c |
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| July 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Commi |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Commi |
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| May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Commission File No. 1-8944 Ohio 34-1464672 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 200 Public Square, Suite 3300, Cleveland, Ohio 44114-2315 (Address of |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 16, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Commis |
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| May 3, 2024 |
Mine Safety - Reporting of Shutdowns and Patterns of Violations UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Commiss |
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| April 25, 2024 |
Exhibit 10.1 CLEVELAND-CLIFFS INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD MEMORANDUM Employee: PARTICIPANT NAME Date of Grant: XXXXX Grant Price: $XXXX Number of Restricted Stock Units (Common Shares) Subject to Award: SHARES GRANTED Vesting Date: XXXXX Additional terms and conditions of your award are included in the Restricted Stock Unit Award Agreement. As a con |
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| April 25, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-8944 CLE |
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| April 25, 2024 |
EXHIBIT 22 The following entities are included in the obligated group as of March 31, 2024, as defined in the Quarterly Report on Form 10-Q of Cleveland-Cliffs Inc. |
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| April 25, 2024 |
EXHIBIT 4.1 CLEVELAND-CLIFFS INC., THE GUARANTORS PARTY HERETO AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE 7.000% Senior Guaranteed Notes due 2032 INDENTURE Dated as of March 18, 2024 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitions 13 Section 1.03. Trust Indenture Act 13 Section 1.04. Rules of Construction 14 ARTICLE 2 THE |
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| April 25, 2024 |
EXHIBIT 10.2 CLEVELAND-CLIFFS INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN PERFORMANCE SHARE AWARD MEMORANDUM (TSR) Employee: PARTICIPANT NAME Date of Grant: XXXXX Number of Shares Subject to Award: SHARES GRANTED Performance Metric: Relative Total Shareholder Return Incentive Period: XXXXX – XXXXX Additional terms and conditions of your award are included in the Performance Share Award Agreem |
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| April 25, 2024 |
Exhibit 95 Mine Safety Disclosures The operation of our mines located in the United States is subject to regulation by MSHA under the FMSH Act. |
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| April 25, 2024 |
EXHIBIT 10.3 CLEVELAND-CLIFFS INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN CASH INCENTIVE AWARD MEMORANDUM (TSR) Employee: PARTICIPANT NAME Date of Grant: XXXX Target Amount of Cash Subject to Award: $ Cash Granted Performance Metric: Relative Total Shareholder Return Incentive Period: XXXX – XXXX Additional terms and conditions of your award are included in the Cash Incentive Award Agreement. |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Comm |
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| April 22, 2024 |
EXHIBIT 99.1 NEWS RELEASE Cleveland-Cliffs Reports First-Quarter 2024 Results and Announces New $1.5 Billion Share Repurchase Program CLEVELAND—April 22, 2024—Cleveland-Cliffs Inc. (NYSE: CLF) today reported first-quarter results for the period ended March 31, 2024. First Quarter 2024 Highlights •Repurchased 30.4 million shares, or 6% of total outstanding •Revenues of $5.2 billion •Steel shipments |
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| April 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 2, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Commi |
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| April 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| April 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| March 29, 2024 |
Mine Safety - Reporting of Shutdowns and Patterns of Violations UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Comm |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 18, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Comm |
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| March 11, 2024 |
CLF / Cleveland-Cliffs Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 15)* Name of issuer: Cleveland-Cliffs Inc Title of Class of Securities: Common Stock CUSIP Number: 185899101 Date of Event Which Requires Filing of this Statement: February 29, 2024 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| March 4, 2024 |
CLEVELAND-CLIFFS INC. • 200 PUBLIC SQUARE • SUITE 3300 • CLEVELAND, OH 44114-2544 NEWS RELEASE Cleveland-Cliffs Announces Upsizing and Pricing of $825 Million of Senior Unsecured Guaranteed Notes due 2032 CLEVELAND – March 4, 2024 – Cleveland-Cliffs Inc. (NYSE: CLF) announced today that it has upsized and priced $825 million aggregate principal amount of senior unsecured guaranteed notes due 2032 |
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| March 4, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Commi |
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| March 4, 2024 |
CLEVELAND-CLIFFS INC. • 200 PUBLIC SQUARE • SUITE 3300 • CLEVELAND, OH 44114-2544 NEWS RELEASE Cleveland-Cliffs Announces Tender Offer for Any and All of its 6.750% Senior Secured Notes due 2026 CLEVELAND – March 4, 2024 – Cleveland-Cliffs Inc. (NYSE: CLF) announced today the commencement of a tender offer to purchase (the “Tender Offer”), subject to certain terms and conditions, any and all of it |
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| March 4, 2024 |
CLEVELAND-CLIFFS INC. • 200 PUBLIC SQUARE • SUITE 3300 • CLEVELAND, OH 44114-2544 NEWS RELEASE Cleveland-Cliffs Announces Proposed Offering of $750 Million of Senior Unsecured Guaranteed Notes CLEVELAND – March 4, 2024 – Cleveland-Cliffs Inc. (NYSE: CLF) announced today that it intends to offer to sell, subject to market and other conditions, $750 million aggregate principal amount of senior unsec |
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| February 13, 2024 |
CLF / Cleveland-Cliffs Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: Cleveland-Cliffs Inc Title of Class of Securities: Common Stock CUSIP Number: 185899101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| February 8, 2024 |
CLEVELAND-CLIFFS INC. COMPENSATION CLAWBACK POLICY Effective Date: October 2, 2023 EXHIBIT 97 CLEVELAND-CLIFFS INC. COMPENSATION CLAWBACK POLICY Effective Date: October 2, 2023 1.PURPOSE 1.1 As required pursuant to the listing standards of the New York Stock Exchange (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act, the Board of Directors (the “Board”) of Cleveland-Cliffs Inc. (the |
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| February 8, 2024 |
EXHIBIT 21 CLEVELAND-CLIFFS INC. SUBSIDIARIES AS OF DECEMBER 31, 2023 Name Place of Incorporation or Organization Cannon Automotive Solutions - Bowling Green, Inc. Delaware Cleveland-Cliffs Burns Harbor LLC Delaware Cleveland-Cliffs Cleveland Works LLC Delaware Cleveland-Cliffs Columbus LLC Delaware Cleveland-Cliffs FPT Services Company Ohio Cleveland-Cliffs Investments Inc. Ohio Cleveland-Cliffs |
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| February 8, 2024 |
AMENDMENT NO. 1 CLEVELAND-CLIFFS INC. SUPPLEMENTAL RETIREMENT BENEFIT PLAN EXHIBIT 10.42 AMENDMENT NO. 1 TO CLEVELAND-CLIFFS INC. SUPPLEMENTAL RETIREMENT BENEFIT PLAN THIS AMENDMENT NO. 1 is made this 14th day of December, 2023 by CLEVELAND‑CLIFFS INC. (hereinafter referred to as “Cliffs”). WITNESSETH: WHEREAS, Cliffs maintains the Supplemental Retirement Benefit Plan (the “SERP”) to provide supplemental retirement benefits to certain eligible employees covered by a defi |
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| February 8, 2024 |
EXHIBIT 22 The following entities are included in the obligated group as of December 31, 2023, as defined in the Annual Report on Form 10-K of Cleveland Cliffs Inc. |
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| February 8, 2024 |
EXHIBIT 95 MINE SAFETY DISCLOSURES The operation of our mines located in the United States is subject to regulation by MSHA under the FMSH Act. |
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| February 8, 2024 |
EXHIBIT 24 POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned Directors and officers of Cleveland-Cliffs Inc. |
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| February 8, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-8944 CLEVELAND- |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 29, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Co |
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| January 29, 2024 |
Cleveland-Cliffs Reports Full-Year and Fourth-Quarter 2023 Results EXHIBIT 99.1 NEWS RELEASE Cleveland-Cliffs Reports Full-Year and Fourth-Quarter 2023 Results CLEVELAND—January 29, 2024—Cleveland-Cliffs Inc. (NYSE: CLF) today reported full-year and fourth-quarter results for the period ended December 31, 2023. Full-Year Highlights •Revenues of $22.0 billion •Record steel shipments of 16.4 million net tons, including record automotive shipments •Cash flow from op |
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| January 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 3, 2024 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Com |
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| October 25, 2023 |
SIXTH SUPPLEMENTAL INDENTURE 6.75% SENIOR SECURED NOTES DUE 2026 EXHIBIT 4.2 SIXTH SUPPLEMENTAL INDENTURE 6.75% SENIOR SECURED NOTES DUE 2026 This Sixth Supplemental Indenture is made as of July 31, 2023 (this “Supplemental Indenture” or “Guarantee”), among Cleveland-Cliffs FPT Services Company, an Ohio corporation, Cleveland-Cliffs Services Holding Company, an Ohio corporation, Ferrous Processing and Trading Company, a Michigan corporation, FPT Cleveland, LLC, |
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| October 25, 2023 |
FIFTH SUPPLEMENTAL INDENTURE 7.00% SENIOR GUARANTEED NOTES DUE 2027 EXHIBIT 4.3 FIFTH SUPPLEMENTAL INDENTURE 7.00% SENIOR GUARANTEED NOTES DUE 2027 This Fifth Supplemental Indenture is made as of July 31, 2023 (this “Supplemental Indenture” or “Guarantee”), among Cleveland-Cliffs FPT Services Company, an Ohio corporation, Cleveland-Cliffs Services Holding Company, an Ohio corporation, Ferrous Processing and Trading Company, a Michigan corporation, FPT Cleveland, L |
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| October 25, 2023 |
SIXTH SUPPLEMENTAL INDENTURE 5.875% SENIOR GUARANTEED NOTES DUE 2027 EXHIBIT 4.1 SIXTH SUPPLEMENTAL INDENTURE 5.875% SENIOR GUARANTEED NOTES DUE 2027 This Sixth Supplemental Indenture is made as of July 31, 2023 (this “Supplemental Indenture” or “Guarantee”), among Cleveland-Cliffs FPT Services Company, an Ohio corporation, Cleveland‑Cliffs Services Holding Company, an Ohio corporation, Ferrous Processing and Trading Company, a Michigan corporation, FPT Cleveland, |
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| October 25, 2023 |
EXHIBIT 4.4 SECOND SUPPLEMENTAL INDENTURE 4.625% SENIOR GUARANTEED NOTES DUE 2029 4.875% SENIOR GUARANTEED NOTES DUE 2031 This Second Supplemental Indenture is made as of July 31, 2023 (this “Supplemental Indenture” or “Guarantee”), among Cleveland-Cliffs FPT Services Company, an Ohio corporation, Cleveland-Cliffs Services Holding Company, an Ohio corporation, Ferrous Processing and Trading Compan |
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| October 25, 2023 |
EXHIBIT 22 The following entities are included in the obligated group as of September 30, 2023, as defined in the Quarterly Report on Form 10-Q of Cleveland-Cliffs Inc. |
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| October 25, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-8944 |
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| October 25, 2023 |
FIRST SUPPLEMENTAL INDENTURE 6.750% SENIOR GUARANTEED NOTES DUE 2030 EXHIBIT 4.5 FIRST SUPPLEMENTAL INDENTURE 6.750% SENIOR GUARANTEED NOTES DUE 2030 This First Supplemental Indenture is made as of July 31, 2023 (this “Supplemental Indenture” or “Guarantee”), among Cleveland-Cliffs FPT Services Company, an Ohio corporation, Cleveland-Cliffs Services Holding Company, an Ohio corporation, Ferrous Processing and Trading Company, a Michigan corporation, FPT Cleveland, |
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| October 25, 2023 |
Exhibit 95 Mine Safety Disclosures The operation of our mines located in the United States is subject to regulation by MSHA under the FMSH Act. |
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| October 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 23, 2023 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Co |
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| October 23, 2023 |
Cleveland-Cliffs Reports Third-Quarter 2023 Results EXHIBIT 99.1 NEWS RELEASE Cleveland-Cliffs Reports Third-Quarter 2023 Results CLEVELAND—October 23, 2023—Cleveland-Cliffs Inc. (NYSE: CLF) today reported third-quarter results for the period ended September 30, 2023. Selected financial results for the third quarter of 2023 include: •Revenues of $5.6 billion •Steel shipments of 4.1 million net tons, including record automotive shipments •Net income |
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| September 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2023 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or O |
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| August 24, 2023 |
CNBC: Squawk on the Street August 14, 2023 Commission File No.: 001-08944 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities and Exchange Act of 1934 Subject Company: United States Steel Corporation Commission File No.: 001-16811 This filing relates to the proposal made by Cleveland-Cliffs Inc. (“Cliffs”) to the board of directors of United States Steel Corporation (“U.S. Ste |
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| August 22, 2023 |
Commission File No.: 001-08944 Commission File No.: 001-08944 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities and Exchange Act of 1934 Subject Company: United States Steel Corporation Commission File No.: 001-16811 |
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| August 22, 2023 |
a20230822-425xnoticeunde EXHIBIT 99.1 Forward Looking Statements This communication and the accompanying materials may contain statements that constitute “forward-looking statements” within the meaning of the federal securities laws. All statements other than historical facts, including, without limitation, statements regarding our current expectations, estimates and projections about our industry |
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| August 22, 2023 |
Commission File No.: 001-08944 Commission File No.: 001-08944 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities and Exchange Act of 1934 Subject Company: United States Steel Corporation Commission File No.: 001-16811 This filing relates to the proposal made by Cleveland-Cliffs Inc. (“Cliffs”) to the board of directors of United States Steel Corporation (“U.S. Ste |
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| August 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2023 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Com |
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| August 18, 2023 |
Commission File No.: 001-08944 Commission File No.: 001-08944 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities and Exchange Act of 1934 Subject Company: United States Steel Corporation Commission File No.: 001-16811 Forward Looking Statements This report and the accompanying materials contain statements that constitute “forward-looking statements” within the mea |
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| August 15, 2023 |
Commission File No.: 001-08944 Commission File No.: 001-08944 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities and Exchange Act of 1934 Subject Company: United States Steel Corporation Commission File No.: 001-16811 This filing relates to the proposal made by Cleveland-Cliffs Inc. (“Cliffs”) to the board of directors of United States Steel Corporation (“U.S. Ste |
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| August 14, 2023 |
a202308138-kex991 NEWS RELEASE Cleveland-Cliffs Proposes to Acquire U.S. Steel Creates the Only American Steel Company Among the Top 10 Steelmakers in the World and One of the World’s Top 4 outside of China Provides Customers and Workers a Stronger and More Innovative American Steel Producer, With Scale to be Internationally Competitive Provides U.S. Steel Shareholders an Immediate and Substantial |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2023 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Com |
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| August 14, 2023 |
a202308138-kex991 NEWS RELEASE Cleveland-Cliffs Proposes to Acquire U.S. Steel Creates the Only American Steel Company Among the Top 10 Steelmakers in the World and One of the World’s Top 4 outside of China Provides Customers and Workers a Stronger and More Innovative American Steel Producer, With Scale to be Internationally Competitive Provides U.S. Steel Shareholders an Immediate and Substantial |
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| August 14, 2023 |
a202308138-kex993 EXHIBIT 99.3 United States Steel Corporation David B. Burritt 600 Grant Street, Suite 6100 President & Chief Executive Officer Pittsburgh, PA 15219-2800 (412) 433-1130 Lourenco Goncalves Chairman, President and Chief Executive Officer Cleveland-Cliffs Inc. 200 Public Square, Suite 3300 Cleveland, OH 44114 CONFIDENTIAL - SENT VIA EMAIL August 7, 2023 Dear Lourenco, I am writing to |
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| August 14, 2023 |
a202308138-kex992 © 2023 Cleveland-Cliffs Inc. All Rights Reserved. CLEVELAND-CLIFFS AND U.S. STEEL Creation of a New Leader in Steel AUGUST 2023 EXHIBIT 99.2 © 2023 Cleveland-Cliffs Inc. All Rights Reserved.2 FORWARD-LOOKING STATEMENTS AND IMPORTANT INFORMATION This presentation contains statements that constitute "forward-looking statements" within the meaning of the federal securities laws. All |
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| August 14, 2023 |
EXHIBIT 99.3 United States Steel Corporation David B. Burritt 600 Grant Street, Suite 6100 President & Chief Executive Officer Pittsburgh, PA 15219-2800 (412) 433-1130 Lourenco Goncalves Chairman, President and Chief Executive Officer Cleveland-Cliffs Inc. 200 Public Square, Suite 3300 Cleveland, OH 44114 CONFIDENTIAL - SENT VIA EMAIL August 7, 2023 Dear Lourenco, I am writing to you on behalf of |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2023 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Com |
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| August 14, 2023 |
a202308138-kex992 © 2023 Cleveland-Cliffs Inc. All Rights Reserved. CLEVELAND-CLIFFS AND U.S. STEEL Creation of a New Leader in Steel AUGUST 2023 EXHIBIT 99.2 © 2023 Cleveland-Cliffs Inc. All Rights Reserved.2 FORWARD-LOOKING STATEMENTS AND IMPORTANT INFORMATION This presentation contains statements that constitute "forward-looking statements" within the meaning of the federal securities laws. All |
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| August 10, 2023 |
CLF / Cleveland-Cliffs Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Cleveland-Cliffs Inc. Title of Class of Securities: Common Stock CUSIP Number: 185899101 Date of Event Which Requires Filing of this Statement: July 31, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ |
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| July 26, 2023 |
CLEVELAND-CLIFFS INC. Restricted Shares Agreement for Nonemployee Directors EXHIBIT 10.1 CLEVELAND-CLIFFS INC. Restricted Shares Agreement for Nonemployee Directors Participant: Date of Grant: Cleveland-Cliffs Inc. (the “Company”) pursuant to the Cleveland-Cliffs Inc. 2021 Nonemployee Directors’ Compensation Plan (the “Plan”) has this day granted to you, the above-named Participant, a total of XXXX Shares subject to the following terms, conditions, limitations and restric |
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| July 26, 2023 |
EXHIBIT 4.1 CLEVELAND-CLIFFS INC., THE GUARANTORS PARTIES HERETO AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE 6.750% Senior Guaranteed Notes due 2030 INDENTURE Dated as of April 14, 2023 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitions 13 Section 1.03. Trust Indenture Act 14 Section 1.04. Rules of Construction 14 ARTICLE 2 TH |
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| July 26, 2023 |
Exhibit 95 Mine Safety Disclosures The operation of our mines located in the United States is subject to regulation by MSHA under the FMSH Act. |
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| July 26, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-8944 CLEV |
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| July 26, 2023 |
CLEVELAND-CLIFFS INC. Deferred Shares Agreement for Nonemployee Directors EXHIBIT 10.2 CLEVELAND-CLIFFS INC. Deferred Shares Agreement for Nonemployee Directors Participant: Date of Grant: Cleveland-Cliffs Inc. (the “Company”) pursuant to the Cleveland-Cliffs Inc. 2021 Nonemployee Directors’ Compensation Plan (the “Plan”) has this day granted to you, the above-named Participant, a total of XXXX Deferred Shares subject to the following terms, conditions, limitations and |
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| July 26, 2023 |
FOURTH AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT EXHIBIT 10.3 EXECUTION VERSION FOURTH AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT FOURTH AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT, dated as of June 9, 2023 (this “Amendment”), by and among CLEVELAND-CLIFFS INC., an Ohio corporation, as Parent and a Borrower (“Parent”), the Existing Lenders (as defined below), the Incremental Lenders (as defined below), the Issuing Banks and Bank |
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| July 26, 2023 |
EXHIBIT 22 The following entities are included in the obligated group as of June 30, 2023, as defined in the Quarterly Report on Form 10-Q of Cleveland-Cliffs Inc. |
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| July 24, 2023 |
Cleveland-Cliffs Reports Second-Quarter 2023 Results EXHIBIT 99.1 NEWS RELEASE Cleveland-Cliffs Reports Second-Quarter 2023 Results CLEVELAND—July 24, 2023—Cleveland-Cliffs Inc. (NYSE: CLF) today reported second-quarter results for the period ended June 30, 2023. Selected financial results for the second quarter of 2023 include: •Revenues of $6.0 billion •Steel shipments of 4.2 million net tons •Net income of $356 million •Adjusted EBITDA1 of $775 m |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2023 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Commi |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2023 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Commis |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Commission File No. 1-8944 Ohio 34-1464672 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 200 Public Square, Suite 3300, Cleveland, Ohio 44114-2315 (Address of |
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| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2023 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Commis |
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| April 26, 2023 |
Exhibit 10.1 CLEVELAND-CLIFFS INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD MEMORANDUM Employee: PARTICIPANT NAME Date of Grant: XXXXX Grant Price: $XXXX Number of Restricted Stock Units (Common Shares) Subject to Award: SHARES GRANTED Vesting Date: XXXXX Additional terms and conditions of your award are included in the Restricted Stock Unit Award Agreement. As a con |
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| April 26, 2023 |
EXHIBIT 10.2 CLEVELAND-CLIFFS INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN PERFORMANCE SHARE AWARD MEMORANDUM (TSR) Employee: PARTICIPANT NAME Date of Grant: XXXXX Number of Shares Subject to Award: SHARES GRANTED Performance Metric: Relative Total Shareholder Return Incentive Period: XXXXX – XXXXX Additional terms and conditions of your award are included in the Performance Share Award Agreem |
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| April 26, 2023 |
EXHIBIT 22 The following entities are included in the obligated group as of March 31, 2023, as defined in the Quarterly Report on Form 10-Q of Cleveland-Cliffs Inc. |
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| April 26, 2023 |
EXHIBIT 10.3 CLEVELAND-CLIFFS INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN CASH INCENTIVE AWARD MEMORANDUM (TSR) Employee: PARTICIPANT NAME Date of Grant: XXXX Target Amount of Cash Subject to Award: $ Cash Granted Performance Metric: Relative Total Shareholder Return Incentive Period: XXXX – XXXX Additional terms and conditions of your award are included in the Cash Incentive Award Agreement. |
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| April 26, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-8944 CLE |
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| April 26, 2023 |
Exhibit 95 Mine Safety Disclosures The operation of our mines located in the United States is subject to regulation by MSHA under the FMSH Act. |
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| April 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2023 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Comm |
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| April 24, 2023 |
Cleveland-Cliffs Reports First-Quarter 2023 Results EXHIBIT 99.1 NEWS RELEASE Cleveland-Cliffs Reports First-Quarter 2023 Results CLEVELAND—April 24, 2023—Cleveland-Cliffs Inc. (NYSE: CLF) today reported first-quarter results for the period ended March 31, 2023. Selected financial results for the first quarter of 2023 include: •Revenues of $5.3 billion •Steel shipments of 4.1 million net tons •GAAP net loss of $42 million, or $0.11 per diluted shar |
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| April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 14, 2023 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Comm |
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| April 11, 2023 |
Cleveland-Cliffs Announces Pricing of $750 Million of Senior Unsecured Guaranteed Notes due 2030 EXHIBIT 99.3 News Release Cleveland-Cliffs Announces Pricing of $750 Million of Senior Unsecured Guaranteed Notes due 2030 CLEVELAND – April 11, 2023 – Cleveland-Cliffs Inc. (NYSE: CLF) announced today that it has priced $750 million aggregate principal amount of senior unsecured guaranteed notes due 2030 (the “Notes”) in an offering that is exempt from the registration requirements of the Securit |
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| April 11, 2023 |
Cleveland-Cliffs Announces Proposed Offering of $750 Million of Senior Unsecured Guaranteed Notes EXHIBIT 99.2 News Release Cleveland-Cliffs Announces Proposed Offering of $750 Million of Senior Unsecured Guaranteed Notes CLEVELAND – April 11, 2023 – Cleveland-Cliffs Inc. (NYSE: CLF) announced today that it intends to offer to sell, subject to market and other conditions, $750 million aggregate principal amount of senior unsecured guaranteed notes due 2030 (the “Notes”) in an offering that is |
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| April 11, 2023 |
Cleveland-Cliffs Provides Preliminary First-Quarter 2023 Results EXHIBIT 99.1 News Release Cleveland-Cliffs Provides Preliminary First-Quarter 2023 Results CLEVELAND – April 11, 2023 – Cleveland-Cliffs Inc. (NYSE: CLF) today provided its preliminary first-quarter financial results for the period ended March 31, 2023. Selected financial results expectations for the first quarter of 2023 include: •Steel shipments of 4.1 million net tons •Revenues of approximately |
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| April 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2023 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Comm |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| February 14, 2023 |
EXHIBIT 24 POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned Directors and officers of Cleveland-Cliffs Inc. |
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| February 14, 2023 |
EXHIBIT 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ☐ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-18 |
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| February 14, 2023 |
EXHIBIT 24.1 POWER OF ATTORNEY Each of the undersigned directors and officers of Cleveland-Cliffs Inc., an Ohio corporation (the “Registrant”), hereby constitutes and appoints each of Lourenco Goncalves, Celso L. Goncalves Jr., James D. Graham, Kimberly A. Floriani and Adam D. Munson, with full power of substitution and resubstitution, as the true and lawful attorney-in-fact or attorneys-in-fact o |
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| February 14, 2023 |
As filed with the Securities and Exchange Commission on February 14, 2023 As filed with the Securities and Exchange Commission on February 14, 2023 Registration No. |
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| February 14, 2023 |
EXHIBIT 21 CLEVELAND-CLIFFS INC. SUBSIDIARIES AS OF DECEMBER 31, 2022 Name Place of Incorporation or Organization Cannon Automotive Solutions - Bowling Green, Inc. Delaware Cleveland-Cliffs Burns Harbor LLC Delaware Cleveland-Cliffs Cleveland Works LLC Delaware Cleveland-Cliffs Columbus LLC Delaware Cleveland-Cliffs FPT Services Company Ohio Cleveland-Cliffs Investments Inc. Ohio Cleveland-Cliffs |
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| February 14, 2023 |
EXHIBIT 22 The following entities are included in the obligated group as of December 31, 2022, as defined in the Annual Report on Form 10-K of Cleveland Cliffs Inc. |
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| February 14, 2023 |
EXHIBIT 4.25 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of the terms and provisions of the common shares, par value $0.125 per share (“Common Shares”), of Cleveland-Cliffs Inc., an Ohio corporation (the “Company”), and is qualified by reference to the Company’s articles of incorporation and regulations, which are incorpor |
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| February 14, 2023 |
EXHIBIT 95 MINE SAFETY DISCLOSURES The operation of our mines located in the United States is subject to regulation by MSHA under the FMSH Act. |
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| February 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-8944 CLEVELAND- |
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| February 14, 2023 |
EXHIBIT 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) Cleveland-Cliffs Inc. |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2023 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (C |
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| February 13, 2023 |
Cleveland-Cliffs Reports Full-Year and Fourth-Quarter 2022 Results EXHIBIT 99.1 NEWS RELEASE Cleveland-Cliffs Reports Full-Year and Fourth-Quarter 2022 Results Full-Year Financial Highlights •Revenues of $23.0 billion, a new all-time record •Net income of $1.4 billion •Adjusted EBITDA1 of $3.2 billion •Operating cash flow of $2.4 billion •Combined debt and net pension/OPEB liabilities reduced by over $3 billion CLEVELAND—February 13, 2023—Cleveland-Cliffs Inc. (N |
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| February 9, 2023 |
CLF / Cleveland Cliffs, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0041-clevelandcliffsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Cleveland-Cliffs Inc. Title of Class of Securities: Common Stock CUSIP Number: 185899101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to des |
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| October 26, 2022 |
Exhibit 95 Mine Safety Disclosures The operation of our mines located in the United States is subject to regulation by MSHA under the FMSH Act. |
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| October 26, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-8944 |
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| October 26, 2022 |
EX-22 2 clf-202293010xqex22.htm EX-22 EXHIBIT 22 The following entities are included in the obligated group as of September 30, 2022, as defined in the Quarterly Report on Form 10-Q of Cleveland-Cliffs Inc. to which this document is being filed as an exhibit, including Cleveland-Cliffs Inc., as the parent and issuer, and the subsidiary guarantors that have guaranteed the obligations under the 6.75 |
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| October 25, 2022 |
EXHIBIT 99.1 NEWS RELEASE Cleveland-Cliffs Reports Third-Quarter 2022 Results and Announces $1.8 Billion Reduction in Net Pension/OPEB Liabilities •Third-quarter revenue of $5.7 billion •Third-quarter net income of $165 million •Third-quarter Adjusted EBITDA1 of $452 million •$1.8 billion reduction in pro forma pension/OPEB net liabilities from previous remeasurement CLEVELAND—October 25, 2022—Cle |
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| October 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2022 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Co |
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| July 26, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-8944 CLEV |
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| July 26, 2022 |
Exhibit 10.1 EXECUTION COPY SEPARATION AND RELEASE AGREEMENT BEFORE SIGNING THIS SEPARATION AND RELEASE AGREEMENT (THE ?AGREEMENT?), YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY. This Agreement is entered into knowingly and voluntarily by and between Maurice D. Harapiak (?Employee?) and Cleveland-Cliffs Inc. (the ?Company?). Employee and the Company are referred to each individually as a ?Party? an |
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| July 26, 2022 |
EX-95 8 clf-202263010xqex95.htm EX-95 Exhibit 95 Mine Safety Disclosures The operation of our mines located in the United States is subject to regulation by MSHA under the FMSH Act. MSHA inspects these mines on a regular basis and issues various citations and orders when it believes a violation has occurred under the FMSH Act. We present information below regarding certain mining safety and health |
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| July 26, 2022 |
EXHIBIT 22 The following entities are included in the obligated group as of June 30, 2022, as defined in the Quarterly Report on Form 10-Q of Cleveland-Cliffs Inc. |
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| July 22, 2022 |
Cleveland-Cliffs Reports Second-Quarter 2022 Results EXHIBIT 99.1 NEWS RELEASE Cleveland-Cliffs Reports Second-Quarter 2022 Results ?Second-quarter revenue of $6.3 billion ?Second-quarter net income of $601 million ?Second-quarter Adjusted EBITDA1 of $1.1 billion CLEVELAND?July 22, 2022?Cleveland-Cliffs Inc. (NYSE: CLF) today reported second-quarter results for the period ended June 30, 2022. Second-quarter 2022 consolidated revenues were $6.3 billi |
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| July 22, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2022 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Commi |
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| May 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Commission File No. 1-8944 Ohio 34-1464672 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 200 Public Square, Suite 3300, Cleveland, Ohio 44114-2315 (Address of |
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| May 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 5, 2022 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Commiss |
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| April 29, 2022 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2022 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Comm |
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| April 26, 2022 |
EXHIBIT 10.2 CLEVELAND-CLIFFS INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN PERFORMANCE SHARE AWARD MEMORANDUM (TSR) Employee: PARTICIPANT NAME Date of Grant: XXXXX Number of Shares Subject to Award: SHARES GRANTED Performance Metric: Relative Total Shareholder Return Incentive Period: XXXXX ? XXXXX Additional terms and conditions of your award are included in the Performance Share Award Agreem |
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| April 26, 2022 |
EXHIBIT 10.3 CLEVELAND-CLIFFS INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN CASH INCENTIVE AWARD MEMORANDUM (TSR) Employee: PARTICIPANT NAME Date of Grant: XXXX Target Amount of Cash Subject to Award: $ Cash Granted Performance Metric: Relative Total Shareholder Return Incentive Period: January 1, 20XX ? December 31, 20XX Additional terms and conditions of your award are included in the Cash In |
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| April 26, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-8944 CLE |
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| April 26, 2022 |
Exhibit 95 Mine Safety Disclosures The operation of our mines located in the United States is subject to regulation by MSHA under the FMSH Act. |
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| April 26, 2022 |
EXHIBIT 22 The following entities are included in the obligated group as of March 31, 2022, as defined in the Quarterly Report on Form 10-Q of Cleveland-Cliffs Inc. |
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| April 26, 2022 |
Exhibit 10.1 CLEVELAND-CLIFFS INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD MEMORANDUM Employee: PARTICIPANT NAME Date of Grant: XXXXX Grant Price: $XXXX Number of Restricted Stock Units (Common Shares) Subject to Award: SHARES GRANTED Vesting Date: December 31, 20XX Additional terms and conditions of your award are included in the Restricted Stock Unit Award Agreeme |
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| April 22, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2022 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Comm |
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| April 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2022 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Comm |
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| April 22, 2022 |
Cleveland-Cliffs Reports First-Quarter 2022 Results EXHIBIT 99.1 NEWS RELEASE Cleveland-Cliffs Reports First-Quarter 2022 Results ?First-quarter revenue of $6.0 billion ?First-quarter net income of $801 million ?First-quarter Adjusted EBITDA1 of $1.5 billion CLEVELAND?April 22, 2022?Cleveland-Cliffs Inc. (NYSE: CLF) today reported first-quarter results for the period ended March 31, 2022. First-quarter 2022 consolidated revenues were $6.0 billion, |
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| March 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 14, 2022 |
DEF 14A 1 clf2022def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) x Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Pre |
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| February 11, 2022 |
FIFTH SUPPLEMENTAL INDENTURE 9.875% SENIOR SECURED NOTES DUE 2025 EXHIBIT 4.28 FIFTH SUPPLEMENTAL INDENTURE 9.875% SENIOR SECURED NOTES DUE 2025 This Fifth Supplemental Indenture is made as of December 22, 2021 (this ?Supplemental Indenture? or ?Guarantee?), among Cliffs Steel Inc., an Ohio corporation (the ?Additional Guarantor?), Cleveland-Cliffs Inc. (together with its successors and assigns, the ?Company?) and U.S. Bank National Association, as Trustee and F |
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| February 11, 2022 |
Exhibit 95 Mine Safety Disclosures The operation of our mines located in the United States is subject to regulation by MSHA under the FMSH Act. |
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| February 11, 2022 |
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 EXHIBIT 4.32 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of the terms and provisions of the common shares, par value $0.125 per share (?Common Shares?), of Cleveland-Cliffs Inc., an Ohio corporation (the ?Company?), and is qualified by reference to the Company?s articles of incorporation and regulations, which are incorpor |
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| February 11, 2022 |
EXHIBIT 4.30 FIRST SUPPLEMENTAL INDENTURE 4.625% SENIOR GUARANTEED NOTES DUE 2029 4.875% SENIOR GUARANTEED NOTES DUE 2031 This First Supplemental Indenture is made as of December 22, 2021 (this ?Supplemental Indenture? or ?Guarantee?), among Cliffs Steel Inc., an Ohio corporation (the ?Additional Guarantor?), Cleveland-Cliffs Inc. (together with its successors and assigns, the ?Company?) and U.S. |
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| February 11, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 11, 2022 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (C |
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| February 11, 2022 |
FOURTH SUPPLEMENTAL INDENTURE 7.00% SENIOR GUARANTEED NOTES DUE 2027 EXHIBIT 4.22 FOURTH SUPPLEMENTAL INDENTURE 7.00% SENIOR GUARANTEED NOTES DUE 2027 This Fourth Supplemental Indenture, dated as of December 22, 2021 (this ?Supplemental Indenture? or ?Guarantee?), among Cliffs Steel Inc., an Ohio corporation (the ?Additional Guarantor?), Cleveland-Cliffs Inc. (together with its successors and assigns, the ?Company?) and U.S. Bank National Association, as Trustee un |
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| February 11, 2022 |
EXHIBIT 96.3 Technical Report Summary on the Northshore Property, Minnesota, USA S-K 1300 Report Cleveland-Cliffs Inc. SLR Project No: 138.02467.00001 February 7, 2022 Effective Date: December 31, 2021 Technical Report Summary on the Northshore Property, Minnesota, USA SLR Project No: 138.02467.00001 Prepared by SLR International Corporation 1658 Cole Blvd, Suite 100 Lakewood, CO 80401 for Clevela |
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| February 11, 2022 |
EX-96.4 9 a20220211-8xkxex964.htm EX-96.4 EXHIBIT 96.4 Technical Report Summary on the United Taconite Property, Minnesota, USA S-K 1300 Report Cleveland-Cliffs Inc. SLR Project No: 138.02467.00001 February 7, 2022 Effective Date: December 31, 2021 Technical Report Summary on the United Taconite Property, Minnesota, USA SLR Project No: 138.02467.00001 Prepared by SLR International Corporation 1658 |
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| February 11, 2022 |
Technical Report Summary on the Tilden Property, Michigan, USA S-K 1300 Report Cleveland-Cliffs Inc. |
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| February 11, 2022 |
Exhibit 24 POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned Directors and officers of Cleveland-Cliffs Inc. |
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| February 11, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 11, 2022 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (C |
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| February 11, 2022 |
EXHIBIT 22 The following entities are included in the obligated group as of December 31, 2021, as defined in the Annual Report on Form 10-K of Cleveland Cliffs Inc. |
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| February 11, 2022 |
Exhibit 21 CLEVELAND-CLIFFS INC. SUBSIDIARIES AS OF DECEMBER 31, 2021 Name Place of Incorporation or Organization Cannon Automotive Solutions - Bowling Green, Inc. Delaware Cleveland-Cliffs Burns Harbor LLC Delaware Cleveland-Cliffs Cleveland Works LLC Delaware Cleveland-Cliffs Columbus LLC Delaware Cleveland-Cliffs FPT Services Company Ohio Cleveland-Cliffs Investments Inc. Ohio Cleveland-Cliffs |
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| February 11, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-8944 CLEVELAND- |
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| February 11, 2022 |
EXHIBIT 96.1 Technical Report Summary on the Hibbing Taconite Property, Minnesota, USA S-K 1300 Report Cleveland-Cliffs Inc. SLR Project No: 138.02467.00001 February 7, 2022 Effective Date: December 31, 2021 Technical Report Summary on the Hibbing Taconite Property, Minnesota, USA SLR Project No: 138.02467.00001 Prepared by SLR International Corporation 22118 20th Ave SE, Suite G202 Bothell, WA 98 |
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| February 11, 2022 |
NEWS RELEASE Cleveland-Cliffs Reports Full-Year and Fourth-Quarter 2021 Results and Announces $1 Billion Share Repurchase Program ?Record annual revenue of $20. |
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| February 11, 2022 |
FIFTH SUPPLEMENTAL INDENTURE 6.75% SENIOR SECURED NOTES DUE 2026 EXHIBIT 4.17 FIFTH SUPPLEMENTAL INDENTURE 6.75% SENIOR SECURED NOTES DUE 2026 This Fifth Supplemental Indenture, dated as of December 22, 2021 (this ?Supplemental Indenture? or ?Guarantee?), among Cliffs Steel Inc. (the ?Additional Guarantor?), Cleveland-Cliffs Inc. (together with its successors and assigns, the ?Company?) and U.S. Bank National Association, as Trustee and First Lien Notes Collate |
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| February 11, 2022 |
FIFTH SUPPLEMENTAL INDENTURE 5.875% SENIOR GUARANTEED NOTES DUE 2027 EXHIBIT 4.11 FIFTH SUPPLEMENTAL INDENTURE 5.875% SENIOR GUARANTEED NOTES DUE 2027 This Fifth Supplemental Indenture, dated as of December 22, 2021 (this ?Supplemental Indenture? or ?Guarantee?), among Cliffs Steel Inc., an Ohio corporation (the ?Additional Guarantor?), Cleveland-Cliffs Inc. (together with its successors and assigns, the ?Company?) and U.S. Bank National Association, as Trustee (th |
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| February 11, 2022 |
EXHIBIT10.40 CLEVELAND-CLIFFS INC. SUPPLEMENTAL RETIREMENT BENEFIT PLAN (as Amended and Restated Effective October 26, 2021) 1 TABLE OF CONTENTS Page 1. Definitions 3 2. Determination of the Supplemental Pension Plan Benefit 5 3. Payment of the Remaining Supplemental Pension Plan Benefit 5 4. General 6 5. Adoption of Supplemental Retirement Benefit Plan 7 6. Miscellaneous 7 7. Amendment and Termin |
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| February 11, 2022 |
EXHIBIT 10.3 CLEVELAND-CLIFFS INC. 2012 NON-QUALIFIED DEFERRED COMPENSATION PLAN (AMENDED AND RESTATED EFFECTIVE AS OF OCTOBER 26, 2021) This Cleveland-Cliffs Inc. 2012 Non-Qualified Deferred Compensation Plan was originally adopted as of the Effective Date (as defined hereunder) to provide certain supplemental non-qualified deferred compensation deferral opportunities and benefits for Participant |
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| February 11, 2022 |
EXHIBIT 96.2 Technical Report Summary on the Minorca Property, Minnesota, USA S-K 1300 Report Cleveland-Cliffs Inc. SLR Project No: 138.02467.00001 February 7, 2022 Effective Date: December 31, 2021 Technical Report Summary on the Minorca Property, Minnesota, USA SLR Project No: 138.02467.00001 Prepared by SLR International Corporation 22118 20th Ave SE, Suite G202 Bothell, WA 98021 USA for Clevel |
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| February 9, 2022 |
CLF / Cleveland Cliffs, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Cleveland-Cliffs Inc. Title of Class of Securities: Common Stock CUSIP Number: 185899101 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed |
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| December 23, 2021 |
THIRD AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT EXHIBIT 10.1 EXECUTION VERSION THIRD AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT THIRD AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT, dated as of December 17, 2021 (this ?Amendment?), by and among CLEVELAND-CLIFFS INC., an Ohio corporation, as Parent and a Borrower (?Parent?), the lenders party hereto and Bank of America, N.A., as administrative agent (in such capacity, ?Agent?) for |
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| December 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2021 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (C |
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| December 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 7, 2021 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Co |
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| October 26, 2021 |
Exhibit 95 Mine Safety Disclosures The operation of our mines located in the United States is subject to regulation by MSHA under the FMSH Act. |
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| October 26, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-8944 |
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| October 26, 2021 |
EX-22 2 clf-202193010xqex22.htm EX-22 EXHIBIT 22 The following entities are included in the obligated group as of September 30, 2021, as defined in the Quarterly Report on Form 10-Q of Cleveland-Cliffs Inc. to which this document is being filed as an exhibit, including Cleveland-Cliffs Inc., as the parent and issuer, and the subsidiary guarantors that have guaranteed the obligations under the 6.75 |
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| October 22, 2021 |
Cleveland-Cliffs Reports Record Third-Quarter 2021 Results EXHIBIT 99.1 NEWS RELEASE Cleveland-Cliffs Reports Record Third-Quarter 2021 Results ?Record quarterly revenue of $6.0 billion ?Record quarterly net income of $1.3 billion ?Record quarterly adjusted EBITDA1 of $1.9 billion CLEVELAND?October 22, 2021?Cleveland-Cliffs Inc. (NYSE: CLF) today reported third-quarter results for the period ended September 30, 2021. Third-quarter 2021 consolidated revenu |
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| October 22, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 22, 2021 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Co |
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| August 30, 2021 |
CLEVELAND-CLIFFS INC. ? 200 PUBLIC SQUARE ? SUITE 3300 ? CLEVELAND, OH 44114-2544 NEWS RELEASE Cleveland-Cliffs Announces Executive Management Promotions CLEVELAND ? August 30, 2021 ? Cleveland-Cliffs Inc. (NYSE: CLF) today announced the promotion of three key leaders at the executive level, effective September 1, 2021. The announcement comes as Cliffs seeks to broaden its already robust raw mater |
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| August 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 27, 2021 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Com |
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| July 28, 2021 |
CLEVELAND-CLIFFS INC. Restricted Shares Agreement for Nonemployee Directors EXHIBIT 10.3 CLEVELAND-CLIFFS INC. Restricted Shares Agreement for Nonemployee Directors Participant: Date of Grant: Cleveland-Cliffs Inc. (the ?Company?) pursuant to the Cleveland-Cliffs Inc. 2021 Nonemployee Directors? Compensation Plan (the ?Plan?) has this day granted to you, the above-named Participant, a total of XXXX Shares subject to the following terms, conditions, limitations and restric |
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| July 28, 2021 |
CLEVELAND-CLIFFS INC. Deferred Shares Agreement for Nonemployee Directors EX-10.4 3 clf-202163010xqex104.htm EX-10.4 EXHIBIT 10.4 CLEVELAND-CLIFFS INC. Deferred Shares Agreement for Nonemployee Directors Participant: Date of Grant: Cleveland-Cliffs Inc. (the “Company”) pursuant to the Cleveland-Cliffs Inc. 2021 Nonemployee Directors’ Compensation Plan (the “Plan”) has this day granted to you, the above-named Participant, a total of XXXX Deferred Shares subject to the fo |
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| July 28, 2021 |
Exhibit 95 Mine Safety Disclosures The operation of our mines located in the United States is subject to regulation by MSHA under the FMSH Act. |
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| July 28, 2021 |
EXHIBIT 22 The following entities are included in the obligated group as of June 30, 2021, as defined in the Quarterly Report on Form 10-Q of Cleveland-Cliffs Inc. |
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| July 28, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-8944 CLEV |
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| July 22, 2021 |
Cleveland-Cliffs Reports Record Second-Quarter 2021 Results EXHIBIT 99.1 NEWS RELEASE Cleveland-Cliffs Reports Record Second-Quarter 2021 Results ?Record quarterly revenue of $5.0 billion ?Record quarterly net income of $795 million ?Record quarterly adjusted EBITDA1 of $1.4 billion CLEVELAND?July 22, 2021?Cleveland-Cliffs Inc. (NYSE: CLF) today reported second-quarter results for the period ended June 30, 2021. Second-quarter 2021 consolidated revenues we |
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| July 22, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2021 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Commi |
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| May 28, 2021 |
SD 1 a20210528-formsd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Commission File No. 1-8944 Ohio 34-1464672 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 200 Public Square, Suite 3300, Cleveland, |
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| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 26, 2021 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Commis |
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| April 30, 2021 |
CLEVELAND-CLIFFS INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN EXHIBIT 10.1 CLEVELAND-CLIFFS INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN 1.Purpose. The purpose of this Plan is to permit award grants to officers and other employees of the Company and its Subsidiaries and to provide to such persons incentives and rewards for performance and/or service. 2.Definitions. As used in this Plan: (a)?Affiliate? means any corporation, partnership, joint venture or |
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| April 30, 2021 |
CLEVELAND-CLIFFS INC. 2021 NONEMPLOYEE DIRECTORS’ COMPENSATION PLAN EXHIBIT 10.2 CLEVELAND-CLIFFS INC. 2021 NONEMPLOYEE DIRECTORS? COMPENSATION PLAN 1.Purposes. The purpose of this Cleveland-Cliffs Inc. 2021 Nonemployee Directors? Compensation Plan is to allow for the payment to the nonemployee Directors of all or a portion of the compensation earned by them for services as Directors in Common Shares or other Common Share-based awards. These Common Share or other |
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| April 30, 2021 |
EX-3.1 2 a20210428-8xkxex31.htm EX-3.1 DOC ID -> 202111902330 EXHIBIT 3.1 DOC ID -> 202111902330 Page 1 of 2Form 540 Last Revised: 06/2019 Toll Free: 877.767.3453 | Central Ohio: 614.466.3910 OhioSoS.gov | [email protected] File online or for more information: OhioBusinessCentral.gov Certificate of Amendment (For-Profit, Domestic Corporation) Filing Fee: $50 Form Must Be Typed Check appropriate |
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| April 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2021 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Ohio 1-8944 34-1464672 (State or Other Jurisdiction of Incorporation or Organization) (Comm |
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| April 28, 2021 |
CLEVELAND-CLIFFS INC. REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY EX-24.1 7 s-8x2021eicpxex241.htm EX-24.1 EXHIBIT 24.1 CLEVELAND-CLIFFS INC. REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and directors of Cleveland-Cliffs Inc., an Ohio corporation (the “Registrant”), hereby constitutes and appoints Lourenco Goncalves, Keith A. Koci and James D. Graham, or any of them, each acting al |
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| April 28, 2021 |
CLEVELAND-CLIFFS INC. REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY EX-24.1 7 s-8x2021nedcpxex241.htm EX-24.1 EXHIBIT 24.1 CLEVELAND-CLIFFS INC. REGISTRATION STATEMENT ON FORM S-8 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and directors of Cleveland-Cliffs Inc., an Ohio corporation (the “Registrant”), hereby constitutes and appoints Lourenco Goncalves, Keith A. Koci and James D. Graham, or any of them, each acting a |
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| April 28, 2021 |
As filed with the Securities and Exchange Commission on April 28, 2021 Registration No. |
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| April 28, 2021 |
Exhibit 95 Mine Safety Disclosures The operation of our mines located in the United States is subject to regulation by MSHA under the FMSH Act. |
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| April 28, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 1-8944 CLE |
