CLF 10-K Annual Report Dec. 31, 2021 | Alphaminr

Effective Date August 11, 2021

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CLEVELAND-CLIFFS INC.

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TABLE OF CONTENTS

Part I - Item 1. Business Item 11. Executive Compensation Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services Part IV Item 15. Exhibits and Financial Statement Schedules Item 8. Financial Statements and Supplementary Data Item 16. Form 10-k Summary

Exhibits

3.1 Fourth Amended Articles of Incorporation of Cliffs, as filed with the Secretary of State of the State of Ohio on September 25, 2020 (filed as Exhibit 3.2 to Cliffs Form 8-K on September 28, 2020 and incorporated herein by reference). 3.2 Certificate of Amendment to Fourth Amended Articles of Incorporation of Cliffs, as filed with the Secretary of State of Ohio on December 7, 2020 (filed as Exhibit 3.1 to Cliffs' Form 8-K on December 9, 2020 and incorporated herein by reference). 3.3 Certificate of Amendment to Fourth Amended Articles of Incorporation of Cliffs, as amended, as filed with the Secretary of State of Ohio on April 29, 2021 (filed as Exhibit 3.1 to Cliffs' Form 8-K on April 30, 2021 and incorporated herein by reference). 3.4 Regulations of Cliffs (filed as Exhibit 3.2 to Cliffs Form 10-K for the period ended December 31, 2011 and incorporated herein by reference). 4.1 Indenture, dated as of March 17, 2010, between Cliffs Natural Resources Inc. (n/k/a Cleveland-Cliffs Inc.) and U.S. Bank National Association, as trustee (filed as Exhibit 4.3 to Cliffs Registration Statement on Form S-3 (Registration No. 333-186617) on February 12, 2013 and incorporated herein by reference). 4.2 Third Supplemental Indenture, dated as of September 20, 2010, between Cliffs Natural Resources Inc. (n/k/a Cleveland-Cliffs Inc.) and U.S. Bank National Association, as trustee, including Form of 6.25% Notes due 2040 (filed as Exhibit 4.4 to Cliffs Form 8-K on September 17, 2010 and incorporated herein by reference). 4.3 Fifth Supplemental Indenture, dated as of March 31, 2011, between Cliffs Natural Resources Inc. (n/k/a Cleveland-Cliffs Inc.) and U.S. Bank National Association, as trustee (filed as Exhibit 4(b) to Cliffs Form 10-Q for the period ended June 30, 2011 and incorporated herein by reference). 4.4 Seventh Supplemental Indenture, dated as of May 7, 2013, between Cliffs Natural Resources Inc. (n/k/a Cleveland-Cliffs Inc.) and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to Cliffs' Form 10-Q for the period ended June 30, 2013 and incorporated herein by reference). 4.5 Eighth Supplemental Indenture, dated as of December 19, 2017, by and between Cleveland-Cliffs Inc. and U.S. Bank National Association, as trustee, including Form of 1.50% Convertible Senior Notes due 2025 (filed as Exhibit 4.2 to Cliffs' Form 8-K on December 19, 2017 and incorporated herein by reference). 4.6 Indenture, dated as of May 13, 2019, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S. Bank National Association, as trustee, including Form of 5.875% Senior Notes due 2027 (filed as Exhibit 4.1 to Cliffs' Form 8-K on May 14, 2019 and incorporated herein by reference). 4.7 First Supplemental Indenture, dated as of March 13, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S. Bank National Association, as trustee (filed as Exhibit 4.4 to Cliffs' Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference). 4.8 Second Supplemental Indenture, dated as of May 22, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S. Bank National Association, as trustee (filed as Exhibit 4.6 to Cliffs Form 10-Q for the period ended June 30, 2020 and incorporated herein by reference). 4.9 Third Supplemental Indenture, dated as of December 9, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S. Bank National Association, as trustee (filed as Exhibit 4.24 to Cliffs Form 10-K for the period ended December 31, 2020 and incorporated herein by reference). 4.10 Fourth Supplemental Indenture, dated as of December 18, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S. Bank National Association, as trustee (filed as Exhibit 4.25 to Cliffs Form 10-K for the period ended December 31, 2020 and incorporated herein by reference). 4.11 Fifth Supplemental Indenture, dated as of December 22, 2021, among Cleveland-Cliffs Inc., the Additional Guarantor party thereto and U.S. Bank National Association, as trustee (filed herewith). 4.12 Indenture, dated as of March 13, 2020, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S. Bank National Association, as trustee and first lien notes collateral agent, including Form of 6.75% Senior Secured Notes due 2026 (filed as Exhibit 4.1 to Cliffs Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference). 4.13 First Supplemental Indenture, dated as of May 22, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S. Bank National Association, as trustee and first lien notes collateral agent (filed as Exhibit 4.9 to Cliffs Form 10-Q for the period ended June 30, 2020 and incorporated herein by reference). 4.14 Second Supplemental Indenture, dated as of June 19, 2020, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S. Bank National Association, as trustee and first lien notes collateral agent, including Form of 6.75% Senior Secured Notes due 2026 (filed as Exhibit 4.10 to Cliffs Form 10-Q for the period ended June 30, 2020 and incorporated herein by reference). 4.15 Third Supplemental Indenture, dated as of December 9, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S. Bank National Association, as trustee and first lien notes collateral agent (filed as Exhibit 4.29 to Cliffs Form 10-K for the period ended December 31, 2020 and incorporated herein by reference). 4.16 Fourth Supplemental Indenture, dated as of December 18, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S. Bank National Association, as trustee and first lien notes collateral agent (filed as Exhibit 4.30 to Cliffs Form 10-K for the period ended December 31, 2020 and incorporated herein by reference). 4.17 Fifth Supplemental Indenture, dated as of December 22, 2021, among Cleveland-Cliffs Inc., the Additional Guarantor party thereto and U.S. Bank National Association, as trustee and first lien notes collateral agent (filed herewith). 4.18 Indenture, dated as of March 16, 2020, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S. Bank National Association, as trustee, including Form of 7.00% Senior Notes due 2027 (filed as Exhibit 4.7 to Cliffs Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference). 4.19 First Supplemental Indenture, dated as of May 22, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S. Bank National Association, as trustee (filed as Exhibit 4.7 to Cliffs Form 10-Q for the period ended June 30, 2020 and incorporated herein by reference). 4.20 Second Supplemental Indenture, dated as of December 9, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S. Bank National Association, as trustee (filed as Exhibit 4.38 to Cliffs Form 10-K for the period ended December 31, 2020 and incorporated herein by reference). 4.21 Third Supplemental Indenture, dated as of December 18, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S. Bank National Association, as trustee (filed as Exhibit 4.39 to Cliffs Form 10-K for the period ended December 31, 2020 and incorporated herein by reference). 4.22 Fourth Supplemental Indenture, dated as of December 22, 2021, among Cleveland-Cliffs Inc., the Additional Guarantor party thereto and U.S. Bank National Association, as trustee (filed herewith). 4.23 Indenture, dated as of April 17, 2020, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S. Bank National Association, as trustee and first lien notes collateral agent, including Form of 9.875% Senior Secured Notes due 2025 (filed as Exhibit 4.1 to Cliffs Form 10-Q for the period ended June 30, 2020 and incorporated herein by reference). 4.24 First Supplemental Indenture, dated as of April 24, 2020, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S. Bank National Association, as trustee and first lien notes collateral agent, including Form of 9.875% Senior Secured Notes due 2025 (filed as Exhibit 4.2 to Cliffs Form 10-Q for the period ended June 30, 2020 and incorporated herein by reference). 4.25 Second Supplemental Indenture, dated as of May 22, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S. Bank National Association, as trustee and first lien notes collateral agent (filed as Exhibit 4.3 to Cliffs Form 10-Q for the period ended June 30, 2020 and incorporated herein by reference). 4.26 Third Supplemental Indenture, dated as of December 9, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S. Bank National Association, as trustee and first lien notes collateral agent (filed as Exhibit 4.44 to Cliffs Form 10-K for the period ended December 31, 2020 and incorporated herein by reference) 4.27 Fourth Supplemental Indenture, dated as of December 18, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S. Bank National Association, as trustee and first lien notes collateral agent (filed as Exhibit 4.45 to Cliffs Form 10-K for the period ended December 31, 2020 and incorporated herein by reference). 4.28 Fifth Supplemental Indenture, dated as of December 22, 2021, among Cleveland-Cliffs Inc., the Additional Guarantor party thereto and U.S. Bank National Association, as trustee and first lien notes collateral agent (filed herewith). 4.29 Indenture, dated as of February 17, 2021, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S. Bank National Association, as trustee, including Forms of 4.625% Senior Guaranteed Notes due 2029 and 4.875% Senior Guaranteed Notes due 2031 (filed as Exhibit 4.1 to Cliffs' Form 10-Q for the period ended March 31, 2021 and incorporated herein by reference). 4.30 First Supplemental Indenture, dated as of December 22, 2021, among Cleveland-Cliffs Inc., the Additional Guarantor party thereto and U.S. Bank National Association, as trustee (filed herewith). 4.31 Form of Common Share Certificate (filed as Exhibit 4.1 to Cliffs Form 10-Q for the period ended September 30, 2019 and incorporated herein by reference). 4.32 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (filed herewith). 10.1 * Form of Change in Control Severance Agreement (covering newly hired officers) (filed as Exhibit 10.4 to Cliffs Form 8-K/A on September 16, 2014 and incorporated herein by reference). 10.2 * Form of 2016 Change in Control Severance Agreement (filed as Exhibit 10.1 to Cliffs 10-Q for the period ended September 30, 2016 and incorporated herein by reference). 10.3 * Cleveland-Cliffs Inc. 2012 Non-Qualified Deferred Compensation Plan (Amended and Restated effective October 26, 2021) (filed herewith). 10.4 * Form of Director and Officer Indemnification Agreement between Cleveland-Cliffs Inc. and Directors and Officers (filed as Exhibit 10.2 to Cliffs Form 10-Q for the period ended March 31, 2019 and incorporated herein by reference). 10.5 * Cleveland-Cliffs Inc. 2021 Nonemployee Directors Compensation Plan (filed as Exhibit 10.2 to Cliffs Form 8-K on April 30, 2021 and incorporated herein by reference). 10.6 *Form of Restricted Shares Agreement for Nonemployee Directors (filed as Exhibit 10.3 to Cliffs Form 10-Q for the period ended June 30, 2021 and incorporated herein by reference). 10.7 *Form of Deferred Shares Agreement for Nonemployee Directors (filed as Exhibit 10.4 to Cliffs Form 10-Q for the period ended June 30, 2021 and incorporated herein by reference). 10.8 * Trust Agreement No. 1 (Amended and Restated effective June 1, 1997), dated June 12, 1997, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to the Cleveland-Cliffs Inc Supplemental Retirement Benefit Plan, Severance Pay Plan for Key Employees and certain executive agreements (filed as Exhibit 10.10 to Cliffs Form 10-K for the period ended December 31, 2011 and incorporated herein by reference). 10.9 * Trust Agreement No. 1 Amendments to Exhibits, effective as of January 1, 2000, by and between Cleveland-Cliffs Inc and KeyBank National Association, as Trustee (filed as Exhibit 10.11 to Cliffs Form 10-K for the period ended December 31, 2011 and incorporated herein by reference). 10.10 * First Amendment to Trust Agreement No. 1, effective September 10, 2002, by and between Cleveland-Cliffs Inc and KeyBank National Association, as Trustee (filed as Exhibit 10.12 to Cliffs Form 10-K for the period ended December 31, 2011 and incorporated herein by reference). 10.11 * Second Amendment to Trust Agreement No. 1 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(y) to Cliffs Form 10-K for the period ended December 31, 2008 and incorporated herein by reference). 10.12 * Third Amendment to Trust Agreement No. 1 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of July 28, 2014 (filed as Exhibit 10.15 to Cliffs Form 10-K for the period ended December 31, 2014 and incorporated herein by reference). 10.13 * Amended and Restated Trust Agreement No. 2, effective as of October 15, 2002, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to Executive Agreements and Indemnification Agreements with the Companys Directors and certain Officers, the Companys Severance Pay Plan for Key Employees, and the Retention Plan for Salaried Employees (filed as Exhibit 10.14 to Cliffs Form 10-K for the period ended December 31, 2011 and incorporated herein by reference). 10.14 * Second Amendment to Amended and Restated Trust Agreement No. 2 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(aa) to Cliffs Form 10-K for the period ended December 31, 2008 and incorporated herein by reference). 10.15 * Third Amendment to Amended and Restated Trust Agreement No. 2 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of July 28, 2014 (filed as Exhibit 10.18 to Cliffs Form 10-K for the period ended December 31, 2014 and incorporated herein by reference). 10.16 * Trust Agreement No. 7, dated as of April 9, 1991, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to the Cleveland-Cliffs Inc Supplemental Retirement Benefit Plan (filed as Exhibit 10.23 to Cliffs Form 10-K for the period ended December 31, 2011 and incorporated herein by reference). 10.17 * First Amendment to Trust Agreement No. 7, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, dated as of March 9, 1992 (filed as Exhibit 10.24 to Cliffs Form 10-K for the period ended December 31, 2011 and incorporated herein by reference). 10.20 * Second Amendment to Trust Agreement No. 7, dated November 18, 1994, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.25 to Cliffs Form 10-K for the period ended December 31, 2011 and incorporated herein by reference). 10.21 * Third Amendment to Trust Agreement No. 7, dated May 23, 1997, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.26 to Cliffs Form 10-K for the period ended December 31, 2011 and incorporated herein by reference). 10.22 * Fourth Amendment to Trust Agreement No. 7, dated July 15, 1997, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.27 to Cliffs Form 10-K for the period ended December 31, 2011 and incorporated herein by reference). 10.23 * Amendment to Exhibits to Trust Agreement No. 7, effective as of January 1, 2000, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.28 to Cliffs Form 10-K for the period ended December 31, 2011 and incorporated herein by reference). 10.24 * Sixth Amendment to Trust Agreement No. 7 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(oo) to Cliffs Form 10-K for the period ended December 31, 2008 and incorporated herein by reference). 10.25 * Seventh Amendment to Trust Agreement No. 7 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of July 28, 2014 (filed as Exhibit 10.34 to Cliffs Form 10-K for the period ended December 31, 2014 and incorporated herein by reference). 10.26 * Trust Agreement No. 10, dated as of November 20, 1996, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to the Cleveland-Cliffs Inc Nonemployee Directors Compensation Plan (filed as Exhibit 10.36 to Cliffs Form 10-K for the period ended December 31, 2011 and incorporated herein by reference). 10.27 *First Amendment to Trust Agreement No. 10 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(ww) to Cliffs Form 10-K for the period ended February 26, 2009 and incorporated herein by reference). 10.28 * Second Amendment to Trust Agreement No. 10 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of July 28, 2014 (filed as Exhibit 10.45 to Cliffs Form 10-K for the period ended December 31, 2014 and incorporated herein by reference). 10.29 * Letter Agreement, by and between Lourenco Goncalves and Cliffs Natural Resources Inc., signed as of September 11, 2014 (filed as Exhibit 10.1 to Cliffs Form 8-K/A on September 16, 2014 and incorporated herein by reference). 10.30 * Cleveland-Cliffs Inc and Subsidiaries Management Performance Incentive Plan Summary, effective January 1, 2004 (filed as Exhibit 10.47 to Cliffs Form 10-K for the period ended December 31, 2011 and incorporated herein by reference). 10.31 * Cliffs Natural Resources Inc. 2017 Executive Management Performance Incentive Plan effective January 1, 2017 (filed as Exhibit 10.2 to Cliffs' Form 8-K on April 27, 2017 and incorporated herein by reference). 10.32 * Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan (filed as Exhibit 10.1 to Cliffs Form 8-K on August 4, 2014 and incorporated herein by reference). 10.33 * Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Non-Qualified Stock Option Award Memorandum (3-Year Vesting January 2015 Grant) and Stock Option Award Agreement (filed as Exhibit 10.69 to Cliffs Form 10-K for the period ended December 31, 2014 and incorporated herein by reference). 10.34 * Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan (filed as Exhibit 10.1 to Cliffs Form 8-K on May 21, 2015 and incorporated herein by reference). 10.35 * Cliffs Natural Resources Inc. Amended and Restated 2015 Equity and Incentive Compensation Plan (filed as Exhibit 10.1 to Cliffs Form 8-K on April 27, 2017 and incorporated herein by reference). 10.36 * Form of Cleveland-Cliffs Inc. Amended and Restated 2015 Equity and Incentive Compensation Plan Restricted Stock Unit Award Memorandum and Restricted Stock Unit Award Agreement (filed as Exhibit 10.2 to Cliffs Form 10-Q for the period ended March 31, 2018 and incorporated herein by reference). 10.37 * Form of Cleveland-Cliffs Inc. Amended and Restated 2015 Equity and Incentive Compensation Plan Performance Share Award Memorandum and Performance Share Award Agreement (filed as Exhibit 10.3 to Cliffs Form 10-Q for the period ended March 31, 2018 and incorporated herein by reference). 10.38 * Form of Cleveland-Cliffs Inc. Amended and Restated 2015 Equity and Incentive Compensation Plan Cash Incentive Award Memorandum (TSR) and Cash Incentive Award Agreement (TSR) (filed as Exhibit 10.4 to Cliffs Form 10-Q for the period ended March 31, 2018 and incorporated herein by reference). 10.39 * Cleveland-Cliffs Inc. 2021 Equity and Incentive Compensation Plan (filed as Exhibit 10.1 to Cliffs Form 8-K on April 30, 2021 and incorporated herein by reference). 10.40 * Cleveland-Cliffs Inc. Supplemental Retirement Benefit Plan (as Amended and Restated effective October 26, 2021) (filed herewith). 10.41 Asset-Based Revolving Credit Agreement, dated as of March 13, 2020, among Cleveland-Cliffs Inc., the lenders party thereto from time to time and Bank of America, N.A., as administrative agent (filed as Exhibit 10.1 to Cliffs Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference). 10.42 First Amendment to Asset-Based Revolving Credit Agreement, dated as of March 27, 2020, among Cleveland-Cliffs Inc., the lenders party thereto from time to time and Bank of America, N.A., as administrative agent (filed as Exhibit 10.2 to Cliffs Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference). 10.43 Second Amendment to Asset-Based Revolving Credit Agreement, dated as of December 9, 2020, among Cleveland-Cliffs Inc., the lenders party thereto from time to time and Bank of America, N.A., as administrative agent (filed as Exhibit 10.42 to Cliffs Form 10-K for the period ended December 31, 2020 and incorporated herein by reference). 10.44 Third Amendment to Asset-Based Revolving Credit Agreement, dated as of December 17, 2021, among Cleveland-Cliffs Inc., the lenders party thereto from time to time and Bank of America, N.A., as administrative agent (filed as Exhibit 10.1 to Cliffs Form 8-K on December 23, 2021 and incorporated herein by reference). 21 Subsidiaries of the Registrant (filed herewith). 22 Schedule of the obligated group, including the parent and issuer and the subsidiary guarantors that have guaranteed the obligations under the 6.750% 2026 Senior Secured Notes, the 5.875% 2027 Senior Notes, the 7.000% 2027 Senior Notes, the 9.875% 2025 Senior Secured Notes, the 4.625% 2029 Senior Notes and the 4.875% 2031 Senior Notes issued by Cleveland-Cliffs Inc. (filed herewith). 23.1 Consent of Independent Registered Public Accounting Firm (filed herewith). 23.2 Consent of SLR International Corporation regarding Hibbing Taconite Property, Minnesota, USA (filed as Exhibit 23.1 to Cliffs Form 8-K on February 11, 2022 and incorporated herein by reference). 23.3 Consent of SLR International Corporation regarding Minorca Property, Minnesota, USA (filed as Exhibit 23.2 to Cliffs Form 8-K on February 11, 2022 and incorporated herein by reference). 23.4 Consent of SLR International Corporation regarding Northshore Property, Minnesota, USA (filed as Exhibit 23.3 to Cliffs Form 8-K on February 11, 2022 and incorporated herein by reference). 23.5 Consent of SLR International Corporation regarding United Taconite Property, Minnesota, USA (filed as Exhibit 23.4 to Cliffs Form 8-K on February 11, 2022 and incorporated herein by reference). 23.6 Consent of SLR International Corporation regarding Tilden Property, Michigan, USA (filed herewith). 24 Power of Attorney (filed herewith). 31.1 Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed and dated by Lourenco Goncalves as of February11, 2022 (filed herewith). 31.2 Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed and dated by Celso L. Goncalves Jr. as of February11, 2022 (filed herewith). 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Lourenco Goncalves, Chairman, President and Chief Executive Officer of Cleveland-Cliffs Inc., as of February11, 2022 (filed herewith). 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Celso L. Goncalves Jr., Executive Vice President, Chief Financial Officer of Cleveland-Cliffs Inc., as of February11, 2022 (filed herewith). 95 Mine Safety Disclosures (filed herewith). 96.1 Technical Report Summary on the Hibbing Taconite Property, Minnesota, USA, prepared for the Company by SLR International Corporation with an effective date of December 31, 2021 (filed as Exhibit 96.1 to Cliffs Form 8-K on February 11, 2022 and incorporated herein by reference). 96.2 Technical Report Summary on the Minorca Property, Minnesota, USA, prepared for the Company by SLR International Corporation with an effective date of December 31, 2021 (filed as Exhibit 96.2 to Cliffs Form 8-K on February 11, 2022 and incorporated herein by reference). 96.3 Technical Report Summary on the Northshore Property, Minnesota, USA, prepared for the Company by SLR International Corporation with an effective date of December 31, 2021 (filed as Exhibit 96.3 to Cliffs Form 8-K on February 11, 2022 and incorporated herein by reference). 96.4 Technical Report Summary on the United Taconite Property, Minnesota, USA, prepared for the Company by SLR International Corporation with an effective date of December 31, 2021 (filed as Exhibit 96.4 to Cliffs Form 8-K on February 11, 2022 and incorporated herein by reference). 96.5 Technical Report Summary on the Tilden Property, Michigan, USA, prepared for the Company by SLR International Corporation with an effective date of December 31, 2021 (filed herewith).

* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.

FUND	NUMBER OF SHARES	VALUE ($)	PUT OR CALL

DIRECTORS	AGE	BIO	OTHER DIRECTOR MEMBERSHIPS

Customers

Customer name	Ticker
Carpenter Technology Corporation	CRS

No Suppliers Found

Owner	Position	Direct Shares	Indirect Shares