Business Description

4 Information About Our Executive Officers 16 ITEM 1A. RISK FACTORS 17 ITEM 1B. UNRESOLVED STAFF COMMENTS 29 ITEM 1C. CYBERSECURITY 29 ITEM 2. PROPERTIES 31 ITEM 3. LEGAL PROCEEDINGS 40 ITEM 4. MINE SAFETY DISCLOSURES 40 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 41 ITEM 6. [Reserved] 42 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 43 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 59 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 60 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 109 ITEM 9A. CONTROLS AND PROCEDURES 109 ITEM 9B. OTHER INFORMATION 111 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 111 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 112 ITEM 11. EXECUTIVE COMPENSATION 112 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 112 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 112 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 112 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 113 ITEM 16. FORM 10-K SUMMARY 117 SIGNATURES 118 Table of Contents DEFINITIONS The following abbreviations or acronyms are used in the text. References in this report to the “Company,” “we,” “us,” “our,” “Cleveland-Cliffs” and “Cliffs” are to Cleveland-Cliffs Inc. and subsidiaries, collectively. References to “$” is to United States currency, unless otherwise stated. Abbreviation or acronym Term 2021 Equity Plan Cleveland-Cliffs Inc. 2021 Equity and Incentive Compensation Plan A&R 2015 Equity Plan Cliffs Natural Resources Inc. Amended and Restated 2015 Equity and Incentive Compensation Plan ABL Facility 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, as amended as of March 27, 2020, December 9, 2020, December 17, 2021, June 9, 2023, July 31, 2024, and September 13, 2024, and as may be further amended from time to time Adjusted EBITDA EBITDA, excluding certain items such as EBITDA of noncontrolling interests, idled facilities charges, changes in fair value of derivatives, net, currency exchange, severance, loss on extinguishment of debt, gain on sale of business, loss on disposal of assets, amortization of inventory step-up, acquisition-related costs, goodwill impairment, arbitration decision and other, net AI Artificial intelligence AK Steel AK Steel Holding Corporation (n/k/a Cleveland-Cliffs Steel Holding Corporation) and its consolidated subsidiaries, including AK Steel Corporation (n/k/a Cleveland-Cliffs Steel Corporation), its direct, wholly owned subsidiary, collectively, unless stated otherwise or the context indicates otherwise AM USA Transaction The acquisition of substantially all of the operations of the former ArcelorMittal USA LLC, its subsidiaries and certain affiliates, collectively, consummated on December 9, 2020 AOCI Accumulated other comprehensive income (loss) Arrangement Agreement Arrangement Agreement, by and between Stelco Holdings Inc., 13421422 Canada Inc. and Cleveland-Cliffs Inc., dated July 14, 2024, in respect of the Stelco Acquisition ASC Accounting Standards Codification ASU Accounting Standards Update Board The Board of Directors of Cleveland-Cliffs Inc. BOF Basic oxygen furnace CERCLA Comprehensive Environmental Response, Compensation and Liability Act of 1980 Clean Water Act Federal Water Pollution Control Act CN Canadian National Railway Company CODM Chief Operating Decision Maker Compensation Committee Compensation and Organization Committee of the Board Directors’ Plan Cleveland-Cliffs Inc. 2021 Nonemployee Directors’ Compensation Plan Dodd-Frank Act Dodd-Frank Wall Street Reform and Consumer Protection Act DOE U.S. Department of Energy EAF Electric arc furnace EBITDA Earnings before interest, taxes, depreciation and amortization Empire Iron ore mining property owned by Empire Iron Mining Partnership, an indirect, wholly owned subsidiary of Cliffs EPA U.S.…