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Item 2. Properties

2023-02-14 compared with 2022-02-11 · 133 added, 182 removed, 230 unchanged (58% of the section changed)

The following map shows the locations of our operations and offices as of December 31, 2021:

The following map shows the locations of our operations and corporate headquarters as of December 31, 2022:

CORPORATE OFFICES

We lease our corporate headquarters in Cleveland, Ohio.

We also have leased office space in West Chester, Ohio, Chicago, Illinois and Detroit, Michigan.

We own our office space located in Burns Harbor, Indiana and our Research and Innovation Center located in Middletown, Ohio.

We also have leased office space in West Chester, Ohio;

Chicago, Illinois;

and Detroit, Michigan.

We own office space located in Burns Harbor, Indiana and our Research and Innovation Center located in Middletown, Ohio.

Location Raw Material

(Tons in millions) State Iron Ore Capacity (lt) HBI Capacity (mt) Coke Capacity (nt) Coal Capacity (nt) Scrap Capacity (mt)

Hibbing Taconite MN l 7.0

Minorca MN l 3.0

Northshore MN l 5.0

Tilden MI l 7.0

United Taconite MN l 6.0

Toledo HBI OH l 1.9

Burns Harbor (Coke) IN l 1.8

Monessen PA l 0.3

Warren OH l 0.5

Princeton WV l 2.3

FPT Multiple l N/A

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Location Raw Steel Processing and Finishing

(Tons in millions) State BF-BOF EAF Configured Capacity (nt) Hot-Rolled Cold-Rolled Coated Stainless & Electrical Plate Slab & Other

Burns Harbor IN l

Burns Harbor Plate IN l

Cleveland Works OH l

Coatesville PA l

Columbus OH l

Conshohocken PA l

Coshocton OH l

Dearborn Works MI l

Gary Plate IN l

Indiana Harbor Works IN l

Mansfield Works OH l

Middletown Works OH l

Piedmont NC l

Riverdale IL l

Rockport Works IN l l l

Steelton PA l

Tek & Kote IN l l

Weirton WV l l

Zanesville OH l

STEELMAKING AND FINISHING FACILITIES

Below is a listing and description of our principal steelmaking and finishing facilities:

Burns Harbor is a fully integrated steelmaking facility located on Lake Michigan in Northwest Indiana, 50 miles southeast of Chicago.

The location allows for prime shipping access to the Port of Indiana, as well as excellent highway and railroad transport.

Burns Harbor’s major production facilities include coke plant operations, iron producing, steel producing, hot rolling, pickling, cold rolling, annealing, galvanizing, finishing and plate rolling and heat treating.

The plant operates two blast furnaces and is capable of producing hot-rolled sheet, cold-rolled sheet and hot dip galvanized sheet.

Burns Harbor is capable of producing nearly 5 million net tons of raw steel annually.

Burns Harbor serves key markets including the automotive, appliance, construction, converters, distribution and pipe and tube markets.

Burns Harbor Plate and Gary Plate are located in Burns Harbor and Gary, Indiana, respectively, and are heat treating and finishing operations producing carbon steel plate, high-strength low alloy steel plate and ASTM grades steel plate.

These operations serve the construction, distribution, energy, heavy equipment, infrastructure, military, pipe and tube, rail car and shipbuilding markets.

Butler Works is located in Butler, Pennsylvania, and produces stainless, electrical and carbon steel.

Melting takes place in an EAF that feeds an argon-oxygen decarburization unit for the specialty steels.

A ladle metallurgy furnace feeds two double-strand continuous casters, which are capable of producing 1 million net tons of raw steel annually.

Butler Works also includes a hot rolling mill, annealing and pickling units and one tandem cold rolling mill.

It also has various intermediate and finishing operations for both stainless and electrical steels.

Butler Works primarily serves the power and distribution transformers and stainless and carbon converters markets.

The Cleveland facility is an integrated steelmaking facility strategically located on the Cuyahoga River in Cleveland, Ohio, with access to the Port of Cleveland and Great Lakes shipping, as well as excellent highway and railroad transport.

The Cleveland facility is supplied with coke from our cokemaking operations in Warren, Ohio.

Cleveland's major production facilities include iron making, steel producing, hot rolling, pickle and cold rolling, and hot galvanizing.

The plant is capable of producing more than 3 million net tons of raw steel annually.

Products made at this location are hot-rolled, cold-rolled and hot-dipped galvanized sheet and semi-finished slabs.

The Cleveland facility serves the automotive, construction, converters and distribution markets.

Coatesville is a steel plate production facility located in Coatesville, Pennsylvania, about 40 miles west of Philadelphia, Pennsylvania, and has access to highways and railroads.

The facility produces steel from scrap in an EAF and is capable of producing 0.8 million net tons of raw steel annually.

The facility also operates ingot teeming facilities, a slab caster, two plate mills, heat-treating facilities, quench and temper and flame-cut shape facilities.

The Coatesville facility refines more than 450 different steel chemistries and, together with the Conshohocken facility, produces some of the widest, thickest and heaviest steel plates in the industry.

Steel plate products made at this location include carbon, high-strength low-alloy, commercial alloy, military alloy and flame-cut steel.

Coatesville serves the aircraft and aerospace, construction, distribution, energy, heavy equipment, military, mold and tool and shipbuilding markets.

Our Columbus operations include a hot-dip galvanizing facility in Columbus, Ohio, and a processing facility in nearby Obetz, Ohio.

These operations were temporarily idled due to the COVID-19 pandemic and restarted during the second quarter of 2021.

These central Ohio locations are able to utilize highway and rail transport shipping access.

Two zinc pots enable the transition between coatings to be accomplished in a timely manner while allowing for longer exposed runs.

The plant produces hot-dip galvanized sheet using cold-rolled coils supplied by other Cliffs facilities and is capable of coating 450,000 net tons annually.

The Columbus operations serve the automotive and distribution markets.

Conshohocken is a plate finishing facility located on the Schuylkill River adjacent to Philadelphia, Pennsylvania.

The area is surrounded by highway and railroad systems that provide shipping access.

Coatesville and Burns Harbor supply steel plates to the Conshohocken plant, which operates heat treat, finishing and inspection

facilities for steel plate finishing.

The Conshohocken plant has a steckel mill that is currently idled, which is capable of producing coil and discrete plates.

Conshohocken plate products are used in construction and military applications.

Coshocton Works is located in Coshocton, Ohio, and consists of a stainless steel finishing plant containing two Sendzimer mills and two Z-high mills for cold reduction, four annealing and pickling lines, bell annealing furnaces, two bright annealing lines, two temper mills, and other processing equipment, including temper rolling, slitting and a packaging line.

Coshocton Works produces various flat-rolled stainless steel products including austenitic (chrome nickel) stainless steel grades, martensitic (chrome) stainless steel grades and ferritic (chrome) stainless steel grades, serving the automotive, appliance, distribution and medical markets among others.

Dearborn Works is an integrated steelmaking facility located in Dearborn, Michigan.

The facility is strategically located in close proximity to the automotive center of Michigan with access to highway, railroad and waterway transport.

Dearborn's major production facilities include iron making, steel producing, a pickling line tandem cold mill and a hot-dipped galvanizing line.

Dearborn Works is capable of producing 3 million net tons of raw steel annually.

Products made at this location include carbon slabs, cold-rolled, and hot-dip galvanized and galvannealed sheet.

Dearborn Works serves the automotive, HVAC, converters and distribution markets.

During 2020, the Dearborn Works hot strip mill, anneal and temper operations were permanently idled as part of our cost reduction efforts.

Indiana Harbor is one of the largest integrated steelmaking facilities in North America and is located in East Chicago, Indiana, just 20 miles southeast of Chicago, Illinois.

The major production facilities include iron making, a recycle plant, steel producing, hot rolling, cold rolling, annealing, and hot dip galvanizing lines.

Indiana Harbor is currently capable of producing 5.5 million net tons of raw steel annually.

Indiana Harbor is a leader in North American development of new automotive products and is a primary supplier of coils to Kote and Tek.

Indiana Harbor serves the automotive, appliance, contractor applications, distribution, steel producers, strip converters and tubular markets.

The Kote and Tek operations are located in New Carlisle, Indiana, and receive substantially all of their feedstock from Indiana Harbor via daily unit trains.

Kote has separate lines producing 0.5 million net tons of hot-dip galvanized and galvannealed and 0.5 million net tons of electrogalvanized sheet annually.

Tek is a continuous cold-rolling plant that is capable of producing 1.7 million net tons of sheet steel annually through a continuous descale cold mill and 1.0 million net tons of sheet steel annually through a continuous annealing processing line.

The principal customers of Kote and Tek are in the automotive and appliance markets.

Mansfield Works is located in Mansfield, Ohio, and produces high chrome ferritics and martensitic stainless steels and semi-finished hot bands.

The major production facilities include a melt shop with two EAFs, an argon oxygen decarburization unit, a ladle metallurgy facility, a thin slab continuous caster, a walking beam slab furnace and a hot rolling mill.

The thin slab caster uses an advanced technology production system to meet customer specifications.

Mansfield Works is capable of producing 0.6 million net tons of raw steel annually.

Mansfield Works serves the automotive and appliance for stainless products markets.

Middletown Works is an integrated steel operation located in Middletown, Ohio, just 30 miles north of Cincinnati, Ohio with access to railroad and highway transport.

The major production facilities include a coke facility, iron making and steel producing, which is capable of producing nearly 3 million net tons of raw steel annually.

Middletown Works facilities also include hot rolling, pickling, cold rolling, electrogalvanizing, hot dip carbon and stainless aluminizing, hot dip galvanizing, annealing, and finishing facilities.

We temporarily idled the coke facility during the third quarter of 2021, as a result of our HBI use in our blast furnaces.

Products made at this location include hot-rolled and cold-rolled carbon steels, electrogalvanized steels, hot-dip galvanized products and aluminized carbon and stainless steel sheets.

Middletown Works serves the automotive, appliance, HVAC, culvert and distribution markets.

Piedmont is a finishing facility located in Newton, North Carolina, 50 miles northwest of Charlotte.

The facility specializes in plasma cutting plate steel products into blanks for machinery and automotive manufacturers and primarily serves the truck axle blank business.

Additionally, it provides services such as part leveling and just-in-time deliveries.

Riverdale is a compact strip mill that produces hot-rolled sheet located in Illinois, 14 miles west of our Indiana Harbor facility.

The location allows for close shipping access to Lake Michigan and is surrounded by highway and railroad systems.

The Riverdale facility operates two BOFs, a ladle metallurgy facility, continuous thin slab caster, tunnel furnace and hot strip mill, which are capable of producing 1 million net tons of thin-slab casting and rolling annually.

The light gauge capabilities and tight gauge tolerances are desired characteristics for line pipe and structural and mechanical tubing producers.

Principal products made at this plant include hot-rolled black bands in a

full range of grades, including high carbon and alloy.

The Riverdale facility primarily serves cold-rolled strip producers who supply the automotive, saw blade and strapping markets.

Rockport Works is located near the Ohio River in southwest Indiana near Rockport, Indiana.

Rockport Works consists of a carbon and stainless steel finishing plant containing a continuous cold rolling mill, a continuous hot-dip galvanizing and galvannealing line, a continuous carbon and stainless steel pickling line, a continuous stainless steel annealing and pickling line, hydrogen annealing facilities and a temper mill.

Utilizing innovative manufacturing technologies, the plant incorporates automated guidance vehicles and automated cranes to move the steel through the various finishing operations.

Steel produced at Rockport Works includes a full range of cold-rolled carbon, coated and stainless steels in either the annealed and pickled or temper rolled surface condition.

Product offerings include a wide variety of AHSS.

The Rockport Works hot-dip galvanizing and galvannealing line incorporates revolutionary proprietary technologies, including induction transition heating, which provides rapid, accurate annealing temperature control.

In addition, the Rockport Works line produces 80-inch sheet steel.

Rockport Works serves the automotive, appliance, HVAC and distribution for carbon and stainless markets.

Steelton is one of only three rail producers in North and South America and is located in Steelton, Pennsylvania, about 100 miles west of Philadelphia, Pennsylvania.

Steelton consists of a 150 net ton direct current EAF with ladle refining and vacuum degassing, a three-strand continuous jumbo bloom caster and an ingot teeming facility.

Steelton has an annual steelmaking capacity of 1 million net tons.

Steelton produces railroad rails, specialty blooms, cast ingots and flat bars for use in railroad and forging markets.

Our Weirton facility is a tinplate facility located on the northern panhandle of West Virginia along the Ohio River in the city of Weirton, West Virginia.

The location provides shipping access along the Ohio River, as well as highway and railroad shipping.

Products made at this location include cold-rolled and tinplate products serving the distribution and packaging markets.

Zanesville Works is located on the Muskingum River in Zanesville, Ohio.

The finishing facility's products include regular GOES and cold-rolled NOES.

These specialty flat-rolled steels enable customers to create a variety of products, including generators, transformers and a host of other electrical devices.

Zanesville Works primarily serves the power and distribution transformers markets.

In the aggregate, we have annual production capacity of approximately 23 million net tons of raw steel.

Our steelmaking facilities produced a total of 18 million net tons of raw steel during the year ended December 31, 2021.

Due to the timing of the 2020 Acquisitions and the idling of facilities in response to impacts of the COVID-19 pandemic, our steelmaking facilities produced a total of 4 million net tons of raw steel during the year ended December 31, 2020.

Our primary steel producing and finishing facilities are located across Illinois, Indiana, Michigan, Ohio, Pennsylvania and West Virginia.

We operate 7 blast furnaces and 5 EAFs on 9 properties.

Finishing is completed on site at our integrated operations or at one of our 10 stand-alone processing and finishing facilities.

In the aggregate, we have annual configured production capacity of approximately 20.5 million net tons of raw steel.

During the years ended December 31, 2022 and 2021, our steelmaking facilities produced a total of 16.8 million and 18.3 million net tons of raw steel, respectively.

We indefinitely idled our Indiana Harbor #4 blast furnace in the second quarter of 2022, which had a production capacity of 2.1 million net tons of hot metal.

The decision was based on the successful implementation of operational improvements, particularly the addition of significant amounts of HBI to the burden of our other blast furnaces and the maximization of scrap usage in BOFs.

We completed a reline of blast furnace #5 at Cleveland Works in the third quarter of 2022 along with other significant repairs and maintenance, such as work on the wastewater treatment plant and the onsite powerhouse.

A reline is generally only performed once every 20 years.

SCRAP PROCESSING FACILITIES

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These facilities are primarily located in Michigan and Ohio, which are in close proximity to our scrap consuming steel facilities.

FPT processes approximately 3 million net tons of scrap metal annually, of which approximately 50% of total output is prime grade.

During the year ended December 31, 2022, FPT processed approximately 3 million net tons of scrap metal, of which approximately 50% of total output was prime grade.

DIRECT REDUCTION PLANT

Our direct reduction plant is located in Toledo, Ohio, and is near an existing dock, has rail access and heavy haul roads for operation logistics.

Our direct reduction plant is located in Toledo, Ohio, is near an existing dock, and has rail access and heavy haul roads for operation logistics.

We are leasing the property on which the plant is located.

Our Toledo direct reduction plant, which began production in the fourth quarter of 2020, produces a specialized high quality iron alternative to scrap and pig iron.

The Toledo direct reduction plant has annual capacity of 1.9 million metric tons of HBI per year, and we reached full nameplate capacity in 2021.

This plant produces a specialized high quality iron alternative to scrap and pig iron.

It has annual capacity of 1.9 million metric tons of HBI per year.

During the years ended December 31, 2022 and 2021, our direct reduction plant produced a total of 1.6 million and 1.4 million metric tons of HBI, respectively.

IRON ORE MINES AND PELLET PLANTS

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As used in this Annual Report on Form 10-K, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with subpart 1300 of Regulation S-K.

Under subpart 1300 of Regulation S-K, mineral resources may not be classified as “mineral reserves” unless the determination has been made by a QP that the mineral resources can be the basis of an economically viable project.

30 | CLF 2022 FORM 10-K

economically viable project.

You are specifically cautioned not to assume that any part or all of the mineral deposits (including any mineral resources) in these categories will ever be converted into mineral reserves, as defined by the SEC.

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See Part I – Item 1A, Risk Factors – V.

Sustainability and Development Risks - We rely on estimates of our recoverable mineral reserves, which estimation is complex due to geological characteristics of the properties and the number of assumptions made .

Sustainability and Development Risks - We rely on estimates of our recoverable mineral reserves, which is complex due to geological characteristics of the properties and the number of assumptions made .

The information that follows relating to the Hibbing, Minorca, Northshore, Tilden and United Taconite iron ore mines is derived, for the most part, from, and in some instances is an extract from, the Technical Report Summaries relating to such properties prepared in compliance with Item 601(b)(96) and subpart 1300 of Regulation S-K.

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Following the AM USA Transaction, we now have an aggregate annual production capacity of approximately 28 million long tons of iron ore pellets, including our 85.3% share of the Hibbing mine production.

Historically, our share of production capacity was approximately 21 million long tons of iron ore pellets annually.

Our iron ore mines produce from deposits located within the Biwabik and Negaunee Iron Formation, which are classified as Lake Superior type iron formations that formed under similar sedimentary conditions in shallow marine basins approximately two billion years ago.

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(In millions of long tons) 2022 2021 2020

2021 2020 2019

United Taconite 5 5 5

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1 Tonnage shown is reflective of ownership percentage during respective periods.

2 As announced in February 2022, it is anticipated that the Northshore mine will be temporarily idled for approximately four months during 2022.

2 In the second quarter of 2022, we temporarily idled our Northshore operations.

It is anticipated that the Northshore mine will restart no earlier than the second quarter of 2023.

The following provides an overview of our iron ore properties:

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We maintain the requisite state and federal permits and are in material compliance with all material permits.

Property (Cliffs Ownership) Location Surface Rights & Mineral Leases Facilities & Condition History Book Value of Long- Lived Assets (In Millions)

(85.3%) The property is located immediately north of the city of Hibbing, MN in the center of Minnesota’s Mesabi Iron Range.

Hibbing (85.3% owned) is located immediately north of the city of Hibbing, Minnesota in the center of Minnesota’s Mesabi Iron Range.

The mining and processing operation is located between latitude 47°25’48” N and 47°31’48” N and longitude 93°04’54” W and 92°54’36” W.

Hibbing holds 30,670 acres of surface rights, of which 1,150 acres are associated with mineral leases.The majority of the mineral rights are leased.

The property is comprised of 6,640 acres of mineral leases expiring between 2022 and 2056.

Leases are maintained by making minimum prepaid royalty payments.

Mining leases routinely are renegotiated and renewed as they approach their respective expiration dates.

Open pit truck and shovel mine, a concentrator that utilizes single stage crushing, AG mills and magnetic separation to produce a magnetite concentrate, which is then delivered to an on-site pellet plant.

From the site, pellets are transported by BNSF rail to a ship loading port at Superior, Wisconsin, operated by BNSF.

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Mining began in 1976 as a joint venture between Bethlehem Steel Corporation and Steel Company of Canada.

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On December 9, 2020, as a result of the AM USA Transaction, we acquired an additional 62.3% ownership stake in the Hibbing mine and became the majority owner and mine manager.

Hibbing holds 30,670 acres of surface rights, of which 1,150 acres are associated with mineral leases.

The majority of the mineral rights are leased.

The property is comprised of 6,320 acres of mineral leases expiring between 2023 and 2056.

Leases are maintained by making minimum prepaid royalty payments.

Mining leases routinely are renegotiated and renewed as they approach their respective expiration dates.

The operation includes an open pit truck and shovel mine, a concentrator that utilizes single stage crushing, AG mills and magnetic separation to produce a magnetite concentrate, which is then delivered to an on-site pellet plant.

From the site, pellets are transported by BNSF (Burlington Northern Santa Fe, LLC) rail to a ship loading port at Superior, Wisconsin, operated by BNSF.

The book value of Hibbing's long-lived assets was $151 million as of December 31, 2022.

For more information, see Exhibit 96.1, the Technical Report Summary on the Hibbing Taconite Property, Minnesota, USA, prepared for the Company by the QP, SLR, with an effective date of December 31, 2021.

Property (Cliffs Ownership) Location Surface Rights & Mineral Leases Facilities & Condition History Book Value of Long- Lived Assets (In Millions)

(100.0%) The property is located in the center of Minnesota’s Mesabi Iron Range.

The Laurentian Pit is located near the City of Gilbert, MN at latitude 47°30'0"N and longitude 92°26’30"W, East 1 Pit is located at latitude 47°31'30"N and longitude 92°23’30"W, and East 2 Pit is located just west of the City of Biwabik at latitude 47°32'0"N and longitude 92°22’30"W.

The Minorca plant is located approximately seven miles to the northeast, near the town of Virginia, MN at latitude 47°33'30"N and longitude 92°31.5'30"W.

Minorca holds 13,690 acres of surface rights, of which 282 acres are associated with mineral leases.100% of the mineral rights are leased.

Minorca (100% owned) is located in the center of Minnesota’s Mesabi Iron Range.

The Laurentian Pit is located near the City of Gilbert, Minnesota at latitude 47°30'0"N and longitude 92°26’30"W, East 1 Pit is located at latitude 47°31'30"N and longitude 92°23’30"W, and East 2 Pit is located just west of the City of Biwabik at latitude 47°32'0"N and longitude 92°22’30"W.

The Minorca plant is located approximately seven miles to the northeast, near the town of Virginia, Minnesota at latitude 47°33'30"N and longitude 92°31.5'30"W.

Operations commenced in 1976 as an asset of Inland Steel Company.

In 1998, Ispat International purchased Inland Steel and, in 2004, merged with LNM Holdings and International Steel Group to form Mittal Steel, which in 2007 merged with Arcelor to form ArcelorMittal.

Minorca has been wholly owned by Cliffs since the 2020 AM USA Transaction.

Minorca holds 13,690 acres of surface rights, of which 282 acres are associated with mineral leases.

100% of the mineral rights are leased.

The property is comprised of 3,135 acres of mineral leases expiring between 2035 and 2056.

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Mining leases routinely are renegotiated and renewed as they approach their respective expiration dates.

This operation includes a concentrating and pelletizing facility, along with two open pit iron ore mines located approximately seven miles from the processing facilities.

The operation includes a concentrating and pelletizing facility, along with two open pit iron ore mines located approximately seven miles from the processing facilities.

The processing operations consist of a crushing facility, a three-line concentration facility and a single-line straight grate pelletizing plant.

Pellets are transported by CN rail to ports on Lake Superior.

Commenced operations in 1976 as an asset of Inland Steel Company.

In 1998, Ispat International purchased Inland Steel and, in 2004, merged with LNM Holdings and International Steel Group to form Mittal Steel, which in 2007 merged with Arcelor to form ArcelorMittal.

Minorca has been wholly owned by Cliffs since 2020 with the AM USA Transaction.

The book value of Minorca's long-lived assets was $214 million as of December 31, 2022.

For more information, see Exhibit 96.2, Technical Report Summary on the Minorca Property, Minnesota, USA, prepared for the Company by the QP, SLR, with an effective date of December 31, 2021.

Property (Cliffs Ownership) Location Surface Rights & Mineral Leases Facilities & Condition History Book Value of Long- Lived Assets (In Millions)

(100.0%) The mine is located on the northeastern edge of the Mesabi Iron Range in northeastern Minnesota, approximately four miles southeast of Babbitt, MN at latitude 47°40'12.15"N and longitude 91°53'1.28"W.

The processing facility is approximately forty one miles to the southeast and immediately adjacent to the city of Silver Bay in Lake County, MN at latitude 47°17'38.95"N and longitude 91°15'23.38"W.

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Northshore's (100% owned) mine is located on the northeastern edge of the Mesabi Iron Range in northeastern Minnesota, approximately four miles southeast of Babbitt, Minnesota at latitude 47°40'12.15"N and longitude 91°53'1.28"W.

The processing facility is approximately 41 miles to the southeast and immediately adjacent to the city of Silver Bay in Lake County, Minnesota at latitude 47°17'38.95"N and longitude 91°15'23.38"W.

Operations commenced in 1952 as an asset of the Reserve Mining Company and continued production until 1986 when Reserve Mining declared bankruptcy.

Cyprus Minerals Company purchased the facilities in 1989.

Cyprus subsequently sold the facilities to Cliffs in 1994.

Northshore holds 28,041 acres of surface rights, of which 8,966 acres are associated with mineral leases.

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Mining leases routinely are renegotiated and renewed as they approach their respective expiration dates.

Open pit truck and shovel mine where two stages of crushing occur before the ore is transported along a wholly owned 47-mile rail line to the plant site in Silver Bay.

The operation includes an open pit truck and shovel mine where two stages of crushing occur before the ore is transported along a wholly owned 47-mile rail line to the plant site in Silver Bay.

At the plant site, two additional stages of crushing occur before the ore is sent to the concentrator.

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The plant site has its own ship loading port located on Lake Superior.

Operations commenced in 1952 as an asset of the Reserve Mining Company and continued production until 1986 when Reserve Mining declared bankruptcy.

Cyprus Minerals Company purchased the facilities in 1989.

Cyprus subsequently sold the facilities to Cliffs in 1994.

The book value of Northshore's long-lived assets was $243 million as of December 31, 2022.

For more information, see Exhibit 96.3, Technical Report Summary on the Northshore Property, Minnesota, USA, prepared for the Company by the QP, SLR, with an effective date of December 31, 2021.

Property (Cliffs Ownership) Location Surface Rights & Mineral Leases Facilities & Condition History Book Value of Long- Lived Assets (In Millions)

(100.0%) The property is located in Marquette County in Michigan’s Upper Peninsula, on the Marquette Iron Range, approximately five miles south of the city of Ishpeming, MI at latitude 46° 29' N and longitude 87° 40' W.

Tilden holds 21,100 acres of surface rights and leases 2,470 acres of mineral rights expiring between 2061 and 2070.

Leases are maintained by making minimum prepaid royalty payments.

Mining leases routinely are renegotiated and renewed as they approach their respective expiration dates.

Open pit truck and shovel mine, a concentrator that utilizes single stage crushing, AG mills, and floatation to produce hematite concentrates that are then supplied to the on-site pellet plant.

From the site, pellets are transported by our LS&I rail to a ship loading port at Marquette, Michigan, operated by LS&I.

The property commenced operations in 1974 under a partnership of Algoma Steel, Stelco, J&L Steel, Wheeling-Pittsburgh Steel, Sharon Steel, and Cleveland-Cliffs Iron Company.

Tilden (100% owned) is located in Marquette County in Michigan’s Upper Peninsula, on the Marquette Iron Range, approximately five miles south of the city of Ishpeming, Michigan at latitude 46° 29' N and longitude 87° 40' W.

The property commenced operations in 1974 under a partnership of Algoma Steel, Stelco, J&L Steel, Wheeling-Pittsburgh Steel, Sharon Steel, and The Cleveland-Cliffs Iron Company.

The property has since been at least partially in the possession of a subsidiary of Cliffs.

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In 2017, Cliffs became the sole owner of Tilden.

Tilden holds 21,100 acres of surface rights and leases 2,470 acres of mineral rights expiring between 2061 and 2070.

Leases are maintained by making minimum prepaid royalty payments.

Mining leases routinely are renegotiated and renewed as they approach their respective expiration dates.

Operations include an open pit truck and shovel mine, a concentrator that utilizes single stage crushing, AG mills, and floatation to produce hematite concentrates that are then supplied to the on-site pellet plant.

From the site, pellets are transported by our LS&I (Lake Superior & Ishpeming Railroad Company) rail to a ship loading port at Marquette, Michigan, operated by LS&I.

The book value of Tilden's long-lived assets was $233 million as of December 31, 2022.

For more information, see Exhibit 96.5, Technical Report Summary on the Tilden Property, Michigan, USA, prepared for the Company by the QP, SLR, with an effective date of December 31, 2021.

Property (Cliffs Ownership) Location Surface Rights & Mineral Leases Facilities & Condition History Book Value of Long- Lived Assets (In Millions)

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UNITED TACONITE

(100%) The mine and offices are located on Minnesota's Mesabi Iron Range just north of Eveleth, MN at latitude 47°29'1.62" N, longitude 92°32'23.69" W.

United Taconite's (100% owned) mine and offices are located on Minnesota's Mesabi Iron Range just north of Eveleth, Minnesota at latitude 47°29'1.62" N, longitude 92°32'23.69" W.

The processing facilities are located approximately eight miles to the southeast.

The property commenced operations as an asset of Eveleth Taconite Company in 1965 before it was purchased by United Taconite (70% Cliffs and 30% Laiwu Steel) in December 2003.

The Property has been a wholly owned subsidiary of Cliffs since 2008.

United Taconite owns 14,199 acres of surface rights, of which 703 acres are associated with mineral leases.

An additional 145 acres of surface rights are leased from the State of Minnesota., We lease 100% of the mineral rights comprising of 4,908 acres expiring between 2037 and 2066, with the exception of the State of Minnesota mineral lease, which expires in 2027.

An additional 145 acres of surface rights are leased from the State of Minnesota.

We lease 100% of the mineral rights comprising of 4,908 acres expiring between 2037 and 2066, with the exception of the State of Minnesota mineral lease, which expires in 2027.

Leases are maintained by making minimum prepaid royalty payments.

Mining leases routinely are renegotiated and renewed as they approach their respective expiration dates.

Open pit truck and shovel mine where two stages of crushing occur before the ore is transported by rail, operated by CN, to the plant site.

Operations include an open pit truck and shovel mine where two stages of crushing occur before the ore is transported by rail, operated by CN, to the plant site.

At the plant site an additional stage of crushing occurs before the ore is sent to the concentrator.

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From the plant site, pellets are transported by CN rail to a ship loading port at Duluth, MN, operated by CN.

The property commenced operations as an asset of Eveleth Taconite Company in 1965 before it was purchased by United Taconite (70% Cliffs and 30% Laiwu Steel) in December 2003.

The Property has been a wholly owned subsidiary of Cliffs since 2008.

The book value of United Taconite's long-lived assets was $568 million as of December 31, 2022.

For more information, see Exhibit 96.4, Technical Report Summary on the United Taconite Property, Minnesota, USA, prepared for the Company by the QP, SLR, with an effective date of December 31, 2021.

5 unchanged sentences

All mineral resource estimates were reviewed and validated by the QP, SLR.

The following represents iron ore mineral resources, exclusive of mineral reserves, as of December 31, 2021:

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The following represents iron ore mineral resources, exclusive of mineral reserves, as of December 31, 2022 and 2021:

Iron Ore Mineral Resources

as of December 31, 2021

(In Millions of Long Tons)

Measured Indicated Measured + Indicated Process Inferred

Tonnage % Grade Tonnage % Grade Tonnage % Grade Recovery Tonnage % Grade

(In millions of long tons) Tonnage % Grade Tonnage % Grade Tonnage % Grade Recovery Tonnage % Grade

Total Iron Ore 1,351 22.5 1,483 23.6 2,834 23.1 31% 420 32.4

17 unchanged sentences

Mineral resources are reported at a $90.00/lt wet standard pellet price freight-on-board (FOB) Lake Superior, which is based on the mine planning model's three-year trailing average of the realized product revenue rate.

Our mineral resource estimates have not been previously disclosed.

We did not have any material changes to our mineral resources during 2022.

The material assumptions and criteria used for the mineral resource estimates, including but not limited to leases, permits and geotechnical pit design, are covered in more detail in Sections 11 through 13 of the respective Technical Report Summaries filed as Exhibits 96.1 through 96.5 to this Annual Report on Form 10-K.

11 unchanged sentences

All operations' mineral reserves have been adjusted net of production through year-end 2022.

All mineral reserve estimates as of December 31, 2021 were reviewed and validated by the QP, SLR.

All mineral reserves estimates as of December 31, 2021 were reviewed and validated by the QP, SLR.

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The following represents iron ore mineral reserves as of December 31, 2022:

1 unchanged sentence

as of December 31, 2022

(In Millions of Long Tons)

Last LoM Plan Proven Probable Proven & Probable Process

Reserve Analysis Tonnage % Grade Tonnage % Grade Tonnage % Grade Recovery

(In millions of long tons) Reserve Analysis Tonnage % Grade Tonnage % Grade Tonnage % Grade Recovery

Total Iron Ore 593 23.8 1,665 26.5 2,258 25.8 32%

19 unchanged sentences

The material assumptions and criteria used for the mineral reserves estimates, including but not limited to leases, permits and geotechnical pit design, are covered in more detail in Sections 11 through 13 of the respective Technical Report Summaries filed as Exhibits 96.1 through 96.5 to this Annual Report on Form 10-K.

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For comparison purposes, the following represents iron ore mineral reserves as of December 31, 2021:

1 unchanged sentence

as of December 31, 2021

(In Millions of Long Tons)

Proven Probable Proven & Probable Process

Tonnage % Grade Tonnage % Grade Tonnage % Grade Recovery

(In millions of long tons) Tonnage % Grade Tonnage % Grade Tonnage % Grade Recovery

Total Iron Ore 638 23.6 1,682 26.6 2,320 25.8 33%

7 unchanged sentences

1 Hibbing is reported at 85.3% based on our ownership level.

Reference point selected was the saleable tons based on the process recovery.

Reference point selected by the QP is the saleable tons based on the process recovery.

Process recovery may change based on the required saleable product mix and is reported as wet product percentage.

8 unchanged sentences

Mineral Reserves are reported at a $90.00/lt wet standard pellet price freight-on-board (FOB) Lake Superior, which is based on the mine planning model's three-year trailing average of the realized product revenue rate.

Overall, as compared to the mineral reserve estimates as of December 31, 2020, mineral reserves estimates as of December 31, 2021 decreased by 4%, which was driven by mining depletion.

The mineral reserves of Minorca, Northshore and United Taconite as of December 31, 2021 have decreased mainly due to depletion through mining, the mineral reserves for Tilden as of December 31, 2021 have decreased primarily due to the mine plan changes, and the mineral reserves for Hibbing as of December 31, 2021 have increased primarily due to the mine plan changes.

Overall, mineral reserves estimates as of December 31, 2022, as compared to the prior-year period, decreased by 3%, which was driven by mining depletion.

INTERNAL CONTROLS DISCLOSURE

14 unchanged sentences

Cliffs' QA/QC programs are site-specific and range from in-development to well-developed, long standing protocols that involve formal procedures for the use of crude material standards developed from on-site material, as well as regularly inserted coarse and concentrate duplicate samples, control chart analysis and reporting.

Cliffs typically uses internal and external labs for geometallurgical analyses that are accredited with ASQ/ANSI ISO-9001:2015 for their system of quality management.

Cliffs typically uses internal and external labs for geometallurgical analyses that are accredited with ASQ/ANSI ISO-9001:2015 (American Society for Quality/American National Standards Institute) for their system of quality management.

Quality sample results are monitored and enacted on where warranted.

1 unchanged sentence

The QP, SLR, reviewed Cliffs' QA/QC practices and provided recommendations for further work.

Where QA/QC programs are still in development and prior to resource estimation, Cliffs conducted data verification studies utilizing a suite of blind crude ore standards, and blind duplicates from historical sample reserves within the LoM plan.

Where QA/QC programs are still in

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development and prior to resource estimation, Cliffs conducted data verification studies utilizing a suite of blind crude ore standards and blind duplicates from historical sample reserves within the LoM plan.

Where unaccredited labs provided data used in resource estimation, check lab studies were initiated to verify analytical results.

Cliffs is currently working towards aligning QA/QC protocols at each mine to the Company’s current best practice.

Cliffs is currently working toward aligning QA/QC protocols at each mine to the Company’s current best practice.

Cliffs maintains exploration drill hole data in an externally-managed, access-controlled acQuire database that is backed up online at regularly scheduled intervals to provide data redundancy and security.

3 unchanged sentences

Cliffs performs routine drill hole database verification with every new drilling program and new block model build, including:

check of unique drill hole IDs and collar coordinates;

check of unique drill hole identifications and collar coordinates;

check of assay or lithology points extending past the specified maximum depth of drill hole;

24 unchanged sentences

Mining leases routinely are renegotiated and renewed as they approach their respective expiration dates.

Princeton's operations consist of two open-pit surface mines, two underground mines, a preparation plant and two rail loadouts.

Princeton's operations consist of three open-pit surface mines, two underground mines, a preparation plant and two rail loadouts.

Our Monessen and Warren facilities produce furnace coke and related by-products in Monessen, Pennsylvania and Warren, Ohio, respectively.

We also operate a cokemaking facility located within Burns Harbor.

These facilities have an aggregate annual rated capacity of 2.6 million net tons.

In 2022, our cokemaking facilities produced 2.1 million net tons of coke.

Mountain State Carbon produces furnace coke and related by-products from its plant in Follansbee, West Virginia, which consists of four batteries.

Monessen produces furnace coke and related by-products in Monessen, Pennsylvania, which was temporarily idled due to the COVID-19 pandemic and restarted production during the third quarter of 2021.

Warren produces furnace coke and related by-products from its plant in Warren, Ohio, and supplies its coke to the Cleveland facility.

We also operate cokemaking facilities located within Burns Harbor and Middletown Works.

As a result of our internal usage of HBI, coupled with our ongoing evaluation of coke use strategies, we idled our coke facility at Middletown Works during the third quarter of 2021, and we intend to permanently idle our Mountain State Carbon coke plant in the second quarter of 2022.

As a result of our internal usage of HBI, coupled with our ongoing evaluation of coke use strategies, we idled our coke facility at Middletown Works during the third quarter of 2021 and permanently closed our Mountain State Carbon coke plant in the first quarter of 2022.

OTHER BUSINESSES

Our Tubular operating segment consists of our subsidiary Tubular Components, which has plants in Walbridge, Ohio and Columbus, Indiana.

The Walbridge plant operates six electric resistance welded tube mills.

The Walbridge plant operates six electric resistance welded tube mills on owned property.

The Columbus plant operates five electric resistance welded tube mills and four high-speed cold saws on leased property.

Tubular Components shut down and ceased tube production at the Queretaro, Mexico plant in April 2021.

The high-speed cold saw that was operating at the Queretaro plant was relocated to the Columbus plant and the tube mill returned to the U.S.

is replacing an existing, older tube mill currently in operation.

Our Tooling and Stamping operating segment consists of our subsidiary Tooling and Stamping, which provides advanced-engineered solutions, tool design and build, hot- and cold-stamped steel components and complex assemblies for the automotive market across ten plants, of which certain of these are under long-term lease agreements, in Ontario, Alabama and Kentucky.

Its facilities feature seven large-bed, hot-stamping presses, providing 13 lines of production;

81 cold-stamping presses ranging from 150 net tons to 3,000 net tons of pressing capacity;

Our Tooling and Stamping operating segment consists of our subsidiary Tooling and Stamping and its related companies, which provides advanced-engineered solutions, tool design and build, hot- and cold-stamped steel components and complex assemblies for the automotive market across ten plants, of which certain of these are under long-term lease agreements, in Ontario, Alabama, Kentucky and Tennessee.

Its facilities feature eight large-bed, hot-stamping presses, providing 14 lines of production;

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stamping presses ranging from 150 net tons to 3,000 net tons of pressing capacity;

18 large-bed, high-tonnage tryout presses with prove-out capabilities for new tool builds;

and 151 multi-axis welding assembly cells.

Construction of our new facility in Tennessee is substantially complete and the facility began producing prototype components in the third quarter of 2021.

Commercial start of production at the Tennessee location is expected to begin in the second quarter of 2022.

Our newly constructed facility in Tennessee began production in the third quarter of 2022.

Our European operating segment consists of trading companies that buy and sell steel, steel products and other materials.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 2. Properties