13 unchanged sentences
Management conducted an assessment of the Company's internal control over financial reporting as of December 31, 2022 using the framework specified in Internal Control - Integrated Framework (2013), published by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We have excluded from our assessment the internal control over financial reporting at FPT, which was acquired on November 18, 2021, and whose assets as of December 31, 2021 constituted 5% of the Company’s consolidated total assets as of December 31, 2021, and whose revenues for the period from November 18, 2021 through December 31, 2021, inclusive, constituted less than 1% of the Company’s consolidated revenues for the year ended December 31, 2021.
Based on such assessment, management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2022.
4 unchanged sentences
There have been no changes in our internal control over financial reporting or in other factors that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: 106 | CLF 2022 FORM 10-K
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
6 unchanged sentences
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 14, 2023, expressed an unqualified opinion on those financial statements.
−Removed: As described in Management’s Report on Internal Control Over Financial Reporting , management excluded from its assessment the internal control over financial reporting at FPT, which was acquired on November 18, 2021, and whose assets as of December 31, 2021 constituted 5% of the Company’s consolidated total assets as of December 31, 2021, and whose revenues for the period from November 18, 2021 through December 31, 2021, inclusive, constituted less than 1% of the Company’s consolidated revenues for the year ended December 31, 2021.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at FPT.
BASIS FOR OPINION
17 unchanged sentences
February 14, 2023
+Added: 107 | CLF 2022 FORM 10-K
OTHER INFORMATION
1 unchanged sentence
Not applicable.
+Added: 108 | CLF 2022 FORM 10-K
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required to be furnished by this Item will be set forth in the definitive proxy statement for our 2022 Annual Meeting of Shareholders (the "Proxy Statement") under the headings "Board Meetings and Committees — Audit Committee", "Code of Business Conduct and Ethics", "Independence and Related Party Transactions", and "Information Concerning Director Nominees”, and is incorporated herein by reference and made a part hereof from the Proxy Statement.
+Added: The information required to be furnished by this Item will be set forth in the definitive proxy statement for our 2023 Annual Meeting of Shareholders (the "Proxy Statement") under the headings "Board Meetings and Committees — Audit Committee", "Code of Business Conduct and Ethics", "Independence and Related Party Transactions", "Information Concerning Director Nominees” and "Delinquent Section 16(a) Reports" and is incorporated herein by reference and made a part hereof from the Proxy Statement.
The information regarding executive officers required by this Item is set forth in Part I - ITEM 1.
8 unchanged sentences
The information required to be furnished by this Item will be set forth in the Proxy Statement under the heading “Ratification of Independent Registered Public Accounting Firm” and is incorporated herein by reference and made a part hereof from the Proxy Statement.
+Added: 109 | CLF 2022 FORM 10-K
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
13 unchanged sentences
All documents referenced below have been filed pursuant to the Securities Exchange Act of 1934 by Cleveland-Cliffs Inc., file number 1-09844, unless otherwise indicated.
−Removed: Number Exhibit
+Added: Exhibit Number Exhibit
Articles of Incorporation and Regulations of Cleveland-Cliffs Inc.
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).
−Removed: 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).
−Removed: 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).
+Added: Certificate of Amendment to Fourth Amended Articles of Incorporation of Cliffs, as filed with the Secretary of State of the 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).
+Added: Certificate of Amendment to Fourth Amended Articles of Incorporation of Cliffs, as amended, as filed with the Secretary of State of the 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).
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).
13 unchanged sentences
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).
−Removed: Number Exhibit
−Removed: Eighth Supplemental Indenture, dated as of December 19, 2017, by and between Cleveland-Cliffs Inc.
−Removed: 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).
Indenture, dated as of May 13, 2019, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S.
2 unchanged sentences
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).
+Added: Exhibit Number Exhibit
Second Supplemental Indenture, dated as of May 22, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S.
5 unchanged sentences
Fifth Supplemental Indenture, dated as of December 22, 2021, among Cleveland-Cliffs Inc., the Additional Guarantor party thereto and U.S.
−Removed: Bank National Association, as trustee (filed herewith).
+Added: Bank National Association, as trustee (filed as Exhibit 4.11 to Cliffs’ Form 10-K for the period ended December 31, 2021 and incorporated herein by reference).
Indenture, dated as of March 13, 2020, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S.
9 unchanged sentences
Fifth Supplemental Indenture, dated as of December 22, 2021, among Cleveland-Cliffs Inc., the Additional Guarantor party thereto and U.S.
−Removed: Bank National Association, as trustee and first lien notes collateral agent (filed herewith).
+Added: Bank National Association, as trustee and first lien notes collateral agent (filed as Exhibit 4.17 to Cliffs’ Form 10-K for the period ended December 31, 2021 and incorporated herein by reference).
Indenture, dated as of March 16, 2020, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S.
7 unchanged sentences
Fourth Supplemental Indenture, dated as of December 22, 2021, among Cleveland-Cliffs Inc., the Additional Guarantor party thereto and U.S.
−Removed: Bank National Association, as trustee (filed herewith).
−Removed: Number Exhibit
−Removed: Indenture, dated as of April 17, 2020, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S.
−Removed: 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).
−Removed: First Supplemental Indenture, dated as of April 24, 2020, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S.
−Removed: 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).
−Removed: Second Supplemental Indenture, dated as of May 22, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S.
−Removed: 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).
−Removed: Third Supplemental Indenture, dated as of December 9, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S.
−Removed: 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)
−Removed: Fourth Supplemental Indenture, dated as of December 18, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S.
−Removed: 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).
−Removed: Fifth Supplemental Indenture, dated as of December 22, 2021, among Cleveland-Cliffs Inc., the Additional Guarantor party thereto and U.S.
−Removed: Bank National Association, as trustee and first lien notes collateral agent (filed herewith).
+Added: Bank National Association, as trustee (filed as Exhibit 4.22 to Cliffs’ Form 10-K for the period ended December 31, 2021 and incorporated herein by reference).
Indenture, dated as of February 17, 2021, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S.
1 unchanged sentence
First Supplemental Indenture, dated as of December 22, 2021, among Cleveland-Cliffs Inc., the Additional Guarantor party thereto and U.S.
−Removed: Bank National Association, as trustee (filed herewith).
+Added: Bank National Association, as trustee (filed as Exhibit 4.30 to Cliffs’ Form 10-K for the period ended December 31, 2021 and incorporated herein by reference).
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).
Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (filed herewith).
+Added: Exhibit Number Exhibit
Material contracts
2 unchanged sentences
* Cleveland-Cliffs Inc.
−Removed: 2012 Non-Qualified Deferred Compensation Plan (Amended and Restated effective October 26, 2021) (filed herewith).
+Added: 2012 Non-Qualified Deferred Compensation Plan (Amended and Restated effective October 26, 2021) (filed as Exhibit 10.3 to Cliffs’ Form 10-K for the period ended December 31, 2021 and incorporated herein by reference).
* Form of Director and Officer Indemnification Agreement between Cleveland-Cliffs Inc.
8 unchanged sentences
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).
−Removed: Number Exhibit
* First Amendment to Trust Agreement No.
22 unchanged sentences
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).
+Added: Exhibit Number Exhibit
* Fourth Amendment to Trust Agreement No.
13 unchanged sentences
(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).
−Removed: Number Exhibit
* Second Amendment to Trust Agreement No.
1 unchanged sentence
(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).
+Added: * Separation and Release Agreement, by and between Maurice D.
+Added: Harapiak and Cleveland-Cliffs Inc., effective April 22, 2022 (filed as Exhibit 10.1 to Cliffs' Form 10-Q for the period ended June 30, 2022 and incorporated herein by reference).
* 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).
3 unchanged sentences
* Cliffs Natural Resources Inc.
−Removed: 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).
−Removed: * Form of Cliffs Natural Resources Inc.
−Removed: 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).
−Removed: * 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).
9 unchanged sentences
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).
+Added: * Form of Cleveland-Cliffs Inc.
+Added: 2021 Equity and Incentive Compensation Plan Restricted Stock Unit Award Memorandum and Restricted Stock Unit Award Agreement (filed as Exhibit 10.1 to Cliffs’ Form 10-Q for the period ended March 31, 2022 and incorporated herein by reference).
+Added: * Form of Cleveland-Cliffs Inc.
+Added: 2021 Equity and Incentive Compensation Plan Performance Share Award Memorandum (TSR) and Performance Share Award Agreement (filed as Exhibit 10.2 to Cliffs’ Form 10-Q for the period ended March 31, 2022 and incorporated herein by reference).
+Added: * Form of Cleveland-Cliffs Inc.
+Added: 2021 Equity and Incentive Compensation Plan Cash Incentive Award Memorandum (TSR) and Cash Incentive Award Agreement (TSR) (filed as Exhibit 10.3 to Cliffs’ Form 10-Q for the period ended March 31, 2022 and incorporated herein by reference).
+Added: Exhibit Number Exhibit
* Cleveland-Cliffs Inc.
−Removed: Supplemental Retirement Benefit Plan (as Amended and Restated effective October 26, 2021) (filed herewith).
+Added: Supplemental Retirement Benefit Plan (as Amended and Restated effective October 26, 2021) (filed as Exhibit 10.40 to Cliffs’ Form 10-K for the period ended December 31, 2021 and incorporated herein by reference).
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).
3 unchanged sentences
Subsidiaries of the Registrant (filed herewith).
−Removed: 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.
+Added: 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 4.625% 2029 Senior Notes and the 4.875% 2031 Senior Notes issued by Cleveland-Cliffs Inc.
(filed herewith).
Consent of Independent Registered Public Accounting Firm (filed herewith).
−Removed: Number Exhibit
−Removed: 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).
−Removed: 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).
−Removed: 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).
−Removed: 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).
−Removed: Consent of SLR International Corporation regarding Tilden Property, Michigan, USA (filed herewith).
+Added: Consent of SLR Consulting US LLC (f/k/a SLR International Corporation) regarding Hibbing Taconite Property, Minnesota, USA (filed herewith).
+Added: Consent of SLR Consulting US LLC (f/k/a SLR International Corporation) regarding Minorca Property, Minnesota, USA (filed herewith).
+Added: Consent of SLR Consulting US LLC (f/k/a SLR International Corporation) regarding Northshore Property, Minnesota, USA (filed herewith).
+Added: Consent of SLR Consulting US LLC (f/k/a SLR International Corporation) regarding United Taconite Property, Minnesota, USA (filed herewith).
+Added: Consent of SLR Consulting US LLC (f/k/a SLR International Corporation) regarding Tilden Property, Michigan, USA (filed herewith).
Power of Attorney (filed herewith).
15 unchanged sentences
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).
−Removed: 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).
+Added: Exhibit Number Exhibit
+Added: 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 as Exhibit 96.5 to Cliffs’ Form 10-K for the period ended December 31, 2021 and incorporated herein by reference).
101 The following financial information from Cleveland-Cliffs Inc.'s Annual Report on Form 10-K for the year ended December 31, 2022 formatted in Inline XBRL (Extensible Business Reporting Language) includes:
35 unchanged sentences
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.