Form SD - Specialized disclosure report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM SD

Specialized Disclosure Report

CLEVELAND-CLIFFS INC.

(Exact name of registrant as specified in its charter)

Commission File No. 1-8944

Ohio						34-1464672
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
200 Public Square, Suite 3300, Cleveland, Ohio						44114-2315
(Address of principal executive offices)						(Zip Code)

James D. Graham
Executive Vice President, Chief Legal and Administrative Officer & Secretary
Cleveland-Cliffs Inc.
200 Public Square, Suite 3300
Cleveland, Ohio 44114-2315
[phone]
(Name and telephone number, including area code, of the person to contact in connection with this report.)
Check the appropriate box to indicate the rule pursuant to which this Form is being submitted, and provide the period to which the information in this Form applies:
☐ Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, ____.
☒ Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended December 31, 2023.

---

Section 2 - Resource Extraction Issuer Disclosure

Item 2.01 Resource Extraction Issuer Disclosure and Report

Disclosure of payments by resource extraction issuers.

The payment disclosure required by this Form is included as Exhibit 2.01 to this Form SD.

Section 3 - Exhibits

Item 3.01 Exhibits

The following exhibit is filed as part of this report on Form SD.

Exhibit number			Description
2.01			Resource Extraction Payment Report

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

			CLEVELAND-CLIFFS INC.
			By:			/s/ James D. Graham
						James D. Graham
						Executive Vice President, Chief Legal and Administrative Officer & Secretary
Dated: September 20, 2024

EXHIBIT 2.01

Resource Extraction Payment Report

Resource Extraction Issuer: Cleveland-Cliffs Inc.

Reporting Year: Fiscal Year ended December 31, 2023

Currency of the report: USD

Date submitted: September 20, 2024

Payments by Payee

Figures in thousands
Country			Payee						Taxes1			Royalties			Fees			Production entitlements			Bonuses			Dividends			Payments for infrastructure improvements			Community and social responsibility payments that are required by law or contract						Totals
United States			US Federal Government						$	33,658		$	—		$	236		$	—		$	—		$	—		$	—		$	—					$	33,894
Total									$	33,658		$	—		$	236		$	—		$	—		$	—		$	—		$	—					$	33,894

Payments by Project

Figures in thousands
Country			Project			Business Segment			Subnational Jurisdiction			Resource			Method of Extraction						Taxes1			Royalties			Fees			Production entitlements			Bonuses			Dividends			Payments for infrastructure improvements			Community and social responsibility payments that are required by law or contract						Totals
United States			Michigan Iron Ore			Steelmaking			Michigan			Iron Ore			Open Pit						$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—					$	—
United States			Minnesota Iron Ore			Steelmaking			Minnesota			Iron Ore			Open Pit						—			—			—			—			—			—			—			—						—
United States			West Virginia Coal			Steelmaking			West Virginia			Coal			Open Pit / Underground Mine						657			—			236			—			—			—			—			—						893
Total																					$	33,658		$	—		$	236		$	—		$	—		$	—		$	—		$	—					$	33,894

Footnote:

1Cleveland-Cliffs Inc. (the “Company”) files a consolidated income tax return and is the entity that makes the consolidated tax payments. The vast majority of the Company’s taxable income does not relate to our resource extraction activities, as our footprint is predominantly comprised of multiple steelmaking operations that use iron ore and coal as raw materials in the steel production process. Accordingly, the Company has included $33.0 million in income tax payments to the US Federal Government within the total taxes paid, but did not allocate this amount to any specific project. The amount disclosed for the West Virginia Coal project is related to excise taxes.

Document Information	12 Months Ended
	Dec. 31, 2023
Document Information:
Document Type	2.01 SD
Amendment	false
CIK	0000764065
Registrant Name	Cleveland-Cliffs Inc.
Period End Date	Dec. 31, 2023
Reporting Currency	USD

Payments, by Category - USD ($) $ in Thousands	Taxes	Fees	Total Payments
Total	$ 33,658	$ 236	$ 33,894

Payments, by Project - 12 months ended Dec. 31, 2023 - USD ($) $ in Thousands	Taxes	Fees	Total Payments
Total	$ 33,658	$ 236	$ 33,894
West Virginia Coal [Member]
Total	$ 657	$ 236	$ 893

Payments, by Government - 12 months ended Dec. 31, 2023 - USD ($) $ in Thousands	Taxes	Fees	Total Payments
Total	$ 33,658	$ 236	$ 33,894
US Federal Government [Member]
Total	$ 33,658	$ 236	$ 33,894

Payments, Details - 12 months ended Dec. 31, 2023 - USD ($) $ in Thousands	Amount	Type	Country	Subnat. Juris.	Govt.	Project	Resource	Segment	Ext. Method
#: 1
	$ 657	Taxes	UNITED STATES	snj:US-WV	US Federal Government [Member]	West Virginia Coal [Member]	Coal [Member]	Steelmaking [Member]	Open Pit
#: 2
	$ 236	Fees	UNITED STATES	snj:US-WA	US Federal Government [Member]	West Virginia Coal [Member]	Coal [Member]	Steelmaking [Member]	Open Pit

---