clf-20201207


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As previously disclosed by Cleveland-Cliffs Inc. (the "Company") under Item 2.01 of its Current Report on Form 8-K filed on December 9, 2020 (the "Original 8-K"), on December 9, 2020, pursuant to the terms of the Transaction Agreement, dated as of September 28, 2020, by and between Cleveland-Cliffs Inc., an Ohio corporation (the "Company"), and ArcelorMittal S.A., an entity formed under Luxembourg law, ArcelorMittal S.A. sold substantially all of the operations of ArcelorMittal S.A.'s former wholly-owned subsidiary ArcelorMittal USA LLC, a Delaware limited liability company, its subsidiaries and certain affiliates (collectively “ArcelorMittal USA”) to Cliffs. In connection with the closing of the AM USA Transaction, as contemplated by the terms of the Transaction Agreement, ArcelorMittal S.A.'s joint venture partner in the I/N Kote and I/N Tek joint ventures (collectively, the "I/N JVs") exercised its put rights pursuant to the terms of the I/N JVs joint venture agreements. As a result, the Company purchased all of such joint venture partner's interests in the I/N JVs. Following the closing of the AM USA Transaction, the Company, through its subsidiaries, owns 100% of the interests in the I/N JVs. Together we refer to these transactions as the "AM USA Transaction".


(a)Financial Statements of Business Acquired.
The following audited and unaudited financial statements as required by Item 9.01(a) are attached hereto as Exhibits to this Current Report on Form 8-K/A and are incorporated by reference herein:
(i)						Exhibit 99.1 – The audited combined consolidated financial statements of ArcelorMittal USA LLC and Affiliates as of December 31, 2019 and 2018 and for the years then ended, and the notes related thereto.
(ii)						Exhibit 99.2 – The unaudited condensed combined consolidated financial statements of ArcelorMittal USA LLC and Affiliates as of September 30, 2020 and for the nine-months ended September 30, 2020 and 2019, and the notes related thereto.
(iii)						Exhibit 99.3 – The audited financial statements of I/N Kote (a partnership between subsidiaries of ArcelorMittal USA LLC and Nippon Steel Corporation) (“I/N Kote”) as of December 31, 2019 and 2018 and for the years then ended, and the notes related thereto.
(iv)						Exhibit 99.4 – The unaudited condensed financial statements of I/N Kote as of September 30, 2020 and for the nine-months ended September 30, 2020 and 2019, and the notes related thereto.
(v)						Exhibit 99.5 – The audited financial statements of I/N Tek (a partnership between subsidiaries of ArcelorMittal USA LLC and Nippon Steel Corporation) (“I/N Tek”) as of December 31, 2019 and 2018 and for the years then ended, and the notes related thereto.
(vi)						Exhibit 99.6 – The unaudited condensed financial statements of I/N Tek as of September 30, 2020 and for the nine-months ended September 30, 2020 and 2019, and the notes related thereto.
(b)Pro Forma Financial Information.
The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2019 and the nine months ended September 30, 2020 give effect to the AM USA Transaction as if it had been consummated on January 1, 2019. The unaudited pro forma condensed combined statement of financial position as of September 30, 2020 has been prepared to give effect to the AM USA Transaction as if it had been consummated on September 30, 2020. The unaudited pro forma combined financial information, and the notes related thereto, are incorporated by reference as Exhibit 99.7 to this Current Report on Form 8-K/A and into this Item 9.01(b).


Exhibit Number						Description

23.1*						Consent of Deloitte & Touche LLP related to ArcelorMittal USA LLC and Affiliates
23.2*						Consent of Deloitte & Touche LLP related to I/N Kote
23.3*						Consent of Deloitte & Touche LLP related to I/N Tek
99.1*						The audited combined consolidated financial statements of ArcelorMittal USA LLC and Affiliates as of December 31, 2019 and 2018 and for the years then ended, and the notes related thereto.
99.2*						The unaudited condensed combined consolidated financial statements of ArcelorMittal USA LLC and Affiliates as of September 30, 2020 and for the nine-months ended September 30, 2020 and 2019, and the notes related thereto.
99.3*						The audited financial statements of I/N Kote as of December 31, 2019 and 2018 and for the years then ended, and the notes related thereto.
99.4*						The unaudited condensed financial statements of I/N Kote as of September 30, 2020 and for the nine-months ended September 30, 2020 and 2019, and the notes related thereto.
99.5*						The audited financial statements of I/N Tek as of December 31, 2019 and 2018 and for the years then ended, and the notes related thereto.
99.6*						The unaudited condensed financial statements of I/N Tek as of September 30, 2020 and for the nine-months ended September 30, 2020 and 2019, and the notes related thereto.
99.7*						The unaudited pro forma condensed combined statement of financial position as of September 30, 2020 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2019 and the nine months ended September 30, 2020, and the notes related thereto.
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
*						Filed herein



		CLEVELAND-CLIFFS INC.

Date:	February 8, 2021	By:	/s/ James D. Graham
		Name:	James D. Graham
		Title:	Executive Vice President, Chief Legal Officer & Secretary


Not Applicable
(Former name or former address, if changed since last report)