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
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Ohio
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34-1464672
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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200 Public
Square, Suite 3300, Cleveland, Ohio
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44114-2315
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(Address of principal
executive offices)
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(Zip Code)
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James D.
Graham
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Executive
Vice President, Chief Legal Officer and Secretary
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Cleveland-Cliffs
Inc.
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200 Public
Square, Suite 3300
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Cleveland,
Ohio 44114-2315
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(216)
694-5700
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(Name and telephone number,
including area code, of the person to contact in connection with
this report.)
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Check the appropriate box to
indicate the rule pursuant to which this form is being filed, and
provide the period to which the information in this form
applies:
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x Rule 13p-1 under
the Securities Exchange Act (17 CFR 240.13p-1) for the reporting
period from January 1 to December 31, 2019.
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Section 1 -
Conflict Minerals Disclosure
Item
1.01 Conflict
Minerals Disclosure and Report
This report on
Form SD for the reporting period from January 1, 2019 to
December 31, 2019 (the “Reporting Period”), issued pursuant to
Section 13(p) of the Securities Exchange Act of 1934, as amended,
Rule 13p-1 and the related rules and guidance promulgated by the
Securities and Exchange Commission (collectively, the “Conflict
Minerals Rules”), is submitted by Cleveland-Cliffs Inc., on behalf
of itself and its consolidated subsidiaries, including its
100%-owned indirect subsidiary, AK Steel Corporation (collectively,
the “Company”). The purpose of this filing is to comply with the
reporting and disclosure requirements related to conflict minerals
as directed by the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010. For purposes of this report, the term
“Conflict Minerals” means:
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(1)
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Columbite-tantalite (coltan),
cassiterite, gold, wolframite, or their derivatives, which are
limited to tantalum, tin, and tungsten, unless the Secretary of
State of the United States determines that additional derivatives
are financing conflict in the Democratic Republic of the Congo or
an adjoining country (collectively, “Covered Countries”);
or
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(2)
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Any other mineral
or its derivatives determined by the Secretary of State of the
United States to be financing conflict in Covered
Countries.
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Conflict
Minerals Disclosure
Conflict Minerals
are not necessary to the functionality or production of the vast
majority of the products manufactured by the Company. The Company’s
efforts related to the identification of Conflict Minerals in its
products involved cross-functional collaboration among several of
the Company’s departments, including the Research and Development,
Quality, Purchasing and Legal departments, to review the
specifications of its products and whether any Conflict Minerals
were necessary to the functionality or production of such products.
In addition, the Company engaged in due diligence with respect to
third-party materials purchased by the Company to determine whether
the chemical composition of such materials included any Conflict
Minerals. As a result of this process, the Company determined that
the only Conflict Mineral necessary to the functionality or
production of certain of the Company's electrical steel grades and
electrodeposition coating service for metal parts (collectively,
the “Covered Products”) during the Reporting Period was
tin.
Following this
determination, the Company conducted a detailed review of the ways
in which tin entered the Company’s supply chain and was used by the
Company during the Reporting Period. This review established that
the Company used tin in two forms during the Reporting Period: tin
included in recycled or scrap metal and tin in refined forms from
mined sources of tin. Because not all of the tin used by the
Company in the Covered Products during the Reporting Period was
from scrap sources, it undertook in good faith a reasonable country
of origin inquiry to determine the ultimate source of the non-scrap
tin used in its operations and whether any of its tin originated or
was processed in the Covered Countries.
The Company
engaged in a thorough reasonable country of origin inquiry of its
supply chain to determine the mines and smelters from which its
non-scrap tin originated and the various points of custody of such
tin prior to being consumed in the Company’s operations. In
executing this inquiry, the Company modeled its process after the
framework of the OECD Due
Diligence Guidance for Responsible Supply Chains of Minerals from
Conflict-Affected and High-Risk Areas. Among other things, this
effort included: (i) contacting suppliers from whom the
Company purchased non-scrap sources of tin or other potential
tin-containing materials and discussing with such suppliers’
relevant personnel the source and chain of
custody of the
tin or other potential tin-containing materials prior to its
delivery to the respective supplier and the Company; (ii) obtaining
certifications or other forms of reasonable assurance from
suppliers of tin or other potential tin-containing materials that
the tin or other potential tin-containing materials delivered to
the Company during the Reporting Period did not originate in or
contain tin from Covered Countries; (iii) requesting suppliers
from whom the Company purchases non-scrap tin or other potential
tin-containing materials to complete the Conflict Mineral Reporting
Template of the Responsible Minerals Initiative (“RMI”), which
includes disclosure as to any mine and/or smelter from which any
non-scrap tin originated or was processed; and (iv) reviewing the
Company’s sources of non-scrap tin against the RMI’s Responsible
Minerals Assurance Process (“RMAP”) list of smelters that are
compliant with the RMAP’s responsible mineral sourcing validation
program to determine whether the Company’s sources of non-scrap tin
were in compliance with the RMAP validation program.
Since the Company
does not have direct contractual relationships with smelters and
refiners, it relies on its suppliers to gather and provide specific
information about the origin of any Conflict Minerals (or products
containing Conflict Minerals) supplied to the Company. Following
its receipt of responses from its suppliers of non-scrap tin or
other potential tin-containing materials, the Company gave further
guidance to any suppliers that initially provided incomplete
information or company-wide information and requested such
suppliers complete an updated product-specific Conflict Minerals
Reporting Template or provide an alternate reasonable form of
assurance regarding the sources of any non-scrap tin or other
potential tin-containing materials in their products supplied to
the Company. In accordance with the Conflict Minerals Rules, the
Company intends to continue to monitor and work with its suppliers
proactively to verify the origin of any Conflict Minerals in its
supply chain.
As a result of
the Company’s review of the Covered Products, evaluation of its
sources of tin and the reasonable country of origin inquiry it
conducted in good faith with respect to such sources, the Company
determined that to the best of its knowledge the tin included in
the Covered Products during the Reporting Period (a) was from
recycled or scrap sources or (b) originated from countries
other than the Covered Countries.
A copy of this
Conflict Minerals disclosure is also available in the “Investors”
section, “SEC Filings” subsection, of the Company’s website at
www.clevelandcliffs.com. The content of any website referred to in
this report is included for general information only and is not
considered incorporated by reference in this 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.
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CLEVELAND-CLIFFS
INC.
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By:
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/s/ James D.
Graham
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James D. Graham
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Executive Vice President,
Chief Legal Officer & Secretary
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Dated: May 29,
2020
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