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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cleveland Cliffs Inc | NYSE:CLF | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.43 | 2.49% | 17.71 | 17.66 | 17.305 | 17.44 | 6,880,940 | 01:00:00 |
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, 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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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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(Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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TABLE OF CONTENTS
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Page Number
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DEFINITIONS
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PART I - FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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Statements of Unaudited Condensed Consolidated Financial Position as of March 31, 2018 and December 31, 2017
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Statements of Unaudited Condensed Consolidated Operations for the Three Months Ended March 31, 2018 and 2017
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Statements of Unaudited Condensed Consolidated Comprehensive Loss for the Three Months Ended March 31, 2018 and 2017
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Statements of Unaudited Condensed Consolidated Cash Flows for the Three Months Ended March 31, 2018 and 2017
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Notes to Unaudited Condensed Consolidated Financial Statements
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 4.
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Controls and Procedures
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PART II - OTHER INFORMATION
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Item 1.
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Legal Proceedings
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Item 1A.
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Risk Factors
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Other Information
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Item 6.
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Exhibits
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Signatures
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Abbreviation or acronym
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Term
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A&R 2015 Equity Plan
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Amended and Restated Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan
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ABL Facility
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Amended and Restated Syndicated Facility Agreement by and among Bank of America, N.A., as Administrative Agent and Australian Security Trustee, the Lenders that are parties hereto, as the Lenders, Cleveland-Cliffs Inc., as Parent and a Borrower, and the Subsidiaries of Parent party hereto, as Borrowers dated as of March 30, 2015, and Amended and Restated as of February 28, 2018
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Adjusted EBITDA
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EBITDA excluding certain items such as impairment of inventory and long-lived assets, severance and retention costs, impacts of discontinued operations, foreign currency exchange remeasurement, and extinguishment of debt
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ArcelorMittal
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ArcelorMittal (as the parent company of ArcelorMittal Mines Canada, ArcelorMittal USA and ArcelorMittal Dofasco, as well as, many other subsidiaries)
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ALJ
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Administrative Law Judge
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AMT
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Alternative Minimum Tax
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ASC
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Accounting Standards Codification
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ASU
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Accounting Standards Update
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Bloom Lake Group
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Bloom Lake General Partner Limited and certain of its affiliates, including Cliffs Quebec Iron Mining ULC
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Canadian Entities
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Bloom Lake Group, Wabush Group and certain other wholly-owned Canadian subsidiaries
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CCAA
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Companies' Creditors Arrangement Act (Canada)
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Dodd-Frank Act
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Dodd-Frank Wall Street Reform and Consumer Protection Act
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DR-grade
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Direct Reduction-grade
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EBITDA
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Earnings before interest, taxes, depreciation and amortization
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Empire
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Empire Iron Mining Partnership
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Exchange Act
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Securities Exchange Act of 1934, as amended
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FASB
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Financial Accounting Standards Board
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Fe
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Iron
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FERC
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Federal Energy Regulatory Commission
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FMSH Act
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U.S. Federal Mine Safety and Health Act 1977, as amended
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GAAP
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Accounting principles generally accepted in the United States
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HBI
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Hot briquetted iron
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Hibbing
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Hibbing Taconite Company, an unincorporated joint venture
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Koolyanobbing
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Collective term for the operating deposits at Koolyanobbing, Mount Jackson and Windarling
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Long ton
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2,240 pounds
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LTVSMC
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LTV Steel Mining Company
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Metric ton
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2,205 pounds
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MISO
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Midcontinent Independent System Operator, Inc.
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MMBtu
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Million British Thermal Units
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MSHA
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U.S. Mine Safety and Health Administration
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Monitor
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FTI Consulting Canada Inc.
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Net ton
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2,000 pounds
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Northshore
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Northshore Mining Company
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OPEB
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Other postretirement employment benefits
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Platts 62% Price
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Platts IODEX 62% Fe Fines Spot Price
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SEC
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U.S. Securities and Exchange Commission
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SG&A
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Selling, general and administrative
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Securities Act
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Securities Act of 1933, as amended
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SSR
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System Support Resource
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Tilden
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Tilden Mining Company L.C.
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Topic 606
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ASC Topic 606, Revenue from Contracts with Customers
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TSR
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Total Shareholder Return
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United Taconite
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United Taconite LLC
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U.S.
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United States of America
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U.S. Steel
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U.S Steel Corporation and all subsidiaries
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Wabush Group
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Wabush Iron Co. Limited and Wabush Resources Inc., and certain of its affiliates, including Wabush Mines (an unincorporated joint venture of Wabush Iron Co. Limited and Wabush Resources Inc.), Arnaud Railway Company and Wabush Lake Railway Company
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Item 1.
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Financial Statements
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(In Millions)
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||||||
|
March 31,
2018 |
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December 31,
2017 |
||||
ASSETS
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CURRENT ASSETS
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Cash and cash equivalents
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$
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786.6
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$
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1,007.7
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Accounts receivable, net
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47.2
|
|
|
140.6
|
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||
Inventories
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324.4
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183.4
|
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Supplies and other inventories
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81.7
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93.9
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Derivative assets
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93.6
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39.4
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Loans to and accounts receivable from the Canadian Entities
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50.4
|
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51.6
|
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||
Other current assets
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28.5
|
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28.0
|
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TOTAL CURRENT ASSETS
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1,412.4
|
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1,544.6
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PROPERTY, PLANT AND EQUIPMENT, NET
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1,047.3
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1,051.0
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OTHER ASSETS
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Deposits for property, plant and equipment
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74.1
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17.8
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Income tax receivable
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219.9
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235.3
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Other non-current assets
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109.2
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104.7
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TOTAL OTHER ASSETS
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403.2
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357.8
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TOTAL ASSETS
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$
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2,862.9
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$
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2,953.4
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(In Millions, Except Per Share Amounts)
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Three Months Ended
March 31, |
||||||
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2018
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2017
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REVENUES FROM PRODUCT SALES AND SERVICES
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Product
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$
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220.7
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$
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412.8
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Freight and venture partners' cost reimbursements
|
18.3
|
|
|
48.8
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||
|
239.0
|
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461.6
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COST OF GOODS SOLD AND OPERATING EXPENSES
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(242.6
|
)
|
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(365.3
|
)
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SALES MARGIN
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(3.6
|
)
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96.3
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OTHER OPERATING INCOME (EXPENSE)
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Selling, general and administrative expenses
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(27.7
|
)
|
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(27.7
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)
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Miscellaneous – net
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(8.7
|
)
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11.5
|
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||
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(36.4
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)
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(16.2
|
)
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OPERATING INCOME (LOSS)
|
(40.0
|
)
|
|
80.1
|
|
||
OTHER INCOME (EXPENSE)
|
|
|
|
||||
Interest expense, net
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(33.5
|
)
|
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(42.8
|
)
|
||
Loss on extinguishment of debt
|
—
|
|
|
(71.9
|
)
|
||
Other non-operating income
|
4.4
|
|
|
2.5
|
|
||
|
(29.1
|
)
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|
(112.2
|
)
|
||
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(69.1
|
)
|
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(32.1
|
)
|
||
INCOME TAX BENEFIT (EXPENSE)
|
(15.7
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)
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1.8
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LOSS FROM CONTINUING OPERATIONS
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(84.8
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)
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(30.3
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)
|
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INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX
|
0.5
|
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|
0.5
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NET LOSS
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(84.3
|
)
|
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(29.8
|
)
|
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LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST
|
—
|
|
|
1.7
|
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NET LOSS ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
|
$
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(84.3
|
)
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$
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(28.1
|
)
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LOSS PER COMMON SHARE ATTRIBUTABLE TO CLIFFS SHAREHOLDERS – BASIC
|
|
|
|
||||
Continuing operations
|
$
|
(0.29
|
)
|
|
$
|
(0.11
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
||
|
$
|
(0.29
|
)
|
|
$
|
(0.11
|
)
|
LOSS PER COMMON SHARE ATTRIBUTABLE TO CLIFFS SHAREHOLDERS – DILUTED
|
|
|
|
||||
Continuing operations
|
$
|
(0.29
|
)
|
|
$
|
(0.11
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
||
|
$
|
(0.29
|
)
|
|
$
|
(0.11
|
)
|
AVERAGE NUMBER OF SHARES (IN THOUSANDS)
|
|
|
|
||||
Basic
|
297,266
|
|
|
265,164
|
|
||
Diluted
|
297,266
|
|
|
265,164
|
|
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(In Millions)
|
||||||
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
NET LOSS ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
|
$
|
(84.3
|
)
|
|
$
|
(28.1
|
)
|
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
||||
Changes in pension and other post-retirement benefits, net of tax
|
6.7
|
|
|
4.7
|
|
||
Unrealized net gain (loss) on foreign currency translation
|
0.7
|
|
|
(12.7
|
)
|
||
Unrealized net gain on derivative financial instruments, net of tax
|
0.3
|
|
|
—
|
|
||
OTHER COMPREHENSIVE INCOME (LOSS)
|
7.7
|
|
|
(8.0
|
)
|
||
OTHER COMPREHENSIVE LOSS ATTRIBUTABLE TO THE NONCONTROLLING INTEREST
|
—
|
|
|
5.0
|
|
||
TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
|
$
|
(76.6
|
)
|
|
$
|
(31.1
|
)
|
|
(In Millions)
|
||||||
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net loss
|
$
|
(84.3
|
)
|
|
$
|
(29.8
|
)
|
Adjustments to reconcile net loss to net cash used by operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
23.9
|
|
|
23.2
|
|
||
Loss on extinguishment/restructuring of debt
|
—
|
|
|
71.9
|
|
||
Gain on derivatives
|
(40.8
|
)
|
|
(17.7
|
)
|
||
Other
|
25.9
|
|
|
0.8
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables and other assets
|
196.3
|
|
|
86.5
|
|
||
Inventories
|
(193.0
|
)
|
|
(70.0
|
)
|
||
Payables, accrued expenses and other liabilities
|
(70.9
|
)
|
|
(90.0
|
)
|
||
Net cash used by operating activities
|
(142.9
|
)
|
|
(25.1
|
)
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Purchase of property, plant and equipment
|
(12.4
|
)
|
|
(25.9
|
)
|
||
Deposits for property, plant and equipment
|
(59.0
|
)
|
|
(2.0
|
)
|
||
Other investing activities
|
—
|
|
|
0.5
|
|
||
Net cash used by investing activities
|
(71.4
|
)
|
|
(27.4
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from issuance of debt
|
—
|
|
|
500.0
|
|
||
Debt issuance costs
|
(1.5
|
)
|
|
(8.5
|
)
|
||
Net proceeds from issuance of common shares
|
—
|
|
|
661.3
|
|
||
Repurchase of debt
|
—
|
|
|
(1,115.5
|
)
|
||
Distributions of partnership equity
|
—
|
|
|
(8.7
|
)
|
||
Other financing activities
|
(5.5
|
)
|
|
(5.6
|
)
|
||
Net cash provided (used) by financing activities
|
(7.0
|
)
|
|
23.0
|
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
0.2
|
|
|
1.4
|
|
||
DECREASE IN CASH AND CASH EQUIVALENTS
|
(221.1
|
)
|
|
(28.1
|
)
|
||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
1,007.7
|
|
|
323.4
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
786.6
|
|
|
$
|
295.3
|
|
|
(In Millions)
|
||||||
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net Loss
|
$
|
(84.3
|
)
|
|
$
|
(29.8
|
)
|
Less:
|
|
|
|
||||
Interest expense, net
|
(33.5
|
)
|
|
(42.8
|
)
|
||
Income tax benefit (expense)
|
(15.7
|
)
|
|
1.8
|
|
||
Depreciation, depletion and amortization
|
(23.9
|
)
|
|
(23.2
|
)
|
||
EBITDA
|
$
|
(11.2
|
)
|
|
$
|
34.4
|
|
Less:
|
|
|
|
||||
Inventory impairments
|
$
|
(18.9
|
)
|
|
$
|
—
|
|
Impairment of long-lived assets
|
(2.6
|
)
|
|
—
|
|
||
Severance and retention costs
|
(1.5
|
)
|
|
—
|
|
||
Impact of discontinued operations
|
0.5
|
|
|
0.5
|
|
||
Foreign exchange remeasurement
|
(0.3
|
)
|
|
13.6
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
(71.9
|
)
|
||
Adjusted EBITDA
|
$
|
11.6
|
|
|
$
|
92.2
|
|
|
|
|
|
||||
EBITDA
|
|
|
|
||||
U.S. Iron Ore
|
$
|
72.5
|
|
|
$
|
57.9
|
|
Asia Pacific Iron Ore
|
(63.7
|
)
|
|
51.4
|
|
||
Other
|
(20.0
|
)
|
|
(74.9
|
)
|
||
Total EBITDA
|
$
|
(11.2
|
)
|
|
$
|
34.4
|
|
|
|
|
|
||||
Adjusted EBITDA:
|
|
|
|
||||
U.S. Iron Ore
|
$
|
77.1
|
|
|
$
|
64.1
|
|
Asia Pacific Iron Ore
|
(39.6
|
)
|
|
53.8
|
|
||
Other
|
(25.9
|
)
|
|
(25.7
|
)
|
||
Total Adjusted EBITDA
|
$
|
11.6
|
|
|
$
|
92.2
|
|
|
|
(In Millions)
|
||||||||||||||||||||||
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
Segment
|
|
Finished Goods
|
|
Work-in Process
|
|
Total Inventory
|
|
Finished Goods
|
|
Work-in Process
|
|
Total
Inventory
|
||||||||||||
U.S. Iron Ore
|
|
$
|
267.2
|
|
|
$
|
36.0
|
|
|
$
|
303.2
|
|
|
$
|
127.1
|
|
|
$
|
11.3
|
|
|
$
|
138.4
|
|
Asia Pacific Iron Ore
|
|
20.2
|
|
|
1.0
|
|
|
21.2
|
|
|
33.3
|
|
|
11.7
|
|
|
45.0
|
|
||||||
Total
|
|
$
|
287.4
|
|
|
$
|
37.0
|
|
|
$
|
324.4
|
|
|
$
|
160.4
|
|
|
$
|
23.0
|
|
|
$
|
183.4
|
|
|
(In Millions)
|
||||||
|
March 31,
2018 |
|
December 31,
2017 |
||||
Land rights and mineral rights
|
$
|
549.6
|
|
|
$
|
549.6
|
|
Office and information technology
|
66.3
|
|
|
66.3
|
|
||
Buildings
|
85.5
|
|
|
86.8
|
|
||
Mining equipment
|
594.0
|
|
|
594.4
|
|
||
Processing equipment
|
619.8
|
|
|
617.0
|
|
||
Electric power facilities
|
57.0
|
|
|
57.0
|
|
||
Land improvements
|
23.6
|
|
|
23.7
|
|
||
Asset retirement obligation
|
16.9
|
|
|
19.2
|
|
||
Other
|
30.3
|
|
|
30.3
|
|
||
Construction in-progress
|
48.1
|
|
|
35.1
|
|
||
|
2,091.1
|
|
|
2,079.4
|
|
||
Allowance for depreciation and depletion
|
(1,043.8
|
)
|
|
(1,028.4
|
)
|
||
|
$
|
1,047.3
|
|
|
$
|
1,051.0
|
|
(In Millions)
|
||||||||||||||||||
March 31, 2018
|
||||||||||||||||||
Debt Instrument
|
|
Annual Effective
Interest Rate
|
|
Total Principal Amount
|
|
Debt Issuance Costs
|
|
Unamortized Discounts
|
|
Total Debt
|
||||||||
Secured Notes
|
|
|
|
|
|
|
|
|
|
|
||||||||
$400 Million 4.875% 2024 Senior Notes
|
|
5.00%
|
|
$
|
400.0
|
|
|
$
|
(6.7
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
390.8
|
|
Unsecured Notes
|
|
|
|
|
|
|
|
|
|
|
||||||||
$400 Million 5.90% 2020 Senior Notes
|
|
5.98%
|
|
88.9
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
88.6
|
|
||||
$500 Million 4.80% 2020 Senior Notes
|
|
4.83%
|
|
122.4
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
122.1
|
|
||||
$700 Million 4.875% 2021 Senior Notes
|
|
4.89%
|
|
138.4
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
138.0
|
|
||||
$316.25 Million 1.50% 2025 Convertible Senior Notes
|
|
6.26%
|
|
316.3
|
|
|
(6.3
|
)
|
|
(83.2
|
)
|
|
226.8
|
|
||||
$1.075 Billion 5.75% 2025 Senior Notes
|
|
6.01%
|
|
1,075.0
|
|
|
(11.1
|
)
|
|
(16.0
|
)
|
|
1,047.9
|
|
||||
$800 Million 6.25% 2040 Senior Notes
|
|
6.34%
|
|
298.4
|
|
|
(2.3
|
)
|
|
(3.4
|
)
|
|
292.7
|
|
||||
ABL Facility
|
|
N/A
|
|
450.0
|
|
|
N/A
|
|
|
N/A
|
|
|
—
|
|
||||
Fair Value Adjustment to Interest Rate Hedge
|
|
|
|
|
|
|
|
|
|
1.3
|
|
|||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
$
|
2,308.2
|
|
(In Millions)
|
||||||||||||||||||
December 31, 2017
|
||||||||||||||||||
Debt Instrument
|
|
Annual Effective
Interest Rate
|
|
Total Principal Amount
|
|
Debt Issuance Costs
|
|
Unamortized Discounts
|
|
Total Debt
|
||||||||
Secured Notes
|
|
|
|
|
|
|
|
|
|
|
||||||||
$400 Million 4.875% 2024 Senior Notes
|
|
5.00%
|
|
$
|
400.0
|
|
|
$
|
(7.1
|
)
|
|
$
|
(2.6
|
)
|
|
$
|
390.3
|
|
Unsecured Notes
|
|
|
|
|
|
|
|
|
|
|
||||||||
$400 Million 5.90% 2020 Senior Notes
|
|
5.98%
|
|
88.9
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
88.6
|
|
||||
$500 Million 4.80% 2020 Senior Notes
|
|
4.83%
|
|
122.4
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
122.0
|
|
||||
$700 Million 4.875% 2021 Senior Notes
|
|
4.89%
|
|
138.4
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
138.0
|
|
||||
$316.25 Million 1.50% 2025 Convertible Senior Notes
|
|
6.26%
|
|
316.3
|
|
|
(6.6
|
)
|
|
(85.6
|
)
|
|
224.1
|
|
||||
$1.075 Billion 5.75% 2025 Senior Notes
|
|
6.01%
|
|
1,075.0
|
|
|
(11.3
|
)
|
|
(16.5
|
)
|
|
1,047.2
|
|
||||
$800 Million 6.25% 2040 Senior Notes
|
|
6.34%
|
|
298.4
|
|
|
(2.4
|
)
|
|
(3.4
|
)
|
|
292.6
|
|
||||
ABL Facility
|
|
N/A
|
|
550.0
|
|
|
N/A
|
|
|
N/A
|
|
|
—
|
|
||||
Fair Value Adjustment to Interest Rate Hedge
|
|
|
|
|
|
|
|
|
|
1.4
|
|
|||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
$
|
2,304.2
|
|
|
(In Millions)
|
||||||||||||||
|
March 31, 2018
|
||||||||||||||
Description
|
Quoted Prices in Active
Markets for Identical Assets/Liabilities
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
36.0
|
|
|
$
|
490.6
|
|
|
$
|
—
|
|
|
$
|
526.6
|
|
Derivative assets
|
—
|
|
|
—
|
|
|
93.6
|
|
|
93.6
|
|
||||
Total
|
$
|
36.0
|
|
|
$
|
490.6
|
|
|
$
|
93.6
|
|
|
$
|
620.2
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
4.2
|
|
|
$
|
4.4
|
|
Total
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
4.2
|
|
|
$
|
4.4
|
|
|
(In Millions)
|
||||||||||||||
|
December 31, 2017
|
||||||||||||||
Description
|
Quoted Prices in Active
Markets for Identical Assets/Liabilities
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
66.3
|
|
|
$
|
550.6
|
|
|
$
|
—
|
|
|
$
|
616.9
|
|
Derivative assets
|
—
|
|
|
—
|
|
|
39.4
|
|
|
39.4
|
|
||||
Total
|
$
|
66.3
|
|
|
$
|
550.6
|
|
|
$
|
39.4
|
|
|
$
|
656.3
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
2.4
|
|
|
$
|
2.7
|
|
Total
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
2.4
|
|
|
$
|
2.7
|
|
|
(In Millions)
|
||||||
|
Level 3 Liabilities
|
||||||
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Beginning balance
|
$
|
(2.4
|
)
|
|
$
|
(0.5
|
)
|
Total gains (losses)
|
|
|
|
||||
Included in earnings
|
(4.0
|
)
|
|
(8.6
|
)
|
||
Settlements
|
2.2
|
|
|
—
|
|
||
Ending balance - March 31
|
$
|
(4.2
|
)
|
|
$
|
(9.1
|
)
|
Total losses for the period included in earnings attributable to the change in unrealized losses on liabilities still held at the reporting date
|
$
|
(4.2
|
)
|
|
$
|
(9.1
|
)
|
|
|
(In Millions)
|
||||||||||||||||||
|
|
December 31, 2017
|
||||||||||||||||||
Description
|
|
Quoted Prices in Active
Markets for Identical Assets/
Liabilities
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
|
Total Year-to-Date Gains
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans to and accounts receivables from the Canadian Entities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51.6
|
|
|
$
|
51.6
|
|
|
$
|
3.0
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Guarantees
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31.4
|
|
|
(In Millions)
|
||||||
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Service cost
|
$
|
4.7
|
|
|
$
|
4.8
|
|
Interest cost
|
7.6
|
|
|
7.5
|
|
||
Expected return on plan assets
|
(15.0
|
)
|
|
(13.5
|
)
|
||
Amortization:
|
|
|
|
||||
Prior service costs
|
0.5
|
|
|
0.6
|
|
||
Net actuarial loss
|
5.3
|
|
|
5.3
|
|
||
Net periodic benefit cost
|
$
|
3.1
|
|
|
$
|
4.7
|
|
|
(In Millions)
|
||||||
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Service cost
|
$
|
0.5
|
|
|
$
|
0.5
|
|
Interest cost
|
2.1
|
|
|
2.1
|
|
||
Expected return on plan assets
|
(4.6
|
)
|
|
(4.4
|
)
|
||
Amortization:
|
|
|
|
||||
Prior service credits
|
(0.8
|
)
|
|
(0.7
|
)
|
||
Net actuarial loss
|
1.2
|
|
|
1.2
|
|
||
Net periodic benefit credit
|
$
|
(1.6
|
)
|
|
$
|
(1.3
|
)
|
Grant Date
|
|
Grant Date Market Price
|
|
Average Expected Term (Years)
|
|
Expected Volatility
|
|
Risk-Free Interest Rate
|
|
Dividend Yield
|
|
Fair Value
|
|
Fair Value (Percent of Grant Date Market Price)
|
||||
February 21, 2018
|
|
$
|
7.53
|
|
|
2.86
|
|
86.8%
|
|
2.42%
|
|
—%
|
|
$
|
11.93
|
|
|
158.43%
|
|
(In Millions)
|
||||||
|
March 31,
2018 |
|
December 31,
2017 |
||||
Environmental
|
$
|
3.1
|
|
|
$
|
2.9
|
|
Mine closure
|
|
|
|
||||
U.S. Iron Ore
1
|
170.7
|
|
|
168.4
|
|
||
Asia Pacific Iron Ore
|
28.7
|
|
|
28.8
|
|
||
Total mine closure
|
199.4
|
|
|
197.2
|
|
||
Total environmental and mine closure obligations
|
202.5
|
|
|
200.1
|
|
||
Less current portion
|
21.3
|
|
|
3.6
|
|
||
Long-term environmental and mine closure obligations
|
$
|
181.2
|
|
|
$
|
196.5
|
|
|
|
|
|
||||
1
U.S. Iron Ore includes our active operating mines, our indefinitely idled Empire mine and a closed mine formerly operating as LTVSMC.
|
|
|
|
(In Millions)
|
||||||||||||||||||||||
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Classification
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Permits
|
Other non-current assets
|
|
$
|
78.8
|
|
|
$
|
(28.9
|
)
|
|
$
|
49.9
|
|
|
$
|
78.8
|
|
|
$
|
(26.5
|
)
|
|
$
|
52.3
|
|
|
|
(In Millions)
|
||||||||||||||||||||||
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||||||||
|
|
March 31, 2018
|
|
December 31, 2017
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||
Derivative Instrument
|
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||||||
Derivatives designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity Contracts
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
0.2
|
|
|
Other current liabilities
|
|
$
|
0.3
|
|
Derivatives not designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Customer supply agreements
|
|
Derivative assets
|
|
$
|
91.2
|
|
|
Derivative assets
|
|
$
|
37.9
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
Provisional pricing arrangements
|
|
Derivative assets
|
|
2.4
|
|
|
Derivative assets
|
|
1.5
|
|
|
Other current liabilities
|
|
4.2
|
|
|
Other current liabilities
|
|
2.4
|
|
||||
Total derivatives not designated as hedging instruments under ASC 815
|
|
|
|
$
|
93.6
|
|
|
|
|
$
|
39.4
|
|
|
|
|
$
|
4.2
|
|
|
|
|
$
|
2.4
|
|
Total derivatives
|
|
|
|
$
|
93.6
|
|
|
|
|
$
|
39.4
|
|
|
|
|
$
|
4.4
|
|
|
|
|
$
|
2.7
|
|
|
(In Millions)
|
||||||||||
|
Cliffs
Shareholders’ Equity (Deficit) |
|
Noncontrolling
Interest |
|
Total Equity
(Deficit) |
||||||
December 31, 2017
|
$
|
(444.3
|
)
|
|
$
|
0.2
|
|
|
$
|
(444.1
|
)
|
Adoption of accounting standard (Note 2)
|
34.0
|
|
|
—
|
|
|
34.0
|
|
|||
Comprehensive loss
|
|
|
|
|
|
||||||
Net loss
|
(84.3
|
)
|
|
—
|
|
|
(84.3
|
)
|
|||
Other comprehensive income
|
7.7
|
|
|
—
|
|
|
7.7
|
|
|||
Total comprehensive loss
|
(76.6
|
)
|
|
—
|
|
|
(76.6
|
)
|
|||
Stock and other incentive plans
|
1.9
|
|
|
—
|
|
|
1.9
|
|
|||
March 31, 2018
|
$
|
(485.0
|
)
|
|
$
|
0.2
|
|
|
$
|
(484.8
|
)
|
|
(In Millions)
|
||||||||||
|
Cliffs
Shareholders’ Equity (Deficit) |
|
Noncontrolling
Interest |
|
Total Equity
(Deficit) |
||||||
December 31, 2016
|
$
|
(1,464.3
|
)
|
|
$
|
133.8
|
|
|
$
|
(1,330.5
|
)
|
Comprehensive loss
|
|
|
|
|
|
||||||
Net loss
|
(28.1
|
)
|
|
(1.7
|
)
|
|
(29.8
|
)
|
|||
Other comprehensive loss
|
(3.0
|
)
|
|
(5.0
|
)
|
|
(8.0
|
)
|
|||
Total comprehensive loss
|
(31.1
|
)
|
|
(6.7
|
)
|
|
(37.8
|
)
|
|||
Issuance of common shares
|
661.3
|
|
|
—
|
|
|
661.3
|
|
|||
Stock and other incentive plans
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|||
March 31, 2017
|
$
|
(830.1
|
)
|
|
$
|
127.1
|
|
|
$
|
(703.0
|
)
|
|
(In Millions)
|
||||||||||
|
Changes in Pension and Other Post-Retirement Benefits, net of tax
|
|
Unrealized Net Gain (Loss) on Foreign Currency Translation
|
|
Accumulated Other Comprehensive Loss
|
||||||
December 31, 2016
|
$
|
(260.6
|
)
|
|
$
|
239.3
|
|
|
$
|
(21.3
|
)
|
Other comprehensive income (loss) before reclassifications
|
3.3
|
|
|
(12.7
|
)
|
|
(9.4
|
)
|
|||
Net loss reclassified from accumulated other comprehensive loss
|
6.4
|
|
|
—
|
|
|
6.4
|
|
|||
March 31, 2017
|
$
|
(250.9
|
)
|
|
$
|
226.6
|
|
|
$
|
(24.3
|
)
|
Mine
|
|
Cleveland-Cliffs Inc.
|
|
ArcelorMittal
|
|
U.S. Steel
|
|||
Hibbing
|
|
23.0
|
%
|
|
62.3
|
%
|
|
14.7
|
%
|
|
(In Millions, Except Per Share Amounts)
|
||||||
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Loss from Continuing Operations
|
$
|
(84.8
|
)
|
|
$
|
(30.3
|
)
|
Loss from Continuing Operations Attributable to Noncontrolling Interest
|
—
|
|
|
1.7
|
|
||
Net Loss from Continuing Operations Attributable to Cliffs Shareholders
|
$
|
(84.8
|
)
|
|
$
|
(28.6
|
)
|
Income from Discontinued Operations, net of tax
|
0.5
|
|
|
0.5
|
|
||
Net Loss Attributable to Cliffs Shareholders
|
$
|
(84.3
|
)
|
|
$
|
(28.1
|
)
|
Weighted Average Number of Shares:
|
|
|
|
||||
Basic
|
297.3
|
|
|
265.2
|
|
||
Employee Stock Plans
|
—
|
|
|
—
|
|
||
Diluted
|
297.3
|
|
|
265.2
|
|
||
Loss per Common Share Attributable to
Cliffs Common Shareholders - Basic: |
|
|
|
||||
Continuing operations
|
$
|
(0.29
|
)
|
|
$
|
(0.11
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
||
|
$
|
(0.29
|
)
|
|
$
|
(0.11
|
)
|
Loss per Common Share Attributable to
Cliffs Common Shareholders - Diluted: |
|
|
|
||||
Continuing operations
|
$
|
(0.29
|
)
|
|
$
|
(0.11
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
||
|
$
|
(0.29
|
)
|
|
$
|
(0.11
|
)
|
Unaudited Condensed Consolidating Statement of Financial Position
|
|||||||||||||||||||
As of March 31, 2018
|
|||||||||||||||||||
(In Millions)
|
|||||||||||||||||||
|
Cleveland-Cliffs Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
753.6
|
|
|
$
|
1.0
|
|
|
$
|
32.0
|
|
|
$
|
—
|
|
|
$
|
786.6
|
|
Accounts receivable, net
|
5.7
|
|
|
27.7
|
|
|
15.9
|
|
|
(2.1
|
)
|
|
47.2
|
|
|||||
Inventories
|
—
|
|
|
303.2
|
|
|
21.2
|
|
|
—
|
|
|
324.4
|
|
|||||
Supplies and other inventories
|
—
|
|
|
81.4
|
|
|
0.3
|
|
|
—
|
|
|
81.7
|
|
|||||
Derivative assets
|
—
|
|
|
93.6
|
|
|
—
|
|
|
—
|
|
|
93.6
|
|
|||||
Loans to and accounts receivable from the Canadian Entities
|
43.5
|
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
50.4
|
|
|||||
Other current assets
|
15.5
|
|
|
7.9
|
|
|
5.1
|
|
|
—
|
|
|
28.5
|
|
|||||
TOTAL CURRENT ASSETS
|
818.3
|
|
|
521.7
|
|
|
74.5
|
|
|
(2.1
|
)
|
|
1,412.4
|
|
|||||
PROPERTY, PLANT AND EQUIPMENT, NET
|
16.2
|
|
|
956.9
|
|
|
74.2
|
|
|
—
|
|
|
1,047.3
|
|
|||||
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits for property, plant and equipment
|
—
|
|
|
1.9
|
|
|
72.2
|
|
|
—
|
|
|
74.1
|
|
|||||
Income tax receivable
|
219.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
219.9
|
|
|||||
Investment in subsidiaries
|
1,185.7
|
|
|
27.4
|
|
|
—
|
|
|
(1,213.1
|
)
|
|
—
|
|
|||||
Long-term intercompany notes
|
—
|
|
|
—
|
|
|
242.0
|
|
|
(242.0
|
)
|
|
—
|
|
|||||
Other non-current assets
|
8.9
|
|
|
97.9
|
|
|
2.4
|
|
|
—
|
|
|
109.2
|
|
|||||
TOTAL OTHER ASSETS
|
1,414.5
|
|
|
127.2
|
|
|
316.6
|
|
|
(1,455.1
|
)
|
|
403.2
|
|
|||||
TOTAL ASSETS
|
$
|
2,249.0
|
|
|
$
|
1,605.8
|
|
|
$
|
465.3
|
|
|
$
|
(1,457.2
|
)
|
|
$
|
2,862.9
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
4.6
|
|
|
$
|
71.8
|
|
|
$
|
25.2
|
|
|
$
|
(2.1
|
)
|
|
$
|
99.5
|
|
Accrued expenses
|
11.1
|
|
|
60.0
|
|
|
23.3
|
|
|
—
|
|
|
94.4
|
|
|||||
Accrued interest
|
28.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28.2
|
|
|||||
Contingent claims
|
54.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54.3
|
|
|||||
Partnership distribution payable
|
—
|
|
|
44.2
|
|
|
—
|
|
|
—
|
|
|
44.2
|
|
|||||
Other current liabilities
|
1.8
|
|
|
63.3
|
|
|
39.2
|
|
|
—
|
|
|
104.3
|
|
|||||
TOTAL CURRENT LIABILITIES
|
100.0
|
|
|
239.3
|
|
|
87.7
|
|
|
(2.1
|
)
|
|
424.9
|
|
|||||
PENSION AND POSTEMPLOYMENT BENEFIT LIABILITIES
|
66.1
|
|
|
429.6
|
|
|
(244.3
|
)
|
|
—
|
|
|
251.4
|
|
|||||
ENVIRONMENTAL AND MINE CLOSURE OBLIGATIONS
|
—
|
|
|
143.1
|
|
|
38.1
|
|
|
—
|
|
|
181.2
|
|
|||||
LONG-TERM DEBT
|
2,308.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,308.2
|
|
|||||
LONG-TERM INTERCOMPANY NOTES
|
242.0
|
|
|
—
|
|
|
—
|
|
|
(242.0
|
)
|
|
—
|
|
|||||
OTHER LIABILITIES
|
17.5
|
|
|
142.9
|
|
|
21.6
|
|
|
—
|
|
|
182.0
|
|
|||||
TOTAL LIABILITIES
|
2,733.8
|
|
|
954.9
|
|
|
(96.9
|
)
|
|
(244.1
|
)
|
|
3,347.7
|
|
|||||
EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
TOTAL CLIFFS SHAREHOLDERS' DEFICIT
|
(484.8
|
)
|
|
650.9
|
|
|
562.0
|
|
|
(1,213.1
|
)
|
|
(485.0
|
)
|
|||||
NONCONTROLLING INTEREST
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
TOTAL DEFICIT
|
(484.8
|
)
|
|
650.9
|
|
|
562.2
|
|
|
(1,213.1
|
)
|
|
(484.8
|
)
|
|||||
TOTAL LIABILITIES AND DEFICIT
|
$
|
2,249.0
|
|
|
$
|
1,605.8
|
|
|
$
|
465.3
|
|
|
$
|
(1,457.2
|
)
|
|
$
|
2,862.9
|
|
Unaudited Condensed Consolidating Statement of Financial Position
|
|||||||||||||||||||
As of December 31, 2017
|
|||||||||||||||||||
(In Millions)
|
|||||||||||||||||||
|
Cleveland-Cliffs Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
948.9
|
|
|
$
|
2.1
|
|
|
$
|
56.7
|
|
|
$
|
—
|
|
|
$
|
1,007.7
|
|
Accounts receivable, net
|
4.5
|
|
|
102.9
|
|
|
33.9
|
|
|
(0.7
|
)
|
|
140.6
|
|
|||||
Inventories
|
—
|
|
|
138.4
|
|
|
45.0
|
|
|
—
|
|
|
183.4
|
|
|||||
Supplies and other inventories
|
—
|
|
|
88.8
|
|
|
5.1
|
|
|
—
|
|
|
93.9
|
|
|||||
Derivative assets
|
—
|
|
|
37.9
|
|
|
1.5
|
|
|
—
|
|
|
39.4
|
|
|||||
Loans to and accounts receivable from the Canadian Entities
|
44.7
|
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
51.6
|
|
|||||
Other current assets
|
16.4
|
|
|
7.5
|
|
|
4.1
|
|
|
—
|
|
|
28.0
|
|
|||||
TOTAL CURRENT ASSETS
|
1,014.5
|
|
|
384.5
|
|
|
146.3
|
|
|
(0.7
|
)
|
|
1,544.6
|
|
|||||
PROPERTY, PLANT AND EQUIPMENT, NET
|
17.5
|
|
|
959.0
|
|
|
74.5
|
|
|
—
|
|
|
1,051.0
|
|
|||||
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits for property, plant and equipment
|
—
|
|
|
1.3
|
|
|
16.5
|
|
|
—
|
|
|
17.8
|
|
|||||
Income tax receivable
|
235.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
235.3
|
|
|||||
Investment in subsidiaries
|
1,024.3
|
|
|
29.9
|
|
|
—
|
|
|
(1,054.2
|
)
|
|
—
|
|
|||||
Long-term intercompany notes
|
—
|
|
|
—
|
|
|
242.0
|
|
|
(242.0
|
)
|
|
—
|
|
|||||
Other non-current assets
|
7.8
|
|
|
91.7
|
|
|
5.2
|
|
|
—
|
|
|
104.7
|
|
|||||
TOTAL OTHER ASSETS
|
1,267.4
|
|
|
122.9
|
|
|
263.7
|
|
|
(1,296.2
|
)
|
|
357.8
|
|
|||||
TOTAL ASSETS
|
$
|
2,299.4
|
|
|
$
|
1,466.4
|
|
|
$
|
484.5
|
|
|
$
|
(1,296.9
|
)
|
|
$
|
2,953.4
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
7.1
|
|
|
$
|
89.7
|
|
|
$
|
31.6
|
|
|
$
|
(0.7
|
)
|
|
$
|
127.7
|
|
Accrued expenses
|
19.0
|
|
|
59.9
|
|
|
28.2
|
|
|
—
|
|
|
107.1
|
|
|||||
Accrued interest
|
31.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31.4
|
|
|||||
Contingent claims
|
55.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55.6
|
|
|||||
Partnership distribution payable
|
—
|
|
|
44.2
|
|
|
—
|
|
|
—
|
|
|
44.2
|
|
|||||
Other current liabilities
|
2.1
|
|
|
63.5
|
|
|
20.6
|
|
|
—
|
|
|
86.2
|
|
|||||
TOTAL CURRENT LIABILITIES
|
115.2
|
|
|
257.3
|
|
|
80.4
|
|
|
(0.7
|
)
|
|
452.2
|
|
|||||
PENSION AND POSTEMPLOYMENT BENEFIT LIABILITIES
|
66.4
|
|
|
430.6
|
|
|
(239.3
|
)
|
|
—
|
|
|
257.7
|
|
|||||
ENVIRONMENTAL AND MINE CLOSURE OBLIGATIONS
|
—
|
|
|
140.6
|
|
|
55.9
|
|
|
—
|
|
|
196.5
|
|
|||||
LONG-TERM DEBT
|
2,304.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,304.2
|
|
|||||
LONG-TERM INTERCOMPANY NOTES
|
242.0
|
|
|
—
|
|
|
—
|
|
|
(242.0
|
)
|
|
—
|
|
|||||
OTHER LIABILITIES
|
15.7
|
|
|
147.2
|
|
|
24.0
|
|
|
—
|
|
|
186.9
|
|
|||||
TOTAL LIABILITIES
|
2,743.5
|
|
|
975.7
|
|
|
(79.0
|
)
|
|
(242.7
|
)
|
|
3,397.5
|
|
|||||
EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
TOTAL CLIFFS SHAREHOLDERS' DEFICIT
|
(444.1
|
)
|
|
490.7
|
|
|
563.3
|
|
|
(1,054.2
|
)
|
|
(444.3
|
)
|
|||||
NONCONTROLLING INTEREST
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
TOTAL DEFICIT
|
(444.1
|
)
|
|
490.7
|
|
|
563.5
|
|
|
(1,054.2
|
)
|
|
(444.1
|
)
|
|||||
TOTAL LIABILITIES AND DEFICIT
|
$
|
2,299.4
|
|
|
$
|
1,466.4
|
|
|
$
|
484.5
|
|
|
$
|
(1,296.9
|
)
|
|
$
|
2,953.4
|
|
Unaudited Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||
For the Three Months Ended March 31, 2018
|
|||||||||||||||||||
(In Millions)
|
|||||||||||||||||||
|
Cleveland-Cliffs Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash used by operating activities
|
$
|
(54.7
|
)
|
|
$
|
(62.8
|
)
|
|
$
|
(25.4
|
)
|
|
$
|
—
|
|
|
$
|
(142.9
|
)
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property, plant and equipment
|
—
|
|
|
(8.1
|
)
|
|
(4.3
|
)
|
|
—
|
|
|
(12.4
|
)
|
|||||
Deposits for property, plant and equipment
|
—
|
|
|
(0.8
|
)
|
|
(58.2
|
)
|
|
—
|
|
|
(59.0
|
)
|
|||||
Intercompany investing
|
(137.7
|
)
|
|
(4.8
|
)
|
|
—
|
|
|
142.5
|
|
|
—
|
|
|||||
Net cash used by investing activities
|
(137.7
|
)
|
|
(13.7
|
)
|
|
(62.5
|
)
|
|
142.5
|
|
|
(71.4
|
)
|
|||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt issuance costs
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||||
Intercompany financing
|
—
|
|
|
75.9
|
|
|
66.6
|
|
|
(142.5
|
)
|
|
—
|
|
|||||
Other financing activities
|
(1.4
|
)
|
|
(0.5
|
)
|
|
(3.6
|
)
|
|
—
|
|
|
(5.5
|
)
|
|||||
Net cash provided (used) by financing activities
|
(2.9
|
)
|
|
75.4
|
|
|
63.0
|
|
|
(142.5
|
)
|
|
(7.0
|
)
|
|||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
DECREASE IN CASH AND CASH EQUIVALENTS
|
(195.3
|
)
|
|
(1.1
|
)
|
|
(24.7
|
)
|
|
—
|
|
|
(221.1
|
)
|
|||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
948.9
|
|
|
2.1
|
|
|
56.7
|
|
|
—
|
|
|
1,007.7
|
|
|||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
753.6
|
|
|
$
|
1.0
|
|
|
$
|
32.0
|
|
|
$
|
—
|
|
|
$
|
786.6
|
|
Unaudited Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||
For the Three Months Ended March 31, 2017
|
|||||||||||||||||||
(In Millions)
|
|||||||||||||||||||
|
Cleveland-Cliffs Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided (used) by operating activities
|
$
|
(99.5
|
)
|
|
$
|
(19.7
|
)
|
|
$
|
94.1
|
|
|
$
|
—
|
|
|
$
|
(25.1
|
)
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property, plant and equipment
|
(0.8
|
)
|
|
(24.9
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(25.9
|
)
|
|||||
Deposits for property, plant and equipment
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|||||
Intercompany investing
|
(56.5
|
)
|
|
(0.5
|
)
|
|
(45.0
|
)
|
|
102.0
|
|
|
—
|
|
|||||
Other investing activities
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||
Net cash used by investing activities
|
(57.3
|
)
|
|
(26.9
|
)
|
|
(45.2
|
)
|
|
102.0
|
|
|
(27.4
|
)
|
|||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net proceeds from issuance of common shares
|
661.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
661.3
|
|
|||||
Proceeds from issuance of debt
|
500.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500.0
|
|
|||||
Debt issuance costs
|
(8.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.5
|
)
|
|||||
Repurchase of debt
|
(1,115.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,115.5
|
)
|
|||||
Distributions of partnership equity
|
—
|
|
|
(8.7
|
)
|
|
—
|
|
|
—
|
|
|
(8.7
|
)
|
|||||
Intercompany financing
|
45.1
|
|
|
55.8
|
|
|
1.1
|
|
|
(102.0
|
)
|
|
—
|
|
|||||
Other financing activities
|
(0.5
|
)
|
|
(0.7
|
)
|
|
(4.4
|
)
|
|
—
|
|
|
(5.6
|
)
|
|||||
Net cash provided (used) by financing activities
|
81.9
|
|
|
46.4
|
|
|
(3.3
|
)
|
|
(102.0
|
)
|
|
23.0
|
|
|||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(74.9
|
)
|
|
(0.2
|
)
|
|
47.0
|
|
|
—
|
|
|
(28.1
|
)
|
|||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
283.4
|
|
|
2.5
|
|
|
37.5
|
|
|
—
|
|
|
323.4
|
|
|||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
208.5
|
|
|
$
|
2.3
|
|
|
$
|
84.5
|
|
|
$
|
—
|
|
|
$
|
295.3
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
(In Millions)
|
||||||||||
|
Three Months Ended
March 31, |
||||||||||
|
2018
|
|
2017
|
|
Variance
Favorable/
(Unfavorable)
|
||||||
Interest expense, net
|
$
|
(33.5
|
)
|
|
$
|
(42.8
|
)
|
|
$
|
9.3
|
|
Loss on extinguishment of debt
|
—
|
|
|
(71.9
|
)
|
|
71.9
|
|
|||
Other non-operating income
|
4.4
|
|
|
2.5
|
|
|
1.9
|
|
|||
|
$
|
(29.1
|
)
|
|
$
|
(112.2
|
)
|
|
$
|
83.1
|
|
|
(In Millions)
|
||||||
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net Loss
|
$
|
(84.3
|
)
|
|
$
|
(29.8
|
)
|
Less:
|
|
|
|
||||
Interest expense, net
|
(33.5
|
)
|
|
(42.8
|
)
|
||
Income tax benefit (expense)
|
(15.7
|
)
|
|
1.8
|
|
||
Depreciation, depletion and amortization
|
(23.9
|
)
|
|
(23.2
|
)
|
||
EBITDA
|
$
|
(11.2
|
)
|
|
$
|
34.4
|
|
Less:
|
|
|
|
||||
Inventory impairments
|
$
|
(18.9
|
)
|
|
$
|
—
|
|
Impairment of long-lived assets
|
(2.6
|
)
|
|
—
|
|
||
Severance and retention costs
|
(1.5
|
)
|
|
—
|
|
||
Impact of discontinued operations
|
0.5
|
|
|
0.5
|
|
||
Foreign exchange remeasurement
|
(0.3
|
)
|
|
13.6
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
(71.9
|
)
|
||
Adjusted EBITDA
|
$
|
11.6
|
|
|
$
|
92.2
|
|
|
|
|
|
||||
EBITDA:
|
|
|
|
||||
U.S. Iron Ore
|
$
|
72.5
|
|
|
$
|
57.9
|
|
Asia Pacific Iron Ore
|
(63.7
|
)
|
|
51.4
|
|
||
Other
|
(20.0
|
)
|
|
(74.9
|
)
|
||
Total EBITDA
|
$
|
(11.2
|
)
|
|
$
|
34.4
|
|
|
|
|
|
||||
Adjusted EBITDA:
|
|
|
|
||||
U.S. Iron Ore
|
$
|
77.1
|
|
|
$
|
64.1
|
|
Asia Pacific Iron Ore
|
(39.6
|
)
|
|
53.8
|
|
||
Other
|
(25.9
|
)
|
|
(25.7
|
)
|
||
Total Adjusted EBITDA
|
$
|
11.6
|
|
|
$
|
92.2
|
|
|
|
(In Millions)
|
||||||||||||||||||||||
|
|
|
|
Changes due to:
|
|
|
||||||||||||||||||
|
|
Three Months Ended
March 31, |
|
Revenue
and cost rate
|
|
Sales volume
|
|
Freight and reimburse-ment
|
|
Total change
|
||||||||||||||
|
|
2018
|
|
2017
|
|
|
|
|
||||||||||||||||
Revenues from product sales and services
|
|
$
|
180.0
|
|
|
$
|
286.2
|
|
|
$
|
41.5
|
|
|
$
|
(119.7
|
)
|
|
$
|
(28.0
|
)
|
|
$
|
(106.2
|
)
|
Cost of goods sold and operating expenses
|
|
(118.5
|
)
|
|
(237.2
|
)
|
|
(5.1
|
)
|
|
95.8
|
|
|
28.0
|
|
|
118.7
|
|
||||||
Sales margin
|
|
$
|
61.5
|
|
|
$
|
49.0
|
|
|
$
|
36.4
|
|
|
$
|
(23.9
|
)
|
|
$
|
—
|
|
|
$
|
12.5
|
|
|
|
(in Millions)
|
|||||||||||||
|
|
Three Months Ended
March 31, |
|
|
|
|
|||||||||
Per Ton Information
|
|
2018
|
|
2017
|
|
Difference
|
|
Percent change
|
|||||||
Realized product revenue rate
1
|
|
$
|
105.03
|
|
|
$
|
79.35
|
|
|
$
|
25.68
|
|
|
32.4
|
%
|
Cash cost of goods sold and operating expense rate
1,2
|
|
57.05
|
|
|
58.37
|
|
|
(1.32
|
)
|
|
(2.3
|
)%
|
|||
Depreciation, depletion & amortization
|
|
9.81
|
|
|
5.26
|
|
|
4.55
|
|
|
86.5
|
%
|
|||
Total cost of goods sold and operating expenses rate
|
|
66.86
|
|
|
63.63
|
|
|
3.23
|
|
|
5.1
|
%
|
|||
Sales margin
|
|
$
|
38.17
|
|
|
$
|
15.72
|
|
|
$
|
22.45
|
|
|
142.8
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Sales tons
3
(In thousands)
|
|
1,611
|
|
|
3,118
|
|
|
|
|
|
|||||
Production tons
3
(In thousands)
|
|
|
|
|
|
|
|
|
|||||||
Total
|
|
5,890
|
|
|
5,814
|
|
|
|
|
|
|||||
Cliffs’ share of total
|
|
4,500
|
|
|
4,277
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
1
Excludes revenues and expenses related to domestic freight, which are offsetting and have no impact on sales margin. Revenues and expenses also exclude venture partner cost reimbursements, where applicable.
|
|||||||||||||||
2
Cash cost of goods sold and operating expense rate is a non-GAAP financial measure. Refer to "Non-GAAP Reconciliation" for reconciliation in dollars back to our consolidated financial statements.
|
|||||||||||||||
3
Tons are long tons.
|
•
|
Lower sales volume of
1.5 million
long tons, which resulted in decreased revenues of
$120 million
predominantly due to:
|
◦
|
Lower carry-over tonnage from the prior-year nomination of 0.7 million long tons during the three months ended March 31, 2018 compared to the prior year period; and
|
◦
|
The adoption of Topic 606 resulted in a reduction of 0.6 million long tons during the three months ended March 31, 2018 compared to the prior-year period as discussed further in
NOTE 2 - NEW ACCOUNTING STANDARDS
.
|
•
|
This decrease was offset partially by an increase in the average year-to-date realized product revenue rate of
$26
per long ton or
32.4%
during the three months ended March 31, 2018, compared to the same period in the previous year, which resulted in an increase of
$42 million
. This is predominantly due to:
|
◦
|
An increase related to supplemental revenue associated with prior-period sales tons that were not consumed during 2017, and therefore are valued based on the 2018 estimated average annual daily market price for hot-rolled coil steel as final pricing is determined in the year the iron ore is consumed in the customer’s blast furnaces. The increase to the 2018 estimated average annual daily market price for hot-rolled coil steel positively affected the realized revenue rate by $17 per long ton or $28 million.
|
◦
|
Platts 62% related pricing for carry-over tonnage and for tons priced on a lag basis was more favorable during the three months ended March 31, 2018 than the prior-year period, which positively affected the realized revenue rate by $5 per long ton or $8 million, despite the decrease in Platts 62% Price;
|
◦
|
Changes in customer and contract mix, which positively affected the realized revenue rate by $5 per long ton or $8 million; and
|
◦
|
Higher pellet premiums, which positively affected the realized revenue rate by $3 per long ton or $4 million.
|
◦
|
These increases were offset partially by higher index freight rates, a component in some of our contract pricing formulas, which negatively affected the realized revenue rate by $2 per long ton or $3 million.
|
|
|
(In Millions)
|
||||||||||||||||||||||||||
|
|
|
|
Change due to:
|
|
|
||||||||||||||||||||||
|
|
Three Months Ended
March 31, |
|
Revenue
and cost rate
|
|
Sales volume
|
|
Exchange rate
|
|
Freight and reimburse-ment
|
|
Total change
|
||||||||||||||||
|
|
2018
|
|
2017
|
|
|
|
|
|
|||||||||||||||||||
Revenues from product sales and services
|
|
$
|
59.0
|
|
|
$
|
175.4
|
|
|
$
|
(40.9
|
)
|
|
$
|
(76.5
|
)
|
|
$
|
3.5
|
|
|
$
|
(2.5
|
)
|
|
$
|
(116.4
|
)
|
Cost of goods sold and operating expenses
|
|
(124.1
|
)
|
|
(128.1
|
)
|
|
(53.2
|
)
|
|
58.4
|
|
|
(3.7
|
)
|
|
2.5
|
|
|
4.0
|
|
|||||||
Sales margin
|
|
$
|
(65.1
|
)
|
|
$
|
47.3
|
|
|
$
|
(94.1
|
)
|
|
$
|
(18.1
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
$
|
(112.4
|
)
|
|
|
(in Millions)
|
|||||||||||||
|
|
Three Months Ended
March 31, |
|
|
|
|
|||||||||
Per Ton Information
|
|
2018
|
|
2017
|
|
Difference
|
|
Percent change
|
|||||||
Realized product revenue rate
1
|
|
$
|
31.10
|
|
|
$
|
54.35
|
|
|
$
|
(23.25
|
)
|
|
(42.8
|
)%
|
Cash cost of goods sold and operating expense rate
1,2
|
|
66.36
|
|
|
37.27
|
|
|
29.09
|
|
|
78.1
|
%
|
|||
Depreciation, depletion & amortization
|
|
4.05
|
|
|
1.54
|
|
|
2.51
|
|
|
163.0
|
%
|
|||
Total cost of goods sold and operating expenses rate
|
|
70.41
|
|
|
38.81
|
|
|
31.60
|
|
|
81.4
|
%
|
|||
Sales margin
|
|
$
|
(39.31
|
)
|
|
$
|
15.54
|
|
|
$
|
(54.85
|
)
|
|
(353.0
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Sales tons
3
(In thousands)
|
|
1,656
|
|
|
3,043
|
|
|
|
|
|
|||||
Production tons
3
(In thousands)
|
|
1,637
|
|
|
2,671
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
1
The information above excludes revenues and expenses related to freight, which are offsetting and have no impact on sales margin.
|
|||||||||||||||
2
Cash cost of goods sold and operating expense rate is a non-GAAP financial measure. Refer to "Non-GAAP Reconciliation" for reconciliation in dollars back to our consolidated financial statements.
|
|||||||||||||||
3
Tons are metric tons.
|
•
|
Decreased sales volume of
1.4 million
metric tons, or 45.6%, to 1.7 million metric tons during the three months ended March 31, 2018 compared to the prior-year period. The decrease in tons sold was driven by lower production, as discussed below, which resulted in decreased revenue of
$77 million
during the three months ended March 31, 2018, compared to the prior-year period.
|
•
|
A decrease in the average year-to-date realized product revenue rate of
$23
per metric ton or
42.8%
during the three months ended March 31, 2018, compared to the same period in the previous year, which resulted in a decrease of $37 million, including the impact of foreign exchange. This decrease is predominantly a result of:
|
◦
|
A decrease in revenue rate of $13 per metric ton or $21 million due to price and quality adjustments to meet market competition for lower grade ore and to compensate for varying quality ore and a reduction in iron content; and
|
◦
|
A decrease in the Platts 62% Price, which negatively affected the realized revenue rate by $11 per metric ton or $18 million.
|
•
|
A decrease in sales volume of
1.4 million
metric tons, which decreased costs by
$58 million
.
|
•
|
This decrease was offset partially by an increase in costs of
$53 million
or $32 per metric ton, driven by the following changes associated with our commitment to a course of action expected to lead to the permanent closure of the Asia Pacific Iron Ore mining operations:
|
◦
|
A lower of cost or net realizable value adjustment of
$22 million
or $13 per metric ton, to reduce work-in process and finished goods inventory to the future expected realized revenue rate;
|
◦
|
An inventory impairment charge of
$15 million
or $9 per metric ton, for inventory not expected to be sold prior to the closure of operations; and
|
◦
|
An increase to the supply inventory reserve of
$4 million
or $3 per metric ton.
|
◦
|
Increased depreciation, depletion and amortization expense driven by the shortened remaining mine life.
|
|
(In Millions)
|
||||||
|
March 31,
2018 |
|
December 31,
2017 |
||||
Cash and cash equivalents
|
$
|
786.6
|
|
|
$
|
1,007.7
|
|
|
|
|
|
||||
Available borrowing base on ABL Facility
1
|
$
|
314.1
|
|
|
$
|
273.2
|
|
ABL Facility loans drawn
|
—
|
|
|
—
|
|
||
Letter of credit obligations and other commitments
|
(46.6
|
)
|
|
(46.5
|
)
|
||
Borrowing capacity available
|
$
|
267.5
|
|
|
$
|
226.7
|
|
|
|
|
|
||||
1
The ABL Facility had a maximum borrowing base of $450 million and $550 million at March 31, 2018 and December 31, 2017, respectively, determined by applying customary advance rates to eligible accounts receivable, inventory and certain mobile equipment.
|
|
|
2018 Outlook Summary
|
Per Long Ton Information
|
U.S. Iron Ore
|
|
Revenues from product sales and services
1
|
$102 - $107
|
|
|
|
|
Cost of goods sold and operating expense rate
|
$68 - $73
|
|
Less:
|
|
|
Freight expense rate
2
|
$7
|
|
Depreciation, depletion & amortization rate
|
$3
|
|
Cash cost of goods sold and operating expense rate
|
$58 - $63
|
|
|
|
|
Sales volume (million long tons)
|
20.5
|
|
Production volume (million long tons)
|
20.0
|
|
|
||
1
This expectation is based on the assumption that iron ore prices, steel prices, and pellet premiums will average for the remainder of 2018 their respective year-to-date averages.
|
||
2
Freight has an offsetting amount in revenue and has no impact on sales margin.
|
•
|
The Toledo HBI Project spend expectation was reduced by $25 million to $225 million due to further development and refined timing of the project spending plan;
|
•
|
The sustaining capital expectation of $85 million was maintained; and
|
•
|
The Northshore Mine upgrade spend expectation of $50 million was maintained.
|
•
|
uncertainty and weaknesses in global economic conditions, including downward pressure on prices caused by oversupply or imported products, the impact of any reduced barriers to trade, the outcomes of recently filed and forthcoming trade cases, reduced market demand and any change to the economic growth rate in China;
|
•
|
continued volatility of iron ore and steel prices and other trends, including the supply approach of the major iron ore producers, affecting our financial condition, results of operations or future prospects, specifically the impact of price-adjustment factors on our sales contracts;
|
•
|
our level of indebtedness could limit cash flow available to fund working capital, capital expenditures, acquisitions and other general corporate purposes or ongoing needs of our business;
|
•
|
availability of capital and our ability to maintain adequate liquidity;
|
•
|
our ability to successfully conclude the CCAA process and plan to close our Asia Pacific operations in a manner that minimizes cash outflows and associated liabilities, including our ability to successfully mitigate the closure costs of our Asia Pacific operations;
|
•
|
the impact of our customers reducing their steel production due to increased market share of steel produced using other methods or lighter-weight steel alternatives;
|
•
|
uncertainty relating to restructurings in the steel industry and/or affecting the steel industry;
|
•
|
the outcome of any contractual disputes with our customers, joint venture partners or significant energy, material or service providers or any other litigation or arbitration;
|
•
|
the ability of our customers and joint venture partners to meet their obligations to us on a timely basis or at all;
|
•
|
problems or uncertainties with productivity, tons mined, transportation, mine-closure obligations, environmental liabilities, employee-benefit costs and other risks of the mining industry;
|
•
|
our ability to reach agreement with our customers regarding any modifications to sales contract provisions, renewals or new arrangements;
|
•
|
our actual levels of capital spending;
|
•
|
our ability to successfully diversify our product mix and add new customers beyond our traditional blast furnace clientele;
|
•
|
our actual economic iron ore reserves or reductions in current mineral estimates, including whether any mineralized material qualifies as a reserve;
|
•
|
our ability to cost-effectively achieve planned production rates or levels, including at our HBI production plant;
|
•
|
our ability to successfully identify and consummate any strategic investments or development projects, including our HBI production plant;
|
•
|
changes in sales volume or mix;
|
•
|
events or circumstances that could impair or adversely impact the viability of a mine and the carrying value of associated assets, as well as any resulting impairment charges;
|
•
|
our ability to maintain appropriate relations with unions and employees;
|
•
|
impacts of existing and increasing governmental regulation and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorization of, or from, any governmental or regulatory entity and costs related to implementing improvements to ensure compliance with regulatory changes;
|
•
|
uncertainties associated with natural disasters, weather conditions, unanticipated geological conditions, supply or price of energy, equipment failures and other unexpected events;
|
•
|
adverse changes in currency values, currency exchange rates, interest rates and tax laws;
|
•
|
risks related to international operations; and
|
•
|
the potential existence of significant deficiencies or material weakness in our internal control over financial reporting.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
|
Total Number of Shares
(or Units) Purchased
1
|
|
Average Price Paid per Share
(or Unit)
|
|
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet be Purchased Under the Plans or Programs
|
|||||
January 1 - 31, 2018
|
|
1,248
|
|
|
$
|
7.21
|
|
|
—
|
|
$
|
—
|
|
February 1 - 28, 2018
|
|
171,592
|
|
|
$
|
7.52
|
|
|
—
|
|
$
|
—
|
|
March 1 - 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
|
172,840
|
|
|
$
|
7.52
|
|
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||
1
These shares were delivered to us to satisfy tax withholding obligations due upon the vesting or payment of stock awards.
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Exhibit
Number
|
|
Exhibit
|
|
Amended and Restated Syndicated Facility Agreement, by and among Bank of America, N.A., as Administrative Agent and Australian Security Trustee, the Lenders that are Parties hereto, as the Lenders, Cleveland-Cliffs Inc., as Parent and a Borrower, and the Subsidiaries of Parent Party hereto, as Borrowers, dated as of February 28, 2018 (filed herewith)
|
|
|
* Form of Cleveland-Cliffs Inc. Amended and Restated 2015 Equity and Incentive Compensation Plan Restricted Stock Unit Award Memorandum (Vesting December 31, 2020) and Restricted Stock Unit Award Agreement (filed herewith)
|
|
|
* Form of Cleveland-Cliffs Inc. Amended and Restated 2015 Equity and Incentive Compensation Plan Performance Share Award Memorandum and Performance Share Award Agreement (filed herewith)
|
|
|
* Form of Cleveland-Cliffs Inc. Amended and Restated 2015 Equity and Incentive Compensation Plan Cash Incentive Award Memorandum (TSR) (Vesting December 31, 2020) and Cash Incentive Award Agreement (TSR) (filed herewith)
|
|
|
Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed and dated by Lourenco Goncalves as of April 24, 2018 (filed herewith)
|
|
|
Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed and dated by Timothy K. Flanagan as of April 24, 2018 (filed herewith)
|
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Lourenco Goncalves, Chairman, President and Chief Executive Officer of Cleveland-Cliffs Inc., as of April 24, 2018 (filed herewith)
|
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Timothy K. Flanagan, Executive Vice President, Chief Financial Officer of Cleveland-Cliffs Inc., as of April 24, 2018 (filed herewith)
|
|
|
Mine Safety Disclosures (filed herewith)
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
CLEVELAND-CLIFFS INC.
|
||||
|
|
|
|
|
|||
|
|
|
By:
|
|
/s/ R. Christopher Cebula
|
||
|
|
|
|
|
Name:
|
|
R. Christopher Cebula
|
|
|
|
|
|
Title:
|
|
Vice President, Corporate Controller & Chief Accounting Officer
|
|
|
|
|
|
|
|
|
Date:
|
4/24/2018
|
|
|
|
|
|
|
1 Year Cleveland Cliffs Chart |
1 Month Cleveland Cliffs Chart |
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