Cleveland-Cliffs Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2018

Discontinued Operations and Disposal Groups [Abstract]

NOTE 16 - DISCONTINUED OPERATIONS

The information below sets forth selected financial information related to operating results of our businesses classified as discontinued operations, which include our former Asia Pacific Iron Ore, North American Coal and Canadian operations. While the reclassification of revenues and expenses related to discontinued operations from prior periods have no impact upon previously reported net income, the Statements of Unaudited Condensed Consolidated Operations present the revenues and expenses that were reclassified from the specified line items to discontinued operations and the Statements of Unaudited Condensed Consolidated Financial Position present the assets and liabilities that were reclassified from the specified line items to assets and liabilities of discontinued operations. The charts below provide an asset group breakout for each financial statement line impacted by discontinued operations.



	(In Millions)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Income (Loss) from Discontinued Operations, net of tax
Asia Pacific Iron Ore	$	242.3		$	(1.8	)	$	117.6		$	39.2
North American Coal	(4.3		)	(0.7		)	(4.2		)	1.9
Canadian Operations	—			33.1			(10.6		)	(15.5		)
	$	238.0		$	30.6		$	102.8		$	25.6



	(In Millions)
	September 30, 2018						December 31, 2017
	Asia Pacific Iron Ore		North American Coal		Total		Asia Pacific Iron Ore		North American Coal		Total
Current assets of discontinued operations	$	16.1	$	—	$	16.1	$	118.5	$	—	$	118.5
Non-current assets of discontinued operations	$	—	$	—	$	—	$	20.3	$	—	$	20.3
Current liabilities of discontinued operations	$	7.2	$	7.0	$	14.2	$	71.8	$	3.2	$	75.0
Non-current liabilities of discontinued operations	$	9.3	$	—	$	9.3	$	52.2	$	—	$	52.2



	(In Millions)
	Nine Months Ended September 30,
	2018			2017
Net cash provided (used) by operating activities
Asia Pacific Iron Ore	$	(77.0	)	$	78.5
Canadian Operations	(14.6		)	—
	$	(91.6	)	$	78.5

Net cash provided (used) by investing activities
Asia Pacific Iron Ore	$	17.8		$	(1.5	)
	$	17.8		$	(1.5	)

Additionally, for the nine months ended September 30, 2018, we had $27.1 million of non-cash investing activities related to the release of asset retirement obligations at Asia Pacific Iron Ore as part of the sale of substantially all remaining assets discussed below.

Asia Pacific Iron Ore Operations

Background

In January 2018, we announced that we would accelerate the time frame for the planned closure of our Asia Pacific Iron Ore mining operations in Australia. In April 2018, we committed to a course of action leading to the permanent closure of the Asia Pacific Iron Ore mining operations and, as planned, completed our final shipment in June 2018. Factors considered in this decision included increasingly discounted prices for lower-iron-content ore and the quality of the remaining iron ore reserves.

During June 2018, we completed a sale of the mobile equipment to a third party and entered into a definitive agreement to sell substantially all of the remaining assets of our Asia Pacific Iron Ore business to Mineral Resources Limited. As of the period ended June 30, 2018, management determined that our Asia Pacific Iron Ore operating segment met the criteria to be classified as held for sale and a discontinued operation under ASC 205, Presentation of Financial Statements. As such, all current and historical Asia Pacific Iron Ore operating segment results are included in our financial statements and classified within discontinued operations.

During August 2018, we completed the sale of substantially all remaining assets to Mineral Resources Limited. As part of this sale we transferred the asset retirement obligation liability of $27.1 million and recognized a net gain of $16.8 million in Income from Discontinued Operations, net of tax in the Statements of Unaudited Condensed Consolidated Operations.

Income (Loss) from Discontinued Operations

For the reasons discussed above, our previously reported Asia Pacific Iron Ore operating segment results for all periods presented, as well as exit costs, are classified as discontinued operations.



	(In Millions)
	Three Months Ended September 30,						Nine Months Ended September 30,
Income (Loss) from Discontinued Operations	2018			2017			2018			2017
Revenues from product sales and services	$	—		$	101.7		$	129.1		$	375.1
Cost of goods sold and operating expenses	(0.5		)	(98.7		)	(230.7		)	(323.9		)
Sales margin	(0.5		)	3.0			(101.6		)	51.2
Other operating income (expense)	14.8			(3.9		)	(4.0		)	(7.6		)
Other expense	(0.1		)	(1.3		)	(2.3		)	(4.0		)
Income (loss) from discontinued operations before income taxes	14.2			(2.2		)	(107.9		)	39.6
Gain on foreign currency translation	228.1			—			228.1			—
Impairment of long-lived assets	—			—			(2.6		)	—
Income tax benefit (expense)	—			0.4			—			(0.4		)
Income (loss) from discontinued operations, net of tax	$	242.3		$	(1.8	)	$	117.6		$	39.2

Recorded Assets and Liabilities



	(In Millions)
Assets and Liabilities of Discontinued Operations	September 30, 2018		December 31, 2017
Cash and cash equivalents	$	15.6	$	29.4
Accounts receivable, net	—		33.9
Inventories	—		45.0
Supplies and other inventories	—		5.1
Other current assets	0.5		5.1
Total current assets of discontinued operations	16.1		118.5
Property, plant and equipment, net	—		17.2
Other non-current assets	—		3.1
Total assets of discontinued operations	$	16.1	$	138.8

Accounts payable	$	4.2	$	28.2
Accrued liabilities	3.0		28.0
Other current liabilities	—		15.6
Total current liabilities of discontinued operations	7.2		71.8
Environmental and mine closure obligations	—		28.8
Other liabilities	9.3		23.4
Total liabilities of discontinued operations	$	16.5	$	124.0

Foreign Currency

Historically, the functional currency of our Australian subsidiaries has been the Australian dollar. The financial statements of our Australian subsidiaries were previously translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and a weighted average exchange rate for each period for revenues, expenses, gains and losses. Translation adjustments were recorded as Accumulated other comprehensive loss. Income taxes generally were not provided for foreign currency translation adjustments. Concurrent with the sale of assets to Mineral Resources Limited in August 2018, management determined that there have been significant changes in economic factors related to our Australian subsidiaries. The change in economic factors is a result of the sale and conveyance of substantially all assets and liabilities of our Australian subsidiaries to third parties, representing a significant change in operations. As such, the functional currency for the Australian subsidiaries has changed from the Australian dollar to the U.S. dollar and all Australian denominated monetary balances will be remeasured through the Statements of Unaudited Condensed Consolidated Operations on a prospective basis.

In addition, as a result of the liquidation of substantially all of the Australian subsidiaries' net assets, the historical changes in foreign currency translation recorded in Accumulated other comprehensive loss in the Statements of Unaudited Condensed Consolidated Financial Position totaling $228.1 million was reclassified and recognized in Income from Discontinued Operations, net of tax in the Statements of Unaudited Condensed Consolidated Operations.

Eastern Canada Iron Ore Operations

Effective January 27, 2015, following the commencement of CCAA proceedings for the Bloom Lake Group, we deconsolidated the Bloom Lake Group and certain other wholly-owned subsidiaries comprising substantially all of our Canadian operations. Additionally, on May 20, 2015, the Wabush Group commenced CCAA proceedings which resulted in the deconsolidation of the remaining Wabush Group entities that were not previously deconsolidated. As a result of this action, the CCAA protection granted to the Bloom Lake Group was extended to include the Wabush Group to facilitate the reorganization of each of their businesses and operations.

Prior to the deconsolidations, certain of our wholly-owned subsidiaries made loans to the Canadian Entities for the purpose of funding their operations and had accounts receivable generated in the ordinary course of business. The loans, corresponding interest and the accounts receivable were considered intercompany transactions and eliminated in our consolidated financial statements. Since the deconsolidations, the loans, associated interest and accounts receivable are considered related party transactions and have been recognized in our consolidated financial statements at their estimated fair value. As of September 30, 2018, we had no amounts outstanding classified as Loans to and accounts receivable from the Canadian Entities in the Statements of Unaudited Condensed Consolidated Financial Position in accordance with the Amended Plan, as defined and described below. As of December 31, 2017, we had $51.6 million classified as Loans to and accounts receivable from the Canadian Entities in the Statements of Unaudited Condensed Consolidated Financial Position.

During 2017, we became aware that it was probable the Monitor would assert a preference claim against us and/or certain of our affiliates. We estimated a liability, which included the value of our related-party claims against the Bloom Lake Group and the Wabush Group, classified as Contingent claims in the Statements of Unaudited Condensed Consolidated Financial Position. As described below, the estimated liability has been settled pursuant to the Amended Plan.

During March 2018, we entered into a restructuring term sheet with the Bloom Lake Group and the Wabush Group that documents the proposed terms of a plan of compromise or arrangement in the CCAA proceedings to be sponsored by us as negotiated between us and the Monitor. By order of the Québec Superior Court of Justice (Commercial Division) (the “Court”) dated April 20, 2018, the Bloom Lake Group and the Wabush Group were authorized to file a joint plan of compromise and arrangement dated April 16, 2018 (the “Original Plan”). Following discussions with various stakeholder groups, the Original Plan was amended by order of the Court dated May 18, 2018. The Bloom Lake Group and the Wabush Group were authorized to file the amended and restated joint plan of compromise and arrangement dated May 16, 2018 (as same may be further amended from time to time, the “Amended Plan”). The Amended Plan was approved by the required majorities of each unsecured creditor class and was sanctioned by the Court by order dated June 29, 2018 (the “Sanction Order”). In addition, the Bloom Lake Group and the Wabush Group brought a motion before the Court on July 30, 2018 seeking to make further amendments to the Amended Plan to address the manner in which certain distributions under the Amended Plan will be effected.

On July 31, 2018, the conditions precedent to the implementation of the Amended Plan were satisfied and the Amended Plan was implemented.

Under the terms of the Amended Plan, we and certain of our wholly-owned subsidiaries made a C$19.0 million cash contribution to the Wabush Group pension plans and will contribute into the CCAA estate any remaining distributions or payments we may be entitled to receive as creditors of the Bloom Lake Group and the Wabush Group for distribution to other creditors. The Original Plan did not resolve certain employee claims asserted against us and certain of our affiliates outside of the CCAA proceedings. The Amended Plan resolved those employee claims, all claims by the Bloom Lake Group, the Wabush Group and their respective creditors against us as well as all of our claims against the Bloom Lake Group and the Wabush Group.