| Schedule of Supplemental Condensed Consolidating Financial Position |
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|
Unaudited Condensed Consolidating Statement of Financial Position |
As of September 30, 2018 |
(In Millions) |
|
Cleveland-Cliffs Inc. |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
892.5 |
|
|
$ |
1.9 |
|
|
$ |
2.7 |
|
|
$ |
— |
|
|
$ |
897.1 |
|
Accounts receivable, net |
7.8 |
|
|
137.4 |
|
|
0.1 |
|
|
(3.9 |
) |
|
141.4 |
|
Inventories |
— |
|
|
187.9 |
|
|
— |
|
|
— |
|
|
187.9 |
|
Supplies and other inventories |
— |
|
|
88.2 |
|
|
— |
|
|
— |
|
|
88.2 |
|
Income tax receivable |
110.1 |
|
|
— |
|
|
0.2 |
|
|
— |
|
|
110.3 |
|
Derivative assets |
0.2 |
|
|
190.6 |
|
|
— |
|
|
— |
|
|
190.8 |
|
Current assets of discontinued operations |
— |
|
|
— |
|
|
16.1 |
|
|
— |
|
|
16.1 |
|
Other current assets |
7.9 |
|
|
10.3 |
|
|
0.6 |
|
|
— |
|
|
18.8 |
|
TOTAL CURRENT ASSETS |
1,018.5 |
|
|
616.3 |
|
|
19.7 |
|
|
(3.9 |
) |
|
1,650.6 |
|
PROPERTY, PLANT AND EQUIPMENT, NET |
14.3 |
|
|
1,079.7 |
|
|
50.8 |
|
|
— |
|
|
1,144.8 |
|
OTHER ASSETS |
|
|
|
|
|
|
|
|
|
Deposits for property, plant and equipment |
— |
|
|
80.0 |
|
|
14.6 |
|
|
— |
|
|
94.6 |
|
Income tax receivable |
109.9 |
|
|
3.7 |
|
|
— |
|
|
— |
|
|
113.6 |
|
Investment in subsidiaries |
1,325.5 |
|
|
38.3 |
|
|
— |
|
|
(1,363.8 |
) |
|
— |
|
Long-term intercompany notes |
— |
|
|
— |
|
|
121.3 |
|
|
(121.3 |
) |
|
— |
|
Other non-current assets |
8.5 |
|
|
111.2 |
|
|
1.7 |
|
|
— |
|
|
121.4 |
|
TOTAL OTHER ASSETS |
1,443.9 |
|
|
233.2 |
|
|
137.6 |
|
|
(1,485.1 |
) |
|
329.6 |
|
TOTAL ASSETS |
$ |
2,476.7 |
|
|
$ |
1,929.2 |
|
|
$ |
208.1 |
|
|
$ |
(1,489.0 |
) |
|
$ |
3,125.0 |
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
Accounts payable |
$ |
4.1 |
|
|
$ |
136.5 |
|
|
$ |
4.1 |
|
|
$ |
(3.9 |
) |
|
$ |
140.8 |
|
Accrued expenses |
16.7 |
|
|
78.2 |
|
|
0.2 |
|
|
— |
|
|
95.1 |
|
Accrued interest |
26.2 |
|
|
— |
|
|
— |
|
|
— |
|
|
26.2 |
|
Partnership distribution payable |
— |
|
|
43.1 |
|
|
— |
|
|
— |
|
|
43.1 |
|
Current liabilities of discontinued operations |
4.0 |
|
|
— |
|
|
10.2 |
|
|
— |
|
|
14.2 |
|
Other current liabilities |
1.8 |
|
|
57.7 |
|
|
1.8 |
|
|
— |
|
|
61.3 |
|
TOTAL CURRENT LIABILITIES |
52.8 |
|
|
315.5 |
|
|
16.3 |
|
|
(3.9 |
) |
|
380.7 |
|
PENSION AND POSTEMPLOYMENT BENEFIT LIABILITIES |
64.3 |
|
|
415.1 |
|
|
(254.4 |
) |
|
— |
|
|
225.0 |
|
ENVIRONMENTAL AND MINE CLOSURE OBLIGATIONS |
— |
|
|
147.6 |
|
|
26.8 |
|
|
— |
|
|
174.4 |
|
LONG-TERM DEBT |
2,300.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,300.0 |
|
NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS |
— |
|
|
— |
|
|
9.3 |
|
|
— |
|
|
9.3 |
|
LONG-TERM INTERCOMPANY NOTES |
121.3 |
|
|
— |
|
|
— |
|
|
(121.3 |
) |
|
— |
|
OTHER LIABILITIES |
24.4 |
|
|
96.9 |
|
|
0.5 |
|
|
— |
|
|
121.8 |
|
TOTAL LIABILITIES |
2,562.8 |
|
|
975.1 |
|
|
(201.5 |
) |
|
(125.2 |
) |
|
3,211.2 |
|
EQUITY |
|
|
|
|
|
|
|
|
|
TOTAL CLIFFS SHAREHOLDERS' EQUITY (DEFICIT) |
(86.1 |
) |
|
954.1 |
|
|
409.6 |
|
|
(1,363.8 |
) |
|
(86.2 |
) |
TOTAL EQUITY (DEFICIT) |
(86.1 |
) |
|
954.1 |
|
|
409.6 |
|
|
(1,363.8 |
) |
|
(86.2 |
) |
TOTAL LIABILITIES AND EQUITY (DEFICIT) |
$ |
2,476.7 |
|
|
$ |
1,929.2 |
|
|
$ |
208.1 |
|
|
$ |
(1,489.0 |
) |
|
$ |
3,125.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
$ |
27.3 |
|
|
$ |
— |
|
|
$ |
978.3 |
|
Accounts receivable, net |
4.5 |
|
|
102.9 |
|
|
— |
|
|
(0.7 |
) |
|
106.7 |
|
Inventories |
— |
|
|
138.4 |
|
|
— |
|
|
— |
|
|
138.4 |
|
Supplies and other inventories |
— |
|
|
88.8 |
|
|
— |
|
|
— |
|
|
88.8 |
|
Income tax receivable |
11.4 |
|
|
1.9 |
|
|
— |
|
|
— |
|
|
13.3 |
|
Derivative assets |
— |
|
|
37.9 |
|
|
— |
|
|
— |
|
|
37.9 |
|
Current assets of discontinued operations |
— |
|
|
— |
|
|
118.5 |
|
|
— |
|
|
118.5 |
|
Loans to and accounts receivable from the Canadian Entities |
44.7 |
|
|
6.9 |
|
|
— |
|
|
— |
|
|
51.6 |
|
Other current assets |
5.0 |
|
|
5.6 |
|
|
0.5 |
|
|
— |
|
|
11.1 |
|
TOTAL CURRENT ASSETS |
1,014.5 |
|
|
384.5 |
|
|
146.3 |
|
|
(0.7 |
) |
|
1,544.6 |
|
PROPERTY, PLANT AND EQUIPMENT, NET |
17.5 |
|
|
965.5 |
|
|
50.8 |
|
|
— |
|
|
1,033.8 |
|
OTHER ASSETS |
|
|
|
|
|
|
|
|
|
Deposits for property, plant and equipment |
— |
|
|
8.2 |
|
|
9.6 |
|
|
— |
|
|
17.8 |
|
Income tax receivable |
235.3 |
|
|
— |
|
|
— |
|
|
— |
|
|
235.3 |
|
Non-current assets of discontinued operations |
— |
|
|
— |
|
|
20.3 |
|
|
— |
|
|
20.3 |
|
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 |
|
|
91.8 |
|
|
2.0 |
|
|
— |
|
|
101.6 |
|
TOTAL OTHER ASSETS |
1,267.4 |
|
|
129.9 |
|
|
273.9 |
|
|
(1,296.2 |
) |
|
375.0 |
|
TOTAL ASSETS |
$ |
2,299.4 |
|
|
$ |
1,479.9 |
|
|
$ |
471.0 |
|
|
$ |
(1,296.9 |
) |
|
$ |
2,953.4 |
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
Accounts payable |
$ |
7.1 |
|
|
$ |
92.3 |
|
|
$ |
0.8 |
|
|
$ |
(0.7 |
) |
|
$ |
99.5 |
|
Accrued expenses |
19.0 |
|
|
59.9 |
|
|
0.2 |
|
|
— |
|
|
79.1 |
|
Accrued interest |
31.4 |
|
|
— |
|
|
— |
|
|
— |
|
|
31.4 |
|
Contingent claims |
55.6 |
|
|
— |
|
|
— |
|
|
— |
|
|
55.6 |
|
Partnership distribution payable |
— |
|
|
44.2 |
|
|
— |
|
|
— |
|
|
44.2 |
|
Current liabilities of discontinued operations |
— |
|
|
— |
|
|
75.0 |
|
|
— |
|
|
75.0 |
|
Other current liabilities |
2.1 |
|
|
63.5 |
|
|
1.8 |
|
|
— |
|
|
67.4 |
|
TOTAL CURRENT LIABILITIES |
115.2 |
|
|
259.9 |
|
|
77.8 |
|
|
(0.7 |
) |
|
452.2 |
|
PENSION AND POSTEMPLOYMENT BENEFIT LIABILITIES |
66.4 |
|
|
430.6 |
|
|
(239.3 |
) |
|
— |
|
|
257.7 |
|
ENVIRONMENTAL AND MINE CLOSURE OBLIGATIONS |
— |
|
|
140.6 |
|
|
27.1 |
|
|
— |
|
|
167.7 |
|
LONG-TERM DEBT |
2,304.2 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,304.2 |
|
NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS |
— |
|
|
— |
|
|
52.2 |
|
|
— |
|
|
52.2 |
|
LONG-TERM INTERCOMPANY NOTES |
242.0 |
|
|
— |
|
|
— |
|
|
(242.0 |
) |
|
— |
|
OTHER LIABILITIES |
15.7 |
|
|
147.2 |
|
|
0.6 |
|
|
— |
|
|
163.5 |
|
TOTAL LIABILITIES |
2,743.5 |
|
|
978.3 |
|
|
(81.6 |
) |
|
(242.7 |
) |
|
3,397.5 |
|
EQUITY |
|
|
|
|
|
|
|
|
|
TOTAL CLIFFS SHAREHOLDERS' EQUITY (DEFICIT) |
(444.1 |
) |
|
501.6 |
|
|
552.4 |
|
|
(1,054.2 |
) |
|
(444.3 |
) |
NONCONTROLLING INTEREST |
— |
|
|
— |
|
|
0.2 |
|
|
— |
|
|
0.2 |
|
TOTAL EQUITY (DEFICIT) |
(444.1 |
) |
|
501.6 |
|
|
552.6 |
|
|
(1,054.2 |
) |
|
(444.1 |
) |
TOTAL LIABILITIES AND EQUITY (DEFICIT) |
$ |
2,299.4 |
|
|
$ |
1,479.9 |
|
|
$ |
471.0 |
|
|
$ |
(1,296.9 |
) |
|
$ |
2,953.4 |
|
|
| Schedule of Supplemental Statements of Condensed Consolidating Operations and Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited Condensed Consolidating Statement of Operations and Comprehensive Income |
For the Three Months Ended September 30, 2018 |
(In Millions) |
|
Cleveland-Cliffs Inc. |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
REVENUES FROM PRODUCT SALES AND SERVICES |
|
|
|
|
|
|
|
|
|
Product |
$ |
— |
|
|
$ |
684.7 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
684.7 |
|
Freight and venture partners' cost reimbursements |
— |
|
|
57.1 |
|
|
— |
|
|
— |
|
|
57.1 |
|
|
— |
|
|
741.8 |
|
|
— |
|
|
— |
|
|
741.8 |
|
COST OF GOODS SOLD AND OPERATING EXPENSES |
— |
|
|
(480.2 |
) |
|
— |
|
|
— |
|
|
(480.2 |
) |
SALES MARGIN |
— |
|
|
261.6 |
|
|
— |
|
|
— |
|
|
261.6 |
|
OTHER OPERATING EXPENSE |
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
(23.1 |
) |
|
(6.7 |
) |
|
(0.3 |
) |
|
— |
|
|
(30.1 |
) |
Miscellaneous – net |
— |
|
|
(5.5 |
) |
|
(0.5 |
) |
|
— |
|
|
(6.0 |
) |
|
(23.1 |
) |
|
(12.2 |
) |
|
(0.8 |
) |
|
— |
|
|
(36.1 |
) |
OPERATING INCOME (LOSS) |
(23.1 |
) |
|
249.4 |
|
|
(0.8 |
) |
|
— |
|
|
225.5 |
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
Interest expense, net |
(29.2 |
) |
|
(0.4 |
) |
|
0.1 |
|
|
— |
|
|
(29.5 |
) |
Other non-operating income (expense) |
(0.9 |
) |
|
0.1 |
|
|
5.1 |
|
|
— |
|
|
4.3 |
|
|
(30.1 |
) |
|
(0.3 |
) |
|
5.2 |
|
|
— |
|
|
(25.2 |
) |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
(53.2 |
) |
|
249.1 |
|
|
4.4 |
|
|
— |
|
|
200.3 |
|
INCOME TAX EXPENSE |
(0.3 |
) |
|
— |
|
|
(0.2 |
) |
|
— |
|
|
(0.5 |
) |
EQUITY IN INCOME OF SUBSIDIARIES |
471.0 |
|
|
4.7 |
|
|
— |
|
|
(475.7 |
) |
|
— |
|
INCOME FROM CONTINUING OPERATIONS |
417.5 |
|
|
253.8 |
|
|
4.2 |
|
|
(475.7 |
) |
|
199.8 |
|
INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX |
20.3 |
|
|
12.9 |
|
|
204.8 |
|
|
— |
|
|
238.0 |
|
NET INCOME ATTRIBUTABLE TO CLIFFS SHAREHOLDERS |
$ |
437.8 |
|
|
$ |
266.7 |
|
|
$ |
209.0 |
|
|
$ |
(475.7 |
) |
|
$ |
437.8 |
|
OTHER COMPREHENSIVE INCOME (LOSS) |
(221.2 |
) |
|
6.1 |
|
|
(230.5 |
) |
|
224.4 |
|
|
(221.2 |
) |
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CLIFFS SHAREHOLDERS |
$ |
216.6 |
|
|
$ |
272.8 |
|
|
$ |
(21.5 |
) |
|
$ |
(251.3 |
) |
|
$ |
216.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) |
For the Three Months Ended September 30, 2017 |
(In Millions) |
|
Cleveland-Cliffs Inc. |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
REVENUES FROM PRODUCT SALES AND SERVICES |
|
|
|
|
|
|
|
|
|
Product |
$ |
— |
|
|
$ |
530.7 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
530.7 |
|
Freight and venture partners' cost reimbursements |
— |
|
|
66.0 |
|
|
— |
|
|
— |
|
|
66.0 |
|
|
— |
|
|
596.7 |
|
|
— |
|
|
— |
|
|
596.7 |
|
COST OF GOODS SOLD AND OPERATING EXPENSES |
— |
|
|
(438.9 |
) |
|
— |
|
|
— |
|
|
(438.9 |
) |
SALES MARGIN |
— |
|
|
157.8 |
|
|
— |
|
|
— |
|
|
157.8 |
|
OTHER OPERATING EXPENSE |
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
(18.7 |
) |
|
(4.3 |
) |
|
(0.8 |
) |
|
— |
|
|
(23.8 |
) |
Miscellaneous – net |
(1.4 |
) |
|
(4.1 |
) |
|
0.2 |
|
|
— |
|
|
(5.3 |
) |
|
(20.1 |
) |
|
(8.4 |
) |
|
(0.6 |
) |
|
— |
|
|
(29.1 |
) |
OPERATING INCOME (LOSS) |
(20.1 |
) |
|
149.4 |
|
|
(0.6 |
) |
|
— |
|
|
128.7 |
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
Interest expense, net |
(27.8 |
) |
|
— |
|
|
0.2 |
|
|
— |
|
|
(27.6 |
) |
Loss on extinguishment of debt |
(88.6 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(88.6 |
) |
Other non-operating income (expense) |
(1.0 |
) |
|
(0.6 |
) |
|
4.2 |
|
|
— |
|
|
2.6 |
|
|
(117.4 |
) |
|
(0.6 |
) |
|
4.4 |
|
|
— |
|
|
(113.6 |
) |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
(137.5 |
) |
|
148.8 |
|
|
3.8 |
|
|
— |
|
|
15.1 |
|
INCOME TAX BENEFIT (EXPENSE) |
7.3 |
|
|
— |
|
|
(0.1 |
) |
|
— |
|
|
7.2 |
|
EQUITY IN INCOME OF SUBSIDIARIES |
150.5 |
|
|
3.5 |
|
|
— |
|
|
(154.0 |
) |
|
— |
|
INCOME FROM CONTINUING OPERATIONS |
20.3 |
|
|
152.3 |
|
|
3.7 |
|
|
(154.0 |
) |
|
22.3 |
|
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX |
33.1 |
|
|
0.2 |
|
|
(2.7 |
) |
|
— |
|
|
30.6 |
|
NET INCOME |
53.4 |
|
|
152.5 |
|
|
1.0 |
|
|
(154.0 |
) |
|
52.9 |
|
LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST |
— |
|
|
0.5 |
|
|
— |
|
|
— |
|
|
0.5 |
|
NET INCOME ATTRIBUTABLE TO CLIFFS SHAREHOLDERS |
$ |
53.4 |
|
|
$ |
153.0 |
|
|
$ |
1.0 |
|
|
$ |
(154.0 |
) |
|
$ |
53.4 |
|
OTHER COMPREHENSIVE INCOME (LOSS) |
2.3 |
|
|
(84.3 |
) |
|
1.8 |
|
|
82.5 |
|
|
2.3 |
|
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO CLIFFS SHAREHOLDERS |
$ |
55.7 |
|
|
$ |
68.7 |
|
|
$ |
2.8 |
|
|
$ |
(71.5 |
) |
|
$ |
55.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited Condensed Consolidating Statement of Operations and Comprehensive Income |
For the Nine Months Ended September 30, 2018 |
(In Millions) |
|
Cleveland-Cliffs Inc. |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
REVENUES FROM PRODUCT SALES AND SERVICES |
|
|
|
|
|
|
|
|
|
Product |
$ |
— |
|
|
$ |
1,525.9 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,525.9 |
|
Freight and venture partners' cost reimbursements |
— |
|
|
110.2 |
|
|
— |
|
|
— |
|
|
110.2 |
|
|
— |
|
|
1,636.1 |
|
|
— |
|
|
— |
|
|
1,636.1 |
|
COST OF GOODS SOLD AND OPERATING EXPENSES |
— |
|
|
(1,028.5 |
) |
|
— |
|
|
— |
|
|
(1,028.5 |
) |
SALES MARGIN |
— |
|
|
607.6 |
|
|
— |
|
|
— |
|
|
607.6 |
|
OTHER OPERATING EXPENSE |
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
(62.9 |
) |
|
(17.8 |
) |
|
(0.7 |
) |
|
— |
|
|
(81.4 |
) |
Miscellaneous – net |
(0.4 |
) |
|
(14.4 |
) |
|
(1.4 |
) |
|
— |
|
|
(16.2 |
) |
|
(63.3 |
) |
|
(32.2 |
) |
|
(2.1 |
) |
|
— |
|
|
(97.6 |
) |
OPERATING INCOME (LOSS) |
(63.3 |
) |
|
575.4 |
|
|
(2.1 |
) |
|
— |
|
|
510.0 |
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
Interest expense, net |
(91.9 |
) |
|
(1.8 |
) |
|
0.6 |
|
|
— |
|
|
(93.1 |
) |
Gain on extinguishment of debt |
0.2 |
|
|
— |
|
|
— |
|
|
— |
|
|
0.2 |
|
Other non-operating income (expense) |
(2.6 |
) |
|
0.8 |
|
|
14.9 |
|
|
— |
|
|
13.1 |
|
|
(94.3 |
) |
|
(1.0 |
) |
|
15.5 |
|
|
— |
|
|
(79.8 |
) |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
(157.6 |
) |
|
574.4 |
|
|
13.4 |
|
|
— |
|
|
430.2 |
|
INCOME TAX EXPENSE |
(13.8 |
) |
|
(0.2 |
) |
|
(0.4 |
) |
|
— |
|
|
(14.4 |
) |
EQUITY IN INCOME OF SUBSIDIARIES |
665.7 |
|
|
13.8 |
|
|
— |
|
|
(679.5 |
) |
|
— |
|
INCOME FROM CONTINUING OPERATIONS |
494.3 |
|
|
588.0 |
|
|
13.0 |
|
|
(679.5 |
) |
|
415.8 |
|
INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX |
24.3 |
|
|
12.8 |
|
|
65.7 |
|
|
— |
|
|
102.8 |
|
NET INCOME ATTRIBUTABLE TO CLIFFS SHAREHOLDERS |
$ |
518.6 |
|
|
$ |
600.8 |
|
|
$ |
78.7 |
|
|
$ |
(679.5 |
) |
|
$ |
518.6 |
|
OTHER COMPREHENSIVE INCOME (LOSS) |
(204.4 |
) |
|
18.0 |
|
|
(227.5 |
) |
|
209.5 |
|
|
(204.4 |
) |
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CLIFFS SHAREHOLDERS |
$ |
314.2 |
|
|
$ |
618.8 |
|
|
$ |
(148.8 |
) |
|
$ |
(470.0 |
) |
|
$ |
314.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) |
For the Nine Months Ended September 30, 2017 |
(In Millions) |
|
Cleveland-Cliffs Inc. |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
REVENUES FROM PRODUCT SALES AND SERVICES |
|
|
|
|
|
|
|
|
|
Product |
$ |
— |
|
|
$ |
1,195.0 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,195.0 |
|
Freight and venture partners' cost reimbursements |
— |
|
|
159.2 |
|
|
— |
|
|
— |
|
|
159.2 |
|
|
— |
|
|
1,354.2 |
|
|
— |
|
|
— |
|
|
1,354.2 |
|
COST OF GOODS SOLD AND OPERATING EXPENSES |
— |
|
|
(1,002.7 |
) |
|
— |
|
|
— |
|
|
(1,002.7 |
) |
SALES MARGIN |
— |
|
|
351.5 |
|
|
— |
|
|
— |
|
|
351.5 |
|
OTHER OPERATING INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
(57.9 |
) |
|
(14.4 |
) |
|
(3.2 |
) |
|
— |
|
|
(75.5 |
) |
Miscellaneous – net |
(2.3 |
) |
|
(13.3 |
) |
|
16.9 |
|
|
— |
|
|
1.3 |
|
|
(60.2 |
) |
|
(27.7 |
) |
|
13.7 |
|
|
— |
|
|
(74.2 |
) |
OPERATING INCOME (LOSS) |
(60.2 |
) |
|
323.8 |
|
|
13.7 |
|
|
— |
|
|
277.3 |
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
Interest expense, net |
(99.8 |
) |
|
— |
|
|
0.7 |
|
|
— |
|
|
(99.1 |
) |
Loss on extinguishment of debt |
(165.4 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(165.4 |
) |
Other non-operating income (expense) |
(3.0 |
) |
|
(2.2 |
) |
|
12.8 |
|
|
— |
|
|
7.6 |
|
|
(268.2 |
) |
|
(2.2 |
) |
|
13.5 |
|
|
— |
|
|
(256.9 |
) |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
(328.4 |
) |
|
321.6 |
|
|
27.2 |
|
|
— |
|
|
20.4 |
|
INCOME TAX BENEFIT (EXPENSE) |
7.5 |
|
|
— |
|
|
(0.3 |
) |
|
— |
|
|
7.2 |
|
EQUITY IN INCOME OF SUBSIDIARIES |
393.5 |
|
|
10.1 |
|
|
— |
|
|
(403.6 |
) |
|
— |
|
INCOME FROM CONTINUING OPERATIONS |
72.6 |
|
|
331.7 |
|
|
26.9 |
|
|
(403.6 |
) |
|
27.6 |
|
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax |
(15.5 |
) |
|
1.1 |
|
|
40.0 |
|
|
— |
|
|
25.6 |
|
NET INCOME |
57.1 |
|
|
332.8 |
|
|
66.9 |
|
|
(403.6 |
) |
|
53.2 |
|
LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST |
— |
|
|
3.9 |
|
|
— |
|
|
— |
|
|
3.9 |
|
NET INCOME ATTRIBUTABLE TO CLIFFS SHAREHOLDERS |
$ |
57.1 |
|
|
$ |
336.7 |
|
|
$ |
66.9 |
|
|
$ |
(403.6 |
) |
|
$ |
57.1 |
|
OTHER COMPREHENSIVE INCOME (LOSS) |
4.2 |
|
|
(67.8 |
) |
|
(17.5 |
) |
|
85.3 |
|
|
4.2 |
|
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO CLIFFS SHAREHOLDERS |
$ |
61.3 |
|
|
$ |
268.9 |
|
|
$ |
49.4 |
|
|
$ |
(318.3 |
) |
|
$ |
61.3 |
|
|
| Schedule of Supplemental Statements of Condensed Consolidating Cash Flows |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited Condensed Consolidating Statement of Cash Flows |
For the Nine Months Ended September 30, 2018 |
(In Millions) |
|
Cleveland-Cliffs Inc. |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
Net cash provided (used) by operating activities |
$ |
(100.6 |
) |
|
$ |
425.6 |
|
|
$ |
(136.3 |
) |
|
$ |
— |
|
|
$ |
188.7 |
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment |
(1.1 |
) |
|
(110.2 |
) |
|
(0.1 |
) |
|
— |
|
|
(111.4 |
) |
Deposits for property, plant and equipment |
— |
|
|
(78.1 |
) |
|
(5.2 |
) |
|
— |
|
|
(83.3 |
) |
Intercompany investing |
185.7 |
|
|
(6.3 |
) |
|
120.7 |
|
|
(300.1 |
) |
|
— |
|
Proceeds on sale of assets |
— |
|
|
0.6 |
|
|
17.9 |
|
|
— |
|
|
18.5 |
|
Other investing activities |
— |
|
|
2.5 |
|
|
— |
|
|
— |
|
|
2.5 |
|
Net cash provided (used) by investing activities |
184.6 |
|
|
(191.5 |
) |
|
133.3 |
|
|
(300.1 |
) |
|
(173.7 |
) |
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Debt issuance costs |
(1.5 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1.5 |
) |
Repurchase of debt |
(16.3 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(16.3 |
) |
Distributions of partnership equity |
— |
|
|
(44.2 |
) |
|
— |
|
|
— |
|
|
(44.2 |
) |
Intercompany financing |
(120.7 |
) |
|
(188.6 |
) |
|
9.2 |
|
|
300.1 |
|
|
— |
|
Other financing activities |
(1.9 |
) |
|
(1.5 |
) |
|
(42.3 |
) |
|
— |
|
|
(45.7 |
) |
Net cash used by financing activities |
(140.4 |
) |
|
(234.3 |
) |
|
(33.1 |
) |
|
300.1 |
|
|
(107.7 |
) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH |
— |
|
|
— |
|
|
(2.3 |
) |
|
— |
|
|
(2.3 |
) |
DECREASE IN CASH AND CASH EQUIVALENTS, INCLUDING CASH CLASSIFIED WITHIN CURRENT ASSETS OF DISCONTINUED OPERATIONS |
(56.4 |
) |
|
(0.2 |
) |
|
(38.4 |
) |
|
— |
|
|
(95.0 |
) |
LESS: DECREASE IN CASH AND CASH EQUIVALENTS CLASSIFIED WITHIN CURRENT ASSETS OF DISCONTINUED OPERATIONS |
— |
|
|
— |
|
|
(13.8 |
) |
|
— |
|
|
(13.8 |
) |
NET DECREASE IN CASH AND CASH EQUIVALENTS |
(56.4 |
) |
|
(0.2 |
) |
|
(24.6 |
) |
|
— |
|
|
(81.2 |
) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
948.9 |
|
|
2.1 |
|
|
27.3 |
|
|
— |
|
|
978.3 |
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ |
892.5 |
|
|
$ |
1.9 |
|
|
$ |
2.7 |
|
|
$ |
— |
|
|
$ |
897.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited Condensed Consolidating Statement of Cash Flows |
For the Nine Months Ended September 30, 2017 |
(In Millions) |
|
Cleveland-Cliffs Inc. |
|
Guarantor Subsidiaries |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
Net cash provided (used) by operating activities |
$ |
(162.9 |
) |
|
$ |
293.9 |
|
|
$ |
75.7 |
|
|
$ |
— |
|
|
$ |
206.7 |
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment |
(1.8 |
) |
|
(59.4 |
) |
|
(1.5 |
) |
|
— |
|
|
(62.7 |
) |
Deposits for property, plant and equipment |
— |
|
|
(11.3 |
) |
|
(4.9 |
) |
|
— |
|
|
(16.2 |
) |
Intercompany investing |
160.6 |
|
|
(6.5 |
) |
|
(45.0 |
) |
|
(109.1 |
) |
|
— |
|
Proceeds on sales of assets |
— |
|
|
2.2 |
|
|
— |
|
|
— |
|
|
2.2 |
|
Other investing activities |
(7.7 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(7.7 |
) |
Net cash provided (used) by investing activities |
151.1 |
|
|
(75.0 |
) |
|
(51.4 |
) |
|
(109.1 |
) |
|
(84.4 |
) |
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Net proceeds from issuance of common shares |
661.3 |
|
|
— |
|
|
— |
|
|
— |
|
|
661.3 |
|
Proceeds from issuance of debt |
1,057.8 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,057.8 |
|
Debt issuance costs |
(12.0 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(12.0 |
) |
Repurchase of debt |
(1,720.7 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,720.7 |
) |
Acquisition of noncontrolling interest |
(105.0 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(105.0 |
) |
Distributions of partnership equity |
— |
|
|
(53.0 |
) |
|
— |
|
|
— |
|
|
(53.0 |
) |
Intercompany financing |
45.0 |
|
|
(162.2 |
) |
|
8.1 |
|
|
109.1 |
|
|
— |
|
Other financing activities |
(0.6 |
) |
|
(3.8 |
) |
|
(12.6 |
) |
|
— |
|
|
(17.0 |
) |
Net cash used by financing activities |
(74.2 |
) |
|
(219.0 |
) |
|
(4.5 |
) |
|
109.1 |
|
|
(188.6 |
) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH |
— |
|
|
— |
|
|
3.7 |
|
|
— |
|
|
3.7 |
|
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, INCLUDING CASH CLASSIFIED WITHIN CURRENT ASSETS OF DISCONTINUED OPERATIONS |
(86.0 |
) |
|
(0.1 |
) |
|
23.5 |
|
|
— |
|
|
(62.6 |
) |
LESS: INCREASE IN CASH AND CASH EQUIVALENTS CLASSIFIED WITHIN CURRENT ASSETS OF DISCONTINUED OPERATIONS |
— |
|
|
— |
|
|
23.1 |
|
|
— |
|
|
23.1 |
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(86.0 |
) |
|
(0.1 |
) |
|
0.4 |
|
|
— |
|
|
(85.7 |
) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
283.4 |
|
|
2.5 |
|
|
26.9 |
|
|
— |
|
|
312.8 |
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ |
197.4 |
|
|
$ |
2.4 |
|
|
$ |
27.3 |
|
|
$ |
— |
|
|
$ |
227.1 |
|
|