Ohio
|
|
34-1464672
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
200 Public Square, Cleveland, Ohio
|
|
44114-2315
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
TABLE OF CONTENTS
|
|||||
|
|
|
|
|
|
|
|
|
Page Number
|
||
|
|
|
|
|
|
DEFINITIONS
|
|
|
|||
|
|
|
|
||
PART I - FINANCIAL INFORMATION
|
|
|
|
||
|
Item 1.
|
Financial Statements
|
|
|
|
|
|
Statements of Unaudited Condensed Consolidated Operations Three and Six Months Ended June 30, 2013 and 2012
|
|
|
|
|
|
Statements of Unaudited Condensed Consolidated Comprehensive Income for the Three and Six Months Ended June 30, 2013 and 2012
|
|
|
|
|
|
Statements of Unaudited Condensed Consolidated Financial Position as of June 30, 2013 and December 31, 2012
|
|
|
|
|
|
Statements of Unaudited Condensed Consolidated Cash Flows for the Six Months Ended June 30, 2013 and 2012
|
|
|
|
|
|
Notes to Unaudited Condensed Consolidated Financial Statements
|
|
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
|
|
Item 4.
|
Controls and Procedures
|
|
|
|
|
|
|
|
||
PART II - OTHER INFORMATION
|
|
|
|
||
|
Item 1A.
|
Risk Factors
|
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
|
Item 4.
|
Mine Safety Disclosures
|
|
|
|
|
Item 6.
|
Exhibits
|
|
|
|
|
|
|
|
|
|
Signatures
|
|
|
|||
|
|
|
|
Abbreviation or acronym
|
|
Term
|
Amapá
|
|
Anglo Ferrous Amapá Mineração Ltda. and Anglo Ferrous Logística Amapá Ltda.
|
ArcelorMittal
|
|
ArcelorMittal (as the parent company of ArcelorMittal Mines Canada, ArcelorMittal USA and ArcelorMittal Dofasco, as well as, many other subsidiaries)
|
ArcelorMittal USA
|
|
ArcelorMittal USA LLC (including many of its North American affiliates, subsidiaries and representatives. References to ArcelorMittal USA comprise all such relationships unless a specific ArcelorMittal USA entity is referenced)
|
ASC
|
|
Accounting Standards Codification
|
Bloom Lake
|
|
The Bloom Lake Iron Ore Mine Limited Partnership
|
CLCC
|
|
Cliffs Logan County Coal LLC
|
Chromite Project
|
|
Cliffs Chromite Ontario Inc.
|
Cockatoo Island
|
|
Cockatoo Island Joint Venture
|
Consolidated Thompson
|
|
Consolidated Thompson Iron Mining Limited (now known as Cliffs Quebec Iron Mining Limited)
|
DD&A
|
|
Depreciation, depletion and amortization
|
Dodd-Frank Act
|
|
Dodd-Frank Wall Street Reform and Consumer Protection Act
|
EBITDA
|
|
Earnings before interest, taxes, depreciation and amortization
|
Empire
|
|
Empire Iron Mining Partnership
|
EPS
|
|
Earnings per share
|
Exchange Act
|
|
Securities Exchange Act of 1934, as amended
|
FASB
|
|
Financial Accounting Standards Board
|
Fe
|
|
Iron
|
FMSH Act
|
|
U.S. Federal Mine Safety and Health Act 1977, as amended
|
GAAP
|
|
Accounting principles generally accepted in the United States
|
Hibbing
|
|
Hibbing Taconite Company
|
ICE Plan
|
|
Amended and Restated Cliffs 2007 Incentive Equity Plan, as amended
|
Ispat
|
|
Ispat Inland Steel Company
|
Koolyanobbing
|
|
Collective term for the operating deposits at Koolyanobbing, Mount Jackson and Windarling
|
LIBOR
|
|
London Interbank Offered Rate
|
LTVSMC
|
|
LTV Steel Mining Company
|
MMBtu
|
|
Million British Thermal Units
|
Moody's
|
|
Moody's Investors Service, Inc., a subsidiary of Moody's Corporation, and its successors
|
MRRT
|
|
Minerals Resource Rent Tax (Australia)
|
MSHA
|
|
U.S. Mine Safety and Health Administration
|
n/m
|
|
Not meaningful
|
Northshore
|
|
Northshore Mining Company
|
Oak Grove
|
|
Oak Grove Resources, LLC
|
OCI
|
|
Other comprehensive income (loss)
|
OPEB
|
|
Other postretirement benefits
|
Pinnacle
|
|
Pinnacle Mining Company, LLC
|
Pluton Resources
|
|
Pluton Resources Limited
|
S&P
|
|
Standard & Poor's Rating Services, a division of Standard & Poor's Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and its successors
|
Substitute Rating Agency
|
|
A "nationally recognized statistical rating organization" within the meaning of Section 3 (a)(62) of the Exchange Act, selected by us (as certified by a certificate of officers confirming the decision of our board of directors) as a replacement agency of Moody's or S&P, or both of them, as the case may be
|
SEC
|
|
U.S. Securities and Exchange Commission
|
Sonoma
|
|
Sonoma Coal Project
|
Tilden
|
|
Tilden Mining Company
|
TSR
|
|
Total Shareholder Return
|
United Taconite
|
|
United Taconite LLC
|
U.S.
|
|
United States of America
|
U.S. Steel
|
|
United States Steel Corporation
|
|
|
|
Abbreviation or acronym
|
|
Term
|
VNQDC Plan
|
|
2005 Voluntary NonQualified Deferred Compensation Plan
|
VWAP
|
|
Volume Weighted Average Price
|
Wabush
|
|
Wabush Mines Joint Venture
|
WISCO
|
|
Wugang Canada Resources Investment Limited, a subsidiary of Wuhan Iron and Steel (Group) Corporation
|
2012 Equity Plan
|
|
Cliffs Natural Resources Inc. 2012 Incentive Equity Plan
|
Item 1.
|
Financial Statements
|
|
(In Millions)
|
||||||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
NET INCOME ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
|
$
|
146.0
|
|
|
$
|
258.0
|
|
|
$
|
253.0
|
|
|
$
|
633.8
|
|
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
||||||||
Pension and OPEB liability, net of tax
|
7.7
|
|
|
7.1
|
|
|
14.2
|
|
|
13.3
|
|
||||
Unrealized net gain (loss) on marketable securities, net of tax
|
0.6
|
|
|
(2.8
|
)
|
|
3.2
|
|
|
(0.5
|
)
|
||||
Unrealized net loss on foreign currency translation
|
(151.0
|
)
|
|
(17.4
|
)
|
|
(147.7
|
)
|
|
(6.5
|
)
|
||||
Unrealized net loss on derivative financial instruments, net of tax
|
(44.4
|
)
|
|
(4.4
|
)
|
|
(51.4
|
)
|
|
(0.6
|
)
|
||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
(187.1
|
)
|
|
(17.5
|
)
|
|
(181.7
|
)
|
|
5.7
|
|
||||
OTHER COMPREHENSIVE INCOME ATTRIBUTABLE TO THE NONCONTROLLING INTEREST
|
(1.1
|
)
|
|
(1.5
|
)
|
|
(2.3
|
)
|
|
(3.0
|
)
|
||||
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
|
$
|
(42.2
|
)
|
|
$
|
239.0
|
|
|
$
|
69.0
|
|
|
$
|
636.5
|
|
|
(In Millions)
|
||||||
|
June 30,
2013 |
|
December 31, 2012
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
263.3
|
|
|
$
|
195.2
|
|
Accounts receivable, net
|
259.1
|
|
|
329.0
|
|
||
Inventories
|
529.2
|
|
|
436.5
|
|
||
Supplies and other inventories
|
252.9
|
|
|
289.1
|
|
||
Derivative assets
|
45.1
|
|
|
78.6
|
|
||
Other current assets
|
316.3
|
|
|
321.6
|
|
||
TOTAL CURRENT ASSETS
|
1,665.9
|
|
|
1,650.0
|
|
||
PROPERTY, PLANT AND EQUIPMENT, NET
|
11,189.6
|
|
|
11,207.3
|
|
||
OTHER ASSETS
|
|
|
|
||||
Investments in ventures
|
68.7
|
|
|
135.8
|
|
||
Goodwill
|
157.2
|
|
|
167.4
|
|
||
Intangible assets, net
|
115.0
|
|
|
129.0
|
|
||
Deferred income taxes
|
202.8
|
|
|
91.8
|
|
||
Other non-current assets
|
195.7
|
|
|
193.6
|
|
||
TOTAL OTHER ASSETS
|
739.4
|
|
|
717.6
|
|
||
TOTAL ASSETS
|
$
|
13,594.9
|
|
|
$
|
13,574.9
|
|
|
(In Millions)
|
||||||
|
Six Months Ended
June 30, |
||||||
|
2013
|
|
2012
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
262.1
|
|
|
$
|
665.7
|
|
Adjustments to reconcile net income to net cash provided (used) by operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
284.9
|
|
|
249.4
|
|
||
Derivatives and currency hedges
|
40.2
|
|
|
9.0
|
|
||
Equity loss in ventures (net of tax)
|
73.4
|
|
|
7.4
|
|
||
Deferred income taxes
|
(121.5
|
)
|
|
(259.2
|
)
|
||
Changes in deferred revenue and below-market sales contracts
|
(31.7
|
)
|
|
(23.2
|
)
|
||
Other
|
(29.6
|
)
|
|
(40.7
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables and other assets
|
87.2
|
|
|
(86.4
|
)
|
||
Product inventories
|
(105.8
|
)
|
|
(265.9
|
)
|
||
Payables and accrued expenses
|
(70.3
|
)
|
|
(288.9
|
)
|
||
Net cash provided (used) by operating activities
|
388.9
|
|
|
(32.8
|
)
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Purchase of property, plant and equipment
|
(501.2
|
)
|
|
(517.0
|
)
|
||
Other investing activities
|
0.9
|
|
|
(3.9
|
)
|
||
Net cash used by investing activities
|
(500.3
|
)
|
|
(520.9
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Net proceeds from issuance of Series A, Mandatory Convertible Preferred Stock, Class A
|
709.4
|
|
|
—
|
|
||
Net proceeds from issuance of common shares
|
285.3
|
|
|
—
|
|
||
Repayment of term loan
|
(847.1
|
)
|
|
(25.0
|
)
|
||
Borrowings under credit facilities
|
437.0
|
|
|
550.0
|
|
||
Repayment under credit facilities
|
(322.0
|
)
|
|
(225.0
|
)
|
||
Contributions by joint ventures, net
|
13.0
|
|
|
31.5
|
|
||
Common stock dividends
|
(46.0
|
)
|
|
(128.8
|
)
|
||
Preferred stock dividends
|
(10.0
|
)
|
|
—
|
|
||
Other financing activities
|
(26.3
|
)
|
|
(11.1
|
)
|
||
Net cash provided by financing activities
|
193.3
|
|
|
191.6
|
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
(13.8
|
)
|
|
(0.3
|
)
|
||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
68.1
|
|
|
(362.4
|
)
|
||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
195.2
|
|
|
521.6
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
263.3
|
|
|
$
|
159.2
|
|
Name
|
|
Location
|
|
Ownership Interest
|
|
Operation
|
Northshore
|
|
Minnesota
|
|
100.0%
|
|
Iron Ore
|
United Taconite
|
|
Minnesota
|
|
100.0%
|
|
Iron Ore
|
Wabush
|
|
Newfoundland and Labrador/Quebec, Canada
|
|
100.0%
|
|
Iron Ore
|
Bloom Lake
|
|
Quebec, Canada
|
|
75.0%
|
|
Iron Ore
|
Tilden
|
|
Michigan
|
|
85.0%
|
|
Iron Ore
|
Empire
|
|
Michigan
|
|
79.0%
|
|
Iron Ore
|
Koolyanobbing
|
|
Western Australia
|
|
100.0%
|
|
Iron Ore
|
Pinnacle
|
|
West Virginia
|
|
100.0%
|
|
Coal
|
Oak Grove
|
|
Alabama
|
|
100.0%
|
|
Coal
|
CLCC
|
|
West Virginia
|
|
100.0%
|
|
Coal
|
|
|
|
|
|
|
|
|
(In Millions)
|
||||||
Investment
|
|
Classification
|
|
Accounting
Method
|
|
Interest
Percentage
|
|
June 30,
2013 |
|
December 31, 2012
|
||||
Amapá
|
|
Investments in ventures
|
|
Equity Method
|
|
30
|
|
$
|
29.4
|
|
|
$
|
101.9
|
|
Cockatoo
|
|
Other liabilities
2
|
|
Equity Method
|
|
—
|
|
N/A
|
|
|
(25.3
|
)
|
||
Hibbing
|
|
Investments in ventures
1
|
|
Equity Method
|
|
23
|
|
6.4
|
|
|
(2.1
|
)
|
||
Other
|
|
Investments in ventures
|
|
Equity Method
|
|
Various
|
|
32.9
|
|
|
33.9
|
|
||
|
|
|
|
|
|
|
|
$
|
68.7
|
|
|
$
|
108.4
|
|
Intangible Assets
|
|
Basis
|
|
Useful Life (years)
|
Permits -
Asia Pacific Iron Ore
|
|
Units of production
|
|
Life of mine
|
Permits -
All Other
|
|
Straight line
|
|
15 - 40
|
Utility contracts
|
|
Straight line
|
|
5
|
Leases -
North American Coal
|
|
Units of production
|
|
Life of mine
|
Leases -
All Other
|
|
Straight line
|
|
4.5 - 17.5
|
|
(In Millions)
|
||||||||||||||||||||||
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||||||||
|
June 30, 2013
|
|
December 31, 2012
|
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||||||
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign Exchange Contracts
|
|
|
$
|
—
|
|
|
Derivative assets
|
|
$
|
16.2
|
|
|
Derivative liabilities
|
|
$
|
56.6
|
|
|
Derivative liabilities
|
|
$
|
1.9
|
|
Total derivatives designated as hedging instruments under ASC 815
|
|
|
$
|
—
|
|
|
|
|
$
|
16.2
|
|
|
|
|
$
|
56.6
|
|
|
|
|
$
|
1.9
|
|
Derivatives not designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Customer Supply Agreements
|
Derivative assets
|
|
$
|
44.2
|
|
|
Derivative assets
|
|
$
|
58.9
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
Provisional Pricing Arrangements
|
Derivative assets
|
|
0.9
|
|
|
Derivative assets
|
|
3.5
|
|
|
Derivative liabilities
|
|
32.0
|
|
|
Derivative liabilities
|
|
11.3
|
|
||||
Total derivatives not designated as hedging instruments under ASC 815
|
|
|
$
|
45.1
|
|
|
|
|
$
|
62.4
|
|
|
|
|
$
|
32.0
|
|
|
|
|
$
|
11.3
|
|
Total derivatives
|
|
|
$
|
45.1
|
|
|
|
|
$
|
78.6
|
|
|
|
|
$
|
88.6
|
|
|
|
|
$
|
13.2
|
|
|
(In Millions)
|
||||||||||||||||||||||
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
Segment
|
Finished Goods
|
|
Work-in Process
|
|
Total Inventory
|
|
Finished Goods
|
|
Work-in
Process
|
|
Total
Inventory
|
||||||||||||
U.S. Iron Ore
|
$
|
242.1
|
|
|
$
|
22.2
|
|
|
$
|
264.3
|
|
|
$
|
147.2
|
|
|
$
|
22.9
|
|
|
$
|
170.1
|
|
Eastern Canadian Iron Ore
|
94.0
|
|
|
36.5
|
|
|
130.5
|
|
|
62.6
|
|
|
44.2
|
|
|
106.8
|
|
||||||
Asia Pacific Iron Ore
|
51.6
|
|
|
28.4
|
|
|
80.0
|
|
|
36.7
|
|
|
37.2
|
|
|
73.9
|
|
||||||
North American Coal
|
40.2
|
|
|
14.2
|
|
|
54.4
|
|
|
36.7
|
|
|
49.0
|
|
|
85.7
|
|
||||||
Total
|
$
|
427.9
|
|
|
$
|
101.3
|
|
|
$
|
529.2
|
|
|
$
|
283.2
|
|
|
$
|
153.3
|
|
|
$
|
436.5
|
|
|
(In Millions)
|
||||||
|
June 30,
2013 |
|
December 31, 2012
|
||||
Land rights and mineral rights
|
$
|
7,807.6
|
|
|
$
|
7,920.8
|
|
Office and information technology
|
118.8
|
|
|
92.4
|
|
||
Buildings
|
184.9
|
|
|
162.0
|
|
||
Mining equipment
|
1,401.3
|
|
|
1,290.7
|
|
||
Processing equipment
|
2,069.5
|
|
|
1,937.4
|
|
||
Railroad equipment
|
218.9
|
|
|
240.8
|
|
||
Electric power facilities
|
62.1
|
|
|
58.7
|
|
||
Port facilities
|
100.7
|
|
|
114.3
|
|
||
Interest capitalized during construction
|
23.1
|
|
|
20.8
|
|
||
Land improvements
|
60.0
|
|
|
43.9
|
|
||
Other
|
37.5
|
|
|
39.0
|
|
||
Construction in progress
|
1,131.6
|
|
|
1,123.9
|
|
||
|
13,216.0
|
|
|
13,044.7
|
|
||
Allowance for depreciation and depletion
|
(2,026.4
|
)
|
|
(1,837.4
|
)
|
||
|
$
|
11,189.6
|
|
|
$
|
11,207.3
|
|
|
(In Millions)
|
||||||||||||||||||||||||||||||||||||||||||||||
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||||||||||||||||||||||||||||||||||
|
U.S. Iron Ore
|
|
Eastern Canadian Iron Ore
|
|
Asia Pacific
Iron Ore |
|
North American Coal
|
|
Other
|
|
Total
|
|
U.S. Iron Ore
|
|
Eastern
Canadian Iron Ore
|
|
Asia Pacific Iron Ore
|
|
North American Coal
|
|
Other
|
|
Total
|
||||||||||||||||||||||||
Beginning Balance
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
84.5
|
|
|
$
|
—
|
|
|
$
|
80.9
|
|
|
$
|
167.4
|
|
|
$
|
2.0
|
|
|
$
|
986.2
|
|
|
$
|
83.0
|
|
|
$
|
—
|
|
|
$
|
80.9
|
|
|
$
|
1,152.1
|
|
Arising in business combinations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.8
|
|
||||||||||||
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,000.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,000.0
|
)
|
||||||||||||
Impact of foreign currency translation
|
—
|
|
|
—
|
|
|
(10.2
|
)
|
|
—
|
|
|
—
|
|
|
(10.2
|
)
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
||||||||||||
Ending Balance
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
74.3
|
|
|
$
|
—
|
|
|
$
|
80.9
|
|
|
$
|
157.2
|
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
84.5
|
|
|
$
|
—
|
|
|
$
|
80.9
|
|
|
$
|
167.4
|
|
Accumulated Goodwill Impairment Loss
|
$
|
—
|
|
|
$
|
(1,000.0
|
)
|
|
$
|
—
|
|
|
$
|
(27.8
|
)
|
|
$
|
—
|
|
|
$
|
(1,027.8
|
)
|
|
$
|
—
|
|
|
$
|
(1,000.0
|
)
|
|
$
|
—
|
|
|
$
|
(27.8
|
)
|
|
$
|
—
|
|
|
$
|
(1,027.8
|
)
|
|
|
|
(In Millions)
|
||||||||||||||||||||||
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
Classification
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Permits
|
Intangible assets, net
|
|
$
|
129.3
|
|
|
$
|
(33.3
|
)
|
|
$
|
96.0
|
|
|
$
|
136.1
|
|
|
$
|
(31.7
|
)
|
|
$
|
104.4
|
|
Utility contracts
|
Intangible assets, net
|
|
54.7
|
|
|
(38.0
|
)
|
|
16.7
|
|
|
54.7
|
|
|
(32.4
|
)
|
|
22.3
|
|
||||||
Leases
|
Intangible assets, net
|
|
5.7
|
|
|
(3.4
|
)
|
|
2.3
|
|
|
5.7
|
|
|
(3.4
|
)
|
|
2.3
|
|
||||||
Total intangible assets
|
|
|
$
|
189.7
|
|
|
$
|
(74.7
|
)
|
|
$
|
115.0
|
|
|
$
|
196.5
|
|
|
$
|
(67.5
|
)
|
|
$
|
129.0
|
|
Below-market sales contracts
|
Other current liabilities
|
|
$
|
(46.0
|
)
|
|
$
|
7.6
|
|
|
$
|
(38.4
|
)
|
|
$
|
(46.0
|
)
|
|
$
|
—
|
|
|
$
|
(46.0
|
)
|
Below-market sales contracts
|
Other liabilities
|
|
(250.7
|
)
|
|
190.6
|
|
|
(60.1
|
)
|
|
(250.7
|
)
|
|
181.6
|
|
|
(69.1
|
)
|
||||||
Total below-market sales contracts
|
|
|
$
|
(296.7
|
)
|
|
$
|
198.2
|
|
|
$
|
(98.5
|
)
|
|
$
|
(296.7
|
)
|
|
$
|
181.6
|
|
|
$
|
(115.1
|
)
|
|
(In Millions)
|
||||||||||||||
|
June 30, 2013
|
||||||||||||||
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
|
$
|
140.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
140.0
|
|
Derivative assets
|
—
|
|
|
—
|
|
|
45.1
|
|
|
45.1
|
|
||||
Marketable securities
|
23.2
|
|
|
—
|
|
|
—
|
|
|
23.2
|
|
||||
Foreign exchange contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
163.2
|
|
|
$
|
—
|
|
|
$
|
45.1
|
|
|
$
|
208.3
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32.0
|
|
|
$
|
32.0
|
|
Foreign exchange contracts
|
—
|
|
|
56.6
|
|
|
—
|
|
|
56.6
|
|
||||
Total
|
$
|
—
|
|
|
$
|
56.6
|
|
|
$
|
32.0
|
|
|
$
|
88.6
|
|
|
(In Millions)
|
||||||||||||||
|
December 31, 2012
|
||||||||||||||
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
|
$
|
100.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100.0
|
|
Derivative assets
|
—
|
|
|
—
|
|
|
62.4
|
|
|
62.4
|
|
||||
Marketable securities
|
27.0
|
|
|
—
|
|
|
—
|
|
|
27.0
|
|
||||
Foreign exchange contracts
|
—
|
|
|
16.2
|
|
|
—
|
|
|
16.2
|
|
||||
Total
|
$
|
127.0
|
|
|
$
|
16.2
|
|
|
$
|
62.4
|
|
|
$
|
205.6
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11.3
|
|
|
$
|
11.3
|
|
Foreign exchange contracts
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
||||
Total
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
11.3
|
|
|
$
|
13.2
|
|
|
(In Millions)
|
||||||||||||||
|
Derivative Liabilities (Level 3)
|
||||||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Beginning balance
|
$
|
(6.8
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(11.3
|
)
|
|
$
|
(19.5
|
)
|
Total gains
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
(25.2
|
)
|
|
(14.7
|
)
|
|
(32.0
|
)
|
|
(15.8
|
)
|
||||
Settlements
|
—
|
|
|
—
|
|
|
11.3
|
|
|
19.5
|
|
||||
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Ending balance - June 30
|
$
|
(32.0
|
)
|
|
$
|
(15.8
|
)
|
|
$
|
(32.0
|
)
|
|
$
|
(15.8
|
)
|
Total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) on liabilities still held at the reporting date
|
$
|
(25.2
|
)
|
|
$
|
(14.7
|
)
|
|
$
|
(32.0
|
)
|
|
$
|
(15.8
|
)
|
($ in Millions)
|
|
||||||||||||||
June 30, 2013
|
|
||||||||||||||
Debt Instrument
|
|
Type
|
|
Annual Effective Interest Rate
|
|
Final Maturity
|
|
Total Face Amount
|
|
Total Debt
|
|
||||
$700 Million 4.875% 2021 Senior Notes
|
|
Fixed
|
|
4.89%
|
|
2021
|
|
$
|
700.0
|
|
|
$
|
699.4
|
|
(2)
|
$1.3 Billion Senior Notes:
|
|
|
|
|
|
|
|
|
|
|
|
||||
$500 Million 4.80% 2020 Senior Notes
|
|
Fixed
|
|
4.83%
|
|
2020
|
|
500.0
|
|
|
499.2
|
|
(3)
|
||
$800 Million 6.25% 2040 Senior Notes
|
|
Fixed
|
|
6.34%
|
|
2040
|
|
800.0
|
|
|
790.3
|
|
(4)
|
||
$400 Million 5.90% 2020 Senior Notes
|
|
Fixed
|
|
5.98%
|
|
2020
|
|
400.0
|
|
|
398.3
|
|
(5)
|
||
$500 Million 3.95% 2018 Senior Notes
|
|
Fixed
|
|
4.14%
|
|
2018
|
|
500.0
|
|
|
496.1
|
|
(6)
|
||
$1.75 Billion Credit Facility:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revolving Loan
|
|
Variable
|
|
2.05%
|
|
2017
|
|
1,750.0
|
|
|
440.0
|
|
(7)
|
||
Total debt
|
|
|
|
|
|
|
|
$
|
4,650.0
|
|
|
$
|
3,323.3
|
|
|
Less current portion
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|||
Long-term debt
|
|
|
|
|
|
|
|
|
|
$
|
3,323.3
|
|
|
($ in Millions)
|
|
||||||||||||||
December 31, 2012
|
|
||||||||||||||
Debt Instrument
|
|
Type
|
|
Annual Effective Interest Rate
|
|
Final Maturity
|
|
Total Face Amount
|
|
Total Debt
|
|
||||
$1.25 Billion Term Loan
|
|
Variable
|
|
1.83%
|
|
2016
|
|
$
|
847.1
|
|
(1)
|
$
|
847.1
|
|
(1)
|
$700 Million 4.875% 2021 Senior Notes
|
|
Fixed
|
|
4.88%
|
|
2021
|
|
700.0
|
|
|
699.4
|
|
(2)
|
||
$1.3 Billion Senior Notes:
|
|
|
|
|
|
|
|
|
|
|
|
||||
$500 Million 4.80% 2020 Senior Notes
|
|
Fixed
|
|
4.80%
|
|
2020
|
|
500.0
|
|
|
499.2
|
|
(3)
|
||
$800 Million 6.25% 2040 Senior Notes
|
|
Fixed
|
|
6.25%
|
|
2040
|
|
800.0
|
|
|
790.2
|
|
(4)
|
||
$400 Million 5.90% 2020 Senior Notes
|
|
Fixed
|
|
5.90%
|
|
2020
|
|
400.0
|
|
|
398.2
|
|
(5)
|
||
$500 Million 3.95% 2018 Senior Notes
|
|
Fixed
|
|
4.14%
|
|
2018
|
|
500.0
|
|
|
495.7
|
|
(6)
|
||
$1.75 Billion Credit Facility:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revolving Loan
|
|
Variable
|
|
2.02%
|
|
2017
|
|
1,750.0
|
|
|
325.0
|
|
(7)
|
||
Total debt
|
|
|
|
|
|
|
|
$
|
5,497.1
|
|
|
$
|
4,054.8
|
|
|
Less current portion
|
|
|
|
|
|
|
|
|
|
94.1
|
|
|
|||
Long-term debt
|
|
|
|
|
|
|
|
|
|
$
|
3,960.7
|
|
|
(1)
|
During the first quarter of 2013 the term loan was repaid in full through repayments totaling
$847.1 million
. As of
December 31, 2012
,
$402.8 million
had been paid down on the original
$1.25 billion
term loan and, of the remaining term loan
$94.1 million
, was classified as
Current portion of debt
. The current classification was based upon the principal payment terms of the arrangement requiring principal payments on each three-month anniversary following the funding of the term loan.
|
(2)
|
As of
June 30, 2013
and
December 31, 2012
, the
$700 million
4.875 percent
senior notes were recorded at a par value of
$700 million
less unamortized discounts of
$0.6 million
for each period, based on an imputed interest rate of
4.89 percent
.
|
(3)
|
As of
June 30, 2013
and
December 31, 2012
, the
$500 million
4.80 percent
senior notes were recorded at a par value of
$500 million
less unamortized discounts of
$0.8 million
for each period, based on an imputed interest rate of
4.83 percent
.
|
(4)
|
As of
June 30, 2013
and
December 31, 2012
, the
$800 million
6.25 percent
senior notes were recorded at par value of
$800 million
less unamortized discounts of
$9.7 million
and
$9.8 million
, respectively, based on an imputed interest rate of
6.34 percent
.
|
(5)
|
As of
June 30, 2013
and
December 31, 2012
, the
$400 million
5.90 percent
senior notes were recorded at a par value of
$400 million
less unamortized discounts of
$1.7 million
and
$1.8 million
, respectively, based on an imputed interest rate of
5.98 percent
.
|
(6)
|
As of
June 30, 2013
and
December 31, 2012
, the
$500 million
3.95 percent
senior notes were recorded at a par value of
$500 million
less unamortized discounts of
$3.9 million
and
$4.3 million
, respectively, based on an imputed interest rate of
4.14 percent
.
|
(7)
|
As of
June 30, 2013
and
December 31, 2012
,
$440.0 million
and
$325.0 million
revolving loans were drawn under the credit facility, respectively, and the principal amount of letter of credit obligations totaled
$27.7 million
for each period, thereby reducing available borrowing capacity to
$1.3 billion
and
$1.4 billion
for each period, respectively.
|
•
|
Suspend the current Funded Debt to EBITDA ratio requirement for all quarterly measurement periods in 2013, after which point it will revert back to the period ending March 31, 2014 until maturity.
|
•
|
Require a Minimum Tangible Net Worth of approximately
$4.6 billion
as of each of the three-month periods ended March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013. Minimum Tangible Net Worth, in accordance with the amended credit agreement and term loan, is defined as total equity less goodwill and intangible assets.
|
•
|
Maintain a Maximum Total Funded Debt to Capitalization of
52.5 percent
from the amendments' effective date through the period ending December 31, 2013.
|
•
|
The amended agreements retain the Minimum Interest Coverage Ratio requirement of
2.5
to 1.0.
|
|
(In Millions)
|
||||||
|
Capital Leases
|
|
Operating Leases
|
||||
2013 (July 1 - December 31)
|
$
|
35.8
|
|
|
$
|
13.4
|
|
2014
|
65.0
|
|
|
20.1
|
|
||
2015
|
53.6
|
|
|
13.4
|
|
||
2016
|
38.2
|
|
|
8.3
|
|
||
2017
|
31.1
|
|
|
7.5
|
|
||
2018 and thereafter
|
84.6
|
|
|
21.5
|
|
||
Total minimum lease payments
|
$
|
308.3
|
|
|
$
|
84.2
|
|
Amounts representing interest
|
63.3
|
|
|
|
|||
Present value of net minimum lease payments
|
$
|
245.0
|
|
(1)
|
|
(1)
|
The total is comprised of
$50.5 million
and
$194.5 million
classified as
Other current liabilities
and
Other liabilities
, respectively, in the Statements of Unaudited Condensed Consolidated Financial Position at
June 30, 2013
.
|
|
(In Millions)
|
||||||
|
June 30,
2013 |
|
December 31, 2012
|
||||
Environmental
|
$
|
9.1
|
|
|
$
|
15.7
|
|
Mine closure
|
|
|
|
||||
LTVSMC
|
19.1
|
|
|
18.3
|
|
||
Operating mines:
|
|
|
|
||||
U.S. Iron Ore
|
85.1
|
|
|
81.2
|
|
||
Eastern Canadian Iron Ore
|
75.0
|
|
|
88.9
|
|
||
Asia Pacific Iron Ore
|
20.2
|
|
|
22.4
|
|
||
North American Coal
|
39.5
|
|
|
38.6
|
|
||
Total mine closure
|
238.9
|
|
|
249.4
|
|
||
Total environmental and mine closure obligations
|
248.0
|
|
|
265.1
|
|
||
Less current portion
|
12.2
|
|
|
12.3
|
|
||
Long term environmental and mine closure obligations
|
$
|
235.8
|
|
|
$
|
252.8
|
|
(1)
|
Represents a 12-month rollforward of our asset retirement obligation at December 31, 2012.
|
|
(In Millions)
|
||||||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Service cost
|
$
|
9.7
|
|
|
$
|
8.0
|
|
|
$
|
19.6
|
|
|
$
|
16.0
|
|
Interest cost
|
11.7
|
|
|
12.3
|
|
|
23.2
|
|
|
24.3
|
|
||||
Expected return on plan assets
|
(20.0
|
)
|
|
(15.0
|
)
|
|
(33.1
|
)
|
|
(29.8
|
)
|
||||
Amortization:
|
|
|
|
|
|
|
|
||||||||
Prior service costs
|
0.8
|
|
|
0.9
|
|
|
1.5
|
|
|
1.9
|
|
||||
Net actuarial loss
|
8.2
|
|
|
7.6
|
|
|
15.0
|
|
|
15.0
|
|
||||
Net periodic benefit cost
|
$
|
10.4
|
|
|
$
|
13.8
|
|
|
$
|
26.2
|
|
|
$
|
27.4
|
|
|
(In Millions)
|
||||||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Service cost
|
$
|
3.1
|
|
|
$
|
3.9
|
|
|
$
|
6.2
|
|
|
$
|
7.5
|
|
Interest cost
|
4.4
|
|
|
5.4
|
|
|
8.7
|
|
|
10.6
|
|
||||
Expected return on plan assets
|
(5.0
|
)
|
|
(4.3
|
)
|
|
(10.0
|
)
|
|
(8.6
|
)
|
||||
Amortization:
|
|
|
|
|
|
|
|
||||||||
Prior service costs
|
(0.9
|
)
|
|
0.8
|
|
|
(1.8
|
)
|
|
1.5
|
|
||||
Net actuarial loss
|
3.0
|
|
|
2.7
|
|
|
5.8
|
|
|
5.6
|
|
||||
Net periodic benefit cost
|
$
|
4.6
|
|
|
$
|
8.5
|
|
|
$
|
8.9
|
|
|
$
|
16.6
|
|
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)
|
||||
March 11, 2013
|
|
$
|
23.83
|
|
|
2.81
|
|
52.9%
|
|
0.40%
|
|
2.52%
|
|
$
|
17.01
|
|
|
71.38%
|
|
(In Millions)
|
||||||||||
|
Cliffs
Shareholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total Equity
|
||||||
December 31, 2012
|
$
|
4,632.7
|
|
|
$
|
1,128.2
|
|
|
$
|
5,760.9
|
|
Comprehensive income
|
|
|
|
|
|
||||||
Net income
|
253.0
|
|
|
9.1
|
|
|
262.1
|
|
|||
Other comprehensive income (loss)
|
(184.0
|
)
|
|
2.3
|
|
|
(181.7
|
)
|
|||
Total comprehensive income
|
69.0
|
|
|
11.4
|
|
|
80.4
|
|
|||
Issuance of common shares
|
263.4
|
|
|
—
|
|
|
263.4
|
|
|||
Issuance of Preferred Shares
|
731.3
|
|
|
—
|
|
|
731.3
|
|
|||
Stock and other incentive plans
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|||
Common and Preferred Shares dividends
|
(68.9
|
)
|
|
—
|
|
|
(68.9
|
)
|
|||
Capital contribution by noncontrolling
interest to subsidiary
|
—
|
|
|
13.0
|
|
|
13.0
|
|
|||
June 30, 2013
|
$
|
5,631.2
|
|
|
$
|
1,152.6
|
|
|
$
|
6,783.8
|
|
|
(In Millions)
|
||||||||||
|
Cliffs
Shareholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total Equity
|
||||||
December 31, 2011
|
$
|
5,785.0
|
|
|
$
|
1,254.7
|
|
|
$
|
7,039.7
|
|
Comprehensive income
|
|
|
|
|
|
||||||
Net income
|
633.8
|
|
|
31.9
|
|
|
665.7
|
|
|||
Other comprehensive income
|
2.7
|
|
|
3.0
|
|
|
5.7
|
|
|||
Total comprehensive income
|
636.5
|
|
|
34.9
|
|
|
671.4
|
|
|||
Stock and other incentive plans
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|||
Common shares dividends
|
(128.8
|
)
|
|
—
|
|
|
(128.8
|
)
|
|||
Undistributed gains to noncontrolling interest
|
—
|
|
|
8.6
|
|
|
8.6
|
|
|||
Capital contribution by noncontrolling interest
to subsidiary
|
—
|
|
|
22.3
|
|
|
22.3
|
|
|||
Acquisition of controlling interest
|
—
|
|
|
(8.0
|
)
|
|
(8.0
|
)
|
|||
June 30, 2012
|
$
|
6,295.0
|
|
|
$
|
1,312.5
|
|
|
$
|
7,607.5
|
|
|
(In Millions)
|
||||||||||||||||||
|
Postretirement Benefit Liability, net of tax
|
|
Unrealized Net Gain (Loss) on Securities, net of tax
|
|
Unrealized Net Gain (Loss) on Foreign Currency Translation
|
|
Net Unrealized Gain (Loss) on Derivative Financial Instruments, net of tax
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||
Balance December 31, 2011
|
$
|
(408.9
|
)
|
|
$
|
2.6
|
|
|
$
|
312.5
|
|
|
$
|
1.2
|
|
|
$
|
(92.6
|
)
|
Change during 2012
|
10.3
|
|
|
(0.5
|
)
|
|
(6.5
|
)
|
|
(0.6
|
)
|
|
2.7
|
|
|||||
Balance June 30, 2012
|
$
|
(398.6
|
)
|
|
$
|
2.1
|
|
|
$
|
306.0
|
|
|
$
|
0.6
|
|
|
$
|
(89.9
|
)
|
Details about Accumulated Other Comprehensive Income (Loss) Components
|
|
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income
|
|
Affected Line Item in the Statement of Unaudited Condensed Consolidated Operations
|
||||||
|
|
Three Months Ended
June 30, 2013
|
|
Six Months Ended
June 30, 2013
|
|
|
||||
Amortization of Pension and Postretirement Benefit Liability:
|
|
|
|
|
|
|
||||
Prior-service costs
|
|
$
|
(0.1
|
)
|
|
$
|
(0.3
|
)
|
|
(1)
|
Net actuarial loss
|
|
11.2
|
|
|
20.8
|
|
|
(1)
|
||
|
|
11.1
|
|
|
20.5
|
|
|
Total before taxes
|
||
|
|
(3.0
|
)
|
|
(6.0
|
)
|
|
Income tax benefit (expense)
|
||
|
|
$
|
8.1
|
|
|
$
|
14.5
|
|
|
Net of taxes
|
|
|
|
|
|
|
|
||||
Unrealized gain (loss) on securities:
|
|
|
|
|
|
|
||||
Sale of marketable securities
|
|
$
|
(1.1
|
)
|
|
$
|
(1.1
|
)
|
|
Other non-operating expense
|
Impairment
|
|
$
|
5.2
|
|
|
$
|
5.3
|
|
|
Other non-operating expense
|
|
|
4.1
|
|
|
4.2
|
|
|
Total before taxes
|
||
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|
Income tax benefit (expense)
|
||
|
|
$
|
3.6
|
|
|
$
|
3.7
|
|
|
Net of taxes
|
|
|
|
|
|
|
|
||||
Unrealized gain (loss) on derivative financial instruments:
|
|
|
|
|
|
|
||||
Australian dollar foreign exchange contracts
|
|
$
|
(3.7
|
)
|
|
$
|
(6.3
|
)
|
|
Product revenues
|
Canadian dollar foreign exchange contracts
|
|
0.6
|
|
|
0.3
|
|
|
Cost of goods sold and operating expenses
|
||
|
|
(3.1
|
)
|
|
(6.0
|
)
|
|
Total before taxes
|
||
|
|
0.9
|
|
|
1.8
|
|
|
Income tax benefit (expense)
|
||
|
|
$
|
(2.2
|
)
|
|
$
|
(4.2
|
)
|
|
Net of taxes
|
|
|
|
|
|
|
|
||||
Total Reclassifications for the Period
|
|
$
|
9.5
|
|
|
$
|
14.0
|
|
|
|
(1)
|
These accumulated other comprehensive income components are included in the computation of net periodic benefit cost. See
NOTE 12 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS
for further information.
|
Mine
|
|
Cliffs Natural Resources
|
|
ArcelorMittal
|
|
U.S. Steel Canada
|
|
WISCO
|
Empire
|
|
79.0
|
|
21.0
|
|
—
|
|
—
|
Tilden
|
|
85.0
|
|
—
|
|
15.0
|
|
—
|
Hibbing
|
|
23.0
|
|
62.3
|
|
14.7
|
|
—
|
Bloom Lake
|
|
75.0
|
|
—
|
|
—
|
|
25.0
|
|
(In Millions, Except Per Share Amounts)
|
||||||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net Income from Continuing Operations
attributable to Cliffs shareholders |
$
|
146.0
|
|
|
$
|
255.7
|
|
|
$
|
253.0
|
|
|
$
|
626.0
|
|
Income from Discontinued Operations,
net of tax
|
—
|
|
|
2.3
|
|
|
—
|
|
|
7.8
|
|
||||
NET INCOME ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
|
$
|
146.0
|
|
|
$
|
258.0
|
|
|
$
|
253.0
|
|
|
$
|
633.8
|
|
PREFERRED STOCK DIVIDENDS
|
(12.9
|
)
|
|
—
|
|
|
(22.8
|
)
|
|
—
|
|
||||
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
$
|
133.1
|
|
|
$
|
258.0
|
|
|
$
|
230.2
|
|
|
$
|
633.8
|
|
Weighted Average Number of Shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
153.0
|
|
|
142.4
|
|
|
150.4
|
|
|
142.3
|
|
||||
Depositary Shares
|
25.2
|
|
|
—
|
|
|
19.1
|
|
|
—
|
|
||||
Employee Stock Plans
|
0.2
|
|
|
0.4
|
|
|
0.2
|
|
|
0.5
|
|
||||
Diluted
|
178.4
|
|
|
142.8
|
|
|
169.7
|
|
|
142.8
|
|
||||
Earnings per Common Share Attributable to
Cliffs Shareholders - Basic: |
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.87
|
|
|
$
|
1.79
|
|
|
$
|
1.53
|
|
|
$
|
4.40
|
|
Discontinued operations
|
—
|
|
|
0.02
|
|
|
—
|
|
|
0.05
|
|
||||
|
$
|
0.87
|
|
|
$
|
1.81
|
|
|
$
|
1.53
|
|
|
$
|
4.45
|
|
Earnings per Common Share Attributable to
Cliffs Shareholders - Diluted: |
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.82
|
|
|
$
|
1.79
|
|
|
$
|
1.49
|
|
|
$
|
4.39
|
|
Discontinued operations
|
—
|
|
|
0.02
|
|
|
—
|
|
|
0.05
|
|
||||
|
$
|
0.82
|
|
|
$
|
1.81
|
|
|
$
|
1.49
|
|
|
$
|
4.44
|
|
|
(In Millions)
|
||||||
|
Six Months Ended
June 30, |
||||||
|
2013
|
|
2012
|
||||
Capital additions
|
$
|
413.8
|
|
|
$
|
619.5
|
|
Cash paid for capital expenditures
|
501.2
|
|
|
517.0
|
|
||
Difference
|
$
|
(87.4
|
)
|
|
$
|
102.5
|
|
Non-cash accruals
|
$
|
(87.4
|
)
|
|
$
|
53.1
|
|
Capital leases
|
—
|
|
|
49.4
|
|
||
Total
|
$
|
(87.4
|
)
|
|
$
|
102.5
|
|
•
|
Joseph Carrabba will retire as president and chief executive officer effective no later than December 31, 2013.
|
•
|
Laurie Brlas retired as executive vice president and president, global operations, effective July 9, 2013.
|
•
|
James Kirsch was elected non-executive chairman of the Board, replacing Mr. Carrabba's former role as chairman.
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
(In Millions)
|
||||||||||||||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||||
|
2013
|
|
2012
|
|
Variance
Favorable/ (Unfavorable) |
|
2013
|
|
2012
|
|
Variance
Favorable/
(Unfavorable)
|
||||||||||||
Revenues from product sales and services
|
$
|
1,488.5
|
|
|
$
|
1,579.4
|
|
|
$
|
(90.9
|
)
|
|
$
|
2,629.0
|
|
|
$
|
2,791.7
|
|
|
$
|
(162.7
|
)
|
Cost of goods sold and operating expenses
|
(1,220.3
|
)
|
|
(1,136.0
|
)
|
|
(84.3
|
)
|
|
(2,122.9
|
)
|
|
(2,056.5
|
)
|
|
(66.4
|
)
|
||||||
Sales margin
|
$
|
268.2
|
|
|
$
|
443.4
|
|
|
$
|
(175.2
|
)
|
|
$
|
506.1
|
|
|
$
|
735.2
|
|
|
$
|
(229.1
|
)
|
Sales margin %
|
18.0
|
%
|
|
28.1
|
%
|
|
(10.1
|
)%
|
|
19.3
|
%
|
|
26.3
|
%
|
|
(7.0
|
)%
|
|
(In Millions)
|
||||||||||||||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||||
|
2013
|
|
2012
|
|
Variance
Favorable/ (Unfavorable) |
|
2013
|
|
2012
|
|
Variance
Favorable/
(Unfavorable)
|
||||||||||||
Selling, general and administrative expenses
|
$
|
(48.9
|
)
|
|
$
|
(80.8
|
)
|
|
$
|
31.9
|
|
|
$
|
(97.3
|
)
|
|
$
|
(140.4
|
)
|
|
$
|
43.1
|
|
Exploration costs
|
(12.6
|
)
|
|
(29.1
|
)
|
|
16.5
|
|
|
(35.3
|
)
|
|
(47.9
|
)
|
|
12.6
|
|
||||||
Miscellaneous - net
|
55.3
|
|
|
28.4
|
|
|
26.9
|
|
|
56.8
|
|
|
38.0
|
|
|
18.8
|
|
||||||
|
$
|
(6.2
|
)
|
|
$
|
(81.5
|
)
|
|
$
|
75.3
|
|
|
$
|
(75.8
|
)
|
|
$
|
(150.3
|
)
|
|
$
|
74.5
|
|
|
(In Millions)
|
||||||||||||||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||||
|
2013
|
|
2012
|
|
Variance
Favorable/ (Unfavorable) |
|
2013
|
|
2012
|
|
Variance
Favorable/
(Unfavorable)
|
||||||||||||
Interest expense, net
|
$
|
(40.7
|
)
|
|
$
|
(45.3
|
)
|
|
$
|
4.6
|
|
|
$
|
(89.8
|
)
|
|
$
|
(90.4
|
)
|
|
$
|
0.6
|
|
Other non-operating expense
|
(2.8
|
)
|
|
(2.2
|
)
|
|
(0.6
|
)
|
|
(1.7
|
)
|
|
(0.4
|
)
|
|
(1.3
|
)
|
||||||
|
$
|
(43.5
|
)
|
|
$
|
(47.5
|
)
|
|
$
|
4.0
|
|
|
$
|
(91.5
|
)
|
|
$
|
(90.8
|
)
|
|
$
|
(0.7
|
)
|
|
|
(In Millions)
|
||||||||||||||||||||||||||
|
|
|
|
Changes due to:
|
|
|
||||||||||||||||||||||
|
|
Three Months Ended
June 30, |
|
Revenue
and cost rate
|
|
Sales volume
|
|
Idle cost/production volume variance
|
|
Freight and reimburse-ment
|
|
Total change
|
||||||||||||||||
|
|
2013
|
|
2012
|
|
|
|
|
|
|||||||||||||||||||
Revenues from product sales and services
|
|
$
|
701.7
|
|
|
$
|
705.0
|
|
|
$
|
(52.3
|
)
|
|
$
|
33.6
|
|
|
$
|
—
|
|
|
$
|
15.4
|
|
|
$
|
(3.3
|
)
|
Cost of goods sold and operating expenses
|
|
(485.4
|
)
|
|
(418.9
|
)
|
|
(10.7
|
)
|
|
(21.2
|
)
|
|
(19.2
|
)
|
|
(15.4
|
)
|
|
(66.5
|
)
|
|||||||
Sales margin
|
|
$
|
216.3
|
|
|
$
|
286.1
|
|
|
$
|
(63.0
|
)
|
|
$
|
12.4
|
|
|
$
|
(19.2
|
)
|
|
$
|
—
|
|
|
$
|
(69.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Three Months Ended
June 30, |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Per Ton Information
|
|
2013
|
|
2012
|
|
Difference
|
|
Percent change
|
|
|
|
|
|
|
||||||||||||||
Realized product revenue rate
1
|
|
$
|
110.32
|
|
|
$
|
119.51
|
|
|
$
|
(9.19
|
)
|
|
(7.7
|
)%
|
|
|
|
|
|
|
|||||||
Cost of goods sold and operating expenses rate
1
(excluding DDA)
|
|
67.59
|
|
|
62.59
|
|
|
5.00
|
|
|
8.0
|
%
|
|
|
|
|
|
|
||||||||||
Depreciation, depletion & amortization
|
|
4.96
|
|
|
4.37
|
|
|
0.59
|
|
|
13.5
|
%
|
|
|
|
|
|
|
||||||||||
Total cost of goods sold and operating expenses rate
|
|
72.55
|
|
|
66.96
|
|
|
5.59
|
|
|
8.3
|
%
|
|
|
|
|
|
|
||||||||||
Sales margin
|
|
$
|
37.77
|
|
|
$
|
52.55
|
|
|
$
|
(14.78
|
)
|
|
(28.1
|
)%
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales tons
2
(In thousands)
|
|
5,727
|
|
|
5,444
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Production tons
2
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
|
6,116
|
|
|
7,224
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cliffs’ share of total
|
|
4,387
|
|
|
5,366
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
1
Excludes revenues and expenses related to domestic freight, which are offsetting and have no impact on sales margin. Revenues also exclude venture partner cost reimbursements.
|
||||||||||||||||||||||||||||
2
Tons are long tons (2,240 pounds).
|
•
|
The decline of the average revenue rate resulted in a decrease of
$52.3 million
. The average realized product revenue rate declined by
$9.19
per ton or
7.7 percent
to
$110.32
per ton in the second quarter of 2013 as a result of:
|
•
|
Reductions in customer pricing drove a decrease in the average realized rate by $4.16 per ton due primarily to a reduction in market pricing and lower hot-band-steel pricing, which are key components of many of our pricing mechanisms, offset by net positive contractual benefits due to year-over-year changes in the pricing mechanisms.
|
•
|
Customer mix was unfavorable to average realized rates by $5.03 per ton due to increased sales with overseas customers, which have lower realized rates due to higher freight costs as well as an unfavorable mix with our Great Lakes customers.
|
•
|
The reduction in revenue rate was offset partially by higher sales volumes of
283 thousand
tons or
$33.6 million
:
|
•
|
We were able to place more export tons into Europe including contracts transferred from Wabush.
|
•
|
We benefited from additional customer demand including an additional spot contract with a major customer.
|
•
|
These volume increases were offset partially by the non-renewal of one customer contract, the bankruptcy of one customer in 2012 and reduced tonnage with another customer due to an unforeseen plant shutdown.
|
•
|
Higher sales volumes that resulted in increased costs of
$21.2 million
compared to the comparable prior-year period.
|
•
|
Higher idle costs of
$19.2 million
due to the previously announced temporarily idle of production at the Empire mine and the idle of two of the four production lines at our Northshore mine.
|
•
|
Higher fixed costs of $4.62 per ton primarily due to the idling at Empire and Northshore mines increased mine development costs of $2.07 per ton and higher energy costs of $2.93 per ton. These costs were offset partially by lower labor, supplies and repairs and maintenance spending of $4.61 per ton.
|
•
|
Increased depreciation, depletion and amortization rate period-over-period as a result of significant capital placed into service during 2012 at our Michigan operations.
|
•
|
Changes in customer pricing reduced the average revenue rate by $3.52 per ton. This was driven by the year-over-year reduction in market pricing, which is a key component of many of our pricing mechanisms, and hot-band-steel pricing, which impacts revenue generated from specific contracts, which was mitigated by favorable contractual changes to pricing mechanisms on certain contracts.
|
•
|
Customer mix was unfavorable to realized revenue rates by $1.54 per ton partially due to higher sales tonnage to overseas customers, which have lower realized revenue rates driven by freight.
|
•
|
Sales tons were lower by 13 thousand tons due to the bankruptcy of one customer in 2012, non-renewal of one customer contract and reduced tonnage with another customer due to an unforeseen plant shutdown. These reductions were offset by higher exports, as we were able to place more export tons into Europe and additional demand including one additional spot contract with a major customer.
|
•
|
Higher idle costs of
$26.5 million
due to the previously announced temporary idling of production at the Empire mine and the idle of two of the four production lines at our Northshore mine.
|
•
|
Higher fixed costs of $2.21 per ton primarily related to the idling at Empire and Northshore mines and higher energy costs of $2.96 per ton.
|
•
|
These costs were offset partially by lower labor, supplies and repairs and maintenance spending of $4.64 per ton.
|
•
|
The increased depreciation, depletion and amortization rate period-over-period is a result of significant capital placed into service during 2012 at our Michigan operations.
|
|
|
(In Millions)
|
||||||||||||||||||||||||||||||
|
|
|
|
Change due to:
|
|
|
||||||||||||||||||||||||||
|
|
Three Months Ended
June 30, |
|
Revenue
and cost rate
|
|
Sales volume
|
|
Idle cost/ production volume variance
|
|
Inventory write-down
|
|
Exchange rate
|
|
Total change
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
|
|
|
|
|
||||||||||||||||||||||
Revenues from product sales and services
|
|
$
|
213.9
|
|
|
$
|
303.9
|
|
|
$
|
(26.7
|
)
|
|
$
|
(63.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(90.0
|
)
|
Cost of goods sold and operating expenses
|
|
(263.6
|
)
|
|
(292.2
|
)
|
|
(14.0
|
)
|
|
56.8
|
|
|
9.3
|
|
|
(26.4
|
)
|
|
2.9
|
|
|
28.6
|
|
||||||||
Sales margin
|
|
$
|
(49.7
|
)
|
|
$
|
11.7
|
|
|
$
|
(40.7
|
)
|
|
$
|
(6.5
|
)
|
|
$
|
9.3
|
|
|
$
|
(26.4
|
)
|
|
$
|
2.9
|
|
|
$
|
(61.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Three Months Ended
June 30, |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Per Ton Information
|
|
2013
|
|
2012
|
|
Difference
|
|
Percent change
|
|
|
|
|
|
|
|
|
||||||||||||||||
Realized product revenue rate
|
|
$
|
110.66
|
|
|
$
|
128.39
|
|
|
$
|
(17.73
|
)
|
|
(13.8
|
)%
|
|
|
|
|
|
|
|
|
|||||||||
Cost of goods sold and operating expenses rate (excluding DDA)
|
|
114.43
|
|
|
107.14
|
|
|
7.29
|
|
|
6.8
|
%
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation, depletion & amortization
|
|
21.93
|
|
|
16.31
|
|
|
5.62
|
|
|
34.5
|
%
|
|
|
|
|
|
|
|
|
||||||||||||
Total cost of goods sold and operating expenses rate
|
|
136.36
|
|
|
123.45
|
|
|
12.91
|
|
|
10.5
|
%
|
|
|
|
|
|
|
|
|
||||||||||||
Sales margin
|
|
$
|
(25.70
|
)
|
|
$
|
4.94
|
|
|
$
|
(30.64
|
)
|
|
n/m
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sales tons
1
(In thousands)
|
|
1,933
|
|
|
2,367
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Production tons
1
(In thousands)
|
|
2,111
|
|
|
1,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
1
Tons are metric tons (2,205 pounds).
|
•
|
Lower Wabush pellet sales volumes of 454 thousand tons, which resulted in lower revenues of $65.6 million due primarily to the transition and idling of pellet production at the Wabush Scully mine.
|
•
|
Decreased revenue rate primarily driven by changes in spot market pricing offset by lower freight rates resulted in a decrease of
$26.7 million
.
|
◦
|
A decrease in the Platts 62 percent Fe spot rate to an average of $126 per ton from $141 per ton in the comparable prior-year quarter resulted in a decrease of $15 per ton.
|
◦
|
As our Eastern Canadian Iron Ore segment ceased pellet production at our Wabush facility in June 2013 and going forward will only be producing sinter feed, pellet sales will continue to decrease as a percentage of the product mix in the future. During the second quarter of 2013, 24 percent of products sold were pellets, compared to 39 percent in the comparable prior-year period, which resulted in the realized revenue rate decreasing by $2 per ton due to fewer sales with pellet premiums.
|
◦
|
Other decreases included lower market premiums for higher iron content and unfavorable provisional adjustments due to the falling Platts pricing in the quarter.
|
◦
|
Offset by a $4 per ton increase to net revenue due to lower freight rates. The Brazil to China benchmark freight rates decreased by nine percent in the second quarter of 2013 compared to the second quarter of 2012.
|
•
|
Lower Wabush pellet sales volumes resulted in decreased costs of $59.0 million compared to the comparable prior-year period.
|
•
|
Incremental idle production costs of
$9.3 million
at our Wabush operations in the second quarter of 2012 did not recur.
|
•
|
Offset by inventory write-downs at our Wabush operations of
$26.4 million
related to an unsaleable inventory impairment charge and lower-of-cost-or-market charges.
|
•
|
Higher pellet inventory cost incurred in the second quarter of 2013 compared to the prior-year quarter resulted in increased costs of $15.1 million. Although production costs have decreased in 2013, there was greater fixed-cost leverage as a result of higher projected full-year production tons in the prior year.
|
•
|
Lower spot market pricing by $5 per ton as the average Platts 62 percent Fe rates declined from $142 per ton in the first half of 2012 to $137 per ton in the first half of 2013;
|
•
|
Lower pellet premiums of $2 per ton mainly due to the change in product mix as we sold only 23 percent of our tons as pellets in the first half of 2013, compared to 33 percent in the first half of 2012. As our Eastern Canadian Iron Ore business ceased pellet production at our Wabush facility in June 2013 and going forward will only be producing sinter feed, pellet sales will continue to decrease as a percentage of the product mix in the future; and
|
•
|
Offset by lower freight rates improving the average revenue rate by $5 per ton. The Brazil to China benchmark freight rates decreased by 12 percent in the first half of 2013 compared to the first half of 2012.
|
•
|
Lower Wabush pellet sales volumes resulted in decreased costs of $68.3 million compared to the comparable prior-year period.
|
•
|
Incremental idle production costs at our Wabush operations of
$17.3 million
in the first half of 2012 did not recur.
|
•
|
Lower costs of $10.2 million at our Bloom Lake mine resulted from reduced spending on external services and lower transshipping costs.
|
•
|
Offset by $27.5 million of higher pellet inventory cost at Wabush incurred in the first half of 2013 compared to the prior year. Although production costs have decreased in the current year, there was greater fixed-cost leverage as a result of higher projected full-year production tons in the prior year.
|
•
|
Further offset by inventory write-downs at our Wabush operations of
$26.4 million
related to an unsaleable inventory impairment charge and lower-of-cost-or-market charges.
|
|
|
(In Millions)
|
||||||||||||||||||||||||||
|
|
|
|
Change due to:
|
|
|
||||||||||||||||||||||
|
|
Three Months Ended
June 30, |
|
Revenue
and cost rate
|
|
Sales volume
|
|
Completion of Cockatoo Mining Stage 3
|
|
Exchange rate
|
|
Total change
|
||||||||||||||||
|
|
2013
|
|
2012
|
|
|
|
|
||||||||||||||||||||
Revenues from product sales and services
|
|
$
|
327.0
|
|
|
$
|
361.3
|
|
|
$
|
(18.9
|
)
|
|
$
|
17.8
|
|
|
$
|
(27.9
|
)
|
|
$
|
(5.3
|
)
|
|
$
|
(34.3
|
)
|
Cost of goods sold and operating expenses
|
|
(232.0
|
)
|
|
(214.5
|
)
|
|
(25.0
|
)
|
|
(10.2
|
)
|
|
13.1
|
|
|
4.6
|
|
|
(17.5
|
)
|
|||||||
Sales margin
|
|
$
|
95.0
|
|
|
$
|
146.8
|
|
|
$
|
(43.9
|
)
|
|
$
|
7.6
|
|
|
$
|
(14.8
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(51.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Three Months Ended
June 30, |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Per Ton Information
|
|
2013
|
|
2012
|
|
Difference
|
|
Percent change
|
|
|
|
|
|
|
||||||||||||||
Realized product revenue rate
|
|
$
|
109.36
|
|
|
$
|
117.73
|
|
|
$
|
(8.37
|
)
|
|
(7.1
|
)%
|
|
|
|
|
|
|
|||||||
Cost of goods sold and operating expenses rate (excluding DDA)
|
|
63.65
|
|
|
56.92
|
|
|
6.73
|
|
|
11.8
|
%
|
|
|
|
|
|
|
||||||||||
Depreciation, depletion & amortization
|
|
13.95
|
|
|
12.97
|
|
|
0.98
|
|
|
7.6
|
%
|
|
|
|
|
|
|
||||||||||
Total cost of goods sold and operating expenses rate
|
|
77.60
|
|
|
69.89
|
|
|
7.71
|
|
|
11.0
|
%
|
|
|
|
|
|
|
||||||||||
Sales margin
|
|
$
|
31.76
|
|
|
$
|
47.84
|
|
|
$
|
(16.08
|
)
|
|
(33.6
|
)%
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales tons
1
(In thousands)
|
|
2,990
|
|
|
3,069
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Production tons
1
(In thousands)
|
|
2,916
|
|
|
2,842
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
1
Metric tons (2,205 pounds). Cockatoo Island production and sales are reflected at our 50 percent share during the second quarter of 2012.
|
•
|
The decrease in the Platts 62 percent Fe spot rate to an average of $126 per ton from $141 per ton in the comparable prior-year quarter negatively impacted the revenue rate resulting in a decrease of $41.8 million or $14 per ton to our realized revenue rate.
|
•
|
The low-grade iron ore sales campaign at lower spot pricing due to iron content in the prior period that did not recur in 2013 positively impacted the revenue rate resulting in an increase of $20.2 million or $7 per ton for the current period.
|
•
|
We completed the mining of Stage 3 at Cockatoo and sold our interest during the third quarter of 2012, resulting in a revenue decrease of
$27.9 million
or 224 thousand tons in the second quarter of 2013, compared to the same period in the prior year.
|
•
|
These decreases were partially offset by positive sales volume variance due to 145 thousand additional sales tons at Koolyanobbing in the second quarter of 2013 compared to the comparable period in the prior year as a result of timing of shipments, which resulted in $17.8 million of additional revenue.
|
•
|
Higher sales volumes at Koolyanobbing, which resulted in higher costs of
$10.2 million
compared to the comparable period in the prior year;
|
•
|
Higher costs of $23.4 million as a result of the absence of low-grade tons, which were produced at a lower cost; and
|
•
|
These increases in costs were offset partially, as we completed the mining of Stage 3 at Cockatoo and sold our interest at the end of the third quarter of 2012, resulting in a decrease in costs of
$13.1 million
compared to the same period in the prior year.
|
•
|
The decrease in the Platts 62 percent Fe spot rate to an average of $137 per ton from $142 per ton during the comparable first six months of the prior year negatively impacted the revenue rate resulting in a decrease of $27.7 million or $5 per ton to our realized revenue rate.
|
•
|
Lower Fe standard grade product in 2013 compared to 2012 resulted in price reductions due to penalties in the first half of 2013 compared to the same period in 2012, which negatively impacted the revenue rate resulting in a decrease of $22.0 million or approximately $4 per ton.
|
•
|
We completed the mining of Stage 3 at Cockatoo and sold our interest at the end of the third quarter of 2012, resulting in a revenue decrease of
$59.7 million
or 462 thousand tons compared to the same period in the prior year.
|
•
|
Sales volume during the six months ended
June 30, 2013
at Koolyanobbing decreased to
5.3 million
metric tons compared with 5.4 million metric tons in the comparable period in
2012
, resulting in a decrease in revenue of
$10.7 million
.
|
•
|
We completed the mining of Stage 3 at Cockatoo and sold our interest at the end of the third quarter of 2012, resulting in a decrease in costs of
$34.3 million
compared to the same period in the prior year.
|
•
|
Lower sales volumes at Koolyanobbing resulted in lower costs of
$6.6 million
compared to the comparable period in the prior year.
|
•
|
These decreases were offset primarily by higher logistics costs of $20.9 million mainly attributable to higher haulage and railed tons, higher ship-loading handling charge and higher mining and crushing costs of $14.4 million in the first six months of 2013 mainly due to increased production.
|
|
|
(In Millions)
|
||||||||||||||||||||||||||
|
|
|
|
Change due to:
|
|
|
||||||||||||||||||||||
|
|
Three Months Ended
June 30, |
|
Revenue
and cost rate
|
|
Sales volume
|
|
Idle cost/ production volume variance
|
|
Freight and reimbursement
|
|
Total change
|
||||||||||||||||
|
|
2013
|
|
2012
|
|
|
|
|
|
|||||||||||||||||||
Revenues from product sales and services
|
|
$
|
245.9
|
|
|
$
|
209.2
|
|
|
$
|
(32.5
|
)
|
|
$
|
67.2
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
36.7
|
|
Cost of goods sold and operating expenses
|
|
(239.3
|
)
|
|
(218.8
|
)
|
|
51.9
|
|
|
(70.4
|
)
|
|
—
|
|
|
(2.0
|
)
|
|
(20.5
|
)
|
|||||||
Sales margin
|
|
$
|
6.6
|
|
|
$
|
(9.6
|
)
|
|
$
|
19.4
|
|
|
$
|
(3.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Three Months Ended
June 30, |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Per Ton Information
|
|
2013
|
|
2012
|
|
Difference
|
|
Percent change
|
|
|
|
|
|
|
||||||||||||||
Realized product revenue rate
1
|
|
$
|
104.89
|
|
|
$
|
120.32
|
|
|
$
|
(15.43
|
)
|
|
(12.8
|
)%
|
|
|
|
|
|
|
|||||||
Cost of goods sold and operating expenses rate
1
(excluding DDA)
|
|
88.12
|
|
|
110.72
|
|
|
(22.6
|
)
|
|
(20.4
|
)%
|
|
|
|
|
|
|
||||||||||
Depreciation, depletion & amortization
|
|
13.61
|
|
|
15.87
|
|
|
(2.26
|
)
|
|
(14.2
|
)%
|
|
|
|
|
|
|
||||||||||
Total cost of goods sold and operating expenses rate
|
|
101.73
|
|
|
126.59
|
|
|
(24.86
|
)
|
|
(19.6
|
)%
|
|
|
|
|
|
|
||||||||||
Sales margin
|
|
$
|
3.16
|
|
|
$
|
(6.27
|
)
|
|
$
|
9.43
|
|
|
n/m
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales tons
2
(In thousands)
|
|
2,087
|
|
|
1,531
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Production tons
2
(In thousands)
|
|
1,729
|
|
|
1,348
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
1
Excludes revenues and expenses related to domestic freight, which are offsetting and have no impact on sales margin.
|
||||||||||||||||||||||||||||
2
Tons are short tons (2,000 pounds).
|
•
|
Sales volume increased by
556 thousand
tons or
36.3 percent
during the second quarter of
2013
in comparison to the prior-year period resulting in an increase in revenue of
$67.2 million
, primarily due to:
|
◦
|
Oak Grove mine had increased saleable coal available in the second quarter of 2013 compared to the prior year. The Oak Grove preparation plant only came into full operation during the second quarter of 2012 following needed repairs due to the severe weather damage that occurred in 2011. Consequently, time was needed to rebuild the inventory at the export terminals.
|
◦
|
Increased production at Pinnacle due to more consistent demand.
|
•
|
Our realized product revenue rate for the three months ended
June 30, 2013
resulted in a decrease of
$32.5 million
or
12.8 percent
on a per-ton basis. This decrease is due primarily to the downward trend in market pricing period-over-period, mitigated by annually priced contracts, carry-over contracts and product mix from our high-volatile metallurgical coals.
|
•
|
Product sales mix for low-volatile metallurgical, high-volatile metallurgical and thermal coal were 71.3 percent, 20.3 percent and 8.4 percent, respectively, in the second quarter of
2013
compared to 63.2 percent, 23.9 percent and 12.9 percent for the comparable period in
2012
. The benefit from customer mix was favorable by $1.53 per ton or $3.2 million.
|
•
|
Higher sales volume attributable to additional low-volatile metallurgical coal sales, as discussed above, resulting in an additional
$70.4 million
of costs.
|
•
|
The change in sales mix to more low-volatile coal, as discussed above, increased costs by $2.41 per ton or $5.0 million.
|
•
|
Depreciation, depletion and amortization decreasing on a per-ton basis mainly due to increased sales volume, which decreased the rate by $3.70 per ton. This was offset partially by an additional $3.0 million or $1.44 per ton of depreciation, depletion and amortization in the second quarter of 2013 as the Lower War Eagle mine moved into the production stage of mining in November 2012.
|
•
|
Partially offset by lower costs associated with supplies and parts of $10.52 per ton or $22.0 million and lower employment costs of $9.66 per ton or $20.2 million.
|
•
|
Sales volume increases of
936 thousand
tons or
31.9 percent
during the first half of
2013
in comparison to the prior-year period resulted in an increase in revenue of
$112.6 million
, primarily due to:
|
◦
|
Oak Grove mine had increased saleable coal available in the first half of 2013 compared to the prior year as the force majeure related to the April 2011 tornado extended into April 2012.
|
◦
|
CLCC metallurgical coal was higher due to increased market demand in 2013.
|
•
|
Our realized product revenue rate for the six months ended
June 30, 2013
resulted in a decrease of
$51.8 million
or
11.2 percent
on a per-ton basis. This decrease primarily is due to the downward trend in market pricing period-over-period, mitigated by annually
|
•
|
Product sales mix for low-volatile metallurgical, high-volatile metallurgical and thermal coal were 70.0 percent, 21.8 percent and 8.2 percent, respectively, in the first half of
2013
compared to 61.9 percent, 22.1 percent and 16.0 percent for the comparable period in
2012
. The customer mix impact was favorable by $7.36 per ton or $28.5 million based on the higher price of low-volatile coal and lower rates for thermal coal.
|
•
|
Higher sales volume attributable to additional low-volatile metallurgical coal sales, as discussed above, resulting in an additional
$111.0 million
of costs.
|
•
|
The change in sales mix to more low-volatile coal, as discussed above, increased costs by $2.86 per ton or $11.1 million.
|
•
|
Partially offset by lower costs associated with supplies and parts of $6.95 per ton or $26.9 million and lower employment costs of $5.56 per ton or $21.5 million.
|
•
|
Suspend the current Funded Debt to EBITDA ratio requirement for all quarterly measurement periods in 2013, after which point it will revert back to the debt to earnings ratio for the period ending March 31, 2014 until maturity.
|
•
|
Require a Minimum Tangible Net Worth of approximately $4.6 billion as of each of the three-month periods ended March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013. Minimum
|
•
|
Maintain a Maximum Total Funded Debt to Capitalization of 52.5 percent from the amendments' effective date through the period ending December 31, 2013.
|
•
|
The amended agreements retain the Minimum Interest Coverage Ratio requirement of 2.5 to 1.0.
|
•
|
2013 U.S. and Canada blast furnace steel production of 40 - 45 million tons
|
•
|
2013 average hot-rolled steel pricing of $615 per ton
|
•
|
Approximately 50% of the expected 2013 sales volume is linked to seaborne iron ore pricing
|
•
|
uncertainty or weaknesses in global economic conditions, including downward pressure on prices, reduced market demand and any slowing of the economic growth rate in China;
|
•
|
trends affecting our financial condition, results of operations or future prospects, particularly the continued volatility of iron ore and coal prices;
|
•
|
our ability to successfully integrate acquired companies into our operations and achieve post-acquisition synergies, including without limitation, Cliffs Quebec Iron Mining Limited (formerly Consolidated Thompson Iron Mining Limited);
|
•
|
our ability to successfully identify and consummate any strategic investments and complete planned divestitures;
|
•
|
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;
|
•
|
our ability to reach agreement with our iron ore customers regarding modifications to sales contract pricing escalation provisions to reflect a shorter-term or spot-based pricing mechanism;
|
•
|
the impact of price-adjustment factors on our sales contracts;
|
•
|
changes in sales volume or mix;
|
•
|
our actual economic iron ore and coal reserves or reductions in current mineral estimates, including whether any mineralized material qualifies as a reserve;
|
•
|
the impact of our customers using other methods to produce steel or reducing their steel production;
|
•
|
events or circumstances that could impair or adversely impact the viability of a mine and the carrying value of associated assets;
|
•
|
the results of prefeasibility and feasibility studies in relation to projects;
|
•
|
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;
|
•
|
our ability to cost effectively achieve planned production rates or levels;
|
•
|
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;
|
•
|
availability of capital and our ability to maintain adequate liquidity and successfully implement our financing plans;
|
•
|
our ability to maintain appropriate relations with unions and employees and enter into or renew collective bargaining agreements on satisfactory terms;
|
•
|
risks related to international operations;
|
•
|
availability of capital equipment and component parts;
|
•
|
the potential existence of significant deficiencies or material weakness in our internal controls over financial reporting;
|
•
|
problems or uncertainties with productivity, tons mined, transportation, mine-closure obligations, environmental liabilities, employee-benefit costs and other risks of the mining industry; and
|
•
|
the risk factors identified in Part I - Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
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
|
|||
April 1 - 30, 2013
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
—
|
May 1 - 31, 2013
|
|
1,177
|
|
|
$
|
21.90
|
|
|
—
|
|
—
|
June 1 - 30, 2013
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
—
|
Total
|
|
1,177
|
|
|
$
|
21.90
|
|
|
—
|
|
—
|
(1)
|
These shares were delivered to us by employees to satisfy tax withholding obligations due upon the vesting or payment of stock awards or scheduled distributions from our VNQDC Plan.
|
Item 4.
|
Mine Safety Disclosures
|
Item 6.
|
Exhibits
|
(a)
|
List of Exhibits — Refer to Exhibit Index on pg.
79
.
|
|
|
|
CLIFFS NATURAL RESOURCES INC.
|
||||
|
|
|
|
|
|||
|
|
|
By:
|
|
/s/ Timothy K. Flanagan
|
||
|
|
|
|
|
Name:
|
|
Timothy K. Flanagan
|
|
|
|
|
|
Title:
|
|
Vice President, Corporate
|
|
|
|
|
|
|
|
Controller and Chief Accounting Officer
|
Date:
|
July 26, 2013
|
|
|
|
|
|
|
Exhibit
Number
|
Exhibit
|
Pagination by Sequential Numbering System
|
3.1
|
Third Amended Articles of Incorporation of Cliffs Natural Resources Inc. (as filed with the Secretary of State of the State of Ohio on May 13, 2013)
|
Filed Herewith
|
4.1
|
Seventh Supplemental Indenture between Cliffs and U.S. Bank National Association, as trustee, dated May 7, 2013
|
Filed Herewith
|
10.1
|
*Non-Employee Director Phantom Stock Unit Award Agreement, by and between Cliffs Natural Resources Inc. and James F. Kirsch, dated July 9, 2013
|
Filed Herewith
|
10.2
|
*Severance Agreement, by and between Joseph A. Carrabba and Cliffs Natural Resources Inc. and its affiliates, dated July 17, 2013
|
Filed Herewith
|
10.3
|
**Pellet Supply Term Sheet for Pellet Sale and Purchase Agreement among The Cleveland-Cliffs Iron Company, Cliffs Mining Company, Northshore Mining Company and Essar Steel Algoma Inc., dated and effective May 31, 2013
|
Filed Herewith
|
31.1
|
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 Joseph A. Carrabba as of July 26, 2013
|
Filed Herewith
|
31.2
|
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 Terrance M. Paradie as of July 26, 2013
|
Filed Herewith
|
32.1
|
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 Joseph A. Carrabba, President and Chief Executive Officer of Cliffs Natural Resources Inc., as of July 26, 2013
|
Filed Herewith
|
32.2
|
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 Terrance M. Paradie, Executive Vice President and Chief Financial Officer of Cliffs Natural Resources Inc., as of July 26, 2013
|
Filed Herewith
|
95
|
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
|
|
Stock Price on Effective Date
|
|||||||||||||||
Effective Date
|
$15.00
|
$20.00
|
$25.00
|
$29.00
|
$32.00
|
$35.53
|
$40.00
|
$45.00
|
$50.00
|
$55.00
|
$60.00
|
$65.00
|
$70.00
|
$80.00
|
$90.00
|
February 21, 2013
|
28.5480
|
28.7280
|
28.5040
|
28.2760
|
28.1200
|
27.9680
|
27.8280
|
27.7280
|
27.6760
|
27.6600
|
27.6640
|
27.6840
|
27.7120
|
27.7800
|
27.8480
|
February 1, 2014
|
30.5640
|
30.4040
|
29.8080
|
29.3000
|
28.9600
|
28.6320
|
28.3160
|
28.0880
|
27.9480
|
27.8760
|
27.8440
|
27.8400
|
27.8480
|
27.8880
|
27.9360
|
February 1, 2015
|
32.6680
|
32.4240
|
31.4840
|
30.5560
|
29.9120
|
29.2840
|
28.7080
|
28.3160
|
28.1080
|
28.0080
|
27.9720
|
27.9640
|
27.9720
|
28.0000
|
28.0320
|
February 1, 2016
|
34.4840
|
34.4840
|
34.4840
|
34.4840
|
31.2520
|
28.1480
|
28.1480
|
28.1480
|
28.1480
|
28.1480
|
28.1480
|
28.1480
|
28.1480
|
28.1480
|
28.1480
|
CLIFFS NATURAL RESOURCES INC.
|
||
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Wells Fargo Bank, N.A.,
as Transfer Agent
|
||
By:
|
|
|
|
Name:
|
|
|
Title:
|
Authorized Signatory
|
Section 1.01.
|
Scope of Supplemental Indenture; General.........................................
2
|
Section 2.01.
|
Amendment to Section 6.2 of Base Indenture......................................
2
|
Section 2.02.
|
Amendment to Section 7.7 of Base Indenture......................................
3
|
Section 3.01.
|
Effectiveness of Seventh Supplemental Indenture...............................
3
|
Section 4.01.
|
Governing Law.....................................................................................
3
|
Section 4.02.
|
Capitalized Terms................................................................................
3
|
Section 4.03.
|
Recitals................................................................................................
3
|
|
i
|
|
Section 2.01.
|
Amendment to Section 6.2 of Base Indenture
.
|
Section 2.02.
|
Amendment to Section 7.7 of Base Indenture
.
|
CLIFFS NATURAL RESOURCES INC.
|
By:
/s/ Terrance M. Paradie
|
Name: Terrance M. Paradie
|
Title: Senior Vice President and Chief Financial Officer
|
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
|
By:
/s/ Elizabeth A. Thuning
|
Name: Elizabeth A. Thuning
|
Title: Vice President
|
1.
|
Grant of Phantom Stock Units
. The Company, by action of the Board taken solely by the Applicable Directors, hereby grants to the Director, as of the date hereof,
45,760
Phantom Stock Units, on the terms and conditions hereinafter set forth. The Phantom Stock Units represent the unfunded, unsecured right of the Director to receive a cash payment of the “Settlement Value” (as defined below) on the “Payment Date” (as defined below).
|
2.
|
Payment of Settlement Value; Forfeiture.
|
3.
|
Adjustments Upon Certain Events.
In the event of any change in the outstanding Shares by reason of any stock split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares (with the exception of any dividends other than extraordinary dividends) or any transaction similar to the foregoing (collectively, an “
Adjustment Event
”), the Board may, in its sole discretion and without liability to any person, adjust the number of Phantom Stock Units and the method of computing the Settlement Value to reflect such Adjustment Event;
provided
that such adjustment shall be consistent with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and any applicable guidance thereunder (“
Section 409A of the Code
”).
|
4.
|
Authority of the Board
. The Board shall have final authority to interpret and construe this Agreement and to make any and all determinations under this Agreement, and its decision shall be binding and conclusive upon the Director and his legal representative in respect of any questions arising under this Agreement.
|
5.
|
No Right to Continued Service as a Director
. Nothing in this Agreement shall be construed as giving the Director the right to continue to serve as a director of the Company, or in any other capacity with the Company.
|
6.
|
No Acquired Rights
. In receiving the grant of Phantom Stock Units under this Agreement, the Director acknowledges and accepts that the Board has the power to amend or terminate this Agreement at any time and that the opportunity given to the Director to receive the grant of Phantom Stock Units or the payment of the Settlement Value under this Agreement is entirely at the discretion of the Board and does not obligate the Company or any of its affiliates to offer any same or similar grants or payments in the future (whether on the same or different terms); provided that, no amendment to this Agreement by the Board shall adversely affect the rights of the Director hereunder without the written consent of the Director.
|
7.
|
No Funding; No Rights of a Shareholder
. The Director's interest in the Phantom Stock Units is that of a general, unsecured creditor of the Company. The Director shall not have any rights as a shareholder of the Company in respect of the Phantom Stock Units.
|
8.
|
Assignment
. The Director’s rights under this Agreement may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Director otherwise
|
9.
|
Governing Law
. This Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio without regard to principles of conflicts of law thereof, or principals of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Ohio.
|
10.
|
Headings
. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
|
11.
|
Section 409A of the Code
. Notwithstanding anything in this Agreement to the contrary, any payments hereunder that would be subject to a penalty tax or accelerated income tax under Section 409A of the Code shall be deferred until the earliest date that such payments may be made without the imposition of such tax.
|
12.
|
Successors
. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Director and the beneficiaries, executors, administrators, heirs and successors of the Director.
|
13.
|
Notices
. Any notice hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally, transmitted by email (delivery receipt requested, upon confirmation of receipt), sent by telecopy, or sent by certified or registered mail, postage prepaid, as follows:
|
14.
|
Severability
. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
|
15.
|
Signature in Counterparts.
This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
CLIFFS NATURAL RESOURCES INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kelly Tompkins
|
|
Name: Kelly Tompkins
|
|
Title: EVP, Chief Administrative Officer and President, Cliffs China
|
|
|
|
|
|
|
|
|
By:
|
/s/ James F. Kirsch
|
|
James F. Kirsch
|
A.
|
On the Retirement Date, Employee’s employment with the Company shall cease, he shall cease to be the President and Chief Executive Officer of the Company, and he shall resign from any other positions that he then holds with the Company as of the Retirement Date, including without limitation as a member of the Board. As of the Retirement Date, Employee shall be released from his duties with the Company and cease to have any authority to conduct business on behalf of the Company. Employee will continue to receive his base salary and employee benefits, in the ordinary course of business consistent with past practice, through the Retirement Date.
|
B.
|
Subject to Section I.C, Employee shall receive the following payments (collectively, the “Payments”) and benefits (collectively, the “Benefits”) if Employee (1) executes this Agreement, (2) signs, notarizes and delivers the release of claims in the form attached hereto (“Release”) not earlier than the calendar day following the Retirement Date and not later than the date provided therein (i.e., five (5) calendar days following the Retirement Date); and (3)
|
◦
|
Employee shall continue to participate in the Company’s Executive Management Performance Incentive Plan (the “EMPI Plan”) for 2013, with the bonus payout to be determined based on actual performance during the applicable performance period and paid,
less
appropriate withholdings and deductions, in a lump sum when (but not prior to the Effective Date), and at the rate, the EMPI Plan bonuses are paid to active employees of the Company, which is expected to be in the first quarter of 2014. For the avoidance of doubt, (1) Employee’s EMPI Plan bonus in respect of 2013 shall not be prorated, even if the Retirement Date occurs prior to December 31, 2013, (2) Employee shall not participate in the EMPI Plan for 2014 and subsequent years, and (3) Employee engaging in any competitive activity shall not result in the forfeiture of Employee’s EMPI Plan bonus.
|
◦
|
A cash payment equal to $5,280,000, which is equal to twenty-four (24) months Base Pay ($1,100,000 * 2 = $2,200,000) plus two times an additional amount that represents an annual incentive bonus payable at target ($1,100,000 * 140% * 2 = $3,080,000), paid,
less
appropriate withholdings and deductions, in a lump sum within thirty (30) days after the Retirement Date, but not prior to the Effective Date.
|
◦
|
A cash payment in respect of Employee’s earned but unused vacation for 2013, paid,
less
appropriate withholdings and deductions, in a lump sum within thirty (30) days after the Retirement Date, but not prior to the Effective Date.
|
◦
|
If the Retirement Date occurs prior to December 31, 2013, a cash payment equal to the base salary Employee would have earned for the period from the Retirement Date through December 31, 2013 had he continued to work through December 31, 2013,
less
appropriate withholdings and deductions, in a lump sum within thirty (30) days after the Retirement Date, but not prior to the Effective Date.
|
◦
|
Continued coverage under the medical, prescription drug, dental, and vision benefit programs under the health care plan for active employees offered by the Company, if any (the “Active Health Care Plan”), for Employee and Employee’s eligible dependents, through the period described below as long as Employee or Employee’s eligible dependents timely and properly pay(s) the same portion of the costs of such coverages as is paid by similarly situated active employees. Such coverages will end, as to Employee or any eligible dependent, at the earlier of:
|
▪
|
The date Employee or the eligible dependent, as applicable, fail(s) to pay his or her share of the costs for such coverages;
|
▪
|
The death of Employee or the eligible dependent, as applicable; or
|
▪
|
The end of the month during which Employee attains age sixty-five (65);
provided
,
that
, in the event that Employee’s spouse on the date hereof (the “Spouse”) has not attained age sixty-five (65) at the time that coverage under the Active Health Care Plan ends in accordance with this subsection, the Spouse shall be eligible to participate in the Company’s “access only” retiree medical plan until the Spouse attains age sixty-five (65), as long as Employee or the Spouse timely and properly pays the applicable premiums under the “access only” retiree medical plan.
|
◦
|
Employee shall be entitled to vest in the performance share awards held by him on the date hereof based on actual performance through the entire applicable performance period of each such award, in each case with the number of shares earned prorated by multiplying (1) the number of shares earned, without regard to this sentence, by (2) the quotient of (i) the number of full months in the applicable performance period through December 31, 2013, over (ii) the number of full months in such performance period; with the number of shares so earned to be paid out in the manner and at the time (but not prior to the Effective Date) specified by the terms of each such award. For the avoidance of doubt, notwithstanding anything to the contrary contained in any other plan, policy or arrangement, Employee engaging in any competitive activity shall not result in the forfeiture of the performance share awards held by him on the date hereof.
|
◦
|
Employee shall be entitled to vest in the restricted share unit awards held by him on the date hereof, with the number of shares earned in the case of each such award prorated by multiplying (1) the number of shares earned, without regard to this sentence, by (2) the quotient of (i) the number of full months in the applicable vesting period through December 31, 2013, over (ii) the number of full months in such vesting period; with the number of shares so earned to be paid out in the manner and at the time (but not prior to the Effective Date) specified by the terms of each such award. For the avoidance of doubt, notwithstanding anything to the contrary contained in any other plan, policy or arrangement, Employee engaging in any competitive activity shall not result in the forfeiture of the restricted share unit awards held by him on the date hereof.
|
◦
|
The equity grants made to Employee on each of December 17, 2009 and March 8, 2010 (the “Strategic Initiative Grants”) shall remain outstanding and shall vest on the later of (1) December 31, 2013 or (2) the Effective Date. The number of shares paid out pursuant to each Strategic Initiative Grant will be determined in the sole discretion of the Compensation Committee of the Board based on its evaluation of Employee’s performance through the Retirement Date; provided that such number of shares shall be no less than the target number of shares, and no greater than the maximum number of shares. For the avoidance of doubt, notwithstanding anything to the contrary contained in any other plan, policy or agreement, neither Employee’s termination of employment on the Retirement Date, nor Employee engaging in any competitive activity, shall result in the forfeiture of the Strategic Initiative Grants.
|
◦
|
Employee shall continue to be covered by any provision for indemnification by the Company in effect on the date of the execution of this Agreement for so long as it provides such indemnification for its active senior executives. In addition, the Company shall continue to maintain D&O coverage that covers past executives to the
|
C.
|
Should Employee breach any of the covenants contained in Sections V (relating to the covenant of confidentiality, but excluding for purposes of this Section I.C any immaterial breach with respect to immaterial confidential information), VII (relating to covenant to cooperate with the Company), and VIX (relating to the covenant not to solicit employees) of this Agreement, Employee shall be required to return the Payments and the value of the Benefits already received under this Agreement in excess of one (1) month’s Base Pay within seven (7) days of demand by the Company, and shall receive no further Payments or Benefits under this Agreement.
|
D.
|
Subject to Section I.C, should Employee die prior to receipt of the Payments set forth in Section I.B, then the Payments will be payable to Employee’s estate or otherwise inure to the benefit of his/her heirs.
|
E.
|
The term “Base Pay” shall mean Employee’s rate of annual base salary in effect as of the Retirement Date. Base Pay does not include pension contributions made by the Company, welfare or other fringe benefits paid for by the Company, expense reimbursements, overtime pay, bonuses, commissions, incentive pay, or any other special compensation.
|
•
|
Employee has the sole right and exclusive authority to execute this Agreement;
|
•
|
The Company is not obligated to pay, and will not pay, to Employee any Payment or Benefits until this Agreement and the Release have become effective;
|
•
|
Employee executes this Agreement knowingly and voluntarily, in order to induce Company to provide the Payments and Benefits;
|
•
|
Employee has not sold, assigned, transferred, conveyed or otherwise disposed of any of the claims, demands, obligations or causes of action referred to in this Agreement;
|
•
|
No other person or entity has an interest in the claims, demands, obligations or causes of action referred to in this Agreement;
|
•
|
The Payments and Benefits that Employee will receive in exchange for executing this Agreement and the Release are in addition to anything of value to which Employee is already entitled;
|
•
|
The Payments and Benefits provided for in this Agreement are the only consideration that Employee ever will receive from the Company or any Released Parties (as defined below) for any and all claims, demands, obligations or causes of action released by this Agreement and the Release;
|
•
|
The Payments and Benefits provided for in this Agreement are not intended to be provided in addition to any payments or benefits that now may be due or in the future become due or payable to Employee under the Worker Adjustment and Retraining Notification (“WARN”) Act (if applicable). Therefore, if WARN Act payments are or become due to Employee, any Payment and Benefits made under this Agreement in excess of one month’s Base Pay, up to the full amount necessary to satisfy such
|
•
|
This Agreement and its terms shall not be construed as an admission of any liability whatsoever on the part of the Company or any other Released Parties described in this Agreement, by which/whom any liability is and always has been expressly denied;
|
•
|
With the payments contemplated by this Agreement, the Company will have paid Employee for all vacation and any other paid time off accrued through the Retirement Date;
|
•
|
As of the date of execution of this Agreement, Employee has not filed any administrative charges or lawsuits arising out of or relating to Employee’s employment with the Company or the separation of that employment. If Employee cannot represent that the statement in this paragraph is true, initial here: _____; and
|
•
|
As of the date of execution of this Agreement, Employee has no work-related injury and is medically stationary with no impairment of earning capacity. If Employee cannot represent that the statement in this paragraph is true, initial here: _____.
|
•
|
Cliffs Natural Resources Inc.;
|
•
|
Cliffs North American Coal LLC;
|
•
|
Pinnacle Mining Company, LLC;
|
•
|
Oak Grove Resources, LLC;
|
•
|
Cliffs Logan County Coal LLC;
|
•
|
Cliffs Quebec Iron Mining Limited;
|
•
|
The Bloom Lake Iron Ore Mine Limited Partnership;
|
•
|
Cliffs Canadian Shared Services Inc.;
|
•
|
Northshore Mining Company;
|
•
|
Silver Bay Power Company;
|
•
|
Tilden Mining Company LC;
|
•
|
Empire Iron Mining Partnership;
|
•
|
Cliffs Mining Company;
|
•
|
Hibbing Taconite Company Joint Venture;
|
•
|
United Taconite LLC;
|
•
|
The Cleveland-Cliffs Iron Company;
|
•
|
Cliffs Mining Services Company;
|
•
|
Lake Superior & Ishpeming Railroad Company;
|
•
|
Wabush Iron Co. Ltd.;
|
•
|
Wabush Mines Joint Venture;
|
•
|
Cliffs International Management Company LLC;
|
•
|
Cliffs Sales Company;
|
•
|
Cliffs Natural Resources Exploration Ltda.;
|
•
|
Cliffs Natural Resources Pty Ltd;
|
•
|
All affiliates of Cliffs Natural Resources Inc. not already listed above, including without limitation any corporation or other entity which is controlled by or under common control with Cliffs Natural Resources Inc., or which is in the same affiliated service group or otherwise required to be aggregated with Cliffs Natural Resources Inc. under Sections 414 or 1563 of the Internal Revenue Code;
|
•
|
All current or former owners, officers, directors, shareholders, members, employees, managers, agents, attorneys, partners and insurers of the above entities; and
|
•
|
The predecessors, successors, and assigns of the above entities and individuals and the spouses, children, and family members of the above individuals.
|
•
|
The federal Civil Rights Acts of 1866, 1871, 1964 and 1991 and all similar state civil rights statutes;
|
•
|
Unpaid wages, salary, commissions, vacation or other employee benefits;
|
•
|
Claims for Payments or Benefits under this Agreement; or
|
•
|
Claims for benefits under any pension plan or welfare plan of the Company; or
|
•
|
Claims arising out of acts or practices which occur after the execution of this Agreement.
|
Date: July 17, 2013
|
|
/s/ Joseph A. Carrabba
|
|
|
Joseph A. Carrabba
|
|
|
|
State of OHIO )
|
|
|
) ss
|
|
|
County of CUYAHOGA)
|
|
|
|
|
/s/ Robert J. Bonko
|
|
|
Notary Public
|
|
|
|
My Commission Expires:
|
|
No expiration date
|
CLIFFS NATURAL RESOURCES INC.
|
|
|
|
/s/ James Michaud
|
James Michaud
|
Executive Vice President, Chief Human Resources Officer
|
I. Parties:
|
Essar Steel Algoma Inc. (“Essar”) and The Cleveland-Cliffs Iron Company (“CCIC”), Cliffs Mining Company (“CMC”) and Northshore Mining Company (“Northshore” and collectively with CCIC and CMC, “Cliffs”). Essar and Cliffs may each be referred to as “Party” or together as “Parties.”
|
Term Sheet:
|
A. Essar and Cliffs are currently parties to Pellet Sale and Purchase Agreement entered into and effective as of January 31, 2002, as amended (“Agreement”). The Agreement has been amended seven times, and each of the amendments is fully incorporated into the Agreement.
|
III. Term:
|
January 1, 2013 through December 31, 2024 (12 years). “Contract year” is defined as January 1 through December 31.
|
IV. Volume:
|
A. For the Contract year 2013 the Annual Requirements
1
volume shall be fixed at
***
.
*** terms set forth in Section XII of this Term Sheet.
|
V. Grades:
|
The grades for the Cliffs Pellets shall remain the same as in the Agreement.
|
VI. 2013 Price:
|
A. The price for 2013 Annual Requirements shall be calculated pursuant to the Agreement, ***.
|
VII. ***:
|
***
|
VIII. 2014 Price:
|
The Parties have agreed that the price for 2014 Annual Requirements tonnage is ***.
|
2016 Price:
|
A. The price for Annual Requirements for the Contract years 2015 and 2016 shall be calculated in the following manner:
|
1.
|
***
|
2.
|
***
|
3.
|
***
|
4.
|
***
|
5.
|
***
|
6.
|
***
|
7.
|
***
|
8.
|
***
|
9.
|
***
|
Price:
|
A. The price for Contract Requirements for the contract years 2017 through and including 2024 shall be calculated in the following manner:
|
1.
|
***
|
2.
|
***
|
3.
|
***
|
4.
|
***
|
5.
|
***
|
6.
|
***
|
7.
|
***
|
8.
|
***
|
9.
|
***
|
XI. ***:
|
Per Section VIII above, ***.
|
XII. ***:
|
A. ***
|
(A) ***
|
(B) ***
|
(C) ***
|
(D) ***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
XIII. ***
:
|
A. ***
|
1.
|
***
|
2.
|
***
|
XIV. Delivery:
|
A. ***
|
Essar Steel Algoma Inc.
|
|
|
|
|
|
By:
|
/s/ Indranil Sinha
|
Title:
|
G.M. (PLS)
|
Date:
|
7
th
June 2013
|
|
|
|
|
CLIFFS MINING COMPANY
|
|
|
|
|
|
By:
|
/s/ Terrence R. Mee
|
Title:
|
Sr. Vice President
|
Date:
|
June 7, 2013
|
|
|
|
|
THE CLEVELAND-CLIFFS IRON COMPANY
|
|
|
|
|
|
By:
|
/s/ Terrence R. Mee
|
Title:
|
Sr. Vice President
|
Date:
|
June 7, 2013
|
|
|
|
|
NORTHSHORE MINING COMPANY
|
|
|
|
|
|
By:
|
/s/ Terrence R. Mee
|
Title:
|
Sr. Vice President
|
Date:
|
June 7, 2013
|
EXHIBIT B-3
|
|
CLIFFS SALES COMPANY
|
|
ESSAR STEEL ALGOMA INC.
|
|
***
|
|
|
|
***
1
|
|
|
|
***
|
***
|
***
|
***
|
***
|
***
|
|
|
***
2
|
***
|
***
|
***
|
***
|
***
|
1
***
|
2
***
|
EXHIBIT B-4
|
|
CLIFFS SALES COMPANY
|
|
ESSAR STEEL ALGOMA INC.
|
|
***
|
|
|
|
***
|
|
***
|
|
|
|
***
1
|
***
|
|
|
***
1
|
***
|
***
2
|
***
|
***
|
***
|
***
|
***
|
|
|
***
3
|
***
|
***
4
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
***
|
|
|
***
|
***
|
|
|
***
|
***
|
|
|
***
5
|
***
|
***
|
***
|
|
|
***
|
***
|
***
|
***
|
***
|
***
|
1
***
|
|
2
***
|
|
3
***
|
|
4
***
|
|
5
***
|
EXHIBIT B-5
|
|
|
CLIFFS SALES COMPANY
|
|
|
ESSAR STEEL ALGOMA INC.
|
|
|
***
|
|
|
|
|
|
***
|
|
|
***
|
|
|
|
|
|
***
1
|
***
|
|
|
|
|
***
1
|
***
|
|
***
2
|
***
|
|
***
|
***
|
|
***
|
***
|
|
|
|
|
***
3
|
***
|
|
***
4
|
***
|
|
***
|
***
|
|
***
|
***
|
|
|
|
|
***
|
***
|
|
***
|
***
|
|
***
|
***
|
|
***
|
***
|
|
|
|
|
***
|
***
|
|
|
|
|
***
|
***
|
|
|
|
|
***
5
|
***
|
|
***
|
***
|
|
|
|
|
***
|
***
|
|
***
|
***
|
|
***
|
***
|
|
1
***
|
||
2
***
|
||
3
***
|
||
4
***
|
||
5
***
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cliffs Natural Resources Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
July 26, 2013
|
|
By:
|
|
/s/ Joseph A. Carrabba
|
|
|
|
|
|
Joseph A. Carrabba
|
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cliffs Natural Resources Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
July 26, 2013
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
|
|
|
Terrance M. Paradie
|
|
|
|
|
|
Executive Vice President & Chief Financial Officer
|
|
|
|
|
|
|
(1)
|
The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Form 10-Q.
|
Date:
|
|
July 26, 2013
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph A. Carrabba
|
|
|
|
Joseph A. Carrabba
|
|
|
|
President and Chief Executive Officer
|
(1)
|
The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Form 10-Q.
|
Date:
|
|
July 26, 2013
|
|
|
|
|
|
|
|
By:
|
/s/ Terrance M. Paradie
|
|
|
|
Terrance M. Paradie
|
|
|
|
Executive Vice President & Chief Financial Officer
|
|
|
|
|
(A)
|
The total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard under section 104 of the FMSH Act (30 U.S.C. 814) for which the operator received a citation from MSHA;
|
(B)
|
The total number of orders issued under section 104(b) of the FMSH Act (30 U.S.C. 814(b));
|
(C)
|
The total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under section 104(d) of the FMSH Act (30 U.S.C. 814(d));
|
(D)
|
The total number of imminent danger orders issued under section 107(a) of the FMSH Act (30 U.S.C. 817(a));
|
(E)
|
The total dollar value of proposed assessments from MSHA under the FMSH Act (30 U.S.C. 801 et seq.);
|
(F)
|
Legal actions pending before Federal Mine Safety and Health Review Commission involving such coal or other mine as of the last day of the period;
|
(G)
|
Legal actions initiated before the Federal Mine Safety and Health Review Commission involving such coal or other mine during the period; and
|
(H)
|
Legal actions resolved before the Federal Mine Safety and Health Review Commission involving such coal or other mine during the period.
|
|
|
|
Three Months Ended June 30, 2013
|
||||||||||||||||||||||||
|
|
|
(A)
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
(G)
|
|
(H)
|
|
|||||||||
Mine Name/ MSHA ID No.
|
Operation
|
|
Section 104 S&S Citations
|
|
Section 104(b) Orders
|
|
Section 104(d) Orders
|
|
Section 107(a) Citations & Orders
|
|
Total Dollar Value of MSHA Proposed Assessments (1)
|
|
Legal Actions Pending as of Last Day of Period
|
|
Legal Actions Initiated During Period
|
|
Legal Actions Resolved During Period
|
|
|||||||||
Pinnacle Mine / 4601816
|
Coal
|
|
18
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
$
|
25,646
|
|
|
47
|
|
(2)
|
8
|
|
|
22
|
|
|
Pinnacle Plant / 4605868
|
Coal
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Green Ridge #1 / 4609030
|
Coal
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
(3)
|
—
|
|
|
—
|
|
|
|
Green Ridge #2 / 4609222
|
Coal
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
(4)
|
—
|
|
|
2
|
|
|
|
Oak Grove / 0100851
|
Coal
|
|
36
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
4,189
|
|
|
38
|
|
(5)
|
7
|
|
|
2
|
|
|
|
Concord Plant / 0100329
|
Coal
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Dingess-Chilton / 4609280
|
Coal
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
(6)
|
6
|
|
|
11
|
|
|
|
Powellton / 4609217
|
Coal
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,763
|
|
|
29
|
|
(7)
|
2
|
|
|
8
|
|
|
|
Saunders Prep / 4602140
|
Coal
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
443
|
|
|
1
|
|
(8)
|
—
|
|
|
—
|
|
|
|
Toney Fork / 4609101
|
Coal
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
(9)
|
2
|
|
|
4
|
|
|
|
Elk Lick Tipple / 4604315
|
Coal
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
Lower War Eagle / 4609319
|
Coal
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,062
|
|
|
12
|
|
(10)
|
3
|
|
|
—
|
|
|
|
Elk Lick Chilton / 4609390
|
Coal
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Tilden / 2000422
|
Iron Ore
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Empire / 2001012
|
Iron Ore
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
(11)
|
—
|
|
|
—
|
|
|
|
Northshore Plant / 2100831
|
Iron Ore
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,494
|
|
|
5
|
|
(12)
|
2
|
|
|
—
|
|
|
|
Northshore Mine / 2100209
|
Iron Ore
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
(13)
|
2
|
|
|
4
|
|
|
|
Hibbing / 2101600
|
Iron Ore
|
|
25
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
131,560
|
|
|
12
|
|
(14)
|
2
|
|
|
5
|
|
|
|
United Taconite Plant / 2103404
|
Iron Ore
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
213,538
|
|
|
9
|
|
(15)
|
4
|
|
|
—
|
|
|
|
United Taconite Mine / 2103403
|
Iron Ore
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
(16)
|
—
|
|
|
—
|
|
|
(1)
|
Amounts included under the heading “Proposed Assessments” are the total dollar amounts for proposed assessments received from MSHA on or before
June 30, 2013
.
|
(2)
|
Included in this number are 23 pending legal actions related to contests of citations and orders referenced in Subpart B of FMSH Act's procedural rules and 24 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules.
|
(3)
|
This number consists of 1 pending legal action related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules.
|
(4)
|
This number consists of 7 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules.
|
(5)
|
Included in this number are 6 pending legal actions related to contests of citations and orders referenced in Subpart B of FMSH Act's procedural rules; 29 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules; 1 pending legal action related to complaints for compensation referenced in Subpart D of FMSH Act's procedural rules; and 2 appeals of judges' decisions or orders to FMSH Act's procedural rules.
|
(6)
|
Included in this number are 8 pending legal actions related to contests of citations and orders referenced in Subpart B of FMSH Act's procedural rules and 18 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules.
|
(7)
|
Included in this number are 6 pending legal actions related to contests of citations and orders referenced in Subpart B of FMSH Act's procedural rules and 23 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules.
|
(8)
|
This number consists of 1 pending legal action related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules.
|
(9)
|
This number consists of 5 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules.
|
(10)
|
Included in this number are 2 pending legal actions related to contests of citations and orders referenced in Subpart B of FMSH Act's procedural rules and 10 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules.
|
(11)
|
This number consists of 5 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules; and 1 appeal of judges' decisions or orders to FMSH Act's procedural rules.
|
(12)
|
This number consists of 5 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules.
|
(13)
|
This number consists of 11 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules.
|
(14)
|
Included in this number are 5 pending legal actions related to contests of citations and orders referenced in Subpart B of FMSH Act's procedural rules; 6 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules; and 1 appeal of judges' decisions or orders to FMSH Act's procedural rules.
|
(15)
|
Included in this number are 4 pending legal actions related to contests of citations and orders referenced in Subpart B of FMSH Act's procedural rules and 5 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules.
|
(16)
|
This number consists of 1 pending legal action related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules.
|