Ohio
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34-1464672
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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200 Public Square, Cleveland, Ohio
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44114-2315
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Shares, par value $0.125 per share
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New York Stock Exchange
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TABLE OF CONTENTS
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Page Number
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DEFINITIONS
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PART I
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Item 1.
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Business
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Executive Officers of the Registrant
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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PART II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accountant Fees and Services
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PART IV
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Item 15.
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Exhibits and Financial Statement Schedules
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SIGNATURES
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Abbreviation or acronym
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Term
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ABL Facility
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Syndicated Facility Agreement by and among Bank of America, N.A., as Administrative Agent and Australian Security Trustee, the Lenders that are parties hereto, Cliffs Natural Resources Inc., as Parent and a Borrower, and the Subsidiaries of Parent party hereto, as Borrowers dated as of March 30, 2015
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Amapá
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Anglo Ferrous Amapá Mineração Ltda. and Anglo Ferrous Logística Amapá Ltda.
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AG
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Autogenous Grinding
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Anglo
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Anglo American plc
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APBO
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Accumulated Postretirement Benefit Obligation
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ArcelorMittal
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ArcelorMittal (as the parent company of ArcelorMittal Mines Canada, ArcelorMittal USA and ArcelorMittal Dofasco Inc., as well as, many other subsidiaries)
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ArcelorMittal USA
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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)
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ASC
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Accounting Standards Codification
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BAML
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Bank of America Merrill Lynch
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BART
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Best Available Retrofit Technology
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Bloom Lake
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The Bloom Lake Iron Ore Mine Limited Partnership
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Bloom Lake Group
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Bloom Lake General Partner Limited and certain of its affiliates, including Cliffs Quebec Iron Mining ULC
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BNSF
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Burlington Northern Santa Fe, LLC
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Canadian Entities
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Collectively, the Bloom Lake Group, Wabush Group and certain other wholly-owned subsidiaries
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CCAA
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Companies' Creditors Arrangement Act (Canada)
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CFR
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Cost and freight
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CLCC
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Cliffs Logan County Coal LLC
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Clean Water Act
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Federal Water Pollution Control Act
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CN
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Canadian National Railway Company
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CO
2
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Carbon Dioxide
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Cockatoo Island
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Cockatoo Island Joint Venture
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Codification
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FASB Accounting Standards Codification
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CODM
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Chief Operating Decision Maker
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Compensation Committee
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Compensation and Organization Committee of Cliffs' Board of Directors
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Consent Order
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Administrative Order by Consent
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Consolidated Thompson
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Consolidated Thompson Iron Mining Limited (now known as Cliffs Québec Iron Mining ULC)
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CQIM
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Cliffs Québec Iron Mining ULC (formerly known as Cliffs Québec Iron Mining Limited)
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CSAPR
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Cross-State Air Pollution Rule
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DD&A
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Depreciation, depletion and amortization
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DEP
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Department of Environmental Protection
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Directors’ Plan
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Cliffs Natural Resources Inc. 2014 Nonemployee Directors’ Compensation Plan
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Dodd-Frank Act
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Dodd-Frank Wall Street Reform and Consumer Protection Act
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DR-grade pellets
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Direct Reduction pellets
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EAF
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Electric Arc Furnace
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EBITDA
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Earnings before interest, taxes, depreciation and amortization
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Empire
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Empire Iron Mining Partnership
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EPA
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U.S. Environmental Protection Agency
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EPS
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Earnings per share
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ERM
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Enterprise Risk Management
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Essar
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Essar Steel Algoma Inc.
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Exchange Act
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Securities Exchange Act of 1934, as amended
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FASB
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Financial Accounting Standards Board
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Fe
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Iron
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FeT
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Total Iron
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FIP
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Federal Implementation Plan
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FMSH Act
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U.S. Federal Mine Safety and Health Act 1977, as amended
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GAAP
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Accounting principles generally accepted in the United States
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Abbreviation or acronym
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Term
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GHG
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Greenhouse gas
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Hibbing
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Hibbing Taconite Company
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IRS
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U.S. Internal Revenue Service
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Koolyanobbing
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Collective term for the operating deposits at Koolyanobbing, Mount Jackson and Windarling
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LIBOR
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London Interbank Offered Rate
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LIFO
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Last-in, first-out
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LTVSMC
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LTV Steel Mining Company
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MDEQ
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Michigan Department of Environmental Quality
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MISO
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Midcontinent Independent System Operator
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MMBtu
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Million British Thermal Units
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Moody's
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Moody's Investors Service, Inc., a subsidiary of Moody's Corporation, and its successors
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MPCA
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Minnesota Pollution Control Agency
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MPSC
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Michigan Public Service Commission
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MPUC
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Minnesota Public Utilities Commission
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MSHA
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U.S. Mine Safety and Health Administration
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MWh
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Megawatts per hour
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NAAQS
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National Ambient Air Quality Standards
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NO
2
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Nitrogen dioxide
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NO
x
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Nitrogen oxide
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Northshore
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Northshore Mining Company
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NPDES
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National Pollutant Discharge Elimination System, authorized by the U.S. Clean Water Act
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NRD
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Natural Resource Damages
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NSPS
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New Source Performance Standards
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NYSE
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New York Stock Exchange
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Oak Grove
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Oak Grove Resources, LLC
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OCI
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Other comprehensive income (loss)
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OPEB
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Other postretirement benefits
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OPEB cap
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Medical premium maximums
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P&P
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Proven and Probable
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PBO
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Projected benefit obligation
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Pinnacle
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Pinnacle Mining Company, LLC
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Reconciliation Act
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Health Care and Education Reconciliation Act
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ROA
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Return on asset
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RTWG
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Rio Tinto Working Group
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S&P
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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
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SEC
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U.S. Securities and Exchange Commission
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Seneca
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Seneca Coal Resources, LLC
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Severstal
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Severstal Dearborn, LLC
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Silver Bay Power
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Silver Bay Power Company
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SIP
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State Implementation Plan
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SO
2
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Sulfur dioxide
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Sonoma
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Sonoma Coal Project
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Spider
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Spider Resources Inc. (now known as 9129561 Ontario Inc.after the amalgamation of Cliffs Chromite Far North Inc. and Cliffs Chromite Ontario Inc. in April 2015)
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SSR
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System Support Resource
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STRIPS
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Separate Trading of Registered Interest and Principal of Securities
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Substitute Rating Agency
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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
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Tilden
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Tilden Mining Company
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TMDL
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Total Maximum Daily Load
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TRIR
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Total Reportable Incident Rate
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TSR
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Total Shareholder Return
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United Taconite
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United Taconite LLC
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Abbreviation or acronym
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Term
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U.S.
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United States of America
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U.S. Steel
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United States Steel Corporation
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USW
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United Steelworkers
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Vale
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Companhia Vale do Rio Doce
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VEBA
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Voluntary Employee Benefit Association trusts
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VWAP
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Volume Weighted Average Price
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Wabush
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Wabush Mines Joint Venture
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Wabush Group
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Wabush Iron Co. Limited and Wabush Resources Inc., and certain of its affiliates, including Wabush Mines (an unincorporated joint venture of Wabush Iron Co. Limited and Wabush Resources Inc.), Arnaud Railway Company and Wabush Lake Railway Company
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WISCO
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Wugang Canada Resources Investment Limited, a subsidiary of Wuhan Iron and Steel (Group) Corporation
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Zamin
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Zamin Ferrous Ltd
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2008 Director's Plan
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Nonemployee Directors’ Compensation Plan, as amended and restated 12/31/2008
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2012 Equity Plan
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Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan
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Item 1.
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Business
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Percentage of Total
Product Revenue
1
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Customer
2
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2015
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2014
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2013
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ArcelorMittal
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37%
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29%
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24%
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AK Steel
3
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21%
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20%
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14%
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Essar
4
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12%
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13%
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14%
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1
Excluding freight and venture partners’ cost reimbursements.
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2
Includes subsidiaries.
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3
Effective September 16, 2014, AK Steel completed the acquisition of Severstal North America's integrated steelmaking assets located in Dearborn, Michigan. For comparative purposes, we have combined historical data for all periods presented.
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4
On October 5, 2015, we terminated the long term agreement with Essar.
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Facility
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Agreement
Expiration
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Cleveland Works and Indiana Harbor West facilities
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December 2016
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Indiana Harbor East facility
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January 2017
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2015
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2014
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2013
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|||
U.S. Iron Ore
(1)
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Salaried
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509
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658
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700
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Hourly
(3)
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1,813
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2,705
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2,825
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Total
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2,322
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3,363
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3,525
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Asia Pacific Iron Ore
(2)
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Salaried
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90
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139
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177
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|
Hourly
|
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—
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|
|
—
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|
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—
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Total
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90
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139
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177
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North American Coal
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Salaried
|
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—
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|
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237
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|
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379
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Hourly
|
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—
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|
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821
|
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1,207
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Total
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—
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1,058
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1,586
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Eastern Canadian Iron Ore
(2)
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|
|
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Salaried
|
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32
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|
|
231
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|
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407
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Hourly
|
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41
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|
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320
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|
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973
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Total
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73
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|
|
551
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1,380
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Corporate & Support Services
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Salaried
|
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153
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275
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|
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470
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|
Hourly
|
|
—
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|
|
—
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|
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—
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Total
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153
|
|
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275
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470
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Total
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2,638
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5,386
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7,138
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(1)
Includes our employees and the employees of the U.S. Iron Ore joint ventures.
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(2)
Excludes contracted mining employees
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(3)
Excludes the employees on lay-off as a result of the idling of the United Taconite and Northshore mines.
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Name
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Age
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Position(s) Held
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Lourenco Goncalves
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58
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Chairman of the Board, President and Chief Executive Officer (August 2014 - present); Chairman, President and Chief Executive Officer of Metals USA Holdings Corp., an American manufacturer and processor of steel and other metals (May 2006 - April 2013); President, Chief Executive Officer and a director of Metals USA Inc. (February 2003 - April 2006).
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Terry G. Fedor
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51
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Executive Vice President, United States Iron Ore (January 2014 - present); Vice President (February 2011 - January 2014); Vice President and General Manager (March 2005 - February 2011) of ArcelorMittal Cleveland, a fully integrated steelmaking facility.
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James D. Graham
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50
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Executive Vice President (November 2014 - present); Chief Legal Officer (March 2013 - present); Secretary (March 2014 - present); Vice President (January 2011 - October 2014); General Counsel - Global Operations (January 2011 - March 2013); Assistant General Counsel (April 2007 - December 2010).
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Maurice D. Harapiak
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54
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Executive Vice President, Human Resources (June 2014 - present); Regional Director, Human Resources - Barrick Gold of North America, a gold mining company (November 2011 - June 2014); Senior Director, Human Resources, Capital Projects - Barrick Gold Corporation, a gold mining company (November 2007 - November 2011).
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Terrence R. Mee
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46
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Executive Vice President, Global Commercial (October 2014 - present); Vice President, Global Iron Ore Sales (February 2014 - October 2014); Senior Vice President, Global Iron Ore Sales (March 2012 - February 2014); Senior Vice President, Global Iron Ore & Metallic Sales (January 2011 - March 2012); Vice President, Sales and Transportation (September 2007 - January 2011).
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Clifford T. Smith
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56
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Executive Vice President, Business Development (April 2015 - present); Executive Vice President, Seaborne Iron Ore (January 2014 - April 2015); Executive Vice President, Global Operations (July 2013 - January 2014); Executive Vice President, Global Business Development (March 2013 - July 2013); Senior Vice President, Global Business Development (January 2011 - March 2013); Vice President, Latin American Operations(September 2009 - January 2011).
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P. Kelly Tompkins
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59
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Executive Vice President and Chief Financial Officer (April 2015 - present); Executive Vice President, Business Development (October 2014 - April 2015); Executive Vice President, External Affairs and President, Global Commercial (November 2013 - October 2014); Chief Administrative Officer (July 2013 - November 2013); Executive Vice President, Legal, Government Affairs and Sustainability (May 2010 - July 2013). Chief Legal Officer (January 2011 - January 2013); President, Cliffs China (October 2012 - November 2013).
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Timothy K. Flanagan
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38
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Vice President, Corporate Controller & Chief Accounting Officer (March 2012 - present); Assistant Controller (February 2010 - March 2012); and Director, Internal Audit (April 2008 - February 2010).
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Item 1A.
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Risk Factors
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I.
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ECONOMIC AND MARKET RISKS
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II.
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REGULATORY RISKS
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III.
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FINANCIAL RISKS
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IV.
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OPERATIONAL RISKS
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V.
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DEVELOPMENT AND SUSTAINABILITY RISKS
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VI.
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HUMAN CAPITAL RISKS
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
|
Property
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|
Date of Latest Economic
Reserve Analysis
|
U.S. Iron Ore
|
|
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Empire
|
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2009
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Tilden
|
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2015
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Hibbing
|
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2015
|
Northshore
|
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2015
|
United Taconite
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2013
|
Asia Pacific Iron Ore
|
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Koolyanobbing
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2013
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U.S. Iron Ore Mineral Reserves
|
||||||||||||||||||||||||||
as of December 31, 2015
|
||||||||||||||||||||||||||
(In Millions of Long Tons)
|
||||||||||||||||||||||||||
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|
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Proven
|
|
Probable
|
|
Proven & Probable
|
|
Saleable Product
2,3
|
|
Previous Year
|
|||||||||||||||
Property
|
Cliffs Share
|
|
Tonnage
|
% Grade
|
|
Tonnage
|
% Grade
|
|
Tonnage
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% Grade
5
|
|
Process Recovery
4
|
Tonnage
|
|
P&P Crude Ore
|
Saleable Product
|
||||||||||
Empire
|
79
|
%
|
|
8.6
|
|
22.5
|
|
|
—
|
|
—
|
|
|
8.6
|
|
22.5
|
|
|
37%
|
3.2
|
|
|
14.6
|
|
4.7
|
|
Tilden Hematite
1
|
85
|
%
|
|
306.1
|
|
34.7
|
|
|
82.7
|
|
33.9
|
|
|
388.8
|
|
34.6
|
|
|
37%
|
143.5
|
|
|
584.3
|
|
199.6
|
|
Tilden Magnetite
|
85
|
%
|
|
0.2
|
|
27.0
|
|
|
0.1
|
|
25.1
|
|
|
0.3
|
|
26.4
|
|
|
33%
|
0.1
|
|
|
77.7
|
|
29.5
|
|
Total Tilden
|
85
|
%
|
|
306.3
|
|
|
|
82.8
|
|
|
|
389.1
|
|
|
|
37%
|
143.6
|
|
|
662.0
|
|
229.1
|
|
|||
Hibbing
|
23
|
%
|
|
238.5
|
|
19.6
|
|
|
24.7
|
|
19.6
|
|
|
263.2
|
|
19.6
|
|
|
26%
|
69.7
|
|
|
260.2
|
|
68.0
|
|
Northshore
|
100
|
%
|
|
260.2
|
|
25.0
|
|
|
557.4
|
|
24.2
|
|
|
817.6
|
|
24.4
|
|
|
32%
|
264.3
|
|
|
1,036.3
|
|
351.8
|
|
United Taconite
|
100
|
%
|
|
400.9
|
|
23.1
|
|
|
65.9
|
|
22.9
|
|
|
466.8
|
|
23.0
|
|
|
33%
|
156.2
|
|
|
475.1
|
|
159.2
|
|
Totals
|
|
|
1,214.5
|
|
|
|
730.8
|
|
|
|
1,945.3
|
|
|
|
|
637.0
|
|
|
2,448.2
|
|
812.8
|
|
||||
|
|
|
|
|
|
|
|
|
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|
|
|
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|
||||||||||
1
Tilden hematite reported grade is percent FeT; all other properties are percent magnetic iron
|
||||||||||||||||||||||||||
2
Saleable product is a standard pellet containing 60 to 66 percent Fe calculated from both proven and probable mineral reserves
|
||||||||||||||||||||||||||
3
Saleable product is reported on a dry basis; shipped products typically contain 1 to 4 percent moisture
|
||||||||||||||||||||||||||
4
Process recovery includes all factors for converting crude ore tonnage to saleable product
|
||||||||||||||||||||||||||
5
Cutoff grades are 15 percent magnetic iron for Hibbing and Empire, 17 percent for United Taconite, 19 percent for
Northshore and 20 percent for Tilden. Cutoff for Tilden hematite is 25 percent FeT.
|
Asia Pacific Iron Ore Mineral Reserves
|
|||||||||||||||
as of December 31, 2015
|
|||||||||||||||
(In Millions of Metric Tons)
1
|
|||||||||||||||
|
|
|
Proven
|
|
Probable
|
|
Proven & Probable
|
|
Previous Year Total
|
||||||
Property
|
Cliffs Share
|
|
Tonnage
|
% Fe
|
|
Tonnage
|
% Fe
|
|
Tonnage
|
% Fe
2
|
|
Tonnage
|
|||
Koolyanobbing
|
100%
|
|
4.1
|
56.6
|
|
|
45.0
|
|
60.1
|
|
49.1
|
|
59.8
|
|
60.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
1
Tonnages reported are saleable product reported on a dry basis; shipped products contain approximately 5 percent moisture
|
|||||||||||||||
2
Cutoff grade is 54 percent FeT
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
|
High
|
|
Low
|
|
Dividends
|
|
High
|
|
Low
|
|
Dividends
|
||||||||||||
First Quarter
|
|
$
|
9.39
|
|
|
$
|
4.12
|
|
|
$
|
—
|
|
|
$
|
26.63
|
|
|
$
|
17.40
|
|
|
$
|
0.15
|
|
Second Quarter
|
|
6.87
|
|
|
4.27
|
|
|
—
|
|
|
21.25
|
|
|
13.60
|
|
|
0.15
|
|
||||||
Third Quarter
|
|
4.53
|
|
|
2.28
|
|
|
—
|
|
|
18.41
|
|
|
10.19
|
|
|
0.15
|
|
||||||
Fourth Quarter
|
|
3.73
|
|
|
1.42
|
|
|
—
|
|
|
11.70
|
|
|
5.63
|
|
|
0.15
|
|
||||||
Year
|
|
9.39
|
|
|
1.42
|
|
|
$
|
—
|
|
|
26.63
|
|
|
5.63
|
|
|
$
|
0.60
|
|
|
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
Cliffs Natural Resources Inc.
|
Return %
|
|
|
|
-19.24
|
|
-34.76
|
|
-30.17
|
|
-71.56
|
|
-77.87
|
|
Cum $
|
|
100.00
|
|
80.76
|
|
52.69
|
|
36.79
|
|
10.46
|
|
2.32
|
S&P 500 Index - Total Returns
|
Return %
|
|
|
|
2.08
|
|
15.98
|
|
32.36
|
|
13.69
|
|
1.38
|
|
Cum $
|
|
100.00
|
|
102.08
|
|
118.39
|
|
156.70
|
|
178.15
|
|
180.61
|
S&P Smallcap 600 Index
|
Return %
|
|
|
|
0.99
|
|
16.30
|
|
41.29
|
|
5.73
|
|
-2.00
|
|
Cum $
|
|
100.00
|
|
100.99
|
|
117.45
|
|
165.65
|
|
175.95
|
|
171.95
|
S&P Metals and Mining ETF
|
Return %
|
|
|
|
-28.16
|
|
-6.60
|
|
-5.37
|
|
9.77
|
|
-50.51
|
|
Cum $
|
|
100.00
|
|
71.84
|
|
67.10
|
|
63.50
|
|
69.70
|
|
34.49
|
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
(2)
|
|||
October 1 - 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
$200,000,000
|
November 1 - 30, 2015
|
|
3,548
|
|
|
$
|
3.24
|
|
|
—
|
|
$200,000,000
|
December 1 - 31, 2015
|
|
83,388
|
|
|
$
|
1.58
|
|
|
—
|
|
—
|
Total
|
|
86,936
|
|
|
$
|
1.65
|
|
|
—
|
|
—
|
(1)
|
These shares were delivered to us by employees to satisfy tax withholding obligations due upon the vesting or payment of stock awards.
|
(2)
|
On August 25, 2014, the Board of Directors authorized a share repurchase plan pursuant to which we were permitted to buy back our outstanding common shares in the open market or in private negotiated transactions up to a maximum of $200 million. No shares were purchased through December 31, 2015. The authorization expired on December 31, 2015.
|
Item 6.
|
Selected Financial Data
|
* Management determined as of March 31, 2015, that our North American Coal operating segment met the criteria to be classified as held for sale under
ASC 205, Presentation of Financial Statements.
The North American Coal segment continued to meet the criteria throughout 2015 until we sold our North American Coal operations during the fourth quarter of 2015. As such, all current and historical North American Coal operating segment results are included in our financial statements and classified within discontinued operations.
On January 27, 2015, we announced that the Bloom Lake Group commenced restructuring proceedings (the "Bloom Filing") under the CCAA with the Québec Superior Court (Commercial Division) in Montreal (the “Court”). At that time, the Bloom Lake Group was no longer generating revenues and was not able to meet its obligations as they came due. The Bloom Filing addressed the Bloom Lake Group's immediate liquidity issues and permits the Bloom Lake Group to preserve and protect its assets for the benefit of all stakeholders while restructuring and sale options are explored. As part of the CCAA process, the Court approved the appointment of a Monitor and certain other financial advisors. Additionally, on May 20, 2015, we announced that the Wabush Group commenced restructuring proceedings (the "Wabush Filing") in the Court under the CCAA. As a result of this action, the CCAA protections granted to the Bloom Lake Group were extended to include the Wabush Group to facilitate the reorganization of each of their businesses and operations. The Wabush Group was no longer generating revenues and was not able to meet its obligations as they came due. The inclusion of the Wabush Group in the existing Bloom Filing will facilitate a more comprehensive restructuring and sale process of both the Bloom Lake Group and the Wabush Group which collectively include mine, port and rail assets and will lead to a more effective and streamlined exit from Eastern Canada. The Wabush Filing will also mitigate various legacy related long-term liabilities associated with the Wabush Group. As part of the Wabush Filing, the Court approved the appointment of a Monitor and certain other financial advisors. The Monitor of the Wabush Group is also the Monitor of the Bloom Lake Group. Financial results prior to the respective deconsolidations of the Bloom Lake and Wabush Groups and subsequent expenses directly associated with the Canadian Entities are included in our financial statements and classified within discontinued operations.
On July 10, 2012, we entered into a definitive share and asset sale agreement to sell our 45 percent economic interest in the Sonoma joint venture coal mine located in Queensland, Australia. Additionally, on September 27, 2011, we announced our plans to cease and dispose of the operations at the renewaFUEL biomass production facility in Michigan. On January 4, 2012, we entered into an agreement to sell the renewaFUEL assets to RNFL Acquisition LLC. The results of operations of the Sonoma joint venture and renewaFUEL operations are reflected as discontinued operations in the accompanying consolidated financial statements for all periods presented.
|
|||||||||||||||||||||||
(a) During 2011 we paid quarterly common share dividends of $0.14 per share. The increased 2011 cash dividends were paid on March 1, 2011, and June 1, 2011, to shareholders on record as of February 15, 2011, and April 29, 2011, respectively. On July 12, 2011, our Board of Directors increased the quarterly common share dividend by 100 percent to $0.28 per share. The increased cash dividend was paid on September 1, 2011, December 1, 2011, and March 1, 2012, to our shareholders on record as of the close of business on August 15, 2011, November 18, 2011, and February 15, 2012, respectively. On March 13, 2012, our Board of Directors increased the quarterly common share dividend by 123 percent to $0.625 per share. The increased cash dividend was paid on June 1, 2012, August 31, 2012 and December 3, 2012 to our shareholders on record as of April 27, 2012, August 15, 2012, and November 23, 2012, respectively. On February 11, 2013, our Board of Directors approved a reduction to our quarterly cash dividend rate by 76 percent to $0.15 per share. The decreased dividend of $0.15 per share was paid on March 1, 2013, June 3, 2013, September 3, 2013, and December 2, 2013 to our common shareholders of record as of the close of business on February 22, 2013, May 17, 2013, August 15, 2013, and November 22, 2013, respectively. Additionally, in 2014, the dividend of $0.15 per share was paid on March 3, 2014, June 3, 2014, September 2, 2014 and December 1, 2014 to our common shareholders of record as of the close of business on February 21, 2014, May 23, 2014, August 15, 2014, and November 15, 2014, respectively. On January 26, 2015, we announced that our Board of Directors had decided to eliminate the quarterly dividend of $0.15 per share on our common shares. The decision was applicable to the first quarter of 2015 and all subsequent quarters. The elimination of the common share dividend provides us with additional free cash flow of approximately $92 million annually, which we intend to use for further debt reduction.
|
|||||||||||||||||||||||
(b) On May 12, 2011, we completed our acquisition of Consolidated Thompson by acquiring all of the outstanding common shares of Consolidated Thompson for C$17.25 per share in an all-cash transaction including total debt less cash. Consolidated Thompson was included within the entities under the CCAA filing. As noted above, financial results prior to the respective deconsolidations of the Bloom Lake and Wabush Groups and subsequent expenses directly associated with the Canadian Entities are included in our financial statements and classified within discontinued operations.
In 2011, during our annual goodwill impairment test in the fourth quarter, a goodwill impairment charge of $27.8 million was recorded for our CLCC reporting unit, within the North American Coal operating segment. As noted above, all current and historical North American Coal operating segment results are included in our financial statements and classified within discontinued operations.
|
|||||||||||||||||||||||
(c) Upon performing our annual goodwill impairment test in the fourth quarter of 2012, goodwill impairment charges of $997.3 million and $2.7 million were recorded for our CQIM and Wabush reporting units, respectively, both within the Eastern Canadian Iron Ore operating segment. We also recorded an impairment charge of $49.9 million related to our Eastern Canadian Iron Ore operations to reduce those assets to their estimated fair value as of December 31, 2012, due to the idling of the pelletizing facility at Pointe Noire. All of these charges impacted Other operating expense. The Eastern Canadian Iron Ore operations were included within the entities under the CCAA filing. As noted above, financial results prior to the respective deconsolidations of the Bloom Lake and Wabush Groups and subsequent expenses directly associated with the Canadian Entities are included in our financial statements and classified within discontinued operations.
As a result of the approval for the sale of our 30 percent interest in Amapá, an impairment charge of $365.4 million was recorded through Equity income (loss) from ventures for the year ended December 31, 2012.
|
|||||||||||||||||||||||
(d) On March 20, 2013, our Board of Directors declared a cash dividend of $13.6111 per preferred share, which is equivalent to approximately $0.34 per depositary share. The cash dividend was paid on May 1, 2013, to our preferred shareholders of record as of the close of business on April 15, 2013. On May 7, 2013, September 9, 2013, and November 11, 2013, our Board of Directors declared a quarterly cash dividend of $17.50 per preferred share, which is equivalent to approximately $0.44 per depositary share. The cash dividends were paid on August 1, 2013, November 1, 2013, and February 3, 2014 to our preferred shareholders of record as of the close of business on July 15, 2013, October 15, 2013, and January 15, 2014, respectively. The cash dividend was paid on May 1, 2013 to our preferred shareholders of record as of the close of business on April 15, 2013. On February 11, 2014, May 13, 2014, September 8, 2014, and November 19, 2014, our Board of Directors declared a quarterly cash dividend of $17.50 per preferred share, which is equivalent to approximately $0.44 per depositary share. The cash dividends were paid on May 1, 2014, August 1, 2014, November 3, 2014, and February 2, 2015, to our preferred shareholders of record as of the close of business on April 15, 2014, July 15, 2014, October 15, 2014, and January 15, 2015, respectively. On March 27, 2015, July 1, 2015, and September 10, 2015, our Board of Directors declared the quarterly cash dividend of $17.50 per Preferred Share, which is equivalent to approximately $0.44 per depositary share. The cash dividend was paid on May 1, 2015, August 3, 2015, and November 2, 2015 to our shareholders of record as of the close of business on April 15, 2015, July 15, 2015, and October 15, 2015, respectively.
|
|||||||||||||||||||||||
(e) Upon performing our annual goodwill impairment test in the fourth quarter of 2013, a goodwill impairment charge of $80.9 million was recorded for our Cliffs Chromite Ontario and Cliffs Chromite Far North reporting units within our Ferroalloys operating segment. We also recorded other long-lived asset impairment charges of $169.9 million, of which $154.6 million relates to our Wabush reporting unit within our Eastern Canadian Iron Ore operating segment to reduce those assets to their estimated fair value as of December 31, 2013. These reporting units were included within the entities under the CCAA filing. As noted above, financial results prior to the respective deconsolidations of the Bloom Lake and Wabush Groups and subsequent expenses directly associated with the Canadian Entities are included in our financial statements and classified within discontinued operations.
|
(f) During 2014, we recorded an impairment of goodwill and other long-lived assets of $73.5 million. The goodwill impairment charge of $73.5 million related to our Asia Pacific Iron Ore reporting unit. There were also other long-lived asset impairment charges of $562.0 million related to our continuing operations including the Asia Pacific Iron Ore operating segment and our Other reportable segments. The other long-lived asset impairment charges which related to our discontinued operations were $8,394.4 million related to our Wabush operation and Bloom Lake operation within our Eastern Canadian Iron Ore operating segment, and our CLCC thermal operation, Oak Grove operation and Pinnacle operation within our North American Coal operating segment, along with impairments charged to reporting units within our Other reportable segments. The impairment charges were primarily a result of changes in life-of-mine cash flows due to declining pricing for both global iron ore and low-volatile metallurgical coal, which impacts our estimate of long-term pricing, along with changes in strategic focus including exploratory phases of possible divestiture of the operations as the new Chief Operating Decision Maker views Eastern Canadian Iron Ore, Asia Pacific Iron Ore, North American Coal and Ferroalloys as non-core assets. The CLCC assets were sold in the fourth quarter of 2014 on December 31, 2014, resulting in a loss on sale of $419.6 million. As noted above, all current and historical North American Coal operating segment results are included in our financial statement and classified within discontinued operations.
|
|||||||||||||||||||||||
(g) On January 27, 2015, we announced that the Bloom Lake Group commenced restructuring proceedings (the "Bloom Filing") under the CCAA with the Québec Superior Court (Commercial Division) in Montreal (the “Court”). Additionally, on May 20, 2015, we announced that the Wabush Group commenced restructuring proceedings (the "Wabush Filing") in the Court under the CCAA. As a result of this action, the CCAA protections granted to the Bloom Lake Group were extended to include the Wabush Group to facilitate the reorganization of each of their businesses and operations.
Consistent with our strategy to extract maximum value from our current assets, on December 22, 2015, we sold our equity interests in all the remaining North American Coal operations to Seneca Coal Resources, LLC ("Seneca"). The sale included Pinnacle mine in West Virginia and Oak Grove mine in Alabama. Additionally, Seneca may pay Cliffs an earn-out of up to $50 million contingent upon the terms of a revenue sharing agreement which extends through the year 2020. As noted above, all current and historical North American Coal operating segment results are included in our financial statement and classified within discontinued operations.
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
(In Millions)
|
||||||||||
|
2015
|
|
2014
|
|
Variance
|
||||||
Income tax benefit (expense)
|
$
|
(169.3
|
)
|
|
$
|
86.0
|
|
|
$
|
(255.3
|
)
|
Effective tax rate
|
54.1
|
%
|
|
436.5
|
%
|
|
(382.4
|
)%
|
|
(In Millions)
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Net Loss
|
$
|
(748.4
|
)
|
|
$
|
(8,311.6
|
)
|
Less:
|
|
|
|
||||
Interest expense, net
|
(231.4
|
)
|
|
(185.2
|
)
|
||
Income tax benefit (expense)
|
(163.3
|
)
|
|
1,302.0
|
|
||
Depreciation, depletion and amortization
|
(134.0
|
)
|
|
(504.0
|
)
|
||
EBITDA
|
$
|
(219.7
|
)
|
|
$
|
(8,924.4
|
)
|
Less:
|
|
|
|
||||
Impairment of goodwill and other long-lived assets
|
$
|
(3.3
|
)
|
|
$
|
(635.5
|
)
|
Impact of discontinued operations
|
(892.0
|
)
|
|
(9,332.5
|
)
|
||
Gain on extinguishment of debt
|
392.9
|
|
|
16.2
|
|
||
Severance and contractor termination costs
|
(10.2
|
)
|
|
(23.3
|
)
|
||
Foreign exchange remeasurement
|
16.3
|
|
|
29.0
|
|
||
Proxy contest and change in control costs in SG&A
|
—
|
|
|
(26.6
|
)
|
||
Supplies inventory write-off
|
(16.3
|
)
|
|
—
|
|
||
Total Adjusted EBITDA
|
$
|
292.9
|
|
|
$
|
1,048.3
|
|
|
|
|
|
||||
EBITDA:
|
|
|
|
||||
U.S. Iron Ore
|
$
|
317.6
|
|
|
$
|
805.6
|
|
Asia Pacific Iron Ore
|
35.3
|
|
|
(352.9
|
)
|
||
Other (including discontinued operations)
|
(572.6
|
)
|
|
(9,377.1
|
)
|
||
Total EBITDA
|
$
|
(219.7
|
)
|
|
$
|
(8,924.4
|
)
|
|
|
|
|
||||
Adjusted EBITDA:
|
|
|
|
||||
U.S. Iron Ore
|
$
|
352.1
|
|
|
$
|
833.5
|
|
Asia Pacific Iron Ore
|
32.7
|
|
|
252.9
|
|
||
Other
|
(91.9
|
)
|
|
(38.1
|
)
|
||
Total Adjusted EBITDA
|
$
|
292.9
|
|
|
$
|
1,048.3
|
|
|
|
(In Millions)
|
||||||||||||||||||||||||||
|
|
|
|
Changes due to:
|
|
|
||||||||||||||||||||||
|
|
Year Ended
December 31, |
|
Revenue
and cost rate
|
|
Sales volume
|
|
Idle cost/production volume variance
|
|
Freight and reimburse-ment
|
|
Total change
|
||||||||||||||||
|
|
2015
|
|
2014
|
|
|
|
|
|
|||||||||||||||||||
Revenues from product sales and services
|
|
$
|
1,525.4
|
|
|
$
|
2,506.5
|
|
|
$
|
(401.9
|
)
|
|
$
|
(465.4
|
)
|
|
$
|
—
|
|
|
$
|
(113.8
|
)
|
|
$
|
(981.1
|
)
|
Cost of goods sold and operating expenses
|
|
(1,298.3
|
)
|
|
(1,796.1
|
)
|
|
140.2
|
|
|
305.3
|
|
|
(61.5
|
)
|
|
113.8
|
|
|
497.8
|
|
|||||||
Sales margin
|
|
$
|
227.1
|
|
|
$
|
710.4
|
|
|
$
|
(261.7
|
)
|
|
$
|
(160.1
|
)
|
|
$
|
(61.5
|
)
|
|
$
|
—
|
|
|
$
|
(483.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Year Ended
December 31, |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Per Ton Information
|
|
2015
|
|
2014
|
|
Difference
|
|
Percent change
|
|
|
|
|
|
|
||||||||||||||
Realized product revenue rate
1
|
|
$
|
79.12
|
|
|
$
|
102.36
|
|
|
$
|
(23.24
|
)
|
|
(22.7
|
)%
|
|
|
|
|
|
|
|||||||
Cash production cost
|
|
54.35
|
|
|
63.83
|
|
|
(9.48
|
)
|
|
(14.9
|
)%
|
|
|
|
|
|
|
||||||||||
Non-production cash cost
|
|
5.92
|
|
|
1.08
|
|
|
4.84
|
|
|
448.1
|
%
|
|
|
|
|
|
|
||||||||||
Cost of goods sold and operating expense rate
1
(excluding DDA)
|
|
60.27
|
|
|
64.91
|
|
|
(4.64
|
)
|
|
(7.1
|
)%
|
|
|
|
|
|
|
||||||||||
Depreciation, depletion & amortization
|
|
5.72
|
|
|
4.92
|
|
|
0.80
|
|
|
16.3
|
%
|
|
|
|
|
|
|
||||||||||
Total cost of goods sold and operating expense rate
|
|
65.99
|
|
|
69.83
|
|
|
(3.84
|
)
|
|
(5.5
|
)%
|
|
|
|
|
|
|
||||||||||
Sales margin
|
|
$
|
13.13
|
|
|
$
|
32.53
|
|
|
$
|
(19.40
|
)
|
|
(59.6
|
)%
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales tons
2
(In thousands)
|
|
17,292
|
|
|
21,840
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Production tons
2
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
|
26,138
|
|
|
29,733
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cliffs’ share of total
|
|
19,317
|
|
|
22,431
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
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 average year-to-date realized product revenue rate declined by
$23.24
per ton or
22.7 percent
to
$79.12
per ton in 2015, which resulted in a decrease of
$401.9 million
. This decline is a result of:
|
◦
|
Changes in customer pricing negatively affected the realized revenue rate by $9 per ton driven primarily by the reduction in Platts 62 percent Fe fines spot price as well as other indices referenced in customer contracts;
|
◦
|
Realized revenue rates impacted negatively by $7 per ton primarily as a result of one major customer contract with a pricing mechanism affected by a reduction in their full-year hot band steel pricing; and
|
◦
|
Realized revenue rates impacted negatively by $5 per ton related to one major customer contract with a reduced average selling price due to a change in the pricing mechanism as prescribed in the contract which shifted the contract from a fixed rate to a rate impacted by the Platts 62 percent Fe fines spot price, as well as other market rates plus the impact and timing of carryover tons.
|
◦
|
A lower nomination in 2015 from one customer due to reduced 2015 demand, reduced demand from a customer due to the idling of its blast furnace beginning in March 2015 and the expiration of a contract with one customer at the end of 2014; and
|
◦
|
Lower sales to one customer in 2015 due to the termination of a contract in the fourth quarter of the current year.
|
◦
|
These decreases were partially offset by higher sales to one customer throughout 2015 due to a spot contract with the customer that began in the fourth quarter of 2014.
|
•
|
Lower costs in 2015 in comparison to the prior year primarily driven by the reduction in salaried workforce headcount, along with reduced maintenance and repair costs based on cost reduction initiatives and condition-based monitoring, reduced stripping costs at Tilden and Hibbing based on new mine plans, and the year-over-year reduction in energy rates; and
|
•
|
Decreased sales volumes, as discussed above, that decreased costs by
$305.3 million
compared to the prior year.
|
•
|
Partially offset by increased idle costs of
$61.5 million
due to the idle of United Taconite mine which began in the first week of August 2015, the idle of the Empire mine which began on June 26 2015 and ended in mid-October 2015, and one idled production line at our Northshore mine during all of 2015, until the complete idle of Northshore mine in the end of November 2015.
|
|
|
(In Millions)
|
||||||||||||||||||||||||||
|
|
|
|
Change due to:
|
|
|
||||||||||||||||||||||
|
|
Year Ended
December 31, |
|
Revenue
and cost rate
|
|
Sales volume
|
|
Exchange rate
|
|
Freight and reimburse-ment
|
|
Total change
|
||||||||||||||||
|
|
2015
|
|
2014
|
|
|
|
|
|
|||||||||||||||||||
Revenues from product sales and services
|
|
$
|
487.9
|
|
|
$
|
866.7
|
|
|
$
|
(402.5
|
)
|
|
$
|
7.3
|
|
|
$
|
(0.3
|
)
|
|
$
|
16.7
|
|
|
$
|
(378.8
|
)
|
Cost of goods sold and operating expenses
|
|
(478.5
|
)
|
|
(745.0
|
)
|
|
194.8
|
|
|
(6.2
|
)
|
|
94.6
|
|
|
(16.7
|
)
|
|
266.5
|
|
|||||||
Sales margin
|
|
$
|
9.4
|
|
|
$
|
121.7
|
|
|
$
|
(207.7
|
)
|
|
$
|
1.1
|
|
|
$
|
94.3
|
|
|
$
|
—
|
|
|
$
|
(112.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Year Ended
December 31, |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Per Ton Information
|
|
2015
|
|
2014
|
|
Difference
|
|
Percent change
|
|
|
|
|
|
|
||||||||||||||
Realized product revenue rate
1
|
|
$
|
39.93
|
|
|
$
|
74.56
|
|
|
$
|
(34.63
|
)
|
|
(46.4
|
)%
|
|
|
|
|
|
|
|||||||
Cash production cost
|
|
30.82
|
|
|
49.29
|
|
|
(18.47
|
)
|
|
(37.5
|
)%
|
|
|
|
|
|
|
||||||||||
Non-production cash cost
|
|
6.13
|
|
|
2.07
|
|
|
4.06
|
|
|
196.1
|
%
|
|
|
|
|
|
|
||||||||||
Cost of goods sold and operating expense rate
1
(excluding DDA)
|
|
36.95
|
|
|
51.36
|
|
|
(14.41
|
)
|
|
(28.1
|
)%
|
|
|
|
|
|
|
||||||||||
Depreciation, depletion & amortization
|
|
2.18
|
|
|
12.65
|
|
|
(10.47
|
)
|
|
(82.8
|
)%
|
|
|
|
|
|
|
||||||||||
Total cost of goods sold and operating expense rate
|
|
39.13
|
|
|
64.01
|
|
|
(24.88
|
)
|
|
(38.9
|
)%
|
|
|
|
|
|
|
||||||||||
Sales margin
|
|
$
|
0.80
|
|
|
$
|
10.55
|
|
|
$
|
(9.75
|
)
|
|
(92.4
|
)%
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales tons
2
(In thousands)
|
|
11,627
|
|
|
11,531
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Production tons
2
(In thousands)
|
|
11,722
|
|
|
11,352
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
1
We began selling a portion of our product on a CFR basis in 2014. As such, the information above excludes revenues and expenses related to freight, which are offsetting and have no impact on sales margin.
|
||||||||||||||||||||||||||||
2
Metric tons (2,205 pounds).
|
•
|
An overall decrease to the average realized revenue rate, which resulted in a decrease of
$402.5 million
, primarily as a result of a decrease in the Platts 62 percent Fe fines spot price to an average of $56 per ton from $97 per ton in the prior year.
|
•
|
This decrease is partially offset by the higher sales volume of
11.6 million
tons during the year ended December 31, 2015 compared with
11.5 million
tons resulting in an increase in revenue of
$7.3 million
.
|
•
|
A reduction in depreciation, amortization and depletion expense of $120.6 million primarily due to the long-lived asset impairments taken during the second half of 2014 and reduced mining costs of $79.4 million mainly due to decreased mining and hauling volumes and increases in productivity related to maintenance, hauling and train loading, and lower headcount; and
|
•
|
Favorable foreign exchange rate variances of
$94.6 million
or $8 per metric ton.
|
•
|
These decreases were offset partially by higher sales volumes, as discussed above, that resulted in increased costs of
$6.2 million
compared to the prior year.
|
|
(In Millions)
|
||||||
|
2014
|
|
2013
|
||||
|
|
|
|
||||
Net Income (Loss)
|
$
|
(8,311.6
|
)
|
|
$
|
361.8
|
|
Less:
|
|
|
|
||||
Interest expense, net
|
(185.2
|
)
|
|
(179.1
|
)
|
||
Income tax benefit (expense)
|
1,302.0
|
|
|
(55.1
|
)
|
||
Depreciation, depletion and amortization
|
(504.0
|
)
|
|
(593.3
|
)
|
||
EBITDA
|
$
|
(8,924.4
|
)
|
|
$
|
1,189.3
|
|
Less:
|
|
|
|
||||
Impairment of goodwill and other long-lived assets
|
$
|
(635.5
|
)
|
|
$
|
(14.3
|
)
|
Impact of discontinued operations
|
(9,332.5
|
)
|
|
(398.4
|
)
|
||
Gain on extinguishment of debt
|
16.2
|
|
|
—
|
|
||
Severance and contractor termination costs
|
(23.3
|
)
|
|
(16.6
|
)
|
||
Foreign exchange remeasurement
|
29.0
|
|
|
53.2
|
|
||
Proxy contest and change in control costs in SG&A
|
(26.6
|
)
|
|
—
|
|
||
Total Adjusted EBITDA
|
$
|
1,048.3
|
|
|
$
|
1,565.4
|
|
|
|
|
|
||||
EBITDA:
|
|
|
|
||||
U.S. Iron Ore
|
$
|
805.6
|
|
|
$
|
1,000.1
|
|
Asia Pacific Iron Ore
|
(352.9
|
)
|
|
543.0
|
|
||
Other (including discontinued operations)
|
(9,377.1
|
)
|
|
(353.8
|
)
|
||
Total EBITDA
|
$
|
(8,924.4
|
)
|
|
$
|
1,189.3
|
|
|
|
|
|
||||
Adjusted EBITDA:
|
|
|
|
||||
U.S. Iron Ore
|
$
|
833.5
|
|
|
$
|
1,031.8
|
|
Asia Pacific Iron Ore
|
252.9
|
|
|
513.1
|
|
||
Other
|
(38.1
|
)
|
|
20.5
|
|
||
Total Adjusted EBITDA
|
$
|
1,048.3
|
|
|
$
|
1,565.4
|
|
|
(In Millions)
|
||||||||||||||||||||||||||
|
|
|
Change due to
|
|
|||||||||||||||||||||||
|
Year Ended
December 31, |
|
Revenue and cost rate
|
|
Sales volume
|
|
Idle cost/Production volume variance
|
|
Freight and reimburse-ment
|
|
Total change
|
||||||||||||||||
|
2014
|
|
2013
|
|
|
|
|
|
|||||||||||||||||||
Revenues from product sales and services
|
$
|
2,506.5
|
|
|
$
|
2,667.9
|
|
|
$
|
(233.6
|
)
|
|
$
|
60.8
|
|
|
$
|
—
|
|
|
$
|
11.4
|
|
|
$
|
(161.4
|
)
|
Cost of goods sold and operating expenses
|
(1,796.1
|
)
|
|
(1,766.0
|
)
|
|
(34.4
|
)
|
|
(33.2
|
)
|
|
48.9
|
|
|
(11.4
|
)
|
|
(30.1
|
)
|
|||||||
Sales margin
|
$
|
710.4
|
|
|
$
|
901.9
|
|
|
$
|
(268.0
|
)
|
|
$
|
27.6
|
|
|
$
|
48.9
|
|
|
$
|
—
|
|
|
$
|
(191.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Year Ended
December 31,
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Per Ton Information
|
2014
|
|
2013
|
|
Difference
|
|
Percent change
|
|
|
|
|
|
|
||||||||||||||
Realized product revenue rate
1
|
$
|
102.36
|
|
|
$
|
113.08
|
|
|
$
|
(10.72
|
)
|
|
(9.5
|
)%
|
|
|
|
|
|
|
|||||||
Cash production cost
|
63.83
|
|
|
61.95
|
|
|
1.88
|
|
|
3.0
|
%
|
|
|
|
|
|
|
||||||||||
Non-production cash cost
|
1.08
|
|
|
3.13
|
|
|
(2.05
|
)
|
|
(65.5
|
)%
|
|
|
|
|
|
|
||||||||||
Cost of goods sold and operating expenses rate
1
(excluding DDA)
|
64.91
|
|
|
65.08
|
|
|
(0.17
|
)
|
|
(0.3
|
)%
|
|
|
|
|
|
|
||||||||||
Depreciation, depletion & amortization
|
4.92
|
|
|
5.65
|
|
|
(0.73
|
)
|
|
(12.9
|
)%
|
|
|
|
|
|
|
||||||||||
Total cost of goods sold and operating expenses rate
|
69.83
|
|
|
70.73
|
|
|
(0.90
|
)
|
|
(1.3
|
)%
|
|
|
|
|
|
|
||||||||||
Sales margin
|
$
|
32.53
|
|
|
$
|
42.35
|
|
|
$
|
(9.82
|
)
|
|
(23.2
|
)%
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales tons
2
(In thousands)
|
21,840
|
|
|
21,299
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Production tons
2
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
29,733
|
|
|
27,234
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cliffs’ share of total
|
22,431
|
|
|
20,271
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
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 average year-to-date realized product revenue rate declined by
$10.72
per ton or
9.5
percent to
$102.36
per ton in 2014, which resulted in a decrease of
$233.6 million
. This decline is a result of:
|
◦
|
Changes in customer pricing negatively affected the realized revenue rate by $6 per ton driven primarily by the period-over-period reduction in Platts 62 percent Fe fines spot price and by new base pricing from an additional contract; and
|
◦
|
Realized revenue rates impacted negatively by $5 per ton related to one major customer contract with a reduced average selling price due to a contractual change in the 2014 pricing mechanism.
|
◦
|
Higher Great Lakes sales due to increased contracted tons in 2014 from two customers due to separate contract extensions/amendments, higher demand from a customer due to the Great Lakes freeze preventing the customer from reaching its self-produced ore, along with increased nominations in 2014 for two major customer contracts.
|
◦
|
Partially offset by decreased export sales due to increased 2014 Great Lakes nominations and low market pricing providing a disincentive for spot shipment opportunities along with reduced spot sales that occurred with one customer in the prior-year not recurring for as much tonnage in 2014.
|
•
|
Higher costs related to increased mobile equipment repairs and increased maintenance and repair costs primarily driven by increased kiln repairs at Empire in 2014 due to the 2016 life-of-mine extension, mill repair at the Hibbing mine, along with higher costs related to increased energy rates in the first quarter of 2014; and
|
•
|
Increased sales volumes, as discussed above, that increased costs by
$33.2 million
compared to the prior year.
|
•
|
Partially offset by lower idle costs of
$48.9 million
due to restarting the two production lines at our Northshore mine during the first quarter of 2014 that were previously idled in January 2013 and the non-recurrence of the 2013 summer shutdown of the Empire mine in 2014.
|
|
(In Millions)
|
|||||||||||||||||||||||||
|
Year Ended
December 31,
|
|
Change due to
|
|
|
|||||||||||||||||||||
|
Revenue and cost rate
|
|
Sales Volume
|
|
Exchange Rate
|
Freight and reimburse-ment
|
|
Total change
|
||||||||||||||||||
|
2014
|
|
2013
|
|
|
|
|
|||||||||||||||||||
Revenues from product sales and services
|
$
|
866.7
|
|
|
$
|
1,224.3
|
|
|
$
|
(414.8
|
)
|
|
$
|
54.8
|
|
|
$
|
(4.5
|
)
|
$
|
6.9
|
|
|
$
|
(357.6
|
)
|
Cost of goods sold and operating expenses
|
(745.0
|
)
|
|
(857.2
|
)
|
|
102.7
|
|
|
(37.9
|
)
|
|
54.3
|
|
(6.9
|
)
|
|
112.2
|
|
|||||||
Sales margin
|
$
|
121.7
|
|
|
$
|
367.1
|
|
|
$
|
(312.1
|
)
|
|
$
|
16.9
|
|
|
$
|
49.8
|
|
$
|
—
|
|
|
$
|
(245.4
|
)
|
|
||||||||||||||||||||||||||
|
Year Ended
December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Per Ton Information
|
2014
|
|
2013
|
|
Difference
|
|
Percent change
|
|
|
|
|
|
||||||||||||||
Realized product revenue rate
|
$
|
74.56
|
|
|
$
|
110.87
|
|
|
$
|
(36.31
|
)
|
|
(32.8
|
)%
|
|
|
|
|
|
|||||||
Cash production cost
|
49.29
|
|
|
56.77
|
|
|
(7.48
|
)
|
|
(13.2
|
)%
|
|
|
|
|
|
||||||||||
Non-production cash cost
|
2.07
|
|
|
6.94
|
|
|
(4.87
|
)
|
|
(70.2
|
)%
|
|
|
|
|
|
||||||||||
Cost of goods sold and operating expenses rate (excluding DDA)
|
51.36
|
|
|
63.71
|
|
|
(12.35
|
)
|
|
(19.4
|
)%
|
|
|
|
|
|
||||||||||
Depreciation, depletion & amortization
|
12.65
|
|
|
13.92
|
|
|
(1.27
|
)
|
|
(9.1
|
)%
|
|
|
|
|
|
||||||||||
Total cost of goods sold and operating expenses rate
|
64.01
|
|
|
77.63
|
|
|
(13.62
|
)
|
|
(17.5
|
)%
|
|
|
|
|
|
||||||||||
Sales margin
|
$
|
10.55
|
|
|
$
|
33.24
|
|
|
$
|
(22.69
|
)
|
|
(68.3
|
)%
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales tons
1
(In thousands)
|
11,531
|
|
|
11,043
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Production tons
1
(In thousands)
|
11,352
|
|
|
11,109
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
1
We began selling a portion of our product on a CFR basis in 2014. As such, the information above excludes revenues and expenses related to freight, which are offsetting and have no impact on sales margin.
|
||||||||||||||||||||||||||
2
Metric tons (2,205 pounds).
|
•
|
An overall decrease to the average realized revenue rate, which resulted in a decrease of
$414.8 million
, primarily as a result of a decrease in the Platts 62 percent Fe fines spot price to an average of $97 per ton from $135 per ton in the prior year,
|
•
|
Partially offset by the higher sales volume of
11.5 million
tons during the year ended December 31, 2014 compared with
11.0 million
tons during the prior year due to strong rail deliveries and increased production, resulting in an increase in revenue of
$54.8 million
.
|
•
|
Reduced mining costs of $81.2 million mainly due to lower mining contractor costs primarily resulting from a focus on efficiencies across the operation, lower sales royalties of $23.9 million primarily attributable to the decline in the Platts 62 percent Fe fines spot price, and lower logistics costs of $12.0 million primarily attributable to the finalization of the port dispute. These cost savings are partially offset by an increase in site administration expenses of $9.6 million due to realignment of head count to the sites and severance payments of $1.6 million; and
|
•
|
Favorable foreign exchange rate variances of
$54.3 million
or $5 per metric ton.
|
•
|
These decreases were offset partially by higher sales volumes, as discussed above, that resulted in increased costs of
$37.9 million
compared to the prior year.
|
|
(In Millions)
|
||||||
|
December 31,
2015 |
|
December 31, 2014
|
||||
Cash and cash equivalents
|
$
|
285.2
|
|
|
$
|
271.3
|
|
Available revolving credit facility
(1)
|
$
|
—
|
|
|
$
|
1,125.0
|
|
Revolving loans drawn
|
—
|
|
|
—
|
|
||
Available borrowing base on ABL Facility
(2)
|
366.0
|
|
|
—
|
|
||
ABL Facility loans drawn
|
—
|
|
|
—
|
|
||
Letter of credit obligations and other commitments
|
(186.8
|
)
|
|
(149.5
|
)
|
||
Borrowing capacity available
|
$
|
179.2
|
|
|
$
|
975.5
|
|
|
|
|
|
||||
(1)
On March 30, 2015 we eliminated our revolving credit facility and replaced it with the ABL Facility
|
|||||||
(2)
The ABL Facility has the maximum borrowing base of $550 million, determined by applying customary advance rates to eligible accounts receivable, inventory and certain mobile equipment.
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||||
|
|
Final Price
|
|
Estimated Price
|
|
Impact on Revenue
(in millions)
|
|
Final Price
|
|
Estimated Price
|
|
Impact on Revenue
(in millions)
|
|
Final Price
|
|
Estimated Price
|
|
Impact on Revenue
(in millions)
|
||||||||||||||||||
First Quarter
|
|
|
$483
|
|
|
|
$563
|
|
|
|
($21.9
|
)
|
|
|
$651
|
|
|
|
$645
|
|
|
|
$1.5
|
|
|
|
$622
|
|
|
|
$630
|
|
|
|
($1.2
|
)
|
Second Quarter
|
|
483
|
|
|
505
|
|
|
(9.9
|
)
|
|
651
|
|
|
650
|
|
|
2.7
|
|
|
622
|
|
|
614
|
|
|
3.0
|
|
|||||||||
Third Quarter
|
|
483
|
|
|
489
|
|
|
(7.2
|
)
|
|
651
|
|
|
653
|
|
|
(3.4
|
)
|
|
622
|
|
|
633
|
|
|
(2.1
|
)
|
|||||||||
Fourth Quarter
|
|
483
|
|
|
483
|
|
|
—
|
|
|
651
|
|
|
651
|
|
|
—
|
|
|
622
|
|
|
622
|
|
|
—
|
|
|
|
Pension
|
|
OPEB
|
||||||||||||
|
|
Funding
|
|
Expense
|
|
Funding
|
|
Expense
|
||||||||
2013
|
|
$
|
42.9
|
|
|
$
|
46.8
|
|
|
$
|
19.0
|
|
|
$
|
3.2
|
|
2014
|
|
49.6
|
|
|
26.2
|
|
|
5.5
|
|
|
(2.5
|
)
|
||||
2015
|
|
35.7
|
|
|
23.9
|
|
|
3.5
|
|
|
4.4
|
|
||||
2016 (Estimated)
|
|
1.2
|
|
|
16.3
|
|
|
4.1
|
|
|
(4.4
|
)
|
|
Pension and Other Benefits
|
||||||
|
2015
|
|
|
2014
|
|
|
|
U.S. plan discount rate
|
|
|
|
|
|
||
Iron Hourly Pension Plan
|
4.27
|
|
%
|
|
3.83
|
|
%
|
Salaried Pension Plan
|
4.12
|
|
|
|
3.83
|
|
|
Ore Mining Pension Plan
|
4.28
|
|
|
|
3.83
|
|
|
SERP
|
4.22
|
|
|
|
3.83
|
|
|
Hourly OPEB Plan
|
4.32
|
|
|
|
3.83
|
|
|
Salaried OPEB Plan
|
4.22
|
|
|
|
3.83
|
|
|
U.S. rate of compensation increase - Salaried
|
3.00
|
|
|
|
3.00
|
|
|
U.S. rate of compensation increase - Hourly
|
2.00
|
|
|
|
2.50
|
|
|
U.S. pension plan expected return on plan assets
|
8.25
|
|
|
|
8.25
|
|
|
U.S. OPEB plan expected return on plan assets
|
7.00
|
|
|
|
7.00
|
|
|
|
|
Increase in Expense
|
|
Increase in Benefit Obligation
|
||||||||||||
|
|
(In Millions)
|
|
(In Millions)
|
||||||||||||
|
|
Pension
|
|
OPEB
|
|
Pension
|
|
OPEB
|
||||||||
Decrease discount rate .25 percent
|
|
$
|
2.2
|
|
|
$
|
0.6
|
|
|
$
|
25.5
|
|
|
$
|
8.3
|
|
Decrease return on assets 1 percent
|
|
6.7
|
|
|
2.4
|
|
|
N/A
|
|
N/A
|
||||||
Increase medical trend rate 1 percent
|
|
N/A
|
|
3.2
|
|
|
N/A
|
|
27.2
|
|
•
|
trends affecting our financial condition, results of operations or future prospects, particularly the continued volatility of iron ore prices;
|
•
|
availability of capital and our ability to maintain adequate liquidity, in particular considering borrowing base reductions from the sale of non-core assets such as North American Coal;
|
•
|
our level of indebtedness could limit cash flow available to fund working capital, capital expenditures, acquisitions and other general corporate purposes or ongoing needs of our business, which could prevent us from fulfilling our debt obligations;
|
•
|
our ability to successfully consummate any or all of the senior note exchange offers;
|
•
|
continued weaknesses in global economic conditions, including downward pressure on prices caused by oversupply or imported products, including the impact of any reduced barriers to trade, recently filed and forthcoming trade cases, reduced market demand and any change to the economic growth rate in China;
|
•
|
our ability to reach agreement with our iron ore customers regarding any modifications to sales contract provisions, renewals or new arrangements;
|
•
|
uncertainty relating to restructurings in the steel industry and/or affecting the steel industry;
|
•
|
our ability to maintain appropriate relations with unions and employees and enter into or renew collective bargaining agreements on satisfactory terms;
|
•
|
the impact of our customers reducing their steel production or using other methods to produce steel;
|
•
|
our ability to successfully execute an exit option for our Canadian Entities that minimizes the cash outflows and associated liabilities of such entities, including the CCAA process;
|
•
|
our ability to successfully identify and consummate any strategic investments and complete planned divestitures;
|
•
|
our ability to successfully diversify our product mix and add new customers beyond our traditional blast furnace clientele;
|
•
|
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;
|
•
|
the impact of price-adjustment factors on our sales contracts;
|
•
|
changes in sales volume or mix;
|
•
|
our actual levels of capital spending;
|
•
|
our actual economic iron ore reserves or reductions in current mineral estimates, including whether any mineralized material qualifies as a reserve;
|
•
|
events or circumstances that could impair or adversely impact the viability of a mine and the carrying value of associated assets, as well as any resulting impairment charges;
|
•
|
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;
|
•
|
risks related to international operations;
|
•
|
availability of capital equipment and component parts;
|
•
|
the potential existence of significant deficiencies or material weakness in our internal control over financial reporting; and
|
•
|
problems or uncertainties with productivity, tons mined, transportation, mine-closure obligations, environmental liabilities, employee-benefit costs and other risks of the mining industry.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
(In Millions)
|
||||||
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
285.2
|
|
|
$
|
271.3
|
|
Accounts receivable, net
|
40.2
|
|
|
122.7
|
|
||
Inventories
|
329.6
|
|
|
260.1
|
|
||
Supplies and other inventories
|
110.4
|
|
|
118.6
|
|
||
Income tax receivable
|
5.7
|
|
|
217.6
|
|
||
Short-term assets of discontinued operations
|
14.9
|
|
|
326.9
|
|
||
Loans to and accounts receivables from the Canadian Entities
|
72.9
|
|
|
0.4
|
|
||
Insurance coverage receivable
|
93.5
|
|
|
—
|
|
||
Other current assets
|
30.3
|
|
|
107.7
|
|
||
TOTAL CURRENT ASSETS
|
982.7
|
|
|
1,425.3
|
|
||
PROPERTY, PLANT AND EQUIPMENT, NET
|
1,059.0
|
|
|
1,070.5
|
|
||
OTHER ASSETS
|
|
|
|
||||
Deferred income taxes
|
—
|
|
|
175.5
|
|
||
Long-term assets of discontinued operations
|
—
|
|
|
383.0
|
|
||
Other non-current assets
|
93.8
|
|
|
92.9
|
|
||
TOTAL OTHER ASSETS
|
93.8
|
|
|
651.4
|
|
||
TOTAL ASSETS
|
$
|
2,135.5
|
|
|
$
|
3,147.2
|
|
|
(In Millions, Except Per Share Amounts)
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
REVENUES FROM PRODUCT SALES AND SERVICES
|
|
|
|
|
|
||||||
Product
|
$
|
1,832.4
|
|
|
$
|
3,095.2
|
|
|
$
|
3,631.8
|
|
Freight and venture partners' cost reimbursements
|
180.9
|
|
|
278.0
|
|
|
259.0
|
|
|||
|
2,013.3
|
|
|
3,373.2
|
|
|
3,890.8
|
|
|||
COST OF GOODS SOLD AND OPERATING EXPENSES
|
(1,776.8
|
)
|
|
(2,487.5
|
)
|
|
(2,406.4
|
)
|
|||
SALES MARGIN
|
236.5
|
|
|
885.7
|
|
|
1,484.4
|
|
|||
OTHER OPERATING INCOME (EXPENSE)
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
(110.0
|
)
|
|
(154.7
|
)
|
|
(163.8
|
)
|
|||
Impairment of goodwill and other long-lived assets
|
(3.3
|
)
|
|
(635.5
|
)
|
|
(14.3
|
)
|
|||
Miscellaneous - net
|
28.1
|
|
|
34.6
|
|
|
74.0
|
|
|||
|
(85.2
|
)
|
|
(755.6
|
)
|
|
(104.1
|
)
|
|||
OPERATING INCOME
|
151.3
|
|
|
130.1
|
|
|
1,380.3
|
|
|||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
||||||
Interest expense, net
|
(228.5
|
)
|
|
(176.7
|
)
|
|
(186.4
|
)
|
|||
Gain on extinguishment of debt
|
392.9
|
|
|
16.2
|
|
|
—
|
|
|||
Other non-operating income (expense)
|
(2.6
|
)
|
|
10.7
|
|
|
(3.0
|
)
|
|||
|
161.8
|
|
|
(149.8
|
)
|
|
(189.4
|
)
|
|||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND EQUITY LOSS FROM VENTURES
|
313.1
|
|
|
(19.7
|
)
|
|
1,190.9
|
|
|||
INCOME TAX BENEFIT (EXPENSE)
|
(169.3
|
)
|
|
86.0
|
|
|
(237.6
|
)
|
|||
EQUITY LOSS FROM VENTURES, net of tax
|
(0.1
|
)
|
|
(9.9
|
)
|
|
(74.4
|
)
|
|||
INCOME FROM CONTINUING OPERATIONS
|
143.7
|
|
|
56.4
|
|
|
878.9
|
|
|||
LOSS FROM DISCONTINUED OPERATIONS, net of tax
|
(892.1
|
)
|
|
(8,368.0
|
)
|
|
(517.1
|
)
|
|||
NET INCOME (LOSS)
|
(748.4
|
)
|
|
(8,311.6
|
)
|
|
361.8
|
|
|||
LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTEREST
|
(0.9
|
)
|
|
1,087.4
|
|
|
51.7
|
|
|||
(Year Ended December 31, 2015 - Loss of $7.7 million related to Discontinued Operations, Year Ended December 31, 2014 - Loss of $1,113.3 million and Year Ended December 31, 2013 - Loss of $66.5 million related to Discontinued Operations)
|
|
|
|||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
|
$
|
(749.3
|
)
|
|
$
|
(7,224.2
|
)
|
|
$
|
413.5
|
|
PREFERRED STOCK DIVIDENDS
|
(38.4
|
)
|
|
(51.2
|
)
|
|
(48.7
|
)
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO CLIFFS COMMON SHAREHOLDERS
|
$
|
(787.7
|
)
|
|
$
|
(7,275.4
|
)
|
|
$
|
364.8
|
|
|
|
|
|
|
|
||||||
EARNINGS (LOSS) PER COMMON SHARE ATTRIBUTABLE TO CLIFFS SHAREHOLDERS - BASIC
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.63
|
|
|
$
|
(0.14
|
)
|
|
$
|
5.37
|
|
Discontinued operations
|
(5.77
|
)
|
|
(47.38
|
)
|
|
(2.97
|
)
|
|||
|
$
|
(5.14
|
)
|
|
$
|
(47.52
|
)
|
|
$
|
2.40
|
|
EARNINGS (LOSS) PER COMMON SHARE ATTRIBUTABLE TO CLIFFS SHAREHOLDERS - DILUTED
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.63
|
|
|
$
|
(0.14
|
)
|
|
$
|
4.95
|
|
Discontinued operations
|
(5.76
|
)
|
|
(47.38
|
)
|
|
(2.58
|
)
|
|||
|
$
|
(5.13
|
)
|
|
$
|
(47.52
|
)
|
|
$
|
2.37
|
|
AVERAGE NUMBER OF SHARES (IN THOUSANDS)
|
|
|
|
|
|
||||||
Basic
|
153,230
|
|
|
153,098
|
|
|
151,726
|
|
|||
Diluted
|
153,605
|
|
|
153,098
|
|
|
174,323
|
|
|||
CASH DIVIDENDS DECLARED PER DEPOSITARY SHARE
|
$
|
1.32
|
|
|
$
|
1.76
|
|
|
$
|
1.66
|
|
CASH DIVIDENDS DECLARED PER COMMON SHARE
|
$
|
—
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
(In Millions)
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
NET INCOME (LOSS) ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
|
$
|
(749.3
|
)
|
|
$
|
(7,224.2
|
)
|
|
$
|
413.5
|
|
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
||||||
Pension and OPEB liability, net of tax
|
45.2
|
|
|
(91.0
|
)
|
|
208.3
|
|
|||
Unrealized net gain (loss) on marketable securities, net of tax
|
1.7
|
|
|
(7.2
|
)
|
|
3.1
|
|
|||
Unrealized net gain (loss) on foreign currency translation
|
155.6
|
|
|
(42.3
|
)
|
|
(208.6
|
)
|
|||
Unrealized net gain (loss) on derivative financial instruments, net of tax
|
20.7
|
|
|
2.8
|
|
|
(29.6
|
)
|
|||
OTHER COMPREHENSIVE INCOME (LOSS)
|
223.2
|
|
|
(137.7
|
)
|
|
(26.8
|
)
|
|||
OTHER COMPREHENSIVE LOSS (INCOME) ATTRIBUTABLE TO THE NONCONTROLLING INTEREST
|
4.6
|
|
|
4.8
|
|
|
(30.5
|
)
|
|||
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
|
$
|
(521.5
|
)
|
|
$
|
(7,357.1
|
)
|
|
$
|
356.2
|
|
|
(In Millions)
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(748.4
|
)
|
|
$
|
(8,311.6
|
)
|
|
$
|
361.8
|
|
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
134.0
|
|
|
504.0
|
|
|
593.3
|
|
|||
Impairment of goodwill and other long-lived assets
|
76.6
|
|
|
9,029.9
|
|
|
250.8
|
|
|||
Equity loss in ventures (net of tax)
|
(0.1
|
)
|
|
9.9
|
|
|
74.4
|
|
|||
Deferred income taxes
|
159.8
|
|
|
(1,153.9
|
)
|
|
(138.1
|
)
|
|||
Changes in deferred revenue and below-market sales contracts
|
(42.6
|
)
|
|
(18.0
|
)
|
|
(52.8
|
)
|
|||
Gain on extinguishment of debt
|
(392.9
|
)
|
|
(16.2
|
)
|
|
—
|
|
|||
Loss on deconsolidation, net of cash deconsolidated
|
668.3
|
|
|
—
|
|
|
—
|
|
|||
Loss (gain) on sale of North American Coal mines
|
(9.3
|
)
|
|
419.6
|
|
|
—
|
|
|||
Other
|
113.1
|
|
|
(21.5
|
)
|
|
(3.3
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables and other assets
|
369.1
|
|
|
(82.8
|
)
|
|
138.8
|
|
|||
Product inventories
|
(62.0
|
)
|
|
37.8
|
|
|
30.8
|
|
|||
Payables and accrued expenses
|
(227.7
|
)
|
|
(38.3
|
)
|
|
(109.8
|
)
|
|||
Net cash provided by operating activities
|
37.9
|
|
|
358.9
|
|
|
1,145.9
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment
|
(80.8
|
)
|
|
(284.1
|
)
|
|
(861.6
|
)
|
|||
Investments in DIP and prepetition financing
|
(14.0
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds (uses) from sale of North American Coal mines
|
(15.2
|
)
|
|
155.0
|
|
|
—
|
|
|||
Other investing activities
|
6.8
|
|
|
25.5
|
|
|
50.3
|
|
|||
Net cash used in investing activities
|
(103.2
|
)
|
|
(103.6
|
)
|
|
(811.3
|
)
|
|||
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
|
|
|||
Proceeds from first lien notes offering
|
503.5
|
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(33.6
|
)
|
|
(9.0
|
)
|
|
—
|
|
|||
Repayment of term loan
|
—
|
|
|
—
|
|
|
(847.1
|
)
|
|||
Borrowings under credit facilities
|
309.8
|
|
|
1,219.5
|
|
|
670.5
|
|
|||
Repayment under credit facilities
|
(309.8
|
)
|
|
(1,219.5
|
)
|
|
(995.5
|
)
|
|||
Proceeds from equipment loans
|
—
|
|
|
—
|
|
|
164.8
|
|
|||
Repayments of equipment loans
|
(45.4
|
)
|
|
(20.9
|
)
|
|
(3.0
|
)
|
|||
Repurchase of debt
|
(225.9
|
)
|
|
(28.8
|
)
|
|
—
|
|
|||
Contributions (to)/by joint ventures, net
|
0.1
|
|
|
(25.7
|
)
|
|
23.3
|
|
|||
Distributions of partnership equity
|
(40.6
|
)
|
|
—
|
|
|
—
|
|
|||
Common stock dividends
|
—
|
|
|
(92.5
|
)
|
|
(91.9
|
)
|
|||
Preferred stock dividends
|
(51.2
|
)
|
|
(51.2
|
)
|
|
(35.7
|
)
|
|||
Other financing activities
|
(45.9
|
)
|
|
(60.2
|
)
|
|
(52.0
|
)
|
|||
Net cash provided by (used in) financing activities
|
61.0
|
|
|
(288.3
|
)
|
|
(171.9
|
)
|
|||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
(1.4
|
)
|
|
(11.6
|
)
|
|
(22.4
|
)
|
|||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(5.7
|
)
|
|
(44.6
|
)
|
|
140.3
|
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
290.9
|
|
|
335.5
|
|
|
195.2
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
285.2
|
|
|
$
|
290.9
|
|
|
$
|
335.5
|
|
|
|
|
|
|
(In Millions)
|
||||||||||||||||||||||||||||||||
|
|
|
|
|
Cliffs Shareholders
|
|
|
|
|
||||||||||||||||||||||||||||
|
Number
of Depositary Shares |
|
Depositary
Shares |
|
Number
of Common Shares |
|
Common
Shares |
|
Capital in
Excess of Par Value of Shares |
|
Retained
Earnings |
|
Common
Shares in Treasury |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Non-
Controlling Interest |
|
Total
|
||||||||||||||||||
January 1, 2013
|
—
|
|
|
$
|
—
|
|
|
142.5
|
|
|
$
|
18.5
|
|
|
$
|
1,774.7
|
|
|
$
|
3,217.7
|
|
|
$
|
(322.6
|
)
|
|
$
|
(55.6
|
)
|
|
$
|
1,128.2
|
|
|
$
|
5,760.9
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
413.5
|
|
|
—
|
|
|
—
|
|
|
(51.7
|
)
|
|
361.8
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57.3
|
)
|
|
30.5
|
|
|
(26.8
|
)
|
||||||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21.2
|
)
|
|
335.0
|
|
||||||||||||||||
Equity offering
|
—
|
|
|
—
|
|
|
10.4
|
|
|
1.3
|
|
|
284.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
285.3
|
|
||||||||
Capital contribution by noncontrolling
interest to subsidiary |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
5.2
|
|
||||||||
Acquisition of controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
295.4
|
|
|
(82.7
|
)
|
|
—
|
|
|
—
|
|
|
(314.8
|
)
|
|
(102.1
|
)
|
||||||||
Undistributed losses to noncontrolling
interest |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.0
|
|
|
17.0
|
|
||||||||
Stock and other incentive plans
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
17.1
|
|
|
—
|
|
|
—
|
|
|
14.2
|
|
||||||||
Depositary Shares
|
29.3
|
|
|
731.3
|
|
|
—
|
|
|
—
|
|
|
(21.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
709.4
|
|
||||||||
Common stock dividends ($.60 per
share) |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91.9
|
)
|
||||||||
Preferred stock dividends ($1.66 per
depositary share) |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48.7
|
)
|
||||||||
December 31, 2013
|
29.3
|
|
|
$
|
731.3
|
|
|
153.2
|
|
|
$
|
19.8
|
|
|
$
|
2,329.5
|
|
|
$
|
3,407.3
|
|
|
$
|
(305.5
|
)
|
|
$
|
(112.9
|
)
|
|
$
|
814.8
|
|
|
$
|
6,884.3
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,224.2
|
)
|
|
—
|
|
|
—
|
|
|
(1,087.4
|
)
|
|
(8,311.6
|
)
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(132.9
|
)
|
|
(4.8
|
)
|
|
(137.7
|
)
|
||||||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,092.2
|
)
|
|
(8,449.3
|
)
|
||||||||||||||||
Capital contribution to noncontrolling
interest to subsidiary |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||||||
Distributions to noncontrolling
interest |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25.5
|
)
|
|
(25.5
|
)
|
||||||||
Stock and other incentive plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.7
|
)
|
|
—
|
|
|
19.8
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||||
Common stock dividends ($0.60 per
share) |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92.5
|
)
|
||||||||
Preferred stock dividends ($1.76 per
depositary share) |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51.3
|
)
|
||||||||
December 31, 2014
|
29.3
|
|
|
$
|
731.3
|
|
|
153.2
|
|
|
$
|
19.8
|
|
|
$
|
2,309.8
|
|
|
$
|
(3,960.7
|
)
|
|
$
|
(285.7
|
)
|
|
$
|
(245.8
|
)
|
|
$
|
(303.0
|
)
|
|
$
|
(1,734.3
|
)
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(749.3
|
)
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
(748.4
|
)
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
227.8
|
|
|
(4.6
|
)
|
|
223.2
|
|
||||||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.7
|
)
|
|
(525.2
|
)
|
||||||||||||||||
Capital contribution to noncontrolling
interest to subsidiary |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
||||||||
Distributions to noncontrolling
interest |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||||||
Distributions of partnership equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51.7
|
)
|
|
(51.7
|
)
|
||||||||
Effect of deconsolidation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
528.2
|
|
|
528.2
|
|
||||||||
Stock and other incentive plans
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
(10.9
|
)
|
|
—
|
|
|
20.7
|
|
|
—
|
|
|
—
|
|
|
9.8
|
|
||||||||
Preferred stock dividends ($1.32 per
depositary share) |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.4
|
)
|
||||||||
December 31, 2015
|
29.3
|
|
|
$
|
731.3
|
|
|
153.5
|
|
|
$
|
19.8
|
|
|
$
|
2,298.9
|
|
|
$
|
(4,748.4
|
)
|
|
$
|
(265.0
|
)
|
|
$
|
(18.0
|
)
|
|
$
|
169.8
|
|
|
$
|
(1,811.6
|
)
|
Name
|
|
Location
|
|
Ownership Interest
|
|
Operation
|
|
Status of Operations
|
Northshore
|
|
Minnesota
|
|
100.0%
|
|
Iron Ore
|
|
Active
|
United Taconite
|
|
Minnesota
|
|
100.0%
|
|
Iron Ore
|
|
Active
|
Tilden
|
|
Michigan
|
|
85.0%
|
|
Iron Ore
|
|
Active
|
Empire
|
|
Michigan
|
|
79.0%
|
|
Iron Ore
|
|
Active
|
Koolyanobbing
|
|
Western Australia
|
|
100.0%
|
|
Iron Ore
|
|
Active
|
Asset Class
|
|
Basis
|
|
Life
|
Buildings
|
|
Straight line
|
|
45 Years
|
Mining equipment
|
|
Straight line/Double declining balance
|
|
3 to 20 Years
|
Processing equipment
|
|
Straight line
|
|
10 to 45 Years
|
Electric power facilities
|
|
Straight line
|
|
10 to 45 years
|
Land improvements
|
|
Straight line
|
|
20 to 45 years
|
Office and information technology
|
|
Straight line
|
|
3 to 15 Years
|
Intangible Assets
|
|
Basis
|
|
Useful Life (years)
|
Permits -
Asia Pacific Iron Ore
|
|
Units of production
|
|
Life of mine
|
Permits -
USIO
|
|
Straight line
|
|
28
|
•
|
Level 1 — Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
•
|
Level 2 — Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
•
|
Level 3 — Valuation is based upon other unobservable inputs that are significant to the fair value measurement.
|
|
(In Millions)
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Net Income (Loss)
|
$
|
(748.4
|
)
|
|
$
|
(8,311.6
|
)
|
|
$
|
361.8
|
|
Less:
|
|
|
|
|
|
||||||
Interest expense, net
|
(231.4
|
)
|
|
(185.2
|
)
|
|
(179.1
|
)
|
|||
Income tax benefit (expense)
|
(163.3
|
)
|
|
1,302.0
|
|
|
(55.1
|
)
|
|||
Depreciation, depletion and amortization
|
(134.0
|
)
|
|
(504.0
|
)
|
|
(593.3
|
)
|
|||
EBITDA
|
$
|
(219.7
|
)
|
|
$
|
(8,924.4
|
)
|
|
$
|
1,189.3
|
|
Less:
|
|
|
|
|
|
||||||
Impairment of goodwill and other long-lived assets
|
$
|
(3.3
|
)
|
|
$
|
(635.5
|
)
|
|
$
|
(14.3
|
)
|
Impact of discontinued operations
|
(892.0
|
)
|
|
(9,332.5
|
)
|
|
(398.4
|
)
|
|||
Gain on extinguishment of debt
|
392.9
|
|
|
16.2
|
|
|
—
|
|
|||
Severance and contractor termination costs
|
(10.2
|
)
|
|
(23.3
|
)
|
|
(16.6
|
)
|
|||
Foreign exchange remeasurement
|
16.3
|
|
|
29.0
|
|
|
53.2
|
|
|||
Proxy contest and change in control in SG&A
|
—
|
|
|
(26.6
|
)
|
|
—
|
|
|||
Supplies inventory write-off
|
(16.3
|
)
|
|
—
|
|
|
—
|
|
|||
Total Adjusted EBITDA
|
$
|
292.9
|
|
|
$
|
1,048.3
|
|
|
$
|
1,565.4
|
|
|
|
|
|
|
|
||||||
EBITDA:
|
|
|
|
|
|
||||||
U.S. Iron Ore
|
$
|
317.6
|
|
|
$
|
805.6
|
|
|
$
|
1,000.1
|
|
Asia Pacific Iron Ore
|
35.3
|
|
|
(352.9
|
)
|
|
543.0
|
|
|||
Other (including discontinued operations)
|
(572.6
|
)
|
|
(9,377.1
|
)
|
|
(353.8
|
)
|
|||
Total EBITDA
|
$
|
(219.7
|
)
|
|
$
|
(8,924.4
|
)
|
|
$
|
1,189.3
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA:
|
|
|
|
|
|
||||||
U.S. Iron Ore
|
$
|
352.1
|
|
|
$
|
833.5
|
|
|
$
|
1,031.8
|
|
Asia Pacific Iron Ore
|
32.7
|
|
|
252.9
|
|
|
513.1
|
|
|||
Other
|
(91.9
|
)
|
|
(38.1
|
)
|
|
20.5
|
|
|||
Total Adjusted EBITDA
|
$
|
292.9
|
|
|
$
|
1,048.3
|
|
|
$
|
1,565.4
|
|
|
(In Millions)
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Depreciation, depletion and amortization:
|
|
|
|
|
|
||||||
U.S. Iron Ore
|
$
|
98.9
|
|
|
$
|
107.4
|
|
|
$
|
120.3
|
|
Asia Pacific Iron Ore
|
25.3
|
|
|
145.9
|
|
|
153.7
|
|
|||
Other
|
6.6
|
|
|
7.7
|
|
|
10.8
|
|
|||
Total depreciation, depletion and amortization
|
$
|
130.8
|
|
|
$
|
261.0
|
|
|
$
|
284.8
|
|
|
|
|
|
|
|
||||||
Capital additions
(1)
:
|
|
|
|
|
|
||||||
U.S. Iron Ore
|
$
|
58.2
|
|
|
$
|
48.4
|
|
|
$
|
53.3
|
|
Asia Pacific Iron Ore
|
5.4
|
|
|
10.8
|
|
|
13.0
|
|
|||
Other
|
8.6
|
|
|
6.3
|
|
|
4.5
|
|
|||
Total capital additions
|
$
|
72.2
|
|
|
$
|
65.5
|
|
|
$
|
70.8
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Revenue Category
|
|
|
|
|
|
|
|||
Iron ore
|
|
91
|
%
|
|
92
|
%
|
|
93
|
%
|
Freight and venture partners’ cost reimbursements
|
|
9
|
%
|
|
8
|
%
|
|
7
|
%
|
Total revenue
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
(In Millions)
|
||||||||||||||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
Segment
|
Finished Goods
|
|
Work-in Process
|
|
Total Inventory
|
|
Finished Goods
|
|
Work-in
Process
|
|
Total
Inventory
|
||||||||||||
U.S. Iron Ore
|
$
|
252.3
|
|
|
$
|
11.7
|
|
|
$
|
264.0
|
|
|
$
|
132.1
|
|
|
$
|
13.5
|
|
|
$
|
145.6
|
|
Asia Pacific Iron Ore
|
20.8
|
|
|
44.8
|
|
|
65.6
|
|
|
26.4
|
|
|
88.1
|
|
|
114.5
|
|
||||||
Total
|
$
|
273.1
|
|
|
$
|
56.5
|
|
|
$
|
329.6
|
|
|
$
|
158.5
|
|
|
$
|
101.6
|
|
|
$
|
260.1
|
|
|
(In Millions)
|
||||||
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Land rights and mineral rights
|
$
|
500.5
|
|
|
$
|
500.5
|
|
Office and information technology
|
71.0
|
|
|
73.7
|
|
||
Buildings
|
60.4
|
|
|
59.8
|
|
||
Mining equipment
|
594.0
|
|
|
585.1
|
|
||
Processing equipment
|
516.8
|
|
|
510.2
|
|
||
Electric power facilities
|
46.4
|
|
|
46.8
|
|
||
Land improvements
|
24.8
|
|
|
24.7
|
|
||
Asset retirement obligation
|
87.9
|
|
|
26.5
|
|
||
Other
|
28.2
|
|
|
28.5
|
|
||
Construction in-progress
|
40.3
|
|
|
14.4
|
|
||
|
1,970.3
|
|
|
1,870.2
|
|
||
Allowance for depreciation and depletion
|
(911.3
|
)
|
|
(799.7
|
)
|
||
|
$
|
1,059.0
|
|
|
$
|
1,070.5
|
|
($ in Millions)
|
|
||||||||||||||
December 31, 2015
|
|
||||||||||||||
Debt Instrument
|
|
Type
|
|
Annual Effective Interest Rate
|
|
Final Maturity
|
|
Total Principal Amount
|
|
Total Debt
|
|
||||
$700 Million 4.875% 2021 Senior Notes
|
|
Fixed
|
|
4.89%
|
|
2021
|
|
$
|
412.5
|
|
|
$
|
410.6
|
|
(1)
|
$1.3 Billion Senior Notes:
|
|
|
|
|
|
|
|
|
|
|
|
||||
$500 Million 4.80% 2020 Senior Notes
|
|
Fixed
|
|
4.83%
|
|
2020
|
|
306.7
|
|
|
305.2
|
|
(2)
|
||
$800 Million 6.25% 2040 Senior Notes
|
|
Fixed
|
|
6.34%
|
|
2040
|
|
492.8
|
|
|
482.7
|
|
(3)
|
||
$400 Million 5.90% 2020 Senior Notes
|
|
Fixed
|
|
5.98%
|
|
2020
|
|
290.8
|
|
|
288.9
|
|
(4)
|
||
$500 Million 3.95% 2018 Senior Notes
|
|
Fixed
|
|
6.30%
|
|
2018
|
|
311.2
|
|
|
309.1
|
|
(5)
|
||
$540 Million 8.25% 2020 First Lien Notes
|
|
Fixed
|
|
9.97%
|
|
2020
|
|
540.0
|
|
|
497.4
|
|
(6)
|
||
$544.2 Million 7.75% 2020 Second Lien Notes
|
|
Fixed
|
|
15.55%
|
|
2020
|
|
544.2
|
|
|
403.2
|
|
(7)
|
||
$550 Million ABL Facility:
|
|
|
|
|
|
|
|
|
|
|
|
||||
ABL Facility
|
|
Variable
|
|
N/A
|
|
2020
|
|
550.0
|
|
|
—
|
|
(8)
|
||
Fair Value Adjustment to Interest Rate Hedge
|
|
|
|
|
|
|
|
|
|
2.3
|
|
|
|||
Total debt
|
|
|
|
|
|
|
|
$
|
3,448.2
|
|
|
$
|
2,699.4
|
|
|
($ in Millions)
|
|
||||||||||||||
December 31, 2014
|
|
||||||||||||||
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
|
|
$
|
690.0
|
|
|
$
|
686.0
|
|
(1)
|
$1.3 Billion Senior Notes:
|
|
|
|
|
|
|
|
|
|
|
|
||||
$500 Million 4.80% 2020 Senior Notes
|
|
Fixed
|
|
4.83%
|
|
2020
|
|
490.0
|
|
|
487.2
|
|
(2)
|
||
$800 Million 6.25% 2040 Senior Notes
|
|
Fixed
|
|
6.34%
|
|
2040
|
|
800.0
|
|
|
783.3
|
|
(3)
|
||
$400 Million 5.90% 2020 Senior Notes
|
|
Fixed
|
|
5.98%
|
|
2020
|
|
395.0
|
|
|
391.9
|
|
(4)
|
||
$500 Million 3.95% 2018 Senior Notes
|
|
Fixed
|
|
5.17%
|
|
2018
|
|
480.0
|
|
|
475.3
|
|
(5)
|
||
$1.125 Billion Credit Facility:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revolving Credit Agreement
|
|
Variable
|
|
2.94%
|
|
2017
|
|
1,125.0
|
|
|
—
|
|
(9)
|
||
Fair Value Adjustment to Interest Rate Hedge
|
|
|
|
|
|
|
|
|
|
2.8
|
|
|
|||
Long-term debt
|
|
|
|
|
|
|
|
$
|
3,980.0
|
|
|
$
|
2,826.5
|
|
|
(1)
|
During the third quarter of 2015, we purchased
$10.7 million
of outstanding
4.875 percent
senior notes that were trading at
50.0 percent
of par which resulted in a gain on extinguishment of
$5.3 million
. In addition, during the first quarter of 2015, we purchased
$58.3 million
of outstanding
4.875 percent
senior notes that were trading at
52.0 percent
of par, which resulted in a gain on extinguishment of
$20.0 million
. Also during the first quarter, on March 27, 2015, we exchanged as part of a tender offer
$208.5 million
of the
4.875 percent
senior notes for
$170.3 million
of the
7.75 percent
second lien notes at a discount of
$46.0 million
based on an imputed interest rate of
15.55 percent
, resulting in a gain on extinguishment of
$83.1 million
, net of amounts expensed for unamortized original issue discount and deferred origination fees.
|
(2)
|
During the third quarter of 2015, we purchased
$1.8 million
of outstanding
4.80 percent
senior notes that were trading at
50.0 percent
of par, which resulted in a gain on extinguishment of
$0.9 million
. In addition, during the first quarter of 2015, we purchased
$43.8 million
of outstanding
4.80 percent
senior notes that were trading at
54.3 percent
of par, which resulted in a gain on extinguishment of
$15.6 million
. Also during the first quarter, on March 27, 2015, we exchanged as part of a tender offer
$137.8 million
of the
4.80 percent
senior notes for
$112.9 million
of the
7.75 percent
second lien notes at a discount of
$30.5 million
based on an imputed interest rate of
15.55 percent
, resulting in a gain on extinguishment of
$54.6 million
, net of amounts expensed for unamortized original issue discount and deferred origination fees.
|
(3)
|
During the first quarter of 2015, we purchased
$45.9 million
of outstanding
6.25 percent
senior notes that were trading at
52.5 percent
of par, which resulted in a gain on extinguishment of
$15.0 million
. Also during the first quarter, on March 27, 2015, we exchanged as part of a tender offer
$261.3 million
of the
6.25 percent
senior notes for
$203.5 million
of the
7.75 percent
second lien notes at a discount of
$55.0 million
based on an imputed interest rate of
15.55 percent
, resulting in a gain on extinguishment of
$107.3 million
, net of amounts expensed for unamortized original issue discount and deferred origination fees.
|
(4)
|
During the third quarter of 2015, we purchased
$36.0 million
of outstanding
5.90 percent
senior notes that were trading at
50.0 percent
of par, which resulted in a gain on extinguishment of
$18.0 million
. In addition, during the first quarter of 2015, we purchased
$1.3 million
of outstanding
5.90 percent
senior notes that were trading at
58.0 percent
of par, which resulted in a gain on extinguishment of
$0.3 million
. Also during the first quarter, on March 27, 2015, we exchanged as part of a tender offer
$67.0 million
of the
5.90 percent
senior notes for
$57.5 million
of the
7.75 percent
second lien notes at a discount of
$15.5 million
based on an imputed interest rate of
15.55 percent
, resulting in a gain on extinguishment of
$24.5 million
, net of amounts expensed for unamortized original issue discount and deferred origination fees.
|
(5)
|
During the third quarter, on August 28, 2015, we purchased for cash as part of a tender offer,
$124.8 million
of the
3.95 percent
senior notes for
$68.6 million
, resulting in a gain on extinguishment of
$54.9 million
, net of amounts expensed for reacquisition costs, unamortized original issue discount and deferred origination fees. In addition, during the first quarter of 2015, we purchased
$44.0 million
of outstanding
3.95 percent
senior notes that were trading at
77.5 percent
of par, which resulted in a gain on the extinguishment of debt of
$7.1 million
.
|
(6)
|
As of
December 31, 2015
, the
$540.0 million
8.25 percent
first lien notes were recorded at a par value of
$540.0 million
less debt issuance costs of
$10.5 million
and unamortized discounts of
$32.1 million
, based on an imputed interest rate of
9.97 percent
.
|
(7)
|
As of
December 31, 2015
, the
$544.2 million
7.75 percent
second lien notes were recorded at a par value of
$544.2 million
less debt issuance costs of
$9.5 million
and unamortized discounts of
$131.5 million
, based on an imputed interest rate of
15.55 percent
. See
NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS
for further discussion of unamortized discount as a result of the exchange offers.
|
(8)
|
As of
December 31, 2015
,
no
loans were drawn under the
$550.0 million
ABL Facility and we had total availability of
$366.0 million
as a result of borrowing base limitations. As of
December 31, 2015
, the principal amount of letter of credit obligations totaled
$186.3 million
and commodity hedge obligations totaled
$0.5 million
, thereby further reducing available borrowing capacity on our ABL Facility to
$179.2 million
.
|
(9)
|
As of December 31, 2014
,
we had
no
revolving loans drawn under the revolving credit agreement, which had total availability of $
1.125 billion
as of December 31, 2014. As of December 31, 2014, the principal amount of letter of credit obligations totaled
$149.5 million
, thereby reducing available borrowing capacity to
$975.5 million
.
|
|
(In Millions)
|
||||||||||||||
|
December 31, 2015
|
||||||||||||||
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
|
$
|
30.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30.0
|
|
Derivative assets
|
—
|
|
|
—
|
|
|
7.8
|
|
|
7.8
|
|
||||
Total
|
$
|
30.0
|
|
|
$
|
—
|
|
|
$
|
7.8
|
|
|
$
|
37.8
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
3.4
|
|
|
$
|
4.0
|
|
Total
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
3.4
|
|
|
$
|
4.0
|
|
|
(In Millions)
|
||||||||||||||
|
December 31, 2014
|
||||||||||||||
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:
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63.2
|
|
|
$
|
63.2
|
|
Available-for-sale marketable securities
|
4.3
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
||||
Total
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
63.2
|
|
|
$
|
67.5
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9.5
|
|
|
$
|
9.5
|
|
Foreign exchange contracts
|
—
|
|
|
31.5
|
|
|
—
|
|
|
31.5
|
|
||||
Total
|
$
|
—
|
|
|
$
|
31.5
|
|
|
$
|
9.5
|
|
|
$
|
41.0
|
|
|
(In Millions)
|
||||||||||||||||||||||||||||||
|
2015
|
||||||||||||||||||||||||||||||
|
Pension Plans
|
|
Other Benefits
|
||||||||||||||||||||||||||||
|
Salaried
|
|
Hourly
|
|
Mining
|
|
SERP
|
|
Total
|
|
Salaried
|
|
Hourly
|
|
Total
|
||||||||||||||||
Fair value of plan assets
|
$
|
258.3
|
|
|
$
|
436.7
|
|
|
$
|
5.6
|
|
|
$
|
—
|
|
|
$
|
700.6
|
|
|
$
|
—
|
|
|
$
|
250.6
|
|
|
$
|
250.6
|
|
Benefit obligation
|
(340.0
|
)
|
|
(558.6
|
)
|
|
(8.6
|
)
|
|
(3.6
|
)
|
|
(910.8
|
)
|
|
(38.2
|
)
|
|
(227.8
|
)
|
|
(266.0
|
)
|
||||||||
Funded status
|
$
|
(81.7
|
)
|
|
$
|
(121.9
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
(210.2
|
)
|
|
$
|
(38.2
|
)
|
|
$
|
22.8
|
|
|
$
|
(15.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
2014
|
||||||||||||||||||||||||||||||
|
Pension Plans
|
|
Other Benefits
|
||||||||||||||||||||||||||||
|
Salaried
|
|
Hourly
|
|
Mining
|
|
SERP
|
|
Total
|
|
Salaried
|
|
Hourly
|
|
Total
|
||||||||||||||||
Fair value of plan assets
|
$
|
288.3
|
|
|
$
|
454.9
|
|
|
$
|
6.6
|
|
|
$
|
—
|
|
|
$
|
749.8
|
|
|
$
|
—
|
|
|
$
|
269.3
|
|
|
$
|
269.3
|
|
Benefit obligation
|
(379.2
|
)
|
|
(603.9
|
)
|
|
(9.2
|
)
|
|
(5.7
|
)
|
|
(998.0
|
)
|
|
(41.6
|
)
|
|
(254.2
|
)
|
|
(295.8
|
)
|
||||||||
Funded status
|
$
|
(90.9
|
)
|
|
$
|
(149.0
|
)
|
|
$
|
(2.6
|
)
|
|
$
|
(5.7
|
)
|
|
$
|
(248.2
|
)
|
|
$
|
(41.6
|
)
|
|
$
|
15.1
|
|
|
$
|
(26.5
|
)
|
|
(In Millions)
|
||||||||||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Effect of change in mine ownership & noncontrolling interest
|
$
|
48.4
|
|
|
$
|
51.2
|
|
|
$
|
46.3
|
|
|
$
|
5.5
|
|
|
$
|
5.9
|
|
|
$
|
4.8
|
|
Actual return on plan assets
|
(6.4
|
)
|
|
59.1
|
|
|
80.3
|
|
|
(3.9
|
)
|
|
31.9
|
|
|
11.0
|
|
|
Pension Benefits
|
|
Other Benefits
|
|
||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
Discount rate
|
|
|
|
|
|
|
|
|
Iron Hourly Pension Plan
|
4.27
|
%
|
3.83
|
%
|
N/A
|
%
|
N/A
|
%
|
Salaried Pension Plan
|
4.12
|
|
3.83
|
|
N/A
|
|
N/A
|
|
Ore Mining Pension Plan
|
4.28
|
|
3.83
|
|
N/A
|
|
N/A
|
|
SERP
|
4.22
|
|
3.83
|
|
N/A
|
|
N/A
|
|
Hourly OPEB Plan
|
N/A
|
|
N/A
|
|
4.32
|
|
3.83
|
|
Salaried OPEB Plan
|
N/A
|
|
N/A
|
|
4.22
|
|
3.83
|
|
Salaried rate of compensation increase
|
3.00
|
|
3.00
|
|
3.00
|
|
3.00
|
|
Hourly rate of compensation increase (ultimate)
|
2.00
|
|
2.50
|
|
N/A
|
|
N/A
|
|
|
Pension Benefits
|
|
Other Benefits
|
|
||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
Discount rate
|
3.83
|
%
|
4.57
|
%
|
3.70
|
%
|
3.83
|
%
|
4.57
|
%
|
3.70
|
%
|
Expected return on plan assets
|
8.25
|
|
8.25
|
|
8.25
|
|
7.00
|
|
7.00
|
|
8.25
|
|
Salaried rate of compensation increase
|
3.00
|
|
4.00
|
|
4.00
|
|
3.00
|
|
4.00
|
|
4.00
|
|
Hourly rate of compensation increase
|
2.50
|
|
3.00
|
|
4.00
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
2015
|
|
2014
|
|
Health care cost trend rate assumed for next year
|
6.75
|
%
|
7.00
|
%
|
Ultimate health care cost trend rate
|
5.00
|
|
5.00
|
|
Year that the ultimate rate is reached
|
2023
|
|
2023
|
|
|
Pension Assets
|
|
VEBA Assets
|
||||||||||||||
Asset Category
|
2016
Target
Allocation
|
|
Percentage of
Plan Assets at
December 31,
|
|
2016
Target
Allocation
|
|
Percentage of
Plan Assets at
December 31,
|
||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||||
Equity securities
|
45.0
|
%
|
|
44.0
|
%
|
|
45.6
|
%
|
|
8.0
|
%
|
|
8.8
|
%
|
|
8.6
|
%
|
Fixed income
|
28.0
|
%
|
|
27.7
|
%
|
|
28.7
|
%
|
|
80.1
|
%
|
|
78.2
|
%
|
|
79.3
|
%
|
Hedge funds
|
5.0
|
%
|
|
5.8
|
%
|
|
5.5
|
%
|
|
4.2
|
%
|
|
4.5
|
%
|
|
4.3
|
%
|
Private equity
|
7.0
|
%
|
|
4.7
|
%
|
|
4.2
|
%
|
|
2.6
|
%
|
|
2.2
|
%
|
|
2.3
|
%
|
Structured credit
|
7.5
|
%
|
|
8.9
|
%
|
|
8.7
|
%
|
|
2.1
|
%
|
|
2.3
|
%
|
|
2.3
|
%
|
Real estate
|
7.5
|
%
|
|
8.2
|
%
|
|
6.7
|
%
|
|
3.0
|
%
|
|
4.0
|
%
|
|
3.2
|
%
|
Cash
|
—
|
%
|
|
0.7
|
%
|
|
0.6
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(In Millions)
|
||||||||||||||
|
December 31, 2015
|
||||||||||||||
Asset Category
|
Quoted Prices in Active
Markets for Identical
Assets/Liabilities
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
$
|
150.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
150.5
|
|
U.S. small/mid-cap
|
40.6
|
|
|
—
|
|
|
—
|
|
|
40.6
|
|
||||
International
|
116.8
|
|
|
—
|
|
|
—
|
|
|
116.8
|
|
||||
Fixed income
|
166.3
|
|
|
27.9
|
|
|
—
|
|
|
194.2
|
|
||||
Hedge funds
|
—
|
|
|
—
|
|
|
40.7
|
|
|
40.7
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
33.1
|
|
|
33.1
|
|
||||
Structured credit
|
—
|
|
|
—
|
|
|
62.1
|
|
|
62.1
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
57.5
|
|
|
57.5
|
|
||||
Cash
|
5.1
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
||||
Total
|
$
|
479.3
|
|
|
$
|
27.9
|
|
|
$
|
193.4
|
|
|
$
|
700.6
|
|
|
(In Millions)
|
||||||||||||||
|
December 31, 2014
|
||||||||||||||
Asset Category
|
Quoted Prices in Active
Markets for Identical
Assets/Liabilities
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
$
|
168.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
168.4
|
|
U.S. small/mid-cap
|
45.9
|
|
|
—
|
|
|
—
|
|
|
45.9
|
|
||||
International
|
127.7
|
|
|
—
|
|
|
—
|
|
|
127.7
|
|
||||
Fixed income
|
183.1
|
|
|
31.8
|
|
|
—
|
|
|
214.9
|
|
||||
Hedge funds
|
—
|
|
|
—
|
|
|
41.5
|
|
|
41.5
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
31.2
|
|
|
31.2
|
|
||||
Structured credit
|
—
|
|
|
—
|
|
|
65.4
|
|
|
65.4
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
50.0
|
|
|
50.0
|
|
||||
Cash
|
4.8
|
|
|
—
|
|
|
—
|
|
|
4.8
|
|
||||
Total
|
$
|
529.9
|
|
|
$
|
31.8
|
|
|
$
|
188.1
|
|
|
$
|
749.8
|
|
|
(In Millions)
|
||||||||||||||||||
|
Year Ended December 31, 2014
|
||||||||||||||||||
|
Hedge Funds
|
|
Private Equity
Funds
|
|
Structured
Credit Fund
|
|
Real
Estate
|
|
Total
|
||||||||||
Beginning balance — January 1, 2014
|
$
|
38.8
|
|
|
$
|
29.1
|
|
|
$
|
61.0
|
|
|
$
|
40.9
|
|
|
$
|
169.8
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Relating to assets still held at
the reporting date
|
2.7
|
|
|
3.2
|
|
|
4.4
|
|
|
5.2
|
|
|
15.5
|
|
|||||
Relating to assets sold during
the period
|
—
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|||||
Purchases
|
—
|
|
|
1.4
|
|
|
—
|
|
|
5.4
|
|
|
6.8
|
|
|||||
Sales
|
—
|
|
|
(5.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
|
(7.0
|
)
|
|||||
Ending balance — December 31, 2014
|
$
|
41.5
|
|
|
$
|
31.2
|
|
|
$
|
65.4
|
|
|
$
|
50.0
|
|
|
$
|
188.1
|
|
|
(In Millions)
|
||||||||||||||
|
December 31, 2015
|
||||||||||||||
Asset Category
|
Quoted Prices in Active
Markets for Identical
Assets/Liabilities
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
$
|
11.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11.1
|
|
U.S. small/mid-cap
|
2.8
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
||||
International
|
8.2
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
||||
Fixed income
|
158.1
|
|
|
37.9
|
|
|
—
|
|
|
196.0
|
|
||||
Hedge funds
|
—
|
|
|
—
|
|
|
11.2
|
|
|
11.2
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
5.5
|
|
|
5.5
|
|
||||
Structured credit
|
—
|
|
|
—
|
|
|
5.8
|
|
|
5.8
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
10.0
|
|
|
10.0
|
|
||||
Cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
180.2
|
|
|
$
|
37.9
|
|
|
$
|
32.5
|
|
|
$
|
250.6
|
|
|
(In Millions)
|
||||||||||||||
|
December 31, 2014
|
||||||||||||||
Asset Category
|
Quoted Prices in Active
Markets for Identical Assets/Liabilities (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap
|
$
|
11.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11.6
|
|
U.S. small/mid-cap
|
2.9
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
||||
International
|
8.6
|
|
|
—
|
|
|
—
|
|
|
8.6
|
|
||||
Fixed income
|
174.5
|
|
|
39.1
|
|
|
—
|
|
|
213.6
|
|
||||
Hedge funds
|
—
|
|
|
—
|
|
|
11.5
|
|
|
11.5
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
6.2
|
|
|
6.2
|
|
||||
Structured credit
|
—
|
|
|
—
|
|
|
6.1
|
|
|
6.1
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
8.7
|
|
|
8.7
|
|
||||
Cash
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Total
|
$
|
197.7
|
|
|
$
|
39.1
|
|
|
$
|
32.5
|
|
|
$
|
269.3
|
|
|
(In Millions)
|
||||||||||||||||||
|
Year Ended December 31, 2014
|
||||||||||||||||||
|
Hedge
Funds
|
|
Private Equity
Funds
|
|
Structured Credit Fund
|
|
Real
Estate
|
|
Total
|
||||||||||
Beginning balance — January 1, 2014
|
$
|
24.6
|
|
|
$
|
6.0
|
|
|
$
|
13.5
|
|
|
$
|
13.2
|
|
|
$
|
57.3
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Relating to assets still held at the reporting date
|
0.5
|
|
|
1.0
|
|
|
0.4
|
|
|
0.9
|
|
|
2.8
|
|
|||||
Relating to assets sold during the period
|
0.6
|
|
|
0.4
|
|
|
0.4
|
|
|
0.5
|
|
|
1.9
|
|
|||||
Purchases
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Sales
|
(14.2
|
)
|
|
(1.3
|
)
|
|
(8.2
|
)
|
|
(5.9
|
)
|
|
(29.6
|
)
|
|||||
Ending balance — December 31, 2014
|
$
|
11.5
|
|
|
$
|
6.2
|
|
|
$
|
6.1
|
|
|
$
|
8.7
|
|
|
$
|
32.5
|
|
|
|
(In Millions)
|
||||||||||||||
|
|
Pension
Benefits
|
|
Other Benefits
|
||||||||||||
Company Contributions
|
|
VEBA
|
|
Direct
Payments
|
|
Total
|
||||||||||
2014
|
|
$
|
49.6
|
|
|
$
|
—
|
|
|
$
|
5.5
|
|
|
$
|
5.5
|
|
2015
|
|
35.7
|
|
|
—
|
|
|
3.5
|
|
|
3.5
|
|
||||
2016 (Expected)
(1)
|
|
1.2
|
|
|
—
|
|
|
4.1
|
|
|
4.1
|
|
(1)
|
Pursuant to the bargaining agreement, benefits can be paid from VEBA trusts that are at least
70 percent
funded (all VEBA trusts are over
70 percent
funded at December 31, 2015). Funding obligations have been suspended as Hibbing's, UTAC's, Tilden's and Empire's share of the value of their respective trust assets have reached
90 percent
of their obligation.
|
|
(In Millions)
|
||||||||||||||
|
Pension
Benefits
|
|
Other Benefits
|
||||||||||||
Gross
Company
Benefits
|
|
Less
Medicare
Subsidy
|
|
Net
Company
Payments
|
|||||||||||
2016
|
$
|
74.6
|
|
|
$
|
18.2
|
|
|
$
|
0.8
|
|
|
$
|
17.4
|
|
2017
|
63.4
|
|
|
18.3
|
|
|
0.9
|
|
|
17.4
|
|
||||
2018
|
63.0
|
|
|
18.3
|
|
|
1.0
|
|
|
17.3
|
|
||||
2019
|
62.4
|
|
|
18.1
|
|
|
1.1
|
|
|
17.0
|
|
||||
2020
|
62.4
|
|
|
17.7
|
|
|
1.2
|
|
|
16.5
|
|
||||
2021-2025
|
306.8
|
|
|
84.7
|
|
|
6.9
|
|
|
77.8
|
|
|
(In Millions)
|
||||||
|
December 31, 2015
|
||||||
|
Defined
Benefit
Pensions
|
|
Other
Benefits
|
||||
Fair value of plan assets
|
$
|
700.6
|
|
|
$
|
250.6
|
|
Benefit obligation
|
(910.8
|
)
|
|
(266.0
|
)
|
||
Underfunded status of plan
|
$
|
(210.2
|
)
|
|
$
|
(15.4
|
)
|
Additional shutdown and early retirement benefits
|
$
|
(23.2
|
)
|
|
$
|
(3.2
|
)
|
Performance
Share Plan Year |
Performance Shares Granted
|
|
Estimated Forfeitures
|
|
Expected to Vest
|
|
Grant Date
|
|
Performance Period
|
|||
2015
|
410,105
|
|
|
111,877
|
|
|
298,228
|
|
|
February 9, 2015
|
|
1/1/2015 - 12/31/2017
|
2015
|
464,470
|
|
|
96,149
|
|
|
368,321
|
|
|
January 12, 2015
|
|
1/1/2015 - 12/31/2017
|
2014
|
400,000
|
|
|
27,774
|
|
|
372,226
|
|
|
November 17, 2014
|
|
8/7/2014 - 12/31/2017
|
2014
|
199,450
|
|
|
32,653
|
|
|
166,797
|
|
|
July 29, 2014
|
|
1/1/2014 - 12/31/2016
|
2014
|
106,120
|
|
|
16,351
|
|
|
89,769
|
|
|
May 12, 2014
|
|
1/1/2014 - 12/31/2016
|
2014
|
230,265
|
|
|
142,017
|
|
|
88,248
|
|
|
February 10, 2014
|
|
1/1/2014 - 12/31/2016
|
Year of Grant
|
|
Unrestricted Equity Grant Shares
|
|
Restricted Equity Grant Shares
|
|
Deferred Equity Grant Shares
|
|||
2013
|
|
3,985
|
|
|
31,506
|
|
|
7,970
|
|
2014
|
|
—
|
|
|
73,635
|
|
|
—
|
|
2015
|
|
—
|
|
|
109,408
|
|
|
25,248
|
|
|
(In Millions, except per
share amounts)
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of goods sold and operating expenses
|
$
|
4.0
|
|
|
$
|
5.6
|
|
|
$
|
4.9
|
|
Selling, general and administrative expenses
|
9.9
|
|
|
15.9
|
|
|
14.2
|
|
|||
Reduction of operating income (loss) from continuing operations before income
taxes and equity loss from ventures
|
13.9
|
|
|
21.5
|
|
|
19.1
|
|
|||
Income tax benefit
(1)
|
—
|
|
|
(7.5
|
)
|
|
(6.7
|
)
|
|||
Reduction of net income attributable to Cliffs shareholders
|
$
|
13.9
|
|
|
$
|
14.0
|
|
|
$
|
12.4
|
|
Reduction of earnings per share attributable to Cliffs shareholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
Diluted
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.07
|
|
(1)
|
No income tax benefit for the year ended December 31, 2015, due to the full valuation allowance.
|
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)
|
||||
January 12, 2015
|
|
$
|
7.70
|
|
|
2.97
|
|
58.3%
|
|
0.91%
|
|
—%
|
|
$
|
11.56
|
|
|
150.13%
|
February 9, 2015
|
|
$
|
6.57
|
|
|
2.89
|
|
58.3%
|
|
0.87%
|
|
—%
|
|
$
|
9.86
|
|
|
150.13%
|
Grant Date
|
|
Grant Date Market Price
|
|
Average Expected Term (Years)
|
|
Expected Volatility
|
|
Risk-Free Interest Rate
|
|
Dividend Yield
|
|
Fair Value
|
||||
January 12, 2015
|
|
$
|
7.70
|
|
|
6.47
|
|
75.3%
|
|
1.60%
|
|
—%
|
|
$
|
5.23
|
|
|
2015
|
|
2014
|
|
2013
|
|||
|
Shares
|
|
Shares
|
|
Shares
|
|||
Stock options:
|
|
|
|
|
|
|||
Outstanding at beginning of year
|
250,000
|
|
|
—
|
|
|
—
|
|
Granted during the year
|
412,710
|
|
|
250,000
|
|
|
—
|
|
Vested
|
—
|
|
|
—
|
|
|
—
|
|
Forfeited/canceled
|
(55,221
|
)
|
|
—
|
|
|
—
|
|
Outstanding at end of year
|
607,489
|
|
|
250,000
|
|
|
—
|
|
Restricted awards:
|
|
|
|
|
|
|||
Outstanding and restricted at beginning of year
|
523,176
|
|
|
586,084
|
|
|
393,787
|
|
Granted during the year
|
2,482,415
|
|
|
531,030
|
|
|
396,844
|
|
Vested
|
(477,157
|
)
|
|
(423,822
|
)
|
|
(118,973
|
)
|
Forfeited/canceled
|
(190,364
|
)
|
|
(170,116
|
)
|
|
(85,574
|
)
|
Outstanding and restricted at end of year
|
2,338,070
|
|
|
523,176
|
|
|
586,084
|
|
Performance shares:
|
|
|
|
|
|
|||
Outstanding at beginning of year
|
1,072,376
|
|
|
1,040,453
|
|
|
772,484
|
|
Granted during the year
(1)
|
874,575
|
|
|
1,233,685
|
|
|
806,271
|
|
Issued
(2)
|
(242,920
|
)
|
|
(796,624
|
)
|
|
(289,054
|
)
|
Forfeited/canceled
|
(207,542
|
)
|
|
(405,138
|
)
|
|
(249,248
|
)
|
Outstanding at end of year
|
1,496,489
|
|
|
1,072,376
|
|
|
1,040,453
|
|
Vested or expected to vest as of
December 31, 2015
|
3,934,901
|
|
|
|
|
|
||
Directors’ retainer and voluntary shares:
|
|
|
|
|
|
|||
Outstanding at beginning of year
|
—
|
|
|
7,329
|
|
|
2,880
|
|
Granted during the year
|
—
|
|
|
2,281
|
|
|
8,136
|
|
Forfeited/canceled
|
—
|
|
|
—
|
|
|
(1,521
|
)
|
Vested
|
—
|
|
|
(9,610
|
)
|
|
(2,166
|
)
|
Outstanding at end of year
|
—
|
|
|
—
|
|
|
7,329
|
|
Reserved for future grants or awards at end
of year:
|
|
|
|
|
|
|||
Employee plans
|
11,917,635
|
|
|
|
|
|
||
Directors’ plans
|
91,299
|
|
|
|
|
|
||
Total
|
12,008,934
|
|
|
|
|
|
(1)
|
The shares granted in 2013 include
54,051
shares related to the
23%
payout associated with the prior-year pool as actual payout exceeded target.
|
(2)
|
For the year ended
December 31, 2015
, the shares vesting due to the change in control were paid out in cash, at target, and valued as of the respective participants' termination dates. For the year ended
December 31, 2014
, the shares vesting on December 31, 2013 were valued as of February 10, 2014, and the shares vesting due to the change in a majority of our Board of Directors that triggered the acceleration of vesting and payout of outstanding equity grants under our equity plans on August 6, 2014 were paid out in cash, at target, and valued as of that date. For the year ended
December 31, 2013
, the shares vested on December 31, 2012 were valued as of February 21, 2013.
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Outstanding, beginning of year
|
1,845,552
|
|
|
$
|
16.55
|
|
Granted
|
3,769,700
|
|
|
$
|
6.78
|
|
Vested
|
(720,077
|
)
|
|
$
|
16.15
|
|
Forfeited/expired
|
(453,127
|
)
|
|
$
|
10.50
|
|
Outstanding, end of year
|
4,442,048
|
|
|
$
|
8.93
|
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Aggregate Intrinsic Value
|
|
Weighted-Average Remaining Contractual Term (Years)
|
|||||
Expected to vest
|
490,902
|
|
|
$
|
9.67
|
|
|
$
|
—
|
|
|
7.90
|
Exercisable
|
83,334
|
|
|
$
|
13.83
|
|
|
$
|
—
|
|
|
5.88
|
|
|
(In Millions)
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
|
$
|
314.2
|
|
|
$
|
(447.5
|
)
|
|
$
|
840.8
|
|
Foreign
|
|
(1.1
|
)
|
|
427.8
|
|
|
350.1
|
|
|||
|
|
$
|
313.1
|
|
|
$
|
(19.7
|
)
|
|
$
|
1,190.9
|
|
|
|
(In Millions)
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Unrecognized tax benefits balance as of January 1
|
|
$
|
72.6
|
|
|
$
|
71.8
|
|
|
$
|
53.5
|
|
Increases for tax positions in prior years
|
|
6.7
|
|
|
—
|
|
|
13.0
|
|
|||
Increases for tax positions in current year
|
|
78.5
|
|
|
5.9
|
|
|
5.3
|
|
|||
Increase due to foreign exchange
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|||
Settlements
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|||
Lapses in statutes of limitations
|
|
(0.5
|
)
|
|
(3.7
|
)
|
|
—
|
|
|||
Other
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|||
Unrecognized tax benefits balance as of December 31
|
|
$
|
156.2
|
|
|
$
|
72.6
|
|
|
$
|
71.8
|
|
(1)
|
The total is comprised of
$17.9 million
and
$56.2 million
classified as
Other current liabilities
and
Other liabilities
, respectively, in the Statements of Consolidated Financial Position at
December 31, 2015
.
|
|
(In Millions)
|
||||||
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Environmental
|
$
|
3.6
|
|
|
$
|
5.5
|
|
Mine closure
|
|
|
|
||||
LTVSMC
|
24.1
|
|
|
22.9
|
|
||
Operating mines:
|
|
|
|
||||
U.S. Iron Ore
|
189.9
|
|
|
120.9
|
|
||
Asia Pacific Iron Ore
|
16.4
|
|
|
21.5
|
|
||
Total mine closure
|
230.4
|
|
|
165.3
|
|
||
Total environmental and mine closure obligations
|
234.0
|
|
|
170.8
|
|
||
Less current portion
|
2.8
|
|
|
5.2
|
|
||
Long-term environmental and mine closure obligations
|
$
|
231.2
|
|
|
$
|
165.6
|
|
|
|
|
(In Millions)
|
||||||||||||||||||||||
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Classification
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Permits
|
Other non-current assets
|
|
$
|
78.4
|
|
|
$
|
(20.2
|
)
|
|
$
|
58.2
|
|
|
$
|
79.2
|
|
|
$
|
(16.5
|
)
|
|
$
|
62.7
|
|
Total intangible assets
|
|
|
$
|
78.4
|
|
|
$
|
(20.2
|
)
|
|
$
|
58.2
|
|
|
$
|
79.2
|
|
|
$
|
(16.5
|
)
|
|
$
|
62.7
|
|
Below-market sales contracts
|
Other current liabilities
|
|
$
|
(23.1
|
)
|
|
$
|
—
|
|
|
$
|
(23.1
|
)
|
|
$
|
(23.0
|
)
|
|
$
|
—
|
|
|
$
|
(23.0
|
)
|
Below-market sales contracts
|
Other liabilities
|
|
(205.8
|
)
|
|
205.8
|
|
|
—
|
|
|
(205.9
|
)
|
|
182.8
|
|
|
(23.1
|
)
|
||||||
Total below-market sales contracts
|
|
|
$
|
(228.9
|
)
|
|
$
|
205.8
|
|
|
$
|
(23.1
|
)
|
|
$
|
(228.9
|
)
|
|
$
|
182.8
|
|
|
$
|
(46.1
|
)
|
|
(In Millions)
|
||||||||||||||||||||||
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||
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
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
Other current liabilities
|
|
21.6
|
|
||||
Total derivatives designated as hedging instruments under ASC 815
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
21.6
|
|
Derivatives not designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign Exchange Contracts
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
9.9
|
|
Commodity Contracts
|
|
|
—
|
|
|
|
|
—
|
|
|
Other current liabilities
|
|
0.6
|
|
|
|
|
—
|
|
||||
Customer Supply Agreements
|
Other current assets
|
|
5.8
|
|
|
Other current assets
|
|
63.2
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||
Provisional Pricing Arrangements
|
Other current assets
|
|
2.0
|
|
|
|
|
—
|
|
|
Other current liabilities
|
|
3.4
|
|
|
Other current liabilities
|
|
9.5
|
|
||||
Total derivatives not designated as hedging instruments under ASC 815:
|
|
|
$
|
7.8
|
|
|
|
|
$
|
63.2
|
|
|
|
|
$
|
4.0
|
|
|
|
|
$
|
19.4
|
|
Total derivatives
|
|
|
$
|
7.8
|
|
|
|
|
$
|
63.2
|
|
|
|
|
$
|
4.0
|
|
|
|
|
$
|
41.0
|
|
(1)
|
At December 31, 2014 and 2013, the location of the Gain (Loss) Recognized in Income on Derivative for Foreign Exchange Contracts was
Cost of goods sold and operating expenses
.
|
(1)
|
Loss from Discontinued Operations, net of tax
during the year end December 31, 2013 also includes an additional income tax benefit of
$2.0 million
resulting from the actual tax gain from the Sale of Sonoma as included in the 2012 tax return, which was filed during the year ended December 31, 2013. During the fourth quarter of 2012, we sold our
45 percent
economic interest in Sonoma. The Sonoma operations previously were included in
Other
within our reportable segments.
|
|
|
(In Millions)
|
||||||
Assets and Liabilities of Discontinued Operations
(1)
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Accounts receivable, net
|
|
$
|
—
|
|
|
$
|
44.8
|
|
Inventories
|
|
—
|
|
|
50.3
|
|
||
Supplies and other inventories
|
|
—
|
|
|
28.2
|
|
||
Other current assets
|
|
14.9
|
|
|
16.8
|
|
||
Property, plant and equipment, net
|
|
—
|
|
|
94.7
|
|
||
Other non-current assets
|
|
—
|
|
|
18.6
|
|
||
Total assets of discontinued operations
|
|
$
|
14.9
|
|
|
$
|
253.4
|
|
|
|
|
|
|
||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
22.4
|
|
Accrued liabilities
|
|
—
|
|
|
27.9
|
|
||
Other current liabilities
|
|
6.9
|
|
|
29.8
|
|
||
Pension and postemployment benefit liabilities
|
|
—
|
|
|
47.1
|
|
||
Environmental and mine closure obligations
|
|
—
|
|
|
33.9
|
|
||
Other liabilities
|
|
—
|
|
|
36.3
|
|
||
Total liabilities of discontinued operations
|
|
$
|
6.9
|
|
|
$
|
197.4
|
|
(1)
|
At December 31, 2015,
we also recorded
$7.8 million
of contingent liabilities associated with our exit from the coal business. These contingent liabilities are recorded on our parent company.
|
|
|
(In Millions)
|
||
Assets and Liabilities of Discontinued Operations
|
|
December 31, 2014
|
||
Cash and cash equivalents
|
|
$
|
19.7
|
|
Accounts receivable, net
|
|
37.9
|
|
|
Inventories
|
|
16.3
|
|
|
Supplies and other inventories
|
|
48.5
|
|
|
Income tax receivable
|
|
20.1
|
|
|
Other current assets
|
|
44.3
|
|
|
Property, plant and equipment, net
|
|
249.8
|
|
|
Other non-current assets
|
|
19.9
|
|
|
Total Assets
|
|
$
|
456.5
|
|
|
|
|
||
Accounts payable
|
|
$
|
83.6
|
|
Accrued expenses
|
|
200.0
|
|
|
Other current liabilities
|
|
35.7
|
|
|
Pension and postemployment benefit liabilities
|
|
79.8
|
|
|
Environmental and mine closure obligations
|
|
56.5
|
|
|
Other liabilities
|
|
173.9
|
|
|
Total Liabilities
|
|
$
|
629.5
|
|
|
(In Millions)
|
||||||||||
|
Pre-tax
Amount
|
|
Tax
Benefit
(Provision)
|
|
After-tax
Amount
|
||||||
As of December 31, 2013:
|
|
|
|
|
|
||||||
Postretirement benefit liability
|
$
|
(299.3
|
)
|
|
$
|
94.4
|
|
|
$
|
(204.9
|
)
|
Foreign currency translation adjustments
|
106.7
|
|
|
—
|
|
|
106.7
|
|
|||
Unrealized net loss on derivative financial instruments
|
(30.0
|
)
|
|
9.1
|
|
|
(20.9
|
)
|
|||
Unrealized gain on securities
|
9.3
|
|
|
(3.1
|
)
|
|
6.2
|
|
|||
|
$
|
(213.3
|
)
|
|
$
|
100.4
|
|
|
$
|
(112.9
|
)
|
As of December 31, 2014:
|
|
|
|
|
|
||||||
Postretirement benefit liability
|
$
|
(425.3
|
)
|
|
$
|
134.2
|
|
|
$
|
(291.1
|
)
|
Foreign currency translation adjustments
|
64.4
|
|
|
—
|
|
|
64.4
|
|
|||
Unrealized net loss on derivative financial instruments
|
(25.9
|
)
|
|
7.8
|
|
|
(18.1
|
)
|
|||
Unrealized gain on securities
|
(1.3
|
)
|
|
0.3
|
|
|
(1.0
|
)
|
|||
|
$
|
(388.1
|
)
|
|
$
|
142.3
|
|
|
$
|
(245.8
|
)
|
As of December 31, 2015:
|
|
|
|
|
|
||||||
Postretirement benefit liability
|
$
|
(364.8
|
)
|
|
$
|
123.4
|
|
|
$
|
(241.4
|
)
|
Foreign currency translation adjustments
|
220.7
|
|
|
—
|
|
|
220.7
|
|
|||
Unrealized net gain on derivative financial instruments
|
2.2
|
|
|
0.4
|
|
|
2.6
|
|
|||
Unrealized gain on securities
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
|
$
|
(141.8
|
)
|
|
$
|
123.8
|
|
|
$
|
(18.0
|
)
|
|
(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, 2014
|
$
|
(291.1
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
64.4
|
|
|
$
|
(18.1
|
)
|
|
$
|
(245.8
|
)
|
Other comprehensive income (loss) before reclassifications
|
9.1
|
|
|
5.4
|
|
|
(26.4
|
)
|
|
1.9
|
|
|
(10.0
|
)
|
|||||
Net loss (gain) reclassified from accumulated other comprehensive income (loss)
|
40.6
|
|
|
(4.3
|
)
|
|
182.7
|
|
|
18.8
|
|
|
237.8
|
|
|||||
Balance December 31, 2015
|
$
|
(241.4
|
)
|
|
$
|
0.1
|
|
|
$
|
220.7
|
|
|
$
|
2.6
|
|
|
$
|
(18.0
|
)
|
|
(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, 2013
|
$
|
(204.9
|
)
|
|
$
|
6.2
|
|
|
$
|
106.7
|
|
|
$
|
(20.9
|
)
|
|
$
|
(112.9
|
)
|
Other comprehensive income (loss) before reclassifications
|
(97.0
|
)
|
|
1.3
|
|
|
(42.3
|
)
|
|
(28.2
|
)
|
|
(166.2
|
)
|
|||||
Net loss (gain) reclassified from accumulated other comprehensive income (loss)
|
10.8
|
|
|
(8.5
|
)
|
|
—
|
|
|
31.0
|
|
|
33.3
|
|
|||||
Balance December 31, 2014
|
$
|
(291.1
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
64.4
|
|
|
$
|
(18.1
|
)
|
|
$
|
(245.8
|
)
|
|
(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, 2012
|
$
|
(382.7
|
)
|
|
$
|
2.1
|
|
|
$
|
316.3
|
|
|
$
|
8.7
|
|
|
$
|
(55.6
|
)
|
Other comprehensive income (loss) before reclassifications
|
151.3
|
|
|
(0.9
|
)
|
|
(209.6
|
)
|
|
(51.7
|
)
|
|
(110.9
|
)
|
|||||
Net loss (gain) reclassified from accumulated other comprehensive income (loss)
|
26.5
|
|
|
5.0
|
|
|
—
|
|
|
22.1
|
|
|
53.6
|
|
|||||
Balance December 31, 2013
|
$
|
(204.9
|
)
|
|
$
|
6.2
|
|
|
$
|
106.7
|
|
|
$
|
(20.9
|
)
|
|
$
|
(112.9
|
)
|
(1)
|
These accumulated other comprehensive income components are included in the computation of net periodic benefit cost. See
NOTE 7 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS
for further information.
|
(2)
|
Represents Canadian postretirement benefit liabilities that were deconsolidated. See
NOTE 14 - DISCONTINUED OPERATIONS
for further information.
|
(3)
|
Represents Canadian accumulated currency translation adjustments that were deconsolidated. See
NOTE 14 - DISCONTINUED OPERATIONS
for further information.
|
|
(In Millions)
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Capital additions
(1)
|
$
|
96.7
|
|
|
$
|
235.5
|
|
|
$
|
752.3
|
|
Cash paid for capital expenditures
|
80.8
|
|
|
284.1
|
|
|
861.6
|
|
|||
Difference
|
$
|
15.9
|
|
|
$
|
(48.6
|
)
|
|
$
|
(109.3
|
)
|
Changes in non-cash accruals
|
$
|
14.4
|
|
|
$
|
(58.5
|
)
|
|
$
|
(109.3
|
)
|
Capital leases
|
1.5
|
|
|
9.9
|
|
|
—
|
|
|||
Total
|
$
|
15.9
|
|
|
$
|
(48.6
|
)
|
|
$
|
(109.3
|
)
|
(1)
|
Includes capital additions of
$72.2 million
and
$24.5 million
related to continuing operations and discontinued operations, respectively, for the year ended December 31, 2015. Includes capital additions of
$65.5 million
and
$170.0 million
related to continuing operations and discontinued operations, respectively, for the year ended December 31, 2014. Includes capital additions of
$70.8 million
and
$681.5 million
related to continuing operations and discontinued operations, respectively, for the year ended December 31, 2013.
|
(1)
|
Includes taxes paid on income that relate to the deconsolidated Canadian Entities for the years ended December 31, 2013 of
$3.7 million
.
|
(2)
|
Includes income tax refunds that relate to the deconsolidated Canadian Entities for the years ended December 31, 2014 and 2013 of
$47.8 million
and
$20.8 million
, respectively.
|
(3)
|
Includes interest paid on the corporate guarantees of the equipment loans that relate to discontinued operations for the years ended December 31, 2015, 2014 and 2013 of
$4.8 million
,
$6.1 million
and
$1.0 million
, respectively.
|
Mine
|
|
Cliffs Natural Resources
|
|
ArcelorMittal
|
|
U.S. Steel
|
|||
Empire
|
|
79.0
|
%
|
|
21.0
|
%
|
|
—
|
|
Tilden
|
|
85.0
|
%
|
|
—
|
|
|
15.0
|
%
|
Hibbing
|
|
23.0
|
%
|
|
62.3
|
%
|
|
14.7
|
%
|
|
(In Millions, Except Per Share Amounts)
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Income from Continuing Operations
|
$
|
143.7
|
|
|
$
|
56.4
|
|
|
$
|
878.9
|
|
Income from Continuing Operations Attributable to
Noncontrolling Interest |
(8.6
|
)
|
|
(25.9
|
)
|
|
(14.8
|
)
|
|||
Net Income from Continuing Operations
attributable to Cliffs shareholders |
$
|
135.1
|
|
|
$
|
30.5
|
|
|
$
|
864.1
|
|
Loss from Discontinued Operations, net of tax
|
(884.4
|
)
|
|
(7,254.7
|
)
|
|
(450.6
|
)
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
|
$
|
(749.3
|
)
|
|
$
|
(7,224.2
|
)
|
|
$
|
413.5
|
|
PREFERRED STOCK DIVIDENDS
|
(38.4
|
)
|
|
(51.2
|
)
|
|
(48.7
|
)
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO CLIFFS COMMON SHAREHOLDERS
|
$
|
(787.7
|
)
|
|
$
|
(7,275.4
|
)
|
|
$
|
364.8
|
|
Weighted Average Number of Shares:
|
|
|
|
|
|
||||||
Basic
|
153.2
|
|
|
153.1
|
|
|
151.7
|
|
|||
Depositary Shares
|
—
|
|
|
—
|
|
|
22.1
|
|
|||
Employee Stock Plans
|
0.4
|
|
|
—
|
|
|
0.5
|
|
|||
Diluted
|
153.6
|
|
|
153.1
|
|
|
174.3
|
|
|||
Earnings (loss) per Common Share Attributable to
Cliffs Common Shareholders - Basic: |
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.63
|
|
|
$
|
(0.14
|
)
|
|
$
|
5.37
|
|
Discontinued operations
|
(5.77
|
)
|
|
(47.38
|
)
|
|
(2.97
|
)
|
|||
|
$
|
(5.14
|
)
|
|
$
|
(47.52
|
)
|
|
$
|
2.40
|
|
Earnings (loss) per Common Share Attributable to
Cliffs Common Shareholders - Diluted: |
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.63
|
|
|
$
|
(0.14
|
)
|
|
$
|
4.95
|
|
Discontinued operations
|
(5.76
|
)
|
|
(47.38
|
)
|
|
(2.58
|
)
|
|||
|
$
|
(5.13
|
)
|
|
$
|
(47.52
|
)
|
|
$
|
2.37
|
|
|
(In Millions, Except Per Share Amounts)
|
||||||||||||||||||
|
2014
|
||||||||||||||||||
Quarters
|
|
|
|||||||||||||||||
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
|||||||||||
Revenues from product sales and services
|
$
|
615.5
|
|
|
$
|
747.7
|
|
|
$
|
979.7
|
|
|
$
|
1,030.3
|
|
|
$
|
3,373.2
|
|
Sales margin
|
190.0
|
|
|
183.5
|
|
|
256.2
|
|
|
256.0
|
|
|
885.7
|
|
|||||
Income (Loss) from Continuing Operations
|
$
|
69.7
|
|
|
$
|
90.9
|
|
|
$
|
(274.2
|
)
|
|
$
|
170.0
|
|
|
$
|
56.4
|
|
Loss (Income) from Continuing Operations
attributable to Noncontrolling Interest |
0.4
|
|
|
(3.6
|
)
|
|
(2.5
|
)
|
|
(3.4
|
)
|
|
(25.9
|
)
|
|||||
Net Income (Loss) from Continuing Operations
attributable to Cliffs shareholders |
$
|
70.1
|
|
|
$
|
87.3
|
|
|
$
|
(276.7
|
)
|
|
$
|
166.6
|
|
|
$
|
30.5
|
|
Loss from Discontinued Operations, net of tax
|
(140.4
|
)
|
|
(76.4
|
)
|
|
(5,602.9
|
)
|
|
(1,451.8
|
)
|
|
(7,254.7
|
)
|
|||||
NET INCOME (LOSS) ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
|
$
|
(70.3
|
)
|
|
$
|
10.9
|
|
|
$
|
(5,879.6
|
)
|
|
$
|
(1,285.2
|
)
|
|
$
|
(7,224.2
|
)
|
PREFERRED STOCK DIVIDENDS
|
(12.8
|
)
|
|
(12.8
|
)
|
|
(12.8
|
)
|
|
(12.8
|
)
|
|
(51.2
|
)
|
|||||
NET INCOME (LOSS) ATTRIBUTABLE TO CLIFFS COMMON SHAREHOLDERS
|
(83.1
|
)
|
|
(1.9
|
)
|
|
(5,892.4
|
)
|
|
(1,298.0
|
)
|
|
(7,275.4
|
)
|
|||||
Earnings per common share attributable to
Cliffs common shareholders — Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing Operations
|
$
|
0.37
|
|
|
$
|
0.49
|
|
|
$
|
(1.89
|
)
|
|
$
|
1.00
|
|
|
$
|
(0.14
|
)
|
Discontinued Operations
|
(0.92
|
)
|
|
(0.50
|
)
|
|
(36.60
|
)
|
|
(9.48
|
)
|
|
(47.38
|
)
|
|||||
|
$
|
(0.55
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(38.49
|
)
|
|
$
|
(8.48
|
)
|
|
$
|
(47.52
|
)
|
Earnings per common share attributable to
Cliffs common shareholders — Diluted: |
|
|
|
|
|
|
|
|
|
||||||||||
Continuing Operations
|
$
|
0.37
|
|
|
$
|
0.48
|
|
|
$
|
(1.89
|
)
|
|
$
|
0.94
|
|
|
$
|
(0.14
|
)
|
Discontinued Operations
|
(0.91
|
)
|
|
(0.50
|
)
|
|
(36.60
|
)
|
|
(8.13
|
)
|
|
(47.38
|
)
|
|||||
|
$
|
(0.54
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(38.49
|
)
|
|
$
|
(7.19
|
)
|
|
$
|
(47.52
|
)
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
|
|
CLIFFS NATURAL RESOURCES INC.
|
||||
|
|
|
|
|
|||
|
|
|
By:
|
|
/s/ Timothy K. Flanagan
|
||
|
|
|
|
|
Name:
|
|
Timothy K. Flanagan
|
|
|
|
|
|
Title:
|
|
Vice President, Corporate
|
|
|
|
|
|
|
|
Controller and Chief Accounting Officer
|
Date:
|
February 24, 2016
|
|
|
|
|
|
|
Signatures
|
Title
|
Date
|
|||
|
|
|
|||
/s/ C. L. Goncalves
|
Chairman, President, Chief
|
February 24, 2016
|
|||
C. L. Goncalves
|
Executive Officer and Director
|
|
|||
|
(Principal Executive Officer)
|
|
|||
/s/ P. K. Tompkins
|
Executive Vice President
|
February 24, 2016
|
|||
P. K. Tompkins
|
& Chief Financial Officer
|
|
|||
|
(Principal Financial Officer)
|
|
|||
/s/ T. K. Flanagan
|
Vice President, Corporate
|
February 24, 2016
|
|||
T. K. Flanagan
|
Controller & Chief Accounting Officer
|
|
|||
|
(Principal Accounting Officer)
|
|
|||
*
|
Director
|
February 24, 2016
|
|||
J. T. Baldwin
|
|
|
|||
*
|
Director
|
February 24, 2016
|
|||
R. P. Fisher, Jr.
|
|
|
|||
*
|
Director
|
February 24, 2016
|
|||
S. M. Green
|
|
|
|||
*
|
Director
|
February 24, 2016
|
|||
J. A. Rutkowski, Jr.
|
|
|
|||
*
|
Director
|
February 24, 2016
|
|||
J. S. Sawyer
|
|
|
|||
*
|
Director
|
February 24, 2016
|
|||
M. D. Siegal
|
|
|
|||
*
|
Director
|
February 24, 2016
|
|||
G. Stoliar
|
|
|
|||
*
|
Director
|
February 24, 2016
|
|||
D. C. Taylor
|
|
|
Exhibit
Number
|
Exhibit
|
|
Plan of purchase, sale, reorganization, arrangement, liquidation or succession
|
2.1
|
***Asset Purchase Agreement, dated as of December 2, 2014, by and among Cliffs Natural Resources Inc., Cliffs Logan County Coal LLC, Toney's Fork Land, LLC, Southern Eagle Land, LLC and Cliffs Logan County Coal Terminals LLC and Coronado Coal II, LLC (filed as Exhibit 2.1 to Cliffs' Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
2.2
|
***Amendment to Asset Purchase Agreement, effective as of December 31, 2014, by and among Cliffs Natural Resources Inc., Cliffs Logan County Coal LLC, Toney's Fork Land, LLC, Southern Eagle Land, LLC and Cliffs Logan County Coal Terminals LLC and Coronado Coal II, LLC (filed as Exhibit 2.2 to Cliffs' Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
2.3
|
***Unit Purchase Agreement, dated as of December 22, 2015, by and among Cliffs Natural Resources Inc., CLF PinnOak LLC and Seneca Coal Resources, LLC (filed herewith)
|
|
Articles of Incorporation and By-Laws of Cliffs Natural Resources Inc.
|
3.1
|
Third Amended Articles of Incorporation of Cliffs (as filed with the Secretary of State of the State of Ohio on May 13, 2013 (filed as Exhibit 3.1 to Cliffs' Form 8-K on May 13, 2013 and incorporated herein by reference)
|
3.2
|
Regulations of Cleveland-Cliffs Inc. (filed as Exhibit 3.2 to Cliffs' Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
|
Instruments defining rights of security holders, including indentures
|
4.1
|
Form of Indenture between Cliffs Natural Resources Inc. and U.S. Bank National Association, as trustee, dated March 17, 2010 (filed as Exhibit 4.1 to Cliffs' Form S-3 No. 333-165376 on March 10, 2010 and incorporated herein by reference)
|
4.2
|
Form of 5.90% Notes due 2020 First Supplemental Indenture between Cliffs Natural Resources Inc. and U.S. Bank National Association, as trustee, dated March 17, 2010, including Form of 5.90% Notes due 2020 (filed as Exhibit 4.2 to Cliffs' Form 8-K on March 16, 2010 and incorporated herein by reference)
|
4.3
|
Form of 4.80% Notes due 2020 Second Supplemental Indenture between Cliffs Natural Resources Inc. and U.S. Bank National Association, as trustee, dated September 20, 2010, including Form of 4.80% Notes due 2020 (filed as Exhibit 4.3 to Cliffs' Form 8-K on September 17, 2010 and incorporated herein by reference)
|
4.4
|
Form of 6.25% Notes due 2040 Third Supplemental Indenture between Cliffs Natural Resources Inc. and U.S. Bank National Association, as trustee, dated September 20, 2010, including Form of 6.25% Notes due 2040 (filed as Exhibit 4.4 to Cliffs' Form 8-K on September 17, 2010 and incorporated herein by reference)
|
4.5
|
Form of 4.875% Notes due 2021 Fourth Supplemental Indenture between Cliffs and U.S. Bank National Association, as trustee, dated March 23, 2011, including Form of 4.875% Notes due 2021 (filed as Exhibit 4.1 to Cliffs' Form 8-K on March 23, 2011 and incorporated herein by reference)
|
4.6
|
Fifth Supplemental Indenture between Cliffs and U.S. Bank National Association, as trustee, dated March 31, 2011 (filed as Exhibit 4(b) to Cliffs' Form 10-Q for the period ended June 30, 2011 and incorporated herein by reference)
|
4.7
|
Form of 3.95% Notes due 2018 Sixth Supplemental Indenture between Cliffs and U.S. Bank National Association, as trustee, dated December 13, 2012, including form of 3.95% Notes due 2018 (filed as Exhibit 4.1 to Cliffs' Form 8-K on December 13, 2012 and incorporated herein by reference)
|
4.8
|
Indenture between Cliffs Natural Resources Inc., the guarantors parties thereto, and U.S. Bank National Association, as trustee and notes collateral agent, dated March 30, 2015, including Form of 8.250% Senior Secured Notes due 2020 (filed as Exhibit 4.1 to Cliffs' Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference)
|
4.9
|
Indenture between Cliffs Natural Resources Inc., the guarantors parties thereto, and U.S. Bank National Association, as trustee and notes collateral agent, dated March 30, 2015, including Form of 7.75% Second Lien Senior Secured Notes due 2020 (filed as Exhibit 4.2 to Cliffs' Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference)
|
4.10
|
Form of Common Share Certificate (filed as Exhibit 4.1 to Cliffs' Form 10-Q for the period ended September 30, 2014 and incorporated herein by reference)
|
|
Material Contracts
|
10.1
|
* Form of Change in Control Severance Agreement, effective January 1, 2014 (covering existing grants) (filed as Exhibit 10.1 to Cliffs' Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.2
|
* Form of Change in Control Severance Agreement (covering newly hired officers) (filed as Exhibit 10.4 to Cliffs' Form 8-K/A on September 16, 2014 and incorporated herein by reference)
|
10.3
|
* Form of 2015 Change in Control Severance Agreement (filed as Exhibit 10.3 to Cliffs' 10-Q for the period ended March 31, 2015 and incorporated herein by reference)
|
10.4
|
* Cliffs Natural Resources Inc. 2012 Non-Qualified Deferred Compensation Plan (effective January 1, 2012) dated November 8, 2011 (filed as Exhibit 10.1 to Cliffs’ Form 8-K on November 8, 2011 and incorporated herein by reference)
|
10.5
|
* Form of Indemnification Agreement between Cliffs Natural Resources Inc. and Directors (filed as Exhibit 10.5 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.6
|
* Cliffs Natural Resources Inc. Nonemployee Directors’ Compensation Plan (Amended and Restated as of December 31, 2008) (filed as Exhibit 10(nnn) to Cliffs’ Form 10-K for the period ended December 31, 2008 and incorporated herein by reference)
|
10.7
|
* 2014 Nonemployee Directors' Compensation Plan (filed as Exhibit 10.2 to Cliffs’ Form 8-K on August 4, 2014 and incorporated herein by reference)
|
10.8
|
* Trust Agreement No. 1 (Amended and Restated effective June 1, 1997), dated June 12, 1997, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to the Cleveland-Cliffs Inc Supplemental Retirement Benefit Plan, Severance Pay Plan for Key Employees and certain executive agreements (filed as Exhibit 10.10 to Cliffs' Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.9
|
* Trust Agreement No. 1 Amendments to Exhibits, effective as of January 1, 2000, by and between Cleveland-Cliffs Inc and KeyBank National Association, as Trustee (filed as Exhibit 10.11 to Cliffs' Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.10
|
* First Amendment to Trust Agreement No. 1, effective September 10, 2002, by and between Cleveland-Cliffs Inc and KeyBank National Association, as Trustee (filed as Exhibit 10.12 to Cliffs' Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.11
|
* Second Amendment to Trust Agreement No. 1 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(y) to Cliffs’ Form 10-K for the period ended December 31, 2008 and incorporated herein by reference)
|
10.12
|
* Third Amendment to Trust Agreement No. 1 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as July 28, 2014 (filed as Exhibit 10.15 to Cliffs' Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.13
|
* Amended and Restated Trust Agreement No. 2, effective as of October 15, 2002, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to Executive Agreements and Indemnification Agreements with the Company’s Directors and certain Officers, the Company’s Severance Pay Plan for Key Employees, and the Retention Plan for Salaried Employees (filed as Exhibit 10.14 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.14
|
* Second Amendment to Amended and Restated Trust Agreement No. 2 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(aa) to Cliffs’ Form 10-K for the period ended December 31, 2008 and incorporated herein by reference)
|
10.15
|
* Third Amendment to Amended and Restated Trust Agreement No. 2 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of July 28, 2014 (filed as Exhibit 10.18 to Cliffs' Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.16
|
* Trust Agreement No. 5, dated as of October 28, 1987, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to certain deferred compensation agreements (filed as Exhibit 10.16 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.17
|
* First Amendment to Trust Agreement No. 5, dated as of May 12, 1989, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.17 to Form 10-K of Cliffs’ for the period ended December 31, 2011 and incorporated herein by reference)
|
10.18
|
* Second Amendment to Trust Agreement No. 5, dated as of April 9, 1991, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.18 to Form 10-K of Cliffs’ for the period ended December 31, 2011 and incorporated herein by reference)
|
10.19
|
* Third Amendment to Trust Agreement No. 5, dated as of March 9, 1992, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.19 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.20
|
* Fourth Amendment to Trust Agreement No. 5, dated November 18, 1994, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.20 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.21
|
* Fifth Amendment to Trust Agreement No. 5, dated May 23, 1997, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.19 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.22
|
*Sixth Amendment to Trust Agreement No. 5 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(hh) to Cliffs’ Form 10-K for the period ended December 31, 2008 and incorporated herein by reference)
|
10.23
|
*Seventh Amendment to Trust Agreement No. 5 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of July 28, 2014 (filed as Exhibit 10.26 to Cliffs' Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.24
|
* Trust Agreement No. 7, dated as of April 9, 1991, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to the Cleveland-Cliffs Inc Supplemental Retirement Benefit Plan (filed as Exhibit 10.23 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.25
|
* First Amendment to Trust Agreement No. 7, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, dated as of March 9, 1992 (filed as Exhibit 10.24 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.26
|
* Second Amendment to Trust Agreement No. 7, dated November 18, 1994, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.25 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.27
|
* Third Amendment to Trust Agreement No. 7, dated May 23, 1997, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.26 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.28
|
* Fourth Amendment to Trust Agreement No. 7, dated July 15, 1997, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.27 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.29
|
* Amendment to Exhibits to Trust Agreement No. 7, effective as of January 1, 2000, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.28 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.30
|
* Sixth Amendment to Trust Agreement No. 7 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(oo) to Cliffs’ Form 10-K for the period ended December 31, 2008 and incorporated herein by reference)
|
10.31
|
* Seventh Amendment to Trust Agreement No. 7 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of July 28, 2014 (filed as Exhibit 10.34 to Cliffs' Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.32
|
* Termination and Fifth Amendment to Trust Agreement No. 8 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of October 28, 2015 (filed herewith)
|
10.33
|
* Termination and Third Amendment to Trust Agreement No. 9 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of October 28, 2015 (filed herewith)
|
10.34
|
* Trust Agreement No. 10, dated as of November 20, 1996, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to the Cleveland-Cliffs Inc Nonemployee Directors’ Compensation Plan (filed as Exhibit 10.36 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.35
|
*First Amendment to Trust Agreement No. 10 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(ww) to Cliffs’ Form 10-K for the period ended February 26, 2009 and incorporated herein by reference)
|
10.36
|
* Second Amendment to Trust Agreement No. 10 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of July 28, 2014 (filed as Exhibit 10.45 to Cliffs' Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.37
|
*Severance Agreement and Release, by and between Terrance M. Paradie and Cliffs Natural Resources Inc., dated April 14, 2015 (filed as Exhibit 10.4 to Cliffs’ Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference)
|
10.38
|
*Severance Agreement and Release, by and between David Webb and Cliffs Natural Resources Inc., dated October 31, 2015 (filed herewith)
|
10.39
|
*Letter Agreement, by and between Lourenco Goncalves and Cliffs Natural Resources Inc., signed as of September 11, 2014 (filed as Exhibit 10.1 to Cliffs' Form 8-K/A on September 16, 2014 and incorporated herein by reference)
|
10.40
|
*Cleveland-Cliffs Inc and Subsidiaries Management Performance Incentive Plan Summary, effective January 1, 2004 (filed as Exhibit 10.47 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.41
|
*Cliffs Natural Resources Inc. 2012 Executive Management Performance Incentive Plan effective March 13, 2012 (filed as Exhibit 10.3 to Cliffs’ Form 8-K on May 14, 2012 and incorporated herein by reference)
|
10.42
|
*Cliffs Natural Resources Inc. 2012 Incentive Equity Plan effective March 13, 2012 (filed as Exhibit 10.1 to Cliffs Form 8-K on May 14, 2012 and incorporated herein by reference)
|
10.43
|
*First Amendment to Cliffs Natural Resources Inc. 2012 Incentive Plan effective September 11, 2012 (filed as Exhibit 10.2 to Cliffs’ Form 10-Q for the period ended September 30, 2012 and incorporated herein by reference)
|
10.44
|
*Form of Cliffs Natural Resources Inc. Restricted Share Unit Award Memorandum and Restricted Share Unit Award Agreement under the 2012 Incentive Equity Plan (filed as Exhibit 10.77 to Cliffs' Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.45
|
*Form of Cliffs Natural Resources Inc. Restricted Share Unit Award Memorandum (Graduated Vesting 50%) and Restricted Share Unit Award Agreement under the 2012 Incentive Equity Plan (filed as Exhibit 10.78 to Cliffs' Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.46
|
*Form of Cliffs Natural Resources Inc. Restricted Share Unit Award Memorandum (Graduated Vesting 33%) and Restricted Share Unit Award Agreement under the 2012 Incentive Equity Plan (filed as Exhibit 10.79 to Cliffs' Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.47
|
*Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan (filed as Exhibit 10.1 to Cliffs' Form 8-K on August 4, 2014 and incorporated herein by reference)
|
10.48
|
*Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Restricted Share Unit Award Memorandum (Graduated Vesting 50% - July 2014 Grant) and Restricted Share Unit Award Agreement (filed as Exhibit 10.64 to Cliffs' Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.49
|
*Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Restricted Share Unit Award Memorandum (3-Year Vesting - July 2014 Grant) and Restricted Share Unit Award Agreement (filed as Exhibit 10.65 to Cliffs' Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.50
|
*Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Performance Share Award Memorandum (3-Year Vesting - July 2014 Grant) and Performance Share Award Agreement (filed as Exhibit 10.66 to Cliffs' Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.51
|
*Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Non-Qualified Stock Option Award Memorandum (2014 Grant) and Stock Option Award Agreement (filed as Exhibit 10.2 to Cliffs' Form 8-K/A on September 16, 2014 and incorporated herein by reference)
|
10.52
|
*Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Performance Unit Award Memorandum (2014 Grant) and Performance Unit Award Agreement (filed as Exhibit 10.3 to Cliffs' Form 8-K/A on September 16, 2014 and incorporated herein by reference)
|
10.53
|
*Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Non-Qualified Stock Option Award Memorandum (3-Year Vesting - January 2015 Grant) and Stock Option Award Agreement (filed as Exhibit 10.69 to Cliffs' Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.54
|
*Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Restricted Share Unit Award Memorandum (Graduated Vesting 33% - January 2015 Grant) and Restricted Share Unit Award Agreement (filed as Exhibit 10.70 to Cliffs' Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.55
|
*Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Performance Share Award Memorandum (3-Year Vesting - January 2015 Grant) and Performance Share Award Agreement (filed as Exhibit 10.71 to Cliffs' Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.56
|
*Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Restricted Share Unit Award Memorandum (Graduated Vesting 33% - February 2015 Grant) and Restricted Share Unit Award Agreement (filed as Exhibit 10.72 to Cliffs' Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.57
|
*Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Performance Share Award Memorandum (3 year Vesting - February 2015 Grant) and Restricted Share Unit Award Agreement (filed as Exhibit 10.73 to Cliffs' Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.58
|
*Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan (filed as Exhibit 10.1 to Cliffs' Form 8-K on May 21, 2015 and incorporated herein by reference)
|
10.59
|
*Form of Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan Restricted Stock Unit Award Memorandum (Vesting on December 15, 2017) and Restricted Stock Unit Award Agreement (filed as Exhibit 10.1 to Cliffs’ Form 10-Q for the period ended September 30, 2015 and incorporated herein by reference)
|
10.60
|
*Form of Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan Cash Retention Award Memorandum (Vesting February 2017) and Cash Retention Award Agreement (filed as Exhibit 10.2 to Cliffs’ Form 10-Q for the period ended September 30, 2015 and incorporated herein by reference)
|
10.61
|
*Form of Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan Restricted Stock Unit Award Memorandum (Vesting May 2018) and Restricted Stock Unit Award Agreement (filed herewith)
|
10.62
|
*Cliffs Natural Resources Inc. Supplemental Retirement Benefit Plan (as Amended and Restated effective December 1, 2006) dated December 31, 2008 (filed as Exhibit 10(mmm) to Cliffs’ Form 10-K for the period ended December 31, 2008 and incorporated herein by reference)
|
10.63
|
*Cliffs Natural Resources Inc. 2015 Employee Stock Purchase Plan (filed as Exhibit 4.4 to Cliffs' Registration Statement on Form S-8 on August 20, 2015 and incorporated herein by reference)
|
10.64
|
** Pellet Sale and Purchase Agreement, dated and effective as of April 10, 2002, by and among The Cleveland-Cliffs Iron Company, Cliffs Mining Company, Northshore Mining Company, Northshore Sales Company, International Steel Group Inc., ISG Cleveland Inc., and ISG Indiana Harbor Inc. (filed as Exhibit 10.84 to Cliffs' Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.65
|
** First Amendment to Pellet Sale and Purchase Agreement, dated and effective December 16, 2004 by and among The Cleveland-Cliffs Iron Company, Cliffs Mining Company, Northshore Mining Company, Cliffs Sales Company (formerly known as Northshore Sales Company), International Steel Group Inc., ISG Cleveland Inc. and ISG Indiana Harbor (filed as Exhibit 10.85 to Cliffs' Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.66
|
** Pellet Sale and Purchase Agreement, dated and effective as of December 31, 2002 by and among The Cleveland-Cliffs Iron Company, Cliffs Mining Company, and Ispat Inland Inc. (filed as Exhibit 10.86 to Cliffs' Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.67
|
** 2011 Omnibus Agreement, dated as of April 8, 2011 and effective as of March 31, 2011, by and among ArcelorMittal USA LLC, as successor in interest to Ispat Inland Inc., ArcelorMittal Cleveland Inc. (formerly known as ISG Cleveland Inc.), ArcelorMittal Indiana Harbor LLC (formerly known as ISG Indiana Harbor Inc.) and Cliffs Natural Resources Inc., The Cleveland-Cliffs Iron Company, Cliffs Mining Company, Northshore Mining Company and Cliffs Sales Company (formerly known as Northshore Sales Company) (filed as Exhibit 10(a) to Cliffs’ Form 10-Q for the period ended June 30, 2011 and incorporated herein by reference)
|
10.68
|
**2014 Extension Agreement dated as of February 24, 2014 but effective as of January 1, 2014, among ArcelorMittal USA LLC, Cliffs Natural Resources Inc., The Cleveland-Cliffs Iron Company and Cliffs Mining Company (filed as Exhibit 10.1 to Cliffs' Form 10-Q/A filed on October 8, 2014 for the period ended March 31, 2014 and incorporated herein by reference)
|
10.69
|
Amended and Restated Multicurrency Credit Agreement entered into as of August 11, 2011, among Cliffs, certain foreign subsidiaries of the Company from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., PNC Capital Markets Inc. and U.S. Bank National Association, as Joint Lead Arrangers and Joint Book Managers, Fifth Third Bank and RBS Citizens, N.A., as Co-Documentation Agents, and the various institutions from time to time party thereto (filed as Exhibit 10(a) to Cliffs’ Form 8-K on August 17, 2011 and incorporated herein by reference)
|
10.70
|
Amendment No. 1, dated as of October 16, 2012 to Amended and Restated Multicurrency Credit Agreement (filed as Exhibit 10.1 to Cliffs’ Form 8-K on October 19, 2012 and incorporated herein by reference)
|
10.71
|
Amendment No. 2 to the Amended and Restated Multicurrency Credit Agreement dated as of February 8, 2013 (filed as Exhibit 10.92 to Cliffs’ Form 10-K for the period ended December 31, 2012 and incorporated herein by reference)
|
10.72
|
Amendment No. 3, dated as of June 30, 2014, to the Amended and Restated Multicurrency Credit Agreement, dated as of August 11, 2011, among Cliffs Natural Resources Inc., the foreign subsidiaries of Cliffs Natural Resources Inc. from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.1 to Cliffs' Form 8-K on June 30, 2014 and incorporated herein by reference)
|
10.73
|
Amendment No. 4, dated as of September 9, 2014, to the Amended and Restated Multicurrency Credit Agreement, dated as of August 11, 2011, among the Company, the foreign subsidiaries of the Company from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.1 to Cliffs' Form 8-K on September 12, 2014 and incorporated herein by reference)
|
10.74
|
Amendment No. 5, dated as of October 24, 2014, to the Amended and Restated Multicurrency Credit Agreement, dated as of August 11, 2011, among the Company, the foreign subsidiaries of the Company from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.2 to Cliffs’ Form 10-Q for the period ended on September 30, 2014 and incorporated herein by reference)
|
10.75
|
Amendment No. 6, dated as of January 22, 2015, to the Amended and Restated Multicurrency Credit Agreement, dated as of August 11, 2011, among the Company, the foreign subsidiaries of the Company from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.86 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.76
|
Syndicated Facility Agreement, dated as of March 30, 2015, by and among Bank of America, N.A., as Administrative Agent and Australian Security Trustee, the Lenders that are Parties hereto, as the Lenders, Cliffs Natural Resources Inc., as Parent and a Borrower, and the Subsidiaries of Parent Party hereto, as Borrowers (filed as Exhibit 10.2 to Cliffs' Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference)
|
10.77
|
Agreement between Cliffs Natural Resources Inc. and Casablanca Capital LP, dated October 7, 2014 (filed as Exhibit 99.1 to Cliffs' Form 8-K on October 14, 2014 and incorporated herein by reference)
|
12
|
Ratio of Earnings To Combined Fixed Charges And Preferred Stock Dividend Requirements (filed herewith)
|
21
|
Subsidiaries of the Registrant (filed herewith)
|
23
|
Consent of Independent Registered Public Accounting Firm (filed herewith)
|
24
|
Power of Attorney (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 Lourenco Goncalves as of February 24, 2016 (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 P. Kelly Tompkins as of February 24, 2016 (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 Lourenco Goncalves, Chairman, President and Chief Executive Officer of Cliffs Natural Resources Inc., as of February 24, 2016 (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 P. Kelly Tompkins, Executive Vice President and Chief Financial Officer of Cliffs Natural Resources Inc., as of February 24, 2016 (filed herewith)
|
95
|
Mine Safety Disclosures (filed herewith)
|
99(a)
|
Schedule II – Valuation and Qualifying Accounts (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
|
**
|
Confidential treatment requested and/or approved as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission.
|
***
|
Certain immaterial schedules and exhibits to this exhibit have been omitted pursuant to the provisions of Regulation S-K, Item 601(b)(2). A copy of any of the omitted schedules and exhibits will be furnished to the Securities and Exchange Commission upon request.
|
|
|
Page
|
Article I. DEFINITIONS
|
||
Section 1.1
|
Certain Defined Terms
|
|
Section 1.2
|
Index of Other Defined Terms
|
|
Section 1.3
|
Interpretation
|
|
Article II. PURCHASE AND SALE; CONSIDERATION; CLOSING
|
||
Section 2.1
|
Purchase and Sale
|
|
Section 2.2
|
Consideration
|
|
Section 2.3
|
Adjustments to Consideration
|
|
Section 2.4
|
Allocation of Consideration
|
|
Section 2.5
|
Closing
|
|
Article III. REPRESENTATIONS AND WARRANTIES RELATING TO PARENT AND SELLER
|
||
Section 3.1
|
Organization and Authority
|
|
Section 3.2
|
No Conflict
|
|
Section 3.3
|
Consents and Approvals
|
|
Section 3.4
|
Ownership of the Units
|
|
Section 3.5
|
Legal Proceedings
|
|
Section 3.6
|
Permitting
|
|
Article IV. REPRESENTATIONS AND WARRANTIES RELATING TO CNAC AND ITS SUBSIDIARIES
|
||
Section 4.1
|
Organization and Authority
|
|
Section 4.2
|
Subsidiaries
|
|
Section 4.3
|
No Conflict
|
|
Section 4.4
|
Capitalization
|
|
Section 4.5
|
Financial Statements and Condition; No Undisclosed Liabilities; Absence of Certain Facts or Events
|
|
Section 4.6
|
Absence of Litigation
|
|
Section 4.7
|
Compliance with Laws
|
|
Section 4.8
|
Material Contracts
|
|
Section 4.9
|
Real Property
|
|
Section 4.10
|
Personal Property
|
|
Section 4.11
|
Intellectual Property
|
|
Section 4.12
|
Environmental
|
|
Section 4.13
|
Employee Benefit Plans
|
|
Section 4.14
|
Labor Matters
|
|
Section 4.15
|
Taxes
|
|
Section 4.16
|
Transactions with Affiliates
|
|
Section 4.17
|
Brokers
|
|
Section 4.18
|
Insurance
|
|
Section 4.19
|
Inventories
|
|
Section 4.20
|
Indebtedness
|
|
Section 4.21
|
Accounts Receivable
|
|
Section 4.22
|
Bank Accounts
|
|
Section 4.23
|
Ownership of Mines
|
|
Article V. REPRESENTATIONS AND WARRANTIES RELATING TO PURCHASER
|
Section 5.1
|
Organization and Authority
|
|
Section 5.2
|
No Conflict
|
|
Section 5.3
|
Consents and Approvals
|
|
Section 5.4
|
Legal Proceedings
|
|
Section 5.5
|
Purchase for Investment
|
|
Section 5.6
|
Permitting
|
|
Section 5.7
|
Brokers
|
|
Section 5.8
|
Due Diligence; Reliance on Experts
|
|
Article VI. ADDITIONAL AGREEMENTS
|
||
Section 6.1
|
Access to Information
|
|
Section 6.2
|
Confidentiality Agreement Termination
|
|
Section 6.3
|
Consents and Related Matters
|
|
Section 6.4
|
Employee Matters
|
|
Section 6.5
|
Tax Matters; Straddle Period
|
|
Section 6.6
|
Public Announcements
|
|
Section 6.7
|
Labor Agreement
|
|
Section 6.8
|
Further Action
|
|
Section 6.9
|
Tax Treatment
|
|
Section 6.10
|
U.S. Steel Notifications
|
|
Section 6.11
|
Release and Replacement of Bonds
|
|
Section 6.12
|
Dismissal from Certain Pending Actions
|
|
Section 6.13
|
Proceeds from Sale of Lucchini Account Receivable
|
|
Section 6.14
|
Escrow Agent Expenses
|
|
Section 6.15
|
No Disparagement
|
|
Section 6.16
|
Deposits
|
|
Section 6.17
|
Use of Cliffs Name
|
|
Section 6.18
|
Equity Certificates
|
|
Section 6.19
|
Release of Guarantees
|
|
Article VII. CLOSING DELIVERABLES
|
||
Section 7.1
|
Closing Deliverables
|
|
Article VIII. SURVIVAL AND INDEMNIFICATION
|
||
Section 8.1
|
Survival
|
|
Section 8.2
|
Indemnification by Parent and Seller
|
|
Section 8.3
|
Indemnification by Purchaser
|
|
Section 8.4
|
Limits on Indemnification
|
|
Section 8.5
|
Notice of Loss; Claims
|
|
Section 8.6
|
Nature of Payments
|
|
Section 8.7
|
Exclusive Remedy
|
|
Article IX. MISCELLANEOUS
|
||
Section 9.1
|
Expenses
|
|
Section 9.2
|
Notices
|
|
Section 9.3
|
Headings
|
|
Section 9.4
|
Severability
|
|
Section 9.5
|
Entire Agreement
|
|
Section 9.6
|
Assignment
|
|
Section 9.7
|
No Third-Party Beneficiaries
|
|
Section 9.8
|
Amendment
|
Term
|
Section
|
Agreement
|
Preamble
|
Base Receivables
|
2.3(e)
|
Beard Pinnacle
|
Recitals
|
Business Combination
|
1.1
|
(in definition of Change of Control)
|
|
Claim Notice
|
8.5(a)
|
Closing
|
2.5
|
CNAC
|
Recitals
|
Collected Receivables
|
2.3(e)
|
Companies
|
Recitals
|
Consideration
|
2.2
|
Cut-Off Date
|
8.5(a)
|
Delaware Courts
|
9.10
|
Dispute Notice
|
2.3(b)
|
Dispute Period
|
2.3(b)
|
Employee Plan
|
4.13(a)
|
Employment and Labor Laws
|
4.14(b)
|
Environmental Authorizations
|
4.12(a)
|
ERISA Affiliate
|
4.13(a)
|
Financial Statements
|
4.5(a)
|
Guarantees
|
6.19
|
Interested Party
|
4.16
|
Interim Balance Sheet
|
4.5(b)
|
Interim Financial Statements
|
4.5(b)
|
Leased Real Property
|
4.9(a)
|
Leases
|
4.9(a)
|
Loss
|
8.2
|
Losses
|
8.2
|
Lucchini Receivable
|
6.13
|
Multiemployer Pension Plan
|
4.13(e)
|
OGLC
|
Recitals
|
OGR
|
Recitals
|
Owned Real Property
|
4.9(b)
|
Parent
|
Preamble
|
Pending Actions
|
6.12
|
PLC
|
Recitals
|
PMC
|
Recitals
|
Position Statement
|
2.3(d)
|
Pre-Closing Period
|
6.5(b)
|
Purchaser
|
Preamble
|
Purchaser Calculation
|
2.3(b)
|
Purchaser Indemnified Party
|
8.2
|
Purchaser Indemnifying Party
|
8.3
|
Resolution Period
|
2.3(c)
|
Seller
|
Preamble
|
Seller Indemnified Party
|
8.3
|
Seller Indemnifying Party
|
8.2
|
Signatory Companies
|
6.7(a)
|
Specified Net Current Asset Difference
|
2.3(a)
|
Straddle Period
|
6.5(b)
|
Tax Claim
|
6.5(f)
|
Third Party Claim
|
8.5(a)
|
Transfer Taxes
|
6.5(a)
|
Units
|
Recitals
|
Wage Agreements
|
6.7(a)
|
(a) if to Purchaser:
|
|
|
Seneca Coal Resources, LLC
15 Appledore Lane
P.O. Box 87
Natural Bridge, Virginia 24578
Attention: Thomas M. Clarke
|
|
with a copy to:
|
|
Pillsbury Winthrop Shaw Pittman LLP
1540 Broadway
New York, New York 10036-4039
Attention: David S. Baxter
Facsimile: 212-858-1500
|
|
|
(b) if to Parent or Seller:
|
|
|
c/o Cliffs Natural Resources Inc.
200 Public Square, Suite 3300
Cleveland, Ohio 44114
Attention: James D. Graham, Chief Legal Officer
Facsimile: 216-694-6509
|
|
with a copy to:
|
|
Hahn, Loeser & Parks LLP
200 Public Square, Suite 2800
Cleveland, Ohio 44114
Attention: Robert Ross Facsimile: 216-274-2559
|
CLIFFS NATURAL RESOURCES INC.
|
|
|
|
By:
|
/s/ James D. Graham
|
|
Name: James D. Graham
|
|
Title: Executive Vice President, Chief Legal Officer and Secretary
|
|
|
CLF PINNOAK LLC
|
|
|
|
By:
|
/s/ Clifford T. Smith
|
|
Name: Clifford T. Smith
|
|
Title: President
|
|
|
SENECA COAL RESOURCES, LLC
|
|
|
|
By:
|
/s/ Thomas M. Clarke
|
|
Name: Thomas M. Clarke
|
|
Title: Treasurer
|
1.
|
Exhibit A is amended in its entirety to read as attached hereto, to clarify that no Director is entitled to further payments under the Trust Agreement No. 8.
|
2.
|
In accordance with Section 12(b) of Trust Agreement No. 8, the Trust is hereby terminated.
|
3.
|
In accordance with Section 12(c) any assets remaining in the Trust shall be returned to the Company.
|
CLIFFS NATURAL RESOURCES INC.
|
|
|
|
|
|
By:
|
/s/ James D. Graham
|
Title:
|
Executive Vice President, Chief Legal Officer and Secretary
|
|
|
|
|
|
|
KEYBANK NATIONAL ASSOCIATION, AS TRUSTEE
|
|
|
|
|
|
By:
|
/s/ Lester Dryja
|
Title:
|
Vice President
|
|
|
By:
|
/s/ Thor Haraldsson
|
Title:
|
Senior Vice President
|
1.
|
Exhibit A is amended in its entirety to read as attached hereto, to clarify that no Trust Beneficiary is or will be entitled to any further payment of Benefits.
|
2.
|
In accordance with Section 11.2 of the Trust, the Trust is hereby terminated.
|
3.
|
In accordance with Section 11.3 any assets remaining in the Trust, less all payments, expenses, taxes and other charges under Trust Agreement No. 9 as of the date of termination shall be returned to the Company.
|
CLIFFS NATURAL RESOURCES INC.
|
|
|
|
|
|
By:
|
/s/ James D. Graham
|
Title:
|
Executive Vice President, Chief Legal Officer and Secretary
|
|
|
|
|
|
|
KEYBANK NATIONAL ASSOCIATION, AS TRUSTEE
|
|
|
|
|
|
By:
|
/s/ Lester Dryja
|
Title:
|
Vice President
|
|
|
By:
|
/s/ Thor Haraldsson
|
Title:
|
Senior Vice President
|
1.
|
SEVERANCE PAYMENT
.
|
•
|
2 years of 2015 Base Pay ($402,000 * 2 = $804,000);
|
•
|
2 years of Incentive Pay at Target for 2015 ($321,600 *2 = $643,200);
|
•
|
Accrued but unused 2015 vacation ($16,492);
|
•
|
Financial planning perquisites ($20,000).
|
•
|
Outplacement service (15 % of base pay = $60,300); and
|
2.
|
OTHER BENEFITS OR PAYMENTS
.
|
3.
|
RELEASE (the “
Release
”)
.
|
4.
|
OTHER PROVISIONS
.
|
|
|
EXECUTIVE:
|
|
Dated: November 9, 2015
|
|
/s/ David L. Webb
|
|
|
|
|
|
|
|
|
|
|
|
COMPANY:
|
|
Dated: November 9, 2015
|
|
CLIFFS NATURAL RESOURCES INC.
|
|
|
|
By:
|
/s/ Maurice D. Harapiak
|
|
|
Its:
|
EVP Human Resources
|
Employee:
|
|
PARTICIPANT NAME
|
Date of Grant:
|
|
GRANT DATE
|
Number of Common Shares Subject to Award:
|
|
SHARES GRANTED
|
Vesting Date:
|
|
MAY 26, 2018
|
PARTICIPANT NAME
|
|
ACCEPTANCE DATE
|
Participant Name
|
|
Date
|
ELECTRONIC SIGNATURE
|
|
|
Participant Signature
|
|
Ratio of Earnings To Combined Fixed Charges
|
|||||||||||||||||||
And Preferred Stock Dividend Requirements
|
|||||||||||||||||||
(In Millions)
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Consolidated pretax income (loss) from continuing operations
|
$
|
313.1
|
|
|
$
|
(19.7
|
)
|
|
$
|
1,190.9
|
|
|
$
|
1,105.4
|
|
|
$
|
2,370.3
|
|
Undistributed earnings of non-consolidated affiliates
|
(0.1
|
)
|
|
(9.9
|
)
|
|
(74.4
|
)
|
|
(404.8
|
)
|
|
9.7
|
|
|||||
Amortization of capitalized interest
|
0.3
|
|
|
0.3
|
|
|
2.3
|
|
|
3.7
|
|
|
3.6
|
|
|||||
Interest expense
|
230.0
|
|
|
178.3
|
|
|
189.9
|
|
|
208.8
|
|
|
210.1
|
|
|||||
Acceleration of debt issuance costs
|
11.3
|
|
|
3.6
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|||||
Interest portion of rental expense
|
0.9
|
|
|
2.3
|
|
|
2.1
|
|
|
2.8
|
|
|
3.6
|
|
|||||
Total Earnings
|
$
|
555.5
|
|
|
$
|
154.9
|
|
|
$
|
1,310.8
|
|
|
$
|
916.1
|
|
|
$
|
2,597.3
|
|
Interest expense
|
$
|
230.0
|
|
|
$
|
178.3
|
|
|
$
|
189.9
|
|
|
$
|
208.8
|
|
|
$
|
210.1
|
|
Acceleration of debt issuance costs
|
11.3
|
|
|
3.6
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|||||
Interest portion of rental expense
|
0.9
|
|
|
2.3
|
|
|
2.1
|
|
|
2.8
|
|
|
3.6
|
|
|||||
Preferred Stock dividend requirements
|
38.4
|
|
|
51.2
|
|
|
48.7
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges Requirements
|
$
|
280.6
|
|
|
$
|
235.4
|
|
|
$
|
240.7
|
|
|
$
|
211.8
|
|
|
$
|
213.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges and Preferred Stock Dividend
Requirements
|
$
|
280.6
|
|
|
$
|
235.4
|
|
|
$
|
240.7
|
|
|
$
|
211.8
|
|
|
$
|
213.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
RATIO OF EARNINGS TO FIXED CHARGES
|
2.0
|
|
(A)
|
|
5.4
|
|
4.3
|
|
12.2
|
|
|||||||||
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
|
2.0
|
|
(A)
|
|
5.4
|
|
4.3
|
|
12.2
|
|
|||||||||
(A) For the year ended December 31, 2014, there was a deficiency of earnings to cover the fixed charges of $235.4 million.
|
SIGNIFICANT SUBSIDIARIES
|
CLIFFS NATURAL RESOURCES INC. AS OF DECEMBER 31, 2015
|
Name
|
Cliffs' Effective Ownership
|
Place of Incorporation
|
Cleveland-Cliffs International Holding Company
|
100%
|
Delaware, USA
|
Cliffs Finance US LLC
|
100%
|
Ohio, USA
|
Cliffs Finance Lux SCS
|
100%
|
Luxembourg
|
Cliffs (Gibraltar) Holdings Limited
|
100%
|
Gibraltar
|
Cliffs (Gibraltar) Holdings Limited Luxembourg S.C.S.
|
100%
|
Luxembourg
|
Cliffs (Gibraltar) Limited
|
100%
|
Gibraltar
|
Cliffs Mining Company
|
100%
|
Delaware, USA
|
Cliffs Minnesota Mining Company
|
100%
|
Delaware, USA
|
Cliffs Natural Resources Pty Ltd.
|
100%
|
WA Australia
|
Cliffs Natural Resources Holdings Pty Ltd.
|
100%
|
WA Australia
|
Cliffs Natural Resources Luxembourg S.a.r.l
|
100%
|
Luxembourg
|
Cliffs TIOP Holding, LLC
|
100%
|
Delaware, USA
|
Cliffs TIOP, Inc.
|
100%
|
Michigan, USA
|
Cliffs UTAC Holding LLC
|
100%
|
Delaware, USA
|
The Cleveland-Cliffs Iron Company
|
100%
|
Ohio, USA
|
Tilden Mining Company L.C.
|
85%
|
Michigan, USA
|
/s/ C. L. Goncalves
|
|
/s/ D. C. Taylor
|
C. L. Goncalves
Chairman, President and Chief Executive Officer
|
|
D. C. Taylor, Director
|
/s/ J. T. Baldwin
|
|
/s/ R. P. Fisher, Jr.
|
J. T. Baldwin, Director
|
|
R. P. Fisher, Jr., Director
|
/s/ S. M. Green
|
|
/s/ J. A. Rutkowski, Jr.
|
S. M. Green, Director
|
|
J. A. Rutkowski, Jr., Director
|
/s/ J. S. Sawyer
|
|
/s/ M. D. Siegal
|
J. S. Sawyer, Director
|
|
M. D. Siegal, Director
|
/s/ G. Stoliar
|
|
/s/ P. K. Tompkins
|
G. Stoliar, Director
|
|
P. K. Tompkins,
Executive Vice President & Chief Financial Officer
|
/s/ T. K. Flanagan
|
|
|
T. K. Flanagan,
Vice President, Corporate Controller &
Chief Accounting Officer
|
|
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
February 24, 2016
|
|
By:
|
|
/s/ Lourenco Goncalves
|
|
|
|
|
|
Lourenco Goncalves
|
|
|
|
|
|
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
February 24, 2016
|
|
By:
|
|
/s/ P. Kelly Tompkins
|
|
|
|
|
|
P. Kelly Tompkins
|
|
|
|
|
|
Executive Vice President & Chief Financial Officer
|
(1)
|
The Form 10-K 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-K 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-K.
|
Date:
|
|
February 24, 2016
|
|
|
|
|
|
|
|
By:
|
/s/ Lourenco Goncalves
|
|
|
|
Lourenco Goncalves
|
|
|
|
Chairman, President and Chief Executive Officer
|
(1)
|
The Form 10-K 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-K 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-K.
|
Date:
|
|
February 24, 2016
|
|
|
|
|
|
|
|
By:
|
/s/ P. Kelly Tompkins
|
|
|
|
P. Kelly Tompkins
|
|
|
|
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 the 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.
|
(1)
|
Amounts included under the heading “Total Dollar Value of MSHA Proposed Assessments” are the total dollar amounts for proposed assessments received from MSHA on or before
December 31, 2015
.
|
(2)
|
This number consists of 6 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules.
|
(3)
|
This number consists of 25 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules, 2 pending legal actions related to contests of citations and orders referenced in Subpart B of FMSH Act's procedural rules and 1 appeal of judges' decisions or orders to the Federal Mine Safety and Health Review Commission referenced in Subpart H of FMSH Act's procedural rules.
|
(4)
|
This number consists of 8 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules, 1 appeal of judges' decisions or orders to the Federal Mine Safety and Health Review Commission referenced in Subpart H of FMSH Act's procedural rules, and 1 pending legal action related to complaints of discharge, discrimination, or interference referenced in Subpart E of FMSH Act's procedural rules.
|
(5)
|
This number consists of 9 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules and 1 pending legal action related to complaints of discharge, discrimination or interference referenced in Subpart E of FMSH Act's procedural rules.
|
(6)
|
This number consists of 15 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules.
|
(7)
|
This number consists of 2 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules, 17 pending legal actions related to contests of citations and orders referenced in Subpart B of FMSH Act's procedural rules, and 4 appeals of judges' decisions or orders to the Federal Mine Safety and Health Review Commission referenced in Subpart H of FMSH Act's procedural rules.
|
(8)
|
This number consists of 2 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act's procedural rules, 2 pending legal actions related to complaints of discharge, discrimination, or interference referenced in Subpart E of FMSH Act's procedural rules, and 4 pending legal actions related to contests of citations and orders referenced in Subpart B of FMSH Act's procedural rules.
|
Cliffs Natural Resources Inc. and Subsidiaries
|
|||||||||||||||||||||||
Schedule II – Valuation and Qualifying Accounts
|
|||||||||||||||||||||||
(Dollars in Millions)
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
Additions
|
|
|
|
|
||||||||||||||||
|
Balance at Beginning of Year
|
|
Charged to Cost and Expenses
|
|
Charged to Other Accounts
|
|
|
|
|
|
Balance at End of Year
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||
Classification
|
|
|
|
Acquisition
|
|
Deductions
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred Tax Valuation Allowance
|
$
|
1,152.3
|
|
|
$
|
54.3
|
|
|
$
|
2,165.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,372.5
|
|
Accounts Receivable Allowance
|
$
|
—
|
|
|
$
|
7.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.1
|
|
Year Ended December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred Tax Valuation Allowance
|
$
|
849.6
|
|
|
$
|
634.9
|
|
|
$
|
(12.6
|
)
|
|
$
|
—
|
|
|
$
|
319.6
|
|
|
$
|
1,152.3
|
|
Accounts Receivable Allowance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Year Ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred Tax Valuation Allowance
|
$
|
858.4
|
|
|
$
|
72.1
|
|
|
$
|
(65.5
|
)
|
|
$
|
—
|
|
|
$
|
15.4
|
|
|
$
|
849.6
|
|
Accounts Receivable Allowance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|