| DEBT AND CREDIT FACILITIES |
NOTE 8 - DEBT AND CREDIT FACILITIES
The following represents a summary of our long-term debt:
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| (In Millions) |
| September 30, 2021 |
| Debt Instrument |
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Issuer1
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Annual Effective
Interest Rate
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Total Principal Amount |
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Unamortized
Debt Issuance Costs |
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Unamortized Premiums (Discounts) |
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Total Debt |
| Senior Secured Notes: |
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9.875% 2025 Senior Secured Notes |
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Cliffs |
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10.57% |
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$ |
607Ìý
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$ |
(4) |
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$ |
(14) |
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$ |
589Ìý
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6.750% 2026 Senior Secured Notes |
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Cliffs |
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6.99% |
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845Ìý
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(16) |
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(8) |
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821Ìý
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| Senior Unsecured Notes: |
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1.500% 2025 Convertible Senior Notes |
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Cliffs |
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6.26% |
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294Ìý
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(3) |
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(42) |
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249Ìý
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7.000% 2027 Senior Notes |
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Cliffs |
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9.24% |
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73Ìý
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—Ìý
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(7) |
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66Ìý
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7.000% 2027 AK Senior Notes |
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AK Steel |
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9.24% |
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56Ìý
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—Ìý
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(5) |
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51Ìý
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5.875% 2027 Senior Notes |
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Cliffs |
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6.49% |
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556Ìý
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(4) |
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(16) |
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536Ìý
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4.625% 2029 Senior Notes |
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Cliffs |
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4.63% |
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500Ìý
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(8) |
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—Ìý
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492Ìý
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4.875% 2031 Senior Notes |
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Cliffs |
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4.88% |
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500Ìý
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(8) |
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—Ìý
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492Ìý
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6.250% 2040 Senior Notes |
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Cliffs |
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6.34% |
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263Ìý
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(2) |
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(3) |
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258Ìý
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| IRBs due 2024 to 2028 |
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AK Steel |
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Various |
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92Ìý
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—Ìý
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2Ìý
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94Ìý
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EDC Revolving Facilities3
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* |
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Various |
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80Ìý
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—Ìý
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—Ìý
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55Ìý
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ABL Facility3
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Cliffs2
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2.23% |
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3,500Ìý
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—Ìý
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—Ìý
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1,673Ìý
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| Total debt |
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5,376Ìý
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| Less: current debt |
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26Ìý
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| Total long-term debt |
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$ |
5,350Ìý
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* Our subsidiaries, Fleetwood Metal Industries Inc. and The Electromac Group Inc., are the borrowers under the EDC Revolving Facilities. |
1 Unless otherwise noted, references in this column and throughout this NOTE 8 - DEBT AND CREDIT FACILITIES to "Cliffs" are to ÐÇ¿Õ´«Ã½ Inc., and references to "AK Steel" are to AK Steel Corporation (n/k/a ÐÇ¿Õ´«Ã½ Steel Corporation).
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2 Refers to ÐÇ¿Õ´«Ã½ Inc. as borrower under our ABL Facility.
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3 The total principal amounts for the indicated credit facilities are stated at their respective maximum borrowing capacities.
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| (In Millions) |
| December 31, 2020 |
| Debt Instrument |
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Issuer1
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Annual Effective
Interest Rate
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Total Principal Amount |
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Unamortized
Debt Issuance Costs |
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Unamortized
Premiums
(Discounts) |
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Total Debt |
| Senior Secured Notes: |
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4.875% 2024 Senior Notes |
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Cliffs |
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5.00% |
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$ |
395Ìý |
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$ |
(3) |
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$ |
(1) |
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$ |
391Ìý |
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9.875% 2025 Senior Secured Notes |
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Cliffs |
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10.57% |
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955Ìý |
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(8) |
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(25) |
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922Ìý |
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6.750% 2026 Senior Secured Notes |
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Cliffs |
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6.99% |
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845Ìý |
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(20) |
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(9) |
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816Ìý |
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| Senior Unsecured Notes: |
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7.625% 2021 AK Senior Notes |
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AK Steel |
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7.33% |
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34Ìý |
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—Ìý |
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—Ìý |
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34Ìý |
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7.500% 2023 AK Senior Notes |
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AK Steel |
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6.17% |
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13Ìý |
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—Ìý |
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—Ìý |
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13Ìý |
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6.375% 2025 Senior Notes |
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Cliffs |
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8.11% |
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64Ìý |
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—Ìý |
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(4) |
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60Ìý |
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6.375% 2025 AK Senior Notes |
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AK Steel |
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8.11% |
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29Ìý |
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—Ìý |
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(2) |
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27Ìý |
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1.500% 2025 Convertible Senior Notes |
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Cliffs |
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6.26% |
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296Ìý |
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(4) |
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(49) |
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243Ìý |
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5.750% 2025 Senior Notes |
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Cliffs |
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6.01% |
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396Ìý |
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(3) |
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(4) |
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389Ìý |
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7.000% 2027 Senior Notes |
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Cliffs |
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9.24% |
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73Ìý |
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—Ìý |
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(8) |
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65Ìý |
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7.000% 2027 AK Senior Notes |
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AK Steel |
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9.24% |
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56Ìý |
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—Ìý |
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(6) |
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50Ìý |
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5.875% 2027 Senior Notes |
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Cliffs |
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6.49% |
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556Ìý |
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(4) |
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(18) |
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534Ìý |
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6.250% 2040 Senior Notes |
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Cliffs |
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6.34% |
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263Ìý |
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(2) |
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(3) |
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258Ìý |
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| IRBs due 2024 to 2028 |
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AK Steel |
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Various |
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92Ìý |
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—Ìý |
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2Ìý |
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94Ìý |
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EDC Revolving Facility3
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* |
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3.25% |
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40Ìý |
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—Ìý |
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—Ìý |
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18Ìý |
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ABL Facility3
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Cliffs2
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2.15% |
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3,500Ìý |
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—Ìý |
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—Ìý |
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1,510Ìý |
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| Total debt |
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5,424Ìý |
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| Less: current debt |
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34Ìý |
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| Total long-term debt |
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$ |
5,390Ìý |
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* Our subsidiaries, Fleetwood Metal Industries Inc. and The Electromac Group Inc., are the borrowers under the EDC Revolving Facility. |
1 Unless otherwise noted, references in this column and throughout this NOTE 8 - DEBT AND CREDIT FACILITIES to "Cliffs" are to ÐÇ¿Õ´«Ã½ Inc., and references to "AK Steel" are to AK Steel Corporation (n/k/a ÐÇ¿Õ´«Ã½ Steel Corporation).
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2 Refers to ÐÇ¿Õ´«Ã½ Inc. as borrower under our ABL Facility.
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3 The total principal amounts for the indicated credit facilities are stated at their respective maximum borrowing capacities.
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Debt Extinguishments - 2021
During the third quarter of 2021, we issued a notice of redemption to the holders of our IRBs due 2024, which were redeemed on October 15, 2021. As such, the aggregate principal amount of $26Ìýmillion for our IRBs due 2024 was classified as current debt as of SeptemberÌý30, 2021.
During the third quarter of 2021, we repurchased $2 million in aggregate principal amount of 1.500% 2025 Convertible Senior Notes. On June 28, 2021, we redeemed all of the $396Ìýmillion aggregate principal amount outstanding of the 5.750% 2025 Senior Notes using available liquidity. During the second quarter of 2021, we also repurchased $25Ìýmillion aggregate principal amount of 9.875% 2025 Senior Secured Notes.
On March 11, 2021, we redeemed $322Ìýmillion in aggregate principal amount of the 9.875% 2025 Senior Secured Notes using the net proceeds from the February 11, 2021 issuance of 20Ìýmillion common shares and cash on hand. On March 12, 2021, we fully redeemed the 4.875% 2024 Senior Secured Notes, 7.625% 2021 AK Senior Notes, 7.500% 2023 AK Senior Notes, 6.375% 2025 Senior Notes and 6.375% 2025 AK Senior Notes, which totaled an aggregate principal amount of $535Ìýmillion.
The following is a summary of the debt extinguished and the respective impact on extinguishment:
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(In Millions) |
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Three Months Ended
September 30, 2021 |
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Nine Months Ended
September 30, 2021 |
| Debt Instrument |
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Debt Extinguished |
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(Loss) on Extinguishment |
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Debt Extinguished |
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(Loss) on Extinguishment |
9.875% 2025 Senior Secured Notes |
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$ |
—Ìý
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$ |
—Ìý
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$ |
347Ìý
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$ |
(47) |
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4.875% 2024 Senior Secured Notes |
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—Ìý
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—Ìý
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395Ìý
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(14) |
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7.625% 2021 AK Senior Notes |
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—Ìý
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—Ìý
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34Ìý
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—Ìý
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7.500% 2023 AK Senior Notes |
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—Ìý
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—Ìý
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13Ìý
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—Ìý
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6.375% 2025 Senior Notes |
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—Ìý
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—Ìý
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64Ìý
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(7) |
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1.500% 2025 Convertible Senior Notes |
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2Ìý
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—Ìý
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2Ìý
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—Ìý
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6.375% 2025 AK Senior Notes |
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—Ìý
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—Ìý
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29Ìý
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(3) |
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5.750% 2025 Senior Notes |
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—Ìý
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—Ìý
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396Ìý
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(17) |
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$ |
2Ìý
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$ |
—Ìý
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$ |
1,280Ìý
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$ |
(88) |
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Debt Extinguishments - 2020
On April 24, 2020, we used the net proceeds from the offering of the additional 9.875% 2025 Senior Secured Notes to repurchase $736Ìýmillion aggregate principal amount of our outstanding senior notes of various series, which resulted in debt reduction of $181Ìýmillion. During the second quarter of 2020, we also repurchased an additional $12Ìýmillion aggregate principal amount of our outstanding senior notes of various series with cash on hand. On June 1, 2020, we redeemed $7Ìýmillion aggregate principal amount of our outstanding 2020 IRBs.
On March 13, 2020, in connection with the AK Steel Merger, we purchased $364 million aggregate principal amount of 7.625% 2021 AK Senior Notes and $311 million aggregate principal amount of 7.500% 2023 AK Senior Notes upon early settlement of tender offers made by Cliffs. The net proceeds from the offering of 6.750% 2026 Senior Secured Notes, along with a portion of the ABL Facility borrowings, were used to fund such purchases. As the 7.625% 2021 AK Senior Notes and 7.500% 2023 AK Senior Notes were recorded at fair value just prior to being purchased, there was no gain or loss on extinguishment. Additionally, in connection with the final settlement of the tender offers, we purchased $9 million aggregate principal amount of the 7.625% 2021 AK Senior Notes and $57 million aggregate principal amount of the 7.500% 2023 AK Senior Notes with cash on hand.
The following is a summary of the debt extinguished and the respective impact on extinguishment:
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(In Millions) |
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Nine Months Ended
September 30, 2020 |
| Debt Instrument |
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Debt Extinguished |
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Gain on Extinguishment |
7.625% 2021 AK Senior Notes |
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$ |
373Ìý |
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$ |
—Ìý |
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7.500% 2023 AK Senior Notes |
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367Ìý |
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3Ìý |
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4.875% 2024 Senior Secured Notes |
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6Ìý |
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1Ìý |
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6.375% 2025 Senior Notes |
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168Ìý |
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21Ìý |
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1.500% 2025 Convertible Senior Notes |
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20Ìý |
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1Ìý |
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5.750% 2025 Senior Notes |
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77Ìý |
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16Ìý |
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7.000% 2027 Senior Notes |
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247Ìý |
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29Ìý |
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5.875% 2027 Senior Notes |
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194Ìý |
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49Ìý |
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6.250% 2040 Senior Notes |
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36Ìý |
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13Ìý |
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$ |
1,488Ìý |
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$ |
133Ìý |
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ABL Facility
As of SeptemberÌý30, 2021, we were in compliance with the ABL Facility liquidity requirements and, therefore, the springing financial covenant requiring a minimum fixed charge coverage ratio of 1.0 to 1.0 was not applicable.
The following represents a summary of our borrowing capacity under the ABL Facility:
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(In Millions) |
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September 30,
2021 |
Available borrowing base on ABL Facility1
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$ |
3,500Ìý
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| Borrowings |
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(1,673) |
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Letter of credit obligations2
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(236) |
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| Borrowing capacity available |
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$ |
1,591Ìý
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1 As of SeptemberÌý30, 2021, the ABL Facility has a maximum borrowing base of $3.5 billion. The available borrowing base is determined by applying customary advance rates to eligible accounts receivable, inventory and certain mobile equipment.
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2 We issued standby letters of credit with certain financial institutions in order to support business obligations including, but not limited to, workers' compensation, employee severance, insurance, operating agreements, IRBs and environmental obligations.
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Debt Maturities
The following represents a summary of our maturities of debt instruments based on the principal amounts outstanding at SeptemberÌý30, 2021:
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(In Millions) |
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Maturities of Debt |
| 2021 (remaining period of year) |
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$ |
26Ìý |
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| 2022 |
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—Ìý |
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| 2023 |
|
55Ìý |
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| 2024 |
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36Ìý |
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| 2025 |
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2,574Ìý |
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| Thereafter |
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2,823Ìý |
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| Total maturities of debt |
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$ |
5,514Ìý |
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