ǿմý

Quarterly report pursuant to Section 13 or 15(d)

SUPPLEMENTARY GUARANTOR INFORMATION

v3.10.0.1
SUPPLEMENTARY GUARANTOR INFORMATION
9 Months Ended
Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Supplemental Guarantor Information [Text Block]
NOTE 22 - SUPPLEMENTARY GUARANTOR INFORMATION
The accompanying unaudited condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X, Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” Certain of our subsidiaries (the "Guarantors") have guaranteed the obligations under the $1.075 billion 5.75% 2025 Senior Notes issued by ǿմý Inc. See NOTE 7 - DEBT AND CREDIT FACILITIES for further information.
The following presents the unaudited condensed consolidating financial information for: (i)the Parent Company and the Issuer of the guaranteed obligations (ǿմý Inc.); (ii)the Guarantor subsidiaries, on a combined basis; (iii)the non-guarantor subsidiaries, on a combined basis; (iv)consolidating eliminations; and (v)ǿմý Inc. and subsidiaries on a consolidated basis. Each Guarantor subsidiary is 100% owned by the Parent Company as of September30, 2018 and December31, 2017. The unaudited condensed consolidating financial information is presented as if the Guarantor structure at September30, 2018 existed for all periods presented. As a result, the Guarantor subsidiaries within the unaudited condensed consolidating financial information as of September30, 2018 and December31, 2017 and for the three and nine months ended September30, 2018 and 2017 include results of subsidiaries that were previously less than wholly-owned and were historically non-guarantors until 100% ownership was obtained.
Each of the Guarantor subsidiaries fully and unconditionally guarantee, on a joint and several basis, the obligations of ǿմý Inc. under the $1.075 billion 5.75% 2025 Senior Notes. The guarantee of a Guarantor subsidiary will be automatically and unconditionally released and discharged, and such Guarantor subsidiary’s obligations under the guarantee and the related indenture governing the $1.075 billion 5.75% 2025 Senior Notes (the “Indenture”) will be automatically and unconditionally released and discharged, upon:
(a) any sale, exchange, transfer or disposition of such Guarantor subsidiary (by merger, consolidation, or the sale of) or the capital stock of such Guarantor subsidiary after which the applicable Guarantor subsidiary is no longer a subsidiary of the Company or the sale of all or substantially all of such Guarantor subsidiary’s assets (other than by lease);
(b) upon designation of any Guarantor subsidiary as an “excluded subsidiary” (as defined in the Indenture); or
(c) upon defeasance or satisfaction and discharge of the Indenture.
Each entity in the unaudited consolidating financial information follows the same accounting policies as described in the consolidated financial statements. The accompanying unaudited condensed consolidating financial information has been presented on the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for the subsidiaries’ cumulative results of operations, capital contributions and distributions, and other changes in equity. Elimination entries include consolidating and eliminating entries for investments in subsidiaries, and intra-entity activity and balances.
Unaudited Condensed Consolidating Statement of Financial Position
As of September 30, 2018
(In Millions)
ǿմý Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$
892.5

$
1.9

$
2.7

$

$
897.1

Accounts receivable, net
7.8

137.4

0.1

(3.9
)
141.4

Inventories

187.9



187.9

Supplies and other inventories

88.2



88.2

Income tax receivable
110.1


0.2


110.3

Derivative assets
0.2

190.6



190.8

Current assets of discontinued operations


16.1


16.1

Other current assets
7.9

10.3

0.6


18.8

TOTAL CURRENT ASSETS
1,018.5

616.3

19.7

(3.9
)
1,650.6

PROPERTY, PLANT AND EQUIPMENT, NET
14.3

1,079.7

50.8


1,144.8

OTHER ASSETS
Deposits for property, plant and equipment

80.0

14.6


94.6

Income tax receivable
109.9

3.7



113.6

Investment in subsidiaries
1,325.5

38.3


(1,363.8
)

Long-term intercompany notes


121.3

(121.3
)

Other non-current assets
8.5

111.2

1.7


121.4

TOTAL OTHER ASSETS
1,443.9

233.2

137.6

(1,485.1
)
329.6

TOTAL ASSETS
$
2,476.7

$
1,929.2

$
208.1

$
(1,489.0
)
$
3,125.0

LIABILITIES
CURRENT LIABILITIES
Accounts payable
$
4.1

$
136.5

$
4.1

$
(3.9
)
$
140.8

Accrued expenses
16.7

78.2

0.2


95.1

Accrued interest
26.2




26.2

Partnership distribution payable

43.1



43.1

Current liabilities of discontinued operations
4.0


10.2


14.2

Other current liabilities
1.8

57.7

1.8


61.3

TOTAL CURRENT LIABILITIES
52.8

315.5

16.3

(3.9
)
380.7

PENSION AND POSTEMPLOYMENT BENEFIT LIABILITIES
64.3

415.1

(254.4
)

225.0

ENVIRONMENTAL AND MINE CLOSURE OBLIGATIONS

147.6

26.8


174.4

LONG-TERM DEBT
2,300.0




2,300.0

NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS


9.3


9.3

LONG-TERM INTERCOMPANY NOTES
121.3



(121.3
)

OTHER LIABILITIES
24.4

96.9

0.5


121.8

TOTAL LIABILITIES
2,562.8

975.1

(201.5
)
(125.2
)
3,211.2

EQUITY
TOTAL CLIFFS SHAREHOLDERS' EQUITY (DEFICIT)
(86.1
)
954.1

409.6

(1,363.8
)
(86.2
)
TOTAL EQUITY (DEFICIT)
(86.1
)
954.1

409.6

(1,363.8
)
(86.2
)
TOTAL LIABILITIES AND EQUITY (DEFICIT)
$
2,476.7

$
1,929.2

$
208.1

$
(1,489.0
)
$
3,125.0

Unaudited Condensed Consolidating Statement of Financial Position
As of December 31, 2017
(In Millions)
ǿմý Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$
948.9

$
2.1

$
27.3

$

$
978.3

Accounts receivable, net
4.5

102.9


(0.7
)
106.7

Inventories

138.4



138.4

Supplies and other inventories

88.8



88.8

Income tax receivable
11.4

1.9



13.3

Derivative assets

37.9



37.9

Current assets of discontinued operations


118.5


118.5

Loans to and accounts receivable from the Canadian Entities
44.7

6.9



51.6

Other current assets
5.0

5.6

0.5


11.1

TOTAL CURRENT ASSETS
1,014.5

384.5

146.3

(0.7
)
1,544.6

PROPERTY, PLANT AND EQUIPMENT, NET
17.5

965.5

50.8


1,033.8

OTHER ASSETS
Deposits for property, plant and equipment

8.2

9.6


17.8

Income tax receivable
235.3




235.3

Non-current assets of discontinued operations


20.3


20.3

Investment in subsidiaries
1,024.3

29.9


(1,054.2
)

Long-term intercompany notes


242.0

(242.0
)

Other non-current assets
7.8

91.8

2.0


101.6

TOTAL OTHER ASSETS
1,267.4

129.9

273.9

(1,296.2
)
375.0

TOTAL ASSETS
$
2,299.4

$
1,479.9

$
471.0

$
(1,296.9
)
$
2,953.4

LIABILITIES
CURRENT LIABILITIES
Accounts payable
$
7.1

$
92.3

$
0.8

$
(0.7
)
$
99.5

Accrued expenses
19.0

59.9

0.2


79.1

Accrued interest
31.4




31.4

Contingent claims
55.6




55.6

Partnership distribution payable

44.2



44.2

Current liabilities of discontinued operations


75.0


75.0

Other current liabilities
2.1

63.5

1.8


67.4

TOTAL CURRENT LIABILITIES
115.2

259.9

77.8

(0.7
)
452.2

PENSION AND POSTEMPLOYMENT BENEFIT LIABILITIES
66.4

430.6

(239.3
)

257.7

ENVIRONMENTAL AND MINE CLOSURE OBLIGATIONS

140.6

27.1


167.7

LONG-TERM DEBT
2,304.2




2,304.2

NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS


52.2


52.2

LONG-TERM INTERCOMPANY NOTES
242.0



(242.0
)

OTHER LIABILITIES
15.7

147.2

0.6


163.5

TOTAL LIABILITIES
2,743.5

978.3

(81.6
)
(242.7
)
3,397.5

EQUITY
TOTAL CLIFFS SHAREHOLDERS' EQUITY (DEFICIT)
(444.1
)
501.6

552.4

(1,054.2
)
(444.3
)
NONCONTROLLING INTEREST


0.2


0.2

TOTAL EQUITY (DEFICIT)
(444.1
)
501.6

552.6

(1,054.2
)
(444.1
)
TOTAL LIABILITIES AND EQUITY (DEFICIT)
$
2,299.4

$
1,479.9

$
471.0

$
(1,296.9
)
$
2,953.4


Unaudited Condensed Consolidating Statement of Operations and Comprehensive Income
For the Three Months Ended September 30, 2018
(In Millions)
ǿմý Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
REVENUES FROM PRODUCT SALES AND SERVICES
Product
$

$
684.7

$

$

$
684.7

Freight and venture partners' cost reimbursements

57.1



57.1


741.8



741.8

COST OF GOODS SOLD AND OPERATING EXPENSES

(480.2
)


(480.2
)
SALES MARGIN

261.6



261.6

OTHER OPERATING EXPENSE
Selling, general and administrative expenses
(23.1
)
(6.7
)
(0.3
)

(30.1
)
Miscellaneous – net

(5.5
)
(0.5
)

(6.0
)
(23.1
)
(12.2
)
(0.8
)

(36.1
)
OPERATING INCOME (LOSS)
(23.1
)
249.4

(0.8
)

225.5

OTHER INCOME (EXPENSE)
Interest expense, net
(29.2
)
(0.4
)
0.1


(29.5
)
Other non-operating income (expense)
(0.9
)
0.1

5.1


4.3

(30.1
)
(0.3
)
5.2


(25.2
)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
(53.2
)
249.1

4.4


200.3

INCOME TAX EXPENSE
(0.3
)

(0.2
)

(0.5
)
EQUITY IN INCOME OF SUBSIDIARIES
471.0

4.7


(475.7
)

INCOME FROM CONTINUING OPERATIONS
417.5

253.8

4.2

(475.7
)
199.8

INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX
20.3

12.9

204.8


238.0

NET INCOME ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
$
437.8

$
266.7

$
209.0

$
(475.7
)
$
437.8

OTHER COMPREHENSIVE INCOME (LOSS)
(221.2
)
6.1

(230.5
)
224.4

(221.2
)
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
$
216.6

$
272.8

$
(21.5
)
$
(251.3
)
$
216.6


Unaudited Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
For the Three Months Ended September 30, 2017
(In Millions)
ǿմý Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
REVENUES FROM PRODUCT SALES AND SERVICES
Product
$

$
530.7

$

$

$
530.7

Freight and venture partners' cost reimbursements

66.0



66.0


596.7



596.7

COST OF GOODS SOLD AND OPERATING EXPENSES

(438.9
)


(438.9
)
SALES MARGIN

157.8



157.8

OTHER OPERATING EXPENSE
Selling, general and administrative expenses
(18.7
)
(4.3
)
(0.8
)

(23.8
)
Miscellaneous – net
(1.4
)
(4.1
)
0.2


(5.3
)
(20.1
)
(8.4
)
(0.6
)

(29.1
)
OPERATING INCOME (LOSS)
(20.1
)
149.4

(0.6
)

128.7

OTHER INCOME (EXPENSE)
Interest expense, net
(27.8
)

0.2


(27.6
)
Loss on extinguishment of debt
(88.6
)



(88.6
)
Other non-operating income (expense)
(1.0
)
(0.6
)
4.2


2.6

(117.4
)
(0.6
)
4.4


(113.6
)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
(137.5
)
148.8

3.8


15.1

INCOME TAX BENEFIT (EXPENSE)
7.3


(0.1
)

7.2

EQUITY IN INCOME OF SUBSIDIARIES
150.5

3.5


(154.0
)

INCOME FROM CONTINUING OPERATIONS
20.3

152.3

3.7

(154.0
)
22.3

INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX
33.1

0.2

(2.7
)

30.6

NET INCOME
53.4

152.5

1.0

(154.0
)
52.9

LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST

0.5



0.5

NET INCOME ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
$
53.4

$
153.0

$
1.0

$
(154.0
)
$
53.4

OTHER COMPREHENSIVE INCOME (LOSS)
2.3

(84.3
)
1.8

82.5

2.3

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
$
55.7

$
68.7

$
2.8

$
(71.5
)
$
55.7

Unaudited Condensed Consolidating Statement of Operations and Comprehensive Income
For the Nine Months Ended September 30, 2018
(In Millions)
ǿմý Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
REVENUES FROM PRODUCT SALES AND SERVICES
Product
$

$
1,525.9

$

$

$
1,525.9

Freight and venture partners' cost reimbursements

110.2



110.2


1,636.1



1,636.1

COST OF GOODS SOLD AND OPERATING EXPENSES

(1,028.5
)


(1,028.5
)
SALES MARGIN

607.6



607.6

OTHER OPERATING EXPENSE
Selling, general and administrative expenses
(62.9
)
(17.8
)
(0.7
)

(81.4
)
Miscellaneous – net
(0.4
)
(14.4
)
(1.4
)

(16.2
)
(63.3
)
(32.2
)
(2.1
)

(97.6
)
OPERATING INCOME (LOSS)
(63.3
)
575.4

(2.1
)

510.0

OTHER INCOME (EXPENSE)
Interest expense, net
(91.9
)
(1.8
)
0.6


(93.1
)
Gain on extinguishment of debt
0.2




0.2

Other non-operating income (expense)
(2.6
)
0.8

14.9


13.1

(94.3
)
(1.0
)
15.5


(79.8
)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
(157.6
)
574.4

13.4


430.2

INCOME TAX EXPENSE
(13.8
)
(0.2
)
(0.4
)

(14.4
)
EQUITY IN INCOME OF SUBSIDIARIES
665.7

13.8


(679.5
)

INCOME FROM CONTINUING OPERATIONS
494.3

588.0

13.0

(679.5
)
415.8

INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX
24.3

12.8

65.7


102.8

NET INCOME ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
$
518.6

$
600.8

$
78.7

$
(679.5
)
$
518.6

OTHER COMPREHENSIVE INCOME (LOSS)
(204.4
)
18.0

(227.5
)
209.5

(204.4
)
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
$
314.2

$
618.8

$
(148.8
)
$
(470.0
)
$
314.2

Unaudited Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
For the Nine Months Ended September 30, 2017
(In Millions)
ǿմý Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
REVENUES FROM PRODUCT SALES AND SERVICES
Product
$

$
1,195.0

$

$

$
1,195.0

Freight and venture partners' cost reimbursements

159.2



159.2


1,354.2



1,354.2

COST OF GOODS SOLD AND OPERATING EXPENSES

(1,002.7
)


(1,002.7
)
SALES MARGIN

351.5



351.5

OTHER OPERATING INCOME (EXPENSE)
Selling, general and administrative expenses
(57.9
)
(14.4
)
(3.2
)

(75.5
)
Miscellaneous – net
(2.3
)
(13.3
)
16.9


1.3

(60.2
)
(27.7
)
13.7


(74.2
)
OPERATING INCOME (LOSS)
(60.2
)
323.8

13.7


277.3

OTHER INCOME (EXPENSE)
Interest expense, net
(99.8
)

0.7


(99.1
)
Loss on extinguishment of debt
(165.4
)



(165.4
)
Other non-operating income (expense)
(3.0
)
(2.2
)
12.8


7.6

(268.2
)
(2.2
)
13.5


(256.9
)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
(328.4
)
321.6

27.2


20.4

INCOME TAX BENEFIT (EXPENSE)
7.5


(0.3
)

7.2

EQUITY IN INCOME OF SUBSIDIARIES
393.5

10.1


(403.6
)

INCOME FROM CONTINUING OPERATIONS
72.6

331.7

26.9

(403.6
)
27.6

INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax
(15.5
)
1.1

40.0


25.6

NET INCOME
57.1

332.8

66.9

(403.6
)
53.2

LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST

3.9



3.9

NET INCOME ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
$
57.1

$
336.7

$
66.9

$
(403.6
)
$
57.1

OTHER COMPREHENSIVE INCOME (LOSS)
4.2

(67.8
)
(17.5
)
85.3

4.2

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
$
61.3

$
268.9

$
49.4

$
(318.3
)
$
61.3


Unaudited Condensed Consolidating Statement of Cash Flows
For the Nine Months Ended September 30, 2018
(In Millions)
ǿմý Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
Net cash provided (used) by operating activities
$
(100.6
)
$
425.6

$
(136.3
)
$

$
188.7

INVESTING ACTIVITIES
Purchase of property, plant and equipment
(1.1
)
(110.2
)
(0.1
)

(111.4
)
Deposits for property, plant and equipment

(78.1
)
(5.2
)

(83.3
)
Intercompany investing
185.7

(6.3
)
120.7

(300.1
)

Proceeds on sale of assets

0.6

17.9


18.5

Other investing activities

2.5



2.5

Net cash provided (used) by investing activities
184.6

(191.5
)
133.3

(300.1
)
(173.7
)
FINANCING ACTIVITIES
Debt issuance costs
(1.5
)



(1.5
)
Repurchase of debt
(16.3
)



(16.3
)
Distributions of partnership equity

(44.2
)


(44.2
)
Intercompany financing
(120.7
)
(188.6
)
9.2

300.1


Other financing activities
(1.9
)
(1.5
)
(42.3
)

(45.7
)
Net cash used by financing activities
(140.4
)
(234.3
)
(33.1
)
300.1

(107.7
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH


(2.3
)

(2.3
)
DECREASE IN CASH AND CASH EQUIVALENTS, INCLUDING CASH CLASSIFIED WITHIN CURRENT ASSETS OF DISCONTINUED OPERATIONS
(56.4
)
(0.2
)
(38.4
)

(95.0
)
LESS: DECREASE IN CASH AND CASH EQUIVALENTS CLASSIFIED WITHIN CURRENT ASSETS OF DISCONTINUED OPERATIONS


(13.8
)

(13.8
)
NET DECREASE IN CASH AND CASH EQUIVALENTS
(56.4
)
(0.2
)
(24.6
)

(81.2
)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
948.9

2.1

27.3


978.3

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
892.5

$
1.9

$
2.7

$

$
897.1


Unaudited Condensed Consolidating Statement of Cash Flows
For the Nine Months Ended September 30, 2017
(In Millions)
ǿմý Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
Net cash provided (used) by operating activities
$
(162.9
)
$
293.9

$
75.7

$

$
206.7

INVESTING ACTIVITIES
Purchase of property, plant and equipment
(1.8
)
(59.4
)
(1.5
)

(62.7
)
Deposits for property, plant and equipment

(11.3
)
(4.9
)

(16.2
)
Intercompany investing
160.6

(6.5
)
(45.0
)
(109.1
)

Proceeds on sales of assets

2.2



2.2

Other investing activities
(7.7
)



(7.7
)
Net cash provided (used) by investing activities
151.1

(75.0
)
(51.4
)
(109.1
)
(84.4
)
FINANCING ACTIVITIES
Net proceeds from issuance of common shares
661.3




661.3

Proceeds from issuance of debt
1,057.8




1,057.8

Debt issuance costs
(12.0
)



(12.0
)
Repurchase of debt
(1,720.7
)



(1,720.7
)
Acquisition of noncontrolling interest
(105.0
)



(105.0
)
Distributions of partnership equity

(53.0
)


(53.0
)
Intercompany financing
45.0

(162.2
)
8.1

109.1


Other financing activities
(0.6
)
(3.8
)
(12.6
)

(17.0
)
Net cash used by financing activities
(74.2
)
(219.0
)
(4.5
)
109.1

(188.6
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH


3.7


3.7

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, INCLUDING CASH CLASSIFIED WITHIN CURRENT ASSETS OF DISCONTINUED OPERATIONS
(86.0
)
(0.1
)
23.5


(62.6
)
LESS: INCREASE IN CASH AND CASH EQUIVALENTS CLASSIFIED WITHIN CURRENT ASSETS OF DISCONTINUED OPERATIONS


23.1


23.1

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(86.0
)
(0.1
)
0.4


(85.7
)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
283.4

2.5

26.9


312.8

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
197.4

$
2.4

$
27.3

$

$
227.1