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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to ______.
Commission File Number: 1-8944
CLEVELAND-CLIFFS INC
(Exact name of registrant as specified in its charter)
Ohio 34-1464672
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
1100 Superior Avenue, Cleveland, Ohio 44114-2589
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 694-5700
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange
Title of Each Class On Which Registered
------------------- -------------------
Common Shares - par value $1.00 per share New York Stock Exchange
and Chicago Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES _X_ NO ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of the Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
As of March 14, 1994, the aggregate market value of the voting stock held
by non-affiliates of the registrant, based on the closing price of $42.375 per
share as reported on the New York Stock Exchange - Composite Index was
$494,340,055 (excluded from this figure is the voting stock beneficially owned
by the registrant's officers and directors).
The number of shares outstanding of the registrant's $1.00 par value common
stock was 12,079,085 as of March 14, 1994.
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DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of registrant's 1993 Annual Report to Shareholders are filed as
Exhibits 13(a) through 13(j) and are incorporated by reference into Parts I,
II and IV.
2. Portions of registrant's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held May 10, 1994 are incorporated by reference
into Part III.
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PART I
ITEMS 1 AND 2. BUSINESS AND PROPERTIES.
INTRODUCTION
Cleveland-Cliffs Inc (including its consolidated subsidiaries, the
"Company") is the successor to business enterprises whose beginnings can be
traced to earlier than 1850. The Company's headquarters are at 1100 Superior
Avenue, Cleveland, Ohio 44114-2589, and its telephone number is (216) 694-5700.
BUSINESS
The Company owns three major operating subsidiaries, The
Cleveland-Cliffs Iron Company ("Iron"), Cliffs Mining Company ("CMC") (formerly
known as Pickands Mather & Co.), and Pickands Mather & Co. International
("PMI"), which hold interests in various independent iron ore mining ventures
and act as managing agent. Iron, CMC and PMI's dominant business during 1993
was the production and sale of iron ore pellets. Iron, CMC and PMI control,
develop, and lease reserves to mine owners; manage and own interests in mines;
sell iron ore; and own interests in ancillary companies providing services to
the mines. Iron ore production activities are conducted in the United States,
Canada and Australia. Iron ore is marketed by the subsidiaries in the United
States, Canada, Europe, Asia and Australia.
For information on the iron ore business, including royalties and
management fees for the years 1991-1993, see Note B in the Notes to the
Company's Consolidated Financial Statements in the Company's Annual Report to
Security Holders for the year ended December 31, 1993, which Note B is
contained in Exhibit 13(g) and incorporated herein by reference and made a part
hereof.
For information concerning operations of the Company, see material
under the heading "11-Year Summary of Financial and Other Statistical Data" in
the Company's Annual Report to Security Holders for the year ended December 31,
1993, which 11-Year Summary of Financial and Other Statistical Data is
contained in Exhibit 13(j) and incorporated herein by reference and made a part
hereof.
NORTH AMERICA. Iron and CMC (collectively "Cliffs") own or hold
long-term leasehold interests in active North American properties containing
approximately 1.7 billion tons of crude iron ore reserves and manage five
active mines in North America with a total rated annual capacity of 34.8
million tons. Cliffs owns equity interests in four of these mines (see Table on
page 6).
Cliffs' United States properties are located on the Marquette Range of
the Upper Peninsula of Michigan and the Mesabi Range in Minnesota, each of
which has two active open-pit mines and pellet plants. CMC acts only in the
capacity of manager at one of the Mesabi Range facilities. Two railroads, one
of which is 99.2% owned by a subsidiary of the Company, link the Marquette
Range with Lake Michigan at the loading port of Escanaba and with Lake Superior
at the loading port of Marquette. From the Mesabi Range, pellets are
transported by rail to shiploading ports at Superior, Wisconsin and Taconite
Harbor, Minnesota. In addition, in Canada, there is an open-pit mine and
concentrator at Wabush, Labrador, Newfoundland and a pellet plant and dock
facility at Pointe Noire, Quebec. From Wabush Mines, concentrates are shipped
by rail from the Scully Mine in Labrador to Pointe Noire, Quebec, where they
are pelletized for shipment via vessel to Canada, United States and Europe or
shipped as concentrates for sinter feed to Europe.
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3
Cliffs leases or subleases its reserves to certain mining ventures
which pay royalties to Cliffs on such reserves based on the tonnage and the
iron content of iron ore produced. The royalty rates on leased or subleased
reserves per ton are subject to periodic adjustments based on changes in the
Bureau of Labor Statistics producer price index for all commodities or on
certain iron ore and steel price indices. The mining ventures, except LTV Steel
Mining Company which is wholly-owned by LTV Steel Company, include Iron or CMC
and steel producers (who are "participants" either directly or through
subsidiaries).
Cliffs, pursuant to management agreements with the participants having
operating interests in the mining ventures, manages the development,
construction and operation of iron ore mines and concentrating and pelletizing
plants to produce iron ore pellets for steel producers. Cliffs is reimbursed by
the participants of the mining ventures for substantially all expenses directly
and indirectly incurred by Cliffs in operating the mines and ventures. In
addition, Cliffs is paid a management fee based on the tonnage of iron ore
produced. A substantial portion of such fees is subject to escalation
adjustments in a manner similar to the royalty adjustments.
With respect to the active mines in which Cliffs has an equity
interest, such interests range from 7.01% to 100% (see Table on page 6).
Pursuant to certain operating agreements at each mine, each participant is
generally obligated to take its share of production for its own use. Cliffs'
share of production is resold pursuant to multi-year contracts with price
escalation adjustment provisions or one year sales contracts with steel
manufacturers. Pursuant to operating agreements at each mine, each participant
is entitled to nominate the amount of iron ore which will be produced for its
account for that year. During the year, such nomination generally may be
increased (subject to capacity availability) or decreased (subject to certain
minimum production levels) by a specified amount. During 1993, three of the
North American mines operated below capacity levels due to a six-week labor
strike at those mines.
In 1993, the Tilden Magnetite Partnership ("TMP") project, in which
affiliates of Cliffs, Algoma Steel, Inc. ("Algoma"), and Stelco Inc. ("Stelco")
owned equity interests of 33.3%, 50.0%, and 16.7% respectively, had four
million tons per year of magnetite pellet production capacity. Pursuant to
facilities leasing and other operational arrangements between TMP and the
original Tilden Mining Company joint venture, substantial hematite iron ore
pellet production capacity continued to be available at the Tilden Mine. The
participants in the Tilden Mining Company joint venture are affiliates of
Cliffs, Algoma and Stelco. The joint venture's activities relate to the
development and operation of hematite iron ore reserves at the Tilden Mine.
In February, 1994, the Company reached agreement in principle with
Algoma and Stelco to restructure and simplify the Tilden Mine operating
agreement effective January 1, 1994. The principal terms of the new agreement
are: (1) the participants' tonnage entitlements and cost-sharing will be based
on a 6 million ton target normal production level instead of the previous 4
million ton base production level; (2) the Company's interest increases from
33.3% to 40.0% with an associated increase in the Company's obligation for mine
costs; (3) the Company will receive an increased royalty; (4) the Company has
the right to supply any additional iron ore pellet requirements of Algoma from
Tilden or the Company; and (5) a partner may take additional production with
certain fees paid to TMP. The agreement is not expected to have a material
financial effect on the Company's consolidated financial statements. In a
related transaction, Algoma repaid $4.2 million to the Company on December 30,
1993, in connection with cancellation of the hematite pellet production rights
arrangements. The new Tilden arrangements reflect an underlying plan of
operating improvements and will allow a lengthening of the magnetite ore
reserve life. Additional capital and development expenditures are expected in
connection with the improvement plan.
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4
As of December 31, 1992, McLouth Steel Products Company ("McLouth")
was indebted to the Company in the amount $9.3 million for payments for iron
ore pellets sold to McLouth under a term sales agreement. In December 1992,
McLouth announced that it was implementing a business recovery plan that
included temporary concessions by all major stakeholders commencing in
December, 1992 in order to alleviate its continuing financial liquidity
problems. The Company agreed to participate in McLouth's plan through April 15,
1993, on an equality of sacrifice principle with other major suppliers and all
McLouth employees, and in 1993, McLouth was paying for current iron ore
shipments under this plan. The past due amount of $9.3 million was reduced by
$3.0 million in 1993 and the remaining amount was reserved in 1993. Any failure
of McLouth to pay the past due amounts would not have a material impact on the
Company; however, non-performance by McLouth on its sales arrangement with the
Company would have a materially adverse effect on the Company unless comparable
replacement sales to other companies are obtained.
On November 30, 1992, Sharon Steel Corporation ("Sharon") filed for
protection under Chapter 11 of the U.S. Bankruptcy laws. At the time of the
filing, Sharon was indebted to the Company for substantial amounts relating to
contract defaults for payments for iron ore pellets sold to Sharon during the
years 1991 and 1992 under a term sales agreement. In 1992 the Company recorded
a $12.5 million reserve, representing amounts due on the ore sales accounts
receivable of Sharon at the time of Sharon's Chapter 11 filing. Pellet sales to
Sharon, which were suspended in 1992, represented approximately 14% of the
Company's sales capacity. Sharon is attempting to formulate a Plan of
Reorganization. The Company has filed a substantial claim against Sharon in
the Bankruptcy Court for amounts owed and contractual damages and it cannot be
determined at this time whether Sharon will have a court approved Plan of
Reorganization. The Company was able to replace the lost Sharon sales for the
year 1993.
In 1992, the Company purchased $1.0 million worth of steel from LCG
Funding Corporation, an entity owned by the principal owner of Sharon and
affiliated with Castle Harlan, Inc. In connection with the transaction, LCG
Funding Corporation agreed to indemnify the Company for any loss incurred upon
resale of the steel. Following ultimate resale of the steel, LCG Funding
Corporation and Castle Harlan, Inc. refused to honor that commitment, and the
Company has accordingly filed suit against Castle Harlan, Inc. and LCG Funding
Corporation for the purchase price of the steel plus interest. The proceedings
in that case are in the initial discovery stage.
Partner Bankruptcy Proceedings
------------------------------
The Company reached agreement with LTV Steel Company, Inc. ("LTV") in
1989 regarding the settlement of substantially all bankruptcy claims asserted
by the Company against LTV in LTV's bankruptcy proceedings under the
jurisdiction of the bankruptcy court. The terms of the settlement reached with
LTV provided for commercial ore sales and supply arrangements between the
Company and LTV, granted an allowed claim in the amount of $205 million
(reduced by a subsequent assignment of $4 million of the allowed claim) to the
Company, obligated the Company to indemnify LTV against further liability
relating to the claims covered by such settlement agreement or to rejected
operations, and provided for the dismissal or release of certain claims such
entities asserted or could have asserted against the Company. On January 19,
1993, LTV filed its modified Plan of Reorganization ("Plan") and Disclosure
Statement, which indicated a plan to emerge from bankruptcy on or about June
30, 1993. The Disclosure Statement, which outlined the proposed recoveries for
LTV creditors, was approved by the bankruptcy court on February 17, 1993. The
Plan was submitted to a vote of the LTV creditors and shareholders in March,
1993 and approved.
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5
On June 28, 1993, LTV and its parent corporation, The LTV Corporation
("LTV Corp") emerged from bankruptcy. In final settlement of its allowed claim,
the Company received 2.3 million shares of LTV Corp Common Stock and 4.4
million Contingent Value Rights ("CVRs"), which were issued by the Pension
Benefit Guaranty Corporation. On July 13, 1993, the Company distributed to its
shareholders a special dividend consisting of 1.5 million shares of LTV Corp
Common Stock and $12.0 million ($1.00 per share) cash.
The Company does not expect any significant changes in the composition
or structure of the Empire Mine to arise from any future developments by reason
of LTV's former bankruptcy proceedings. The LTV subsidiary holding the Empire
Mine interest was not in bankruptcy. LTV is performing and is current with
respect to its Empire Mine related obligations, including all debt service,
operating expense and ore purchase payments.
In addition to the Company's allowed claims against LTV, the owners of
Wabush Mines ("Wabush") (the Canadian iron ore mine managed by Cliffs and in
which it holds a 7.01% ownership interest) have negotiated a settlement
agreement with respect to the asserted claims against LTV relating to LTV's
15.6% interest in Wabush which agreement has been approved by the bankruptcy
court and provided for an allowed claim of $60 million. Following LTV's
emergence from bankruptcy in 1993, the Wabush Mines participants assigned their
allowed claim to the Wabush Mines' bondholders, who received proceeds of
700,000 shares of LTV Corp Common Stock and 1.3 million CVRs.
In January, 1991, Cannelton Iron Ore Company ("Cannelton"), a
wholly-owned subsidiary of Algoma, defaulted on its obligation to fund its
share of the Tilden Mine production costs, and cured its default in February,
1991. During the period of default, Cliffs accelerated its share of funding and
production in order to maintain the scheduled production rate. In February,
1991, Algoma sought and obtained protection from creditors under the Canadian
Companies' Creditor's Arrangement Act. In January, 1992, Algoma filed its Plan
of Arrangement Under the Companies' Creditor's Arrangement Act (Canada) and the
Business Corporation Act (Ontario) in the Ontario Court of Justice, covering
its restructuring plan. The Plan was approved by the Court on April 16, 1992
and on June 5, 1992, Algoma emerged from Canadian reorganization proceedings.
As part of Algoma's reorganization plan, Cliffs entered into an agreement
pursuant to which Cliffs purchased Algoma's Tilden hematite pellet production
rights in return for certain commercial and financial benefits. Algoma also
renewed its guarantee of Cannelton's Tilden obligations. This agreement was
cancelled on December 30, 1993. In February, 1994, the Company reached
agreement in principle with Algoma and Stelco to restructure and simplify the
Tilden Mine operating agreement effective January 1, 1994. (See discussion in
paragraph five on page 3).
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6
Following is a table of production, current defined capacity, and estimated
exhaustion dates for the iron ore mines managed by Cliffs. The exhaustion dates are
based on estimated mineral reserves and assume full production rates, which could be
affected by future industry conditions and ongoing mine planning. Maintenance of
effective production capacity or estimated exhaustion dates could require increases in
capital and development expenditures. Alternatively, changes in economic conditions or
the quality of ore reserves could decrease capacity or accelerate exhaustion dates.
Continuing technological progress could alleviate such factors or improve capacity or
mine life.
Cliffs' Current
Current Pellet Production Current Operating Estimated
Mining Venture Operating ----------------------- Annual Continuously Exhaustion
Name and Location Type of Ore Interest 1991 1992 1993 Capacity Since Date (1)
- ----------------- -------------- -------- ------ ------ ------ ---------------------- --------
(Tons in Thousands)(2)
Michigan
- --------
Marquette Range
Empire Iron Mining
Partnership (3) Magnetite 22.56%(4) 7,641 8,099 7,209 8,000 1963 2023
Tilden Mine (3) Hematite and
Magnetite (5)(6) 4,697 5,470 5,369 6,000(5)(6) 1974 2047
Minnesota
- ---------
Mesabi Range
LTV Steel Mining
Company (7) Magnetite 0.00% 7,093 6,776 7,668 8,000 1957 2059
Hibbing Taconite
Joint Venture (7) Magnetite 15.00% 8,195 8,048 7,544 8,270 1976 2023
Canada
- ------
Wabush Mines
(Newfoundland and Specular
Quebec) (7)(8) Hematite 7.01% 4,612 4,495 4,492 4,500 1965 2057
Australia
- ---------
Savage River Mines
(Tasmania) Magnetite 100.00% 1,383 1,432 1,488 1,500 1967 1997
------ ----- ------ ------
TOTAL 33,621 34,320 33,770 36,270
====== ====== ====== ======
- --------------------------------------------------------------------------------
(1) Based on full production at current annual capacity without regard to
economic feasibility.
(2) Tons are long tons of 2,240 pounds.
(3) Cliffs receives royalties and management fees.
(4) On January 1, 1992, a wholly-owned subsidiary of Iron transferred 2.5%
of its Empire Mine interest to Wheeling-Pittsburgh.
(5) In 1993, Iron's ownership interest in the Tilden Mining Company and
Tilden Magnetite Partnership was 60.0% and 33.3%, respectively. Design
capacity for exclusive production of hematite ore was 8 million tons
annually. The Tilden Mining Company and the Tilden Magnetite Partnership
established certain leasing and shared usage arrangements relating to
production and other facilities at the Tilden Mine.
(6) As a result of the restructuring of the Tilden Magnetite Partnership,
effective as of January 1, 1994 and as discussed on page 3, Iron's
ownership in the Tilden Magnetite Partnership increases from 33.3% to
40.0%. As a result of these arrangements annual production capacity is
targeted at 6 million tons annually, and could be increased to 8 million
tons of capacity, depending on type of ore production.
(7) Cliffs received no royalty payments with respect to such mine, but did
receive management fees.
(8) In 1991, the mine's annual production capacity was reduced to 4.5
million tons per year.
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With respect to the Empire Mine, Cliffs owns directly approximately
one-half of the remaining mineral reserves and Cliffs leases the balance of the
reserves from their owners; with respect to the Tilden Mine, Cliffs owns all of
the mineral reserves; with respect to the Hibbing Mine, Wabush, and Savage
River Mines, all of the mineral reserves are owned by others and leased or
subleased directly to those mining ventures.
Each of the mining ventures contains crushing, concentrating, and
pelletizing facilities. The Empire Iron Mining Partnership facilities were
constructed beginning in 1962 and expanded in 1966, 1974 and 1980 at a total
cost of approximately $367 million; the Tilden Mine facilities were constructed
beginning in 1972 and expanded in 1979 at a total cost of approximately $492
million; the LTV Steel Mining Company facilities were constructed beginning in
1954 and expanded in 1967 at a total cost of approximately $250 million; the
Hibbing Taconite Joint Venture facilities were constructed beginning in 1973
and expanded in 1979 at a total cost of approximately $302 million; the Wabush
Mines facilities were constructed beginning in 1962 at a total cost of
approximately $103 million; and the Savage River Mines facilities were
constructed beginning in 1965 at a total cost of approximately $57 million.
Cliffs believes the facilities at each site are in satisfactory condition.
Production and Sales Information
--------------------------------
In 1993, Cliffs produced 26.9 million gross tons of iron ore in the
United States and Canada for participants other than Cliffs. The share of
participants having the 5 largest amounts, Bethlehem Steel Corporation
("Bethlehem"), Algoma, Inland Steel Company, LTV and Stelco aggregated 25
million gross tons, or 92.9%. None of such participants accounted for more than
35.1% of such production.
During 1993, Cliffs sold 100% of the iron ore and pellets that were
produced in the United States and Canada for its own account or purchased from
others to 14 U.S., Canadian and European iron and steel manufacturing
companies.
In 1993, McLouth Steel Products, WCI (formerly Warren Consolidated
Industries, Inc.), and Weirton Steel Company, directly and indirectly accounted
for 14.0%, 11.7%, and 10.7%, respectively, of total revenues.
AUSTRALIA. PMI owns 100% of Savage River Mines, an open pit iron ore
mining operation and concentrator at Savage River, Tasmania, and a pellet plant
with offshore loading facilities at Port Latta, Tasmania. Concentrate slurry is
pumped from the minesite through a 53 mile pipeline to Port Latta where it is
pelletized and shipped by vessel to customers in the Pacific Rim region. The
operation was downsized in 1990 to produce approximately 1.5 million tons per
year and long term sales agreements were signed with customers in Australia,
Japan and Korea to support the operation until the exhaustion of economic ore
reserves in 1997. A potential mine life extension is under study but any
extension is highly uncertain.
RAIL TRANSPORTATION. The Company, through a wholly-owned subsidiary,
owns a 99.2% stock interest in Lake Superior & Ishpeming Railroad Company. The
railroad operates approximately 49 miles of track in the Upper Peninsula of
Michigan, principally to haul iron ore from the Empire and Tilden Mines to Lake
Superior at Marquette, Michigan, where the railroad has an ore loading dock, or
to interchange points with another railroad for delivery to Lake Michigan at
Escanaba, Michigan. In 1993, 90.7% of the railroad's revenues were derived from
hauling iron ore and pellets and other services in connection with mining
operations managed by Iron. The railroad's rates are subject to regulation by
the Interstate Commerce Commission.
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Other Activities and Resources
------------------------------
OIL SHALE. Cliffs Synfuel Corp., a wholly-owned subsidiary of Iron,
principally through a 75-year lease and ownership of the surface, controls
extensive oil shale reserves in Utah with an estimated 850 million barrels of
recoverable shale oil on approximately 17,500 acres, together with conditional
water rights. Mining and processing the oil shale is currently uneconomical due
to world oil market conditions. However, holding costs are minimal. The
Company's oil and gas rights on this property are leased to a major energy
company which is conducting exploration in the area.
Cliffs Oil Shale Corp., another wholly-owned subsidiary of Iron, owns
a 15% interest in a smaller Colorado oil shale property. The remaining 85% is
owned by a Mobil Corporation subsidiary.
COAL. In 1992 CMC owned and operated its 100% owned Turner Elkhorn
Mining Co. from reserves located in Floyd County, Kentucky and managed
Pikeville Coal Co. which operates the Chisholm Mine at Phelps, Kentucky, owned
100% by Stelco. CMC sold the coal produced from Turner Elkhorn to utility and
other customers. CMC's employment as manager of the Pikeville Coal Co. was
governed by an agreement between it and the owner of the mine, which agreement
provided that CMC be reimbursed for substantially all of its expenses incurred
as manager and receive a management fee based on the number of clean tons
produced. Stelco terminated the management contract on December 31, 1992. CMC
continued to provide administrative services to Pikeville Coal Company under
the terms of an interim administrative services agreement with Stelco which
agreement terminated March 31, 1993. CMC sold its broker operations, lake
forwarding services, and royalty reserves in 1992. On February 26, 1993 CMC
sold Turner Elkhorn Mining Co., CMC's last remaining coal property.
DIRECT REDUCED IRON. The Company's corporate strategy includes
extending its business scope to produce and supply "reduced iron feed" for
steel and iron production. Reduced iron products contain approximately 90% iron
versus 65% for traditional iron ore pellets and have less undesirable chemical
elements than most scrap steel feed. The market for reduced iron is relatively
small but is projected to increase at a greater rate than other iron ore
products. In 1993, the Company formed a management group to evaluate technical
and commercial issues associated with potential operating ventures to supply
direct reduced iron units to steel company customers.
An investigation is under way to reactivate the Company-owned Republic
Mine in Michigan to produce 450,000 tons per year of direct reduced iron
briquettes using a coal-based process. Pilot plant testwork completed in 1993
confirmed that relatively minor modifications to the existing Republic
flowsheet would produce a high-quality concentrate that would be an appropriate
feed for the process. The $65 million to $75 million project contemplates the
addition of a rotary hearth furnace and related equipment to produce a 93%
metallized, direct reduced iron briquette. The Company plans to form a joint
venture with one or more steel company partners who would consume their share
of the plant's production. A decision to proceed with construction could be
made by mid-1994 leading to production by late 1995 or early 1996.
Through a partnership with North Star Steel, a leading U.S. electric
furnace steel producer, the Company has been actively engaged in refining
technology to produce iron carbide, a premium form of reduced iron that does
not have to be pelletized or briquetted before being charged into a steelmaking
furnace. Evaluation of modifications to the iron carbide process is continuing.
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9
The Company, with Mitsubishi Corporation, has an option for a license
to produce iron carbide in four areas in the Pacific Rim, Australia, Malaysia,
Indonesia, and mainland China. A joint feasibility study is under way to
identify the preferred location for a commercial plant and to assess the
Pacific Rim market for iron carbide; however, no decision has been made to
begin commercial development.
Technical assistance on iron ore mining and processing is being
provided by the Company under contract to the Venezuelan state-owned iron ore
company, CVG Ferrominera Orinoco.
Credit Agreement and Senior Notes
---------------------------------
On April 30, 1992 the Company entered into a Credit Agreement ("Credit
Agreement") with Chemical Bank, as Agent for a six-bank lending group, pursuant
to which the Company may borrow up to $75 million as revolving loans until
April 30, 1995. Any borrowings outstanding at that time may be converted to a
term loan payable in six consecutive semi-annual installments commencing
October 30, 1995 and ending April 30, 1998. Interest on borrowings will be
based on the Adjusted CD Rate, the Adjusted Libor Rate, or the Alternate Base
Rate, as defined in the Credit Agreement and as selected by the Company
pursuant to the terms of the Credit Agreement. The Company pays a commitment
fee of .25% per annum on the average daily unused amount of the commitments of
the banks. At December 31, 1993 there were no borrowings outstanding under the
Credit Agreement.
On May 1, 1992, the Company placed privately with a group of
institutional lenders $25 million 8.51% Senior Notes, Series A due May 1, 1999
("Series A Notes") and $50 million 8.84% Senior Notes, Series B due May 1, 2002
("Series B Notes"). The Series A Notes are subject to mandatory annual
redemption of $5 million commencing May 1, 1995 and ending May 1, 1999. The
Series B Notes are subject to mandatory annual redemption of $7.14 million
commencing May 1, 1996 and ending May 1, 2002.
Discontinued or Divested Operations and Investments
---------------------------------------------------
FOREST PRODUCTS. In January, 1991, Cliffs Forest Products Company
("Forest Products"), a wholly-owned subsidiary of Iron, sold substantially all
of its timberlands and related assets and Iron sold part of its timberland
located in the Upper Peninsula of Michigan for approximately $24 million.
COMPETITION
The iron ore mines, which the company operates in North America,
Canada and Australia, produce various grades of iron ore which was marketed in
the United States, Canada, Great Britain, Italy, Australia, Japan and Korea. In
North America, the Company is in competition with several iron ore producers,
including Oglebay Norton Company, Iron Ore Company of Canada, Quebec Cartier
Mining Company, Cyprus Northshore Mining Company, and USX Corporation, as well
as other major steel companies which own interests in iron ore mines and/or
have excess iron ore purchase commitments. In addition, significant amounts of
iron ore have, since the early 1980s, been shipped to the United States from
Venezuela and Brazil in competition with iron ore produced by the Company.
Other competitive forces have in the last decade become a large factor
in the iron ore business. With respect to a significant portion of steelmaking
in North America, electric furnaces built by "minimills" have replaced the use
of iron ore pellets with scrap metal in the steelmaking process. In addition,
operators of sinter plants produce iron agglomerates which substitute for iron
ore pellets. Imported steel slabs also replace the use of iron ore pellets in
producing finished steel products. Imported steel produced from iron ore
supplied by international competitors also effectively competes with the
Company's iron ore pellets.
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10
Competition among the sellers of iron units is predicated upon the
usual competitive factors of price, availability of supply, product
performance, service and cost to the consumer.
EMPLOYEES AND ENERGY
ENVIRONMENT. In the construction of the Company's facilities and in
its operating arrangements, substantial costs have been incurred and will be
incurred to avoid undue effect on the environment. The Company's commitment to
environmental preservation resulted in North American capital expenditures of
$481,000 in 1992 and $835,000 in 1993. It is estimated that approximately
$810,000 will be spent in 1994 for environmental control facilities.
The Company received notice from the U.S. Environmental Protection
Agency ("U.S. EPA") that the Company is a potentially responsible party with
respect to the Cliffs-Dow Superfund Site, located in the Upper Peninsula of the
State of Michigan, which is not related to the Company's iron ore mining
business. The Cliffs-Dow site was used prior to 1973 for the disposal of wastes
from charcoal production by a joint venture of the Company, the Dow Chemical
Company and afterward by a successor in interest, Georgia-Pacific Corporation.
The Company and other potentially responsible parties voluntarily participated
in the preparation of a Remedial Investigation and Feasibility Study ("RI/FS")
with respect to the Cliffs-Dow site, which concluded with the publication by
the U.S. EPA of a Record of Decision dated September 27, 1989 ("ROD"), setting
forth the selected remedial action plan adopted by the U.S. EPA for the
Cliffs-Dow site. The Company and other potentially responsible parties have
notified the U.S. EPA that they are implementing, at an estimated cost of $2.8
million, some of the remedial action selected in the ROD. The Company and
certain other potentially responsible parties have agreed upon allocation of
the costs for conducting the RI/FS, and implementation of the selected remedial
action plan. Upon the advice of counsel, the Company believes it has a right to
contribution from the other potentially responsible parties for the costs of
any remedial action plan ultimately implemented at the Cliffs-Dow site. A
second disposal area at the Cliffs-Dow charcoal production plant is on the list
of priority sites issued by the Michigan Department of Natural Resources. The
Company is participating in an RI/FS of this site, but that study has not yet
been completed. The Company has joined with the other potentially responsible
parties in an interim removal action at the site. The Company has a financial
reserve of $4.2 million to provide for its expected share of the cost of the
remedial actions at the above mentioned sites. (See "Legal Proceedings" for
additional information concerning environmental matters).
Generally, various legislative bodies and federal and state agencies
are continually promulgating numerous new laws and regulations affecting the
Company, its customers, and its suppliers in many areas, including waste
discharge and disposal; hazardous classification of materials, products, and
ingredients; coke oven emissions; and many other matters. Although the Company
believes that its environmental policies and practices are sound and does not
expect a material adverse effect of any current laws or regulations, it cannot
predict the collective adverse impact of the rapidly expanding body of laws and
regulations.
EMPLOYEES. As of December 31, 1993, the Company and its North American
independent mining ventures, for which Cliffs acts as managing agent, had 5,743
employees. Of the foregoing, 4,410 were hourly employees employed at the
independent mining ventures, all of which employees were represented by unions
which have collective bargaining agreements. The United Steelworkers of America
("United Steelworkers") represents the union employees. The United Steelworkers
labor agreement at Hibbing Taconite Company, Tilden and Empire Mines, and
General Shops facilities expired on August 1, 1993, and the United
Steelworkers struck those mines and facilities for six weeks. A new six-year
"no strike" labor agreement was entered between those Mines and facilities and
the United Steelworkers covering the period
10
11
to July 31, 1999. The United Steelworkers labor agreement covering employees of
LTV Steel Mining Company will expire on June 1, 1994. The United Steelworkers
labor agreement covering Wabush expired on March 1, 1993; however, work
continues under the contract.
As of December 31, 1993, the Savage River Mines operations had 230
employees, 167 of whom are represented by several unions, whose contracts are
renegotiated from time to time.
ENERGY. Wisconsin Electric Power Company (WEPCO) electric power supply
contracts with the Empire and Tilden Mines, entered into in December 1987,
provide that WEPCO shall furnish electric power to these Mines, within specific
demand limits, pursuant to price formulas. The primary term of these contracts
covers ten years through 1997. In return for a substantial reduction in rates,
the Tilden Mine converted a portion of its firm power contract to curtailable
power beginning in 1993. Electric power for Hibbing Taconite is supplied by
Minnesota Power and Light under an agreement which can be terminated with four
years' notice. Hibbing Taconite received a substantial reduction in rates for
converting a portion of its contractual requirements to curtailable power
starting in November, 1993. Electric power requirements will continue to be
specified annually by the Hibbing Taconite venturers corresponding to Hibbing's
operating requirements. LTV Steel Mining Company completed reactivation of its
power plant in 1992, and is currently generating the majority of its
requirements, and an interchange agreement with Minnesota Power and Light
provides backup power and allows sale of excess capacity to the Midwestern Area
Power Pool. Wabush Mines owns a portion of the Twin Falls Hydro Generation
facility which provides power for Wabush's mining operations in Newfoundland. A
twenty year agreement with Newfoundland Power allows an interchange of water
rights in return for the power needs for Wabush's mining operations. The Wabush
pelletizing operations in Quebec are served by Quebec Hydro on an annual
contract. Savage River Mines obtains its power from the local Government Power
Authority on a special contract for the expected life of the mine.
Cliffs has contracts providing for the transport of natural gas for
its North American iron ore operations. No material interruptions of supply of
natural gas occurred in 1993.
Cliffs' pelletizing facilities have the capability of burning coal,
natural gas, or oil, except Savage River Mines and Wabush which have the
capability of burning coal and oil and Hibbing Taconite and LTV Steel Mining
Company which have the capability of burning natural gas and oil. During 1993
the U.S. mines burned natural gas as their primary fuel due to favorable
pricing. Wabush and Savage River Mines used oil, supplemented with coal or coke
breeze.
Any substantial interruption of operations or substantial price
increase resulting from future government regulations or energy taxes,
injunctive order, or fuel shortages could be materially adverse to the Company.
11
12
In the paper format version of this document, this page contains a
map. See Appendix A to this report.
12
13
ITEM 3. LEGAL PROCEEDINGS.
Arrowhead.
- ----------
CMC, which has a 15 percent ownership interest in and acts as Managing
Agent for Hibbing Taconite Company, a joint venture, has been included as a
named defendant in a suit captioned United States of America v. Arrowhead
Refining Company, et al., which was filed on or about September 29, 1989 in the
United States District Court for the District of Minnesota, Fifth Division. In
that suit, the United States seeks declaratory relief and recovery of costs
incurred in connection with the study and remedial plan conducted or to be
conducted by the United States Environmental Protection Agency ("U.S. EPA") at
the Arrowhead Refinery Superfund Site near Duluth, St. Louis County, Minnesota.
In that suit, the United States has alleged that CMC and the other 14 named
defendants, including former and present owners of the Arrowhead site, are
jointly and severally liable for $1.9 million, plus interest, representing the
amount incurred for actions already taken by or on behalf of the U.S. EPA at
the Arrowhead site, and are jointly and severally liable for the cost
attributable to implementation of a remedial plan adopted by the U.S. EPA with
respect to the Arrowhead site, which remedial action is estimated by the U.S.
EPA to cost $30 million. CMC has filed an answer to the suit denying liability.
It is not possible presently to estimate the amount of CMC's potential
liability, if any. Since January 31, 1991, CMC and 13 of the other named
defendants have filed a counter claim against the United States and further
complaints naming additional parties as third party defendants. The counter
claim and third party complaints allege that the parties named therein are
jointly and severally liable for such costs. During the year certain defendants
have been dismissed, and as of December 31, 1993 there are 140 third party
defendants named in this suit. It is not expected that this matter will result
in a material adverse effect on the Company's consolidated financial
statements.
Rio Tinto.
- ----------
On July 21, 1993, Iron and Cliffs Copper Corp, a subsidiary of the Company,
each received Findings of Alleged Violation and Order from the Department of
Conservation and Natural Resources, Division of Environmental Protection, State
of Nevada. The Findings allege that tailings materials left at the Rio Tinto
Mine, located near Mountain City, Nevada, are entering State waters which the
State considers to be in violation of State water quality laws. The Rio Tinto
Mine was operated by Cliffs Copper Corp from 1971 to 1975 and by other
companies prior to 1971. The Order requires remedial action to eliminate water
quality impacts. The Company does not believe the potential liability, if any,
to be material. The Company believes that it has substantial defenses to claims
of liability and intends to vigorously defend alleged violations.
Summitville.
- ------------
On January 12, 1993, Iron received from the United States Environmental
Protection Agency a Notice of Potential Liability at the Summitville mine site,
located at Summitville, Colorado, where Iron, as one of three joint venturers,
conducted an unsuccessful copper ore exploration activity from 1966 through
1969. On June 25, 1993, Iron received from the United States Environmental
Protection Agency a Notice of Potential Involvement in certain portions of the
Summitville mine site. The mine site has been proposed for listing on the
National Priorities List under the Comprehensive Environmental Response
Compensation and Liability Act. The Company does not believe the potential
liability, if any, to be material. The Company has substantial defenses to
these claims of liability.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
13
14
EXECUTIVE OFFICERS OF THE REGISTRANT
Position with the Company
as of March 1, 1994
-------------------------
Name Age
---- ---
M. T. Moore Chairman, President and Chief 59
Executive Officer
J. S. Brinzo Senior Executive-Finance 52
W. R. Calfee Senior Executive-Commercial 47
F. S. Forsythe Senior Executive-Operations 61
T. J. O'Neil Senior Vice President-Technical 53
A. S. West Senior Vice President-Sales 57
There is no family relationship between any of the executive officers of the
Company, or between any of such executive officers and any of the Directors of
the Company. Officers are elected to serve until successors have been elected.
All of the above-named executive officers of the Company were elected effective
on the effective dates listed below for each such officer.
The business experience of the persons named above for the last five years
is as follows:
M. T. Moore President and Chief Executive Officer, Company,
January 1, 1987 to May 9, 1988.
Chairman, President and Chief Executive Officer,
Company, May 10, 1988 to date.
J. S. Brinzo Senior Vice President-Finance, Company,
May 1, 1987 to August 31, 1989.
Executive Vice President-Finance, Company,
September 1, 1989 to September 30, 1993.
Senior Executive-Finance, Company,
October 1, 1993 to date.
W. R. Calfee Group Executive Vice President, Company,
March 1, 1987 to August 31, 1989.
Senior Executive Vice President, Company,
September 1, 1989 to September 30, 1993.
Senior Executive-Commercial, Company,
October 1, 1993 to date.
F. S. Forsythe Executive Vice President-Commercial, Company,
February 25, 1985 to August 31, 1989.
Executive Vice President-Operations, Company,
September 1, 1989 to September 30, 1993.
Senior Executive-Operations, Company,
October 1, 1993 to date.
14
15
T. J. O'Neil Vice President-South Pacific Operations,
Cyprus Gold Company,
October, 1987 to August, 1989.
Vice President/General Manager,
Cyprus Sierrita Corp.,
August, 1989 to April, 1991.
Vice President-Engineering and Development,
Cyprus Copper Company,
April, 1991 to November, 1991.
Senior Vice President-Technical, Company,
November 18, 1991 to date.
A. S. West Senior Vice President-Sales, Iron,
April 15, 1987 to date.
Vice President, Company,
May 14, 1985 to May 11, 1987.
Senior Vice President-Sales, Company,
July 1, 1988 to date.
15
16
PART II
ITEM 5. MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information required by this item is incorporated herein by
reference and made a part hereof from that portion of the Company's Annual
Report to Security Holders for the year ended December 31, 1993 contained in
the material under the headings, "Common Share Price Performance and
Dividends", "Investor and Corporate Information" and "11-Year Summary of
Financial and Other Statistical Data", such information filed as a part hereof
as Exhibits 13(h), 13(i) and 13(j), respectively.
ITEM 6. SELECTED FINANCIAL DATA.
The information required by this item is incorporated herein by
reference and made a part hereof from that portion of the Company's Annual
Report to Security Holders for the year ended December 31, 1993 contained in
the material under the headings, "11-Year Summary of Financial and Other
Statistical Data" and "Notes to Consolidated Financial Statements", such
information filed as a part hereof as Exhibits 13(j) and 13(g), respectively.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information required by this item is incorporated herein by
reference and made a part hereof from that portion of the Company's Annual
Report to Security Holders for the year ended December 31, 1993 contained in
the material under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations", such information filed as a
part hereof as Exhibit 13(a).
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this item is incorporated herein by
reference and made a part hereof from that portion of the Company's Annual
Report to Security Holders for the year ended December 31, 1993 contained in
the material under the headings "Statement of Consolidated Financial Position",
"Statement of Consolidated Income", "Statement of Consolidated Cash Flows",
"Statement of Consolidated Shareholders' Equity", "Notes to Consolidated
Financial Statements" and "Quarterly Results of Operations", such information
filed as a part hereof as Exhibits 13(c), 13(d), 13(e), 13(f), 13(g) and 13(h),
respectively.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
16
17
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information regarding Directors required by this Item is
incorporated herein by reference and made a part hereof from the Company's
Proxy Statement to Security Holders, dated March 25, 1994, from the material
under the heading "Election of Directors". The information regarding executive
officers required by this item is set forth in Part I hereof under the heading
"Executive Officers of the Registrant", which information is incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this Item is incorporated herein by
reference and made a part hereof from the Company's Proxy Statement to Security
Holders, dated March 25, 1994 from the material under the headings "Executive
Compensation (excluding the Compensation Committee Report on Executive
Compensation)", "Pension Benefits", and the first five paragraphs under
"Agreements and Transactions".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by this Item is incorporated herein by
reference and made a part hereof from the Company's Proxy Statement to Security
Holders, dated March 25, 1994, from the material under the heading "Securities
Ownership of Management and Certain Other Persons".
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this Item is incorporated herein by
reference and made a part hereof from the Company's Proxy Statement to Security
Holders, dated March 25, 1994, from the material under the last paragraph of
the heading "Directors' Compensation" and from the material under the heading
"Board of Directors and Board Committees".
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)
(1) and (2)-List of Financial Statements and Financial Statement
Schedules.
The following consolidated financial statements of the Company and
its subsidiaries, included in the Annual Report to Security Holders for the
year ended December 31, 1993, are incorporated herein by reference from Item 8
and made a part hereof:
Statement of Consolidated Financial Position -
December 31, 1993 and 1992
Statement of Consolidated Income - Years ended
December 31, 1993, 1992 and 1991
Statement of Consolidated Cash Flows - Years ended
December 31, 1993, 1992 and 1991
Statement of Consolidated Shareholders' Equity - Years ended
December 31, 1993, 1992 and 1991
Notes to Consolidated Financial Statements
17
18
The following consolidated financial statement schedules of the Company and
its subsidiaries are included herein in Item 14(d) and attached as Exhibits 99(a),
99(b) and 99(c).
Schedule I - Marketable securities
Schedule VIII - Valuation and qualifying accounts
Schedule X - Supplementary income statement information
The following financial statements and financial statement schedules
for significant investee companies are included herein in Item 14(d) and
attached as Exhibit 99(e).
Tilden Mining Company (A 60.0% ownership interest carried at equity)
Statement of Financial Position -
December 31, 1993 and 1992
Statement of Costs and Expenses Charged to Associates - Years ended
December 31, 1993, 1992 and 1991
Statement of Associates' Account - Years ended
December 31, 1993, 1992 and 1991
Statement of Cash Flows - Years ended
December 31, 1993, 1992 and 1991
Notes to Financial Statements
Schedule V - Property, plant and equipment
Schedule VI - Accumulated depreciation, depletion and
amortization of property, plant and equipment
Schedule X - Supplementary income statement information
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore have
been omitted.
(3) List of Exhibits - Refer to Exhibit Index on pages 20-28 which
is incorporated herein by reference.
(b) There were no reports on Form 8-K filed during the three
months ended December 31, 1993.
(c) Exhibits listed in Item 14(a)(3) above are included herein.
(d) Financial Statements and Schedules listed above in Item
14(a)(1) and (2) are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CLEVELAND-CLIFFS INC
By: /s/John E. Lenhard
---------------------
John E. Lenhard,
Secretary
Date: March 28, 1994
18
19
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
M. T. Moore Chairman, March 28, 1994
President and Chief
Executive Officer and
Principal Executive Officer
and Director
J. S. Brinzo Senior Executive-Finance March 28, 1994
and Principal
Financial Officer
J. A. Trethewey Vice President and March 28, 1994
Controller and Principal
Accounting Officer
R. S. Colman Director March 28, 1994
E. M. de Windt Director March 28, 1994
J. D. Ireland, III Director March 28, 1994
G. F. Joklik Director March 28, 1994
L. L. Kanuk Director March 28, 1994
G. H. Lamphere Director March 28, 1994
S. B. Oresman Director March 28, 1994
A. Schwartz Director March 28, 1994
S. K. Scovil Director March 28, 1994
J. H. Wade Director March 28, 1994
A. W. Whitehouse Director March 28, 1994
By: /s/John E. Lenhard
--------------------
(John E. Lenhard, as
Attorney-in-Fact)
Original powers of attorney authorizing Messrs. M. Thomas Moore, John S.
Brinzo, Frank L. Hartman, and John E. Lenhard and each of them, to sign this
Annual Report on Form 10-K and amendments thereto on behalf of the above-named
officers and Directors of the Registrant have been filed with the Securities
and Exchange Commission.
19
20
EXHIBIT INDEX
Pagination by
Sequential
Exhibit Numbering
Number System
------ -------------
Articles of Incorporation and By-Laws
of Cleveland-Cliffs Inc
-----------------------
3(a) Amended Articles of Incorporation of Cleveland-Cliffs Inc (filed as Exhibit 3(a) to
Form 10-K of Cleveland-Cliffs Inc filed on March 29, 1991 and incorporated by
reference) Not Applicable
3(b) Regulations of Cleveland-Cliffs Inc (filed as Exhibit 3(b) to Form 10-K of
Cleveland-Cliffs Inc filed on March 29, 1991 and incorporated by reference) Not Applicable
Instruments defining rights of security
holders, including indentures
-----------------------------
4(a) Restated Indenture, between Empire Iron Mining Partnership, Inland Steel Company,
McLouth Steel Corporation, The Cleveland-Cliffs Iron Company, International
Harvester Company, WSC Empire, Inc. and Chemical Bank, as Trustee, dated as of
December 1, 1978 (filed as Exhibit 4(a) to Form 10-K of Cleveland-Cliffs Inc filed
on March 29, 1991 and incorporated by reference) Not Applicable
4(b) First Supplemental Indenture, between Empire Iron Mining Partnership, Inland Steel
Company, McLouth Steel Corporation, The Cleveland-Cliffs Iron Company,
International Harvester Company, WSC Empire Inc. and Chemical Bank, as Trustee,
dated as of February 14, 1981 (filed as Exhibit 4(b) to Form 10-K of Cleveland-
Cliffs Inc filed on March 29, 1991 and incorporated by reference) Not Applicable
4(c) Second Supplemental Indenture, between Empire Iron Mining Partnership, Inland Steel
Company, McLouth Steel Corporation, The Cleveland-Cliffs Iron Company,
International Harvester Company, and Chemical Bank, as Trustee, dated as of May 1,
1982 (filed as Exhibit 4(c) to Form 10-K of Cleveland-Cliffs Inc filed on March 29,
1991 and incorporated by reference) Not Applicable
20
21
4(d) Third Supplemental Indenture, between Empire Iron
Mining Partnership, Inland Steel Company, McLouth
Steel Corporation, The Cleveland-Cliffs Iron
Company, and Chemical Bank, as Trustee, dated as of
June 21, 1982 (filed as Exhibit 4(d) to Form 10-K
of Cleveland-Cliffs Inc filed on March 29, 1991 and
incorporated by reference) Not Applicable
4(e) Fourth Supplemental Indenture, between Empire Iron
Mining Partnership, Inland Steel Company, The
Cleveland-Cliffs Iron Company, Cliffs IH
Empire, Inc., Cliffs MC Empire, Inc., Jones &
Laughlin Ore Mining Company, J&L Empire, Inc.
and Chemical Bank, as Trustee, dated as of February
1, 1983 (filed as Exhibit 4(e) to Form 10-K of
Cleveland-Cliffs Inc filed on March 29, 1991 and
incorporated by reference) Not Applicable
4(f) Fifth Supplemental Indenture, between Empire Iron
Mining Partnership, Inland Steel Company, The
Cleveland-Cliffs Iron Company, Cliffs IH Empire,
Inc., J&L Empire, Inc., Wheeling-Pittsburgh/Cliffs
Partnership, and Chemical Bank, as Trustee, dated
as of October 1, 1983 (filed as Exhibit 4(f) to
Form 10-K of Cleveland-Cliffs Inc filed on March
29, 1991 and incorporated by reference) Not Applicable
4(g) Sixth Supplemental Indenture, between Empire Iron
Mining Partnership, Inland Steel Company, The
Cleveland-Cliffs Iron Company, J&L Empire,
Inc., Wheeling- Pittsburgh/Cliffs Partnership,
McLouth-Cliffs Partnership, Cliffs Empire, Inc.
and Chemical Bank, as Trustee, dated as of July 1,
1984 (filed as Exhibit 4(g) to Form 10-K of
Cleveland-Cliffs Inc filed on March 29, 1991 and
incorporated by reference) Not Applicable
4(h) Form of Guaranty of Payment of 9.55% Secured
Guaranteed Notes of Empire Iron Mining Partnership
due September 1, 1998 (filed as Exhibit 4(h)
to Form 10-K of Cleveland-Cliffs Inc filed on
March 29, 1991 and incorporated by reference) Not Applicable
21
22
4(i) Restated First Mortgage Indenture, among Tilden
Iron Ore Partnership, Tilden Iron Ore Company and
Chemical Bank and Clinton G. Martens, as
Trustees, dated as of October 31, 1977, as
supplemented and amended (See Footnote (A)) Not Applicable
4(j) Restated Financing Agreement, by and among Tilden
Iron Ore Partnership, Tilden Iron Ore Company,
Cannelton Iron Ore Company, The Cleveland-Cliffs
Iron Company, Stelco Coal Company,
Wheeling-Pittsburgh Steel Corporation, Sharon
Steel Corporation and Chemical Bank and Clinton
G. Martens, as Trustees, dated as of October
31, 1977 (filed as Exhibit 4(j) to Form 10-K of
Cleveland-Cliffs Inc filed on March 29, 1991 and
incorporated by reference) Not Applicable
4(k) Form of Guarantee of Payment, dated January 20,
1984 relating to Notes of Empire Iron Mining
Partnership (See Footnote (A)) Not Applicable
4(l) Form of Guarantee of Payment, dated August 12,
1986 relating to Notes of Empire Iron Mining
Partnership (See Footnote (A)) Not Applicable
4(m) Form of Common Stock Certificate (filed as
Exhibit 4(m) to Form 10-K of Cleveland-Cliffs
Inc filed on March 30, 1992 and incorporated by
reference) Not Applicable
4(n) Rights Agreement dated September 8, 1987 and
amended and restated as of November 19, 1991, by
and between Cleveland-Cliffs Inc and Society
National Bank (successor to Ameritrust Company
National Association) (filed as Exhibit 4.2 to
Form 8-K of Cleveland-Cliffs Inc filed on November
20, 1991 and incorporated by reference) Not Applicable
- ---------------------------------------------
(A) This document has not been filed as an exhibit hereto because the
long-term debt of the Company represented thereby, either directly or
through its interest in an affiliated or associated entity, does not exceed
10% of the total assets of the Company and its subsidiaries on a consolidated
basis. The Company agrees to furnish a copy of this document to the Securities
and Exchange Commission upon request.
22
23
4(o) Credit Agreement dated as of April 30, 1992 among
Cleveland-Cliffs Inc, the Banks named therein and
Chemical Bank, as Agent (filed as Exhibit 4(s) to
Form 10-Q of Cleveland-Cliffs Inc filed on May 14,
1992 and incorporated by reference) Not Applicable
4(p) Conformed Note Agreements dated as of May 1,
1992 among Cleveland-Cliffs Inc and each of the
Purchasers named in Schedule I thereto (filed as
Exhibit 4(t) to Form 10-Q of Cleveland-Cliffs Inc
filed on July 22, 1992 and incorporated by
reference) Not Applicable
Material Contracts
------------------
10(a) * Amendment and Restatement of Supplemental
Retirement Benefit Plan of Cleveland-Cliffs
Inc, dated as of September 1, 1985 (filed as
Exhibit 10(a) to Form 10-K of Cleveland-Cliffs
Inc filed on March 30, 1992 and incorporated
by reference) Not Applicable
10(b) * The Cleveland-Cliffs Iron Company Plan for
Deferred Payment of Directors' Fees dated as of
July 1, 1981, assumed by Cleveland-Cliffs Inc
effective July 1, 1985 (filed as Exhibit 10(b) to
Form 10-K of Cleveland-Cliffs Inc filed on March
29, 1991 and incorporated by reference) Not Applicable
10(c) * Amendment No. 1 to Cleveland-Cliffs Inc Plan for
Deferred Payment of Directors' Fees (filed as
Exhibit 10(c) to Form 10-K of Cleveland-Cliffs
Inc filed on March 30, 1992 and incorporated by
reference) Not Applicable
10(d) * Consulting Agreement dated as of June 23, 1987, by
and between Cleveland-Cliffs Inc and S. K. Scovil
(filed as Exhibit 10(c) to Form 10-K of
Cleveland-Cliffs Inc filed on March 29, 1991 and
incorporated by reference) Not Applicable
10(e) * Amendment to Consulting Agreement wth S.K. Scovil
(filed as Exhibit 10(e) to Form 10-K of Cleveland-
Cliffs Inc filed on March 30, 1992 and incorporated
by referene) Not Applicable
10(f) * Form of contingent employment agreements with
certain executive officers (filed as Exhibit 10(f)
to Form 10-K of Cleveland-Cliffs Inc filed on
March 30, 1992 and incorporated by reference) Not Applicable
- ---------------------------------------
*Reflects management contract or other compensatory arrangement required to be
filed as an Exhibit pursuant to Item 14(c) of this Report.
23
24
10(g) * Cleveland-Cliffs Inc and Subsidiaries Management
Performance Incentive Plan, dated as of January
1, 1993 (Summary Description) (filed as Exhibit
10 to Form 10-Q of Cleveland-Cliffs Inc on
November 10, 1993 and incorporated by reference) Not Applicable
10(h) Instrument of Assignment and Assumption dated as
of July 1, 1985, by and between The
Cleveland-Cliffs Iron Company and Cleveland-Cliffs
Inc (filed as Exhibit 10(f) to Form 10-K of
Cleveland-Cliffs Inc filed on March 29, 1991 and
incorporated by reference) Not Applicable
10(i) Instrument of Assignment and Assumption dated
as of September 1, 1985, by and between The
Cleveland-Cliffs Iron Company and Cleveland-
Cliffs Inc (filed as Exhibit 10(g) to Form 10-K
of Cleveland-Cliffs Inc filed on March 29, 1991
and incorporated by reference) Not Applicable
10(j) Form of indemnification agreements with certain
directors and officers (filed as Exhibit 10(h)
to Form 10-K of Cleveland-Cliffs Inc filed on
March 29, 1991 and incorporated by reference) Not Applicable
10(k) * 1987 Incentive Equity Plan (filed as Exhibit 10(k)
to Form 10-K of Cleveland-Cliffs Inc filed on March
30, 1992 and incorporated by reference) Not Applicable
10(l) * 1992 Incentive Equity Plan (filed as
Appendix A to Proxy Statement of
Cleveland-Cliffs Inc filed on March 13, 1992 and
incorporated by reference) Not Applicable
10(m) Purchase and Sale Agreement dated as of
December 8, 1987, by and among The Cleveland-
Cliffs Iron Company, Cliffs Electric Service
Company, Upper Peninsula Generating Company,
Upper Peninsula Power Company and Wisconsin
Electric Power Company (filed as Exhibit 10(m) to
Form 10-K of Cleveland-Cliffs Inc filed on March
29, 1993 and incorporated by reference) Not Applicable
10(n) * Amended and Restated Cleveland-Cliffs Inc
Retirement Plan for Non-Employee Directors
dated as of January 1, 1988 (filed as Exhibit
10(n) to Form 10-K of Cleveland-Cliffs Inc on
March 29, 1993 and incorporated by reference) Not Applicable
- ---------------------------------------------
*Reflects management contract or other compensatory arrangement required to be
filed as an Exhibit pursuant to Item 14(c) of this Report.
24
25
10(o) * Amended and Restated Trust Agreement No. 1
dated as of March 9, 1992, by and between
Cleveland-Cliffs Inc and Society National Bank
(successor to Ameritrust Company National
Association) with respect to the Supplemental
Retirement Benefit Plan and certain contingent
employment agreements (filed as Exhibit 10(o) to
Form 10-K of Cleveland-Cliffs Inc filed on March
30, 1992 and incorporated by reference) Not Applicable
10(p) * Amended and Restated Trust Agreement No. 2
dated as of March 9, 1992, by and between
Cleveland-Cliffs Inc and Society National Bank
(successor to Ameritrust Company National
Association) with respect to the Severance Pay
Plan for Key Employees of Cleveland-Cliffs Inc,
the Cleveland-Cliffs Inc Retention Plan for
Salaried Employees and certain contingent
employment agreements (filed as Exhibit 10(p) to
Form 10-K of Cleveland-Cliffs Inc filed on March
30, 1992 and incorporated by reference) Not Applicable
10(q) * Trust Agreement No. 4 dated as of October 28,
1987, by and between Cleveland-Cliffs Inc and
Society National Bank (successor to
Ameritrust Company National Association) with
respect to the Plan for Deferred Payment of
Directors' Fees (filed as Exhibit 10(q) to Form
10-K of Cleveland-Cliffs Inc on March 29, 1993 and
incorporated by reference) Not Applicable
10(r) * First Amendment to Trust Agreement No. 4 dated as
of April 9, 1991, by and between Cleveland-Cliffs
Inc and Society National Bank (successor to
Ameritrust Company National Association) and
Second Amendment to Trust Agreement No. 4 dated
as of March 9, 1992 by and between
Cleveland-Cliffs Inc and Society National Bank
(successor to Ameritrust Company National
Association) (filed as Exhibit 10(r) to Form 10-K
of Cleveland-Cliffs Inc filed on March 29, 1993
and incorporated by reference) Not Applicable
- ----------------------------------------------------------------
*Reflects management contract or other compensatory arrangement required to be
filed as an Exhibit pursuant to Item 14(c) of this Report.
25
26
10(s) * Trust Agreement No. 5 dated as of October 28,
1987, by and between Cleveland-Cliffs Inc and
Society National Bank (successor to
Ameritrust Company National Association) with
respect to the Cleveland-Cliffs Inc Voluntary
Non-Qualified Deferred Compensation Plan (filed as
Exhibit 10(s) to Form 10-K of Cleveland-Cliffs Inc
filed on March 29, 1993 and incorporated by
reference) Not Applicable
10(t) * First Amendment to Trust Agreement No. 5 dated as
of May 12, 1989, by and between Cleveland-Cliffs
Inc and Society National Bank (successor to
Ameritrust Company National Association), Second
Amendment to Trust Agreement No. 5 dated as of
April 9, 1991 by and between Cleveland-Cliffs Inc
and Society National Bank (successor to Ameritrust
Company National Association) and Third Amendment
to Trust Agreement No. 5 dated as of March 9,
1992, by and between Cleveland-Cliffs Inc and
Society National Bank (successor to Ameritrust
Company National Association) (filed as Exhibit
10(t) to Form 10-K of Cleveland-Cliffs Inc filed
on March 30, 1992 and incorporated by reference) Not Applicable
10(u) Amended and Restated Trust Agreement No. 6
dated as of March 9, 1992, by and between
Cleveland-Cliffs Inc and Society National Bank
(successor to Ameritrust Company National
Association) with respect to certain
indemnification agreements with directors and
certain officers (filed as Exhibit 10(u) to
Form 10-K of Cleveland-Cliffs Inc filed on March
30, 1992 and incorporated by reference) Not Applicable
10(v) * Trust Agreement No. 7 dated as of April 9, 1991,
by and between Cleveland-Cliffs Inc and Society
National Bank (successor to Ameritrust
Company National Association) with respect to
the Cleveland-Cliffs Inc Supplemental Retirement
Benefit Plan, as amended by First Amendment to
Trust Agreement No. 7 (filed as Exhibit 10(v) to
Form 10-K of Cleveland-Cliffs Inc filed on March
30, 1992 and incorporated by reference) Not Applicable
- -------------------------------------------------
*Reflects management contract or other compensatory arrangement required to be
filed as an Exhibit pursuant to Item 14(c) of this Report.
26
27
10(w) * Trust Agreement No. 8 dated as of April 9, 1991,
by and between Cleveland-Cliffs Inc and Society
National Bank (successor to Ameritrust
Company National Association) with respect to
the Cleveland-Cliffs Inc Retirement Plan for
Non-Employee Directors, as amended by First
Amendment to Trust Agreement No. 8 (filed as
Exhibit 10(w) to Form 10-K of Cleveland-Cliffs
Inc filed on March 30, 1992 and incorporated by
reference) Not Applicable
10(x) Cleveland-Cliffs Inc Retention Plan for Salaried
Employees (filed as Exhibit 10(x) to Form 10-K of
Cleveland-Cliffs Inc filed on March 30, 1992 and
incorporated by reference) Not Applicable
10(y) * Severance Pay Plan for Key Employees of
Cleveland-Cliffs Inc (filed as Exhibit 10(y) to
Form 10-K of Cleveland-Cliffs Inc filed on March
30, 1992 and incorporated by reference) Not Applicable
10(z) * Voluntary Non-Qualified Deferred Compensation
Plan of Cleveland-Cliffs Inc as amended by
Amendment No. 1 to Voluntary Non-Qualified
Deferred Compensation Plan and Amendment No. 2 to
Voluntary Non-Qualified Deferred Compensation Plan
(filed as Exhibit 10(z) to Form 10-K of
Cleveland-Cliffs Inc filed on March 30, 1992
and incorporated by reference) Not Applicable
10(aa) * First Amendment to Amendment and Restatement of
Cleveland-Cliffs Inc Supplemental Retirement
Benefit Plan, dated as of January 15, 1993 (filed
as Exhibit 10(aa) to Form 10-Q of
Cleveland-Cliffs Inc filed on May 12, 1993 and
incorporated by reference) Not Applicable
11 Statement re computation of per share earnings 29-30
13 Selected portions of 1993 Annual Report to Security
Holders
13(a) Management's Discussion and Analysis of
Financial Condition and Results of
Operations 31-40
13(b) Report of Independent Auditors 41
13(c) Statement of Consolidated Financial
Position 42-43
13(d) Statement of Consolidated Income 44
13(e) Statement of Consolidated Cash Flows 45
- ------------------------------------------------
*Reflects management contract or other compensatory arrangement required to be
filed as an Exhibit pursuant to Item 14(c) of this Report.
27
28
13(f) Statement of Consoldiated Shareholders'
Equity 46
13(g) Notes to Consolidated Financial Statements 47-61
13(h) Quarterly Results of Operations/
Common Share Price Performance and
Dividends 62
13(i) Investor and Corporate Information 63
13(j) 11-Year Summary of Financial and Other
Statistical Data 64-65
21 Subsidiaries of the registrant 66-68
23 Consent of independent auditors 69
24 Power of Attorney 70
99 Additional Exhibits
99(a) Schedule I - Marketable securities 71
99(b) Schedule VIII - Qualification and
valuation accounts 72
99(c) Schedule X - Supplementary income
statement information 73
99(d) Report of Independent Auditors for
Significant Investee Company 74
99(e) Financial Statements and Financial
Statement Schedules for Significant
Investee Company 75-85
Appendix Image and Graphic Material 86
28