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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, 1997 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 OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
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
-----------------------------------------------------
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. [ ]
As of March 16, 1998, the aggregate market value of the voting and
non-voting stock held by non-affiliates of the registrant, based on the closing
price of $53.125 per share as reported on the New York Stock Exchange -
Composite Index was $581,090,494 (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 11,361,732 as of March 16, 1998.
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DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of registrant's 1997 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 12, 1998 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, directly or indirectly, three major operating
subsidiaries, The Cleveland-Cliffs Iron Company ("CCIC"), Cliffs Mining Company
("CMC") and Northshore Mining Company ("Northshore"). A fourth operating
subsidiary, Pickands Mather & Co. International ("PMI"), terminated production
at the end of 1996. CCIC and CMC hold interests in various independent iron ore
mining ventures ("mining ventures") and act as managing agent. The operations of
Northshore are entirely owned by the Company. CCIC, CMC and Northshore's
business during 1997 was the production and sale of iron ore, principally iron
ore pellets. Collectively, CCIC, CMC and Northshore control, develop, and lease
reserves to mine owners; manage and own interests in mines; sell iron ore; and
provide ancillary services to the mines. The operations of each mine are
independent of the other mines. Iron ore production activities are conducted in
the United States and Canada. Iron ore is marketed by the subsidiaries in the
United States, Canada, and Europe.
For information on the iron ore business, including royalties and
management fees for the years 1995-1997, 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, 1997, 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 "Summary of Financial and Other Statistical Data" in the
Company's Annual Report to Security Holders for the year ended December 31,
1997, which 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. CCIC owns or holds long-term leasehold interests in
active North American properties containing approximately 1.4 billion tons of
crude iron ore reserves. CCIC, CMC and Northshore manage six active mines in
North America with a total rated annual capacity of 40.8 million tons and own
equity interests in five of these mines (see Table on page 4).
CCIC, CMC and Northshore's United States properties are located on the
Marquette Range of the Upper Peninsula of Michigan, which has two active
open-pit mines and pellet plants, and the Mesabi Range in Minnesota, which has
three 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
99.5% 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. At
Northshore, crude ore is shipped by rail from the mine to the processing
facilities at Silver Bay, Minnesota, which is also the upper lakes port of
shipment. 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. At Wabush Mines, concentrates are shipped by rail from the Scully
Mine at Wabush to Pointe Noire, Quebec, where they
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are pelletized for shipment via vessel to Canada, United States and Europe or
shipped as concentrates for sinter feed to Europe.
CCIC leases or subleases its reserves to certain mining ventures which
pay royalties to CCIC 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 for LTV Steel Mining Company
which is wholly-owned by LTV Steel Company, include as participants CCIC or CMC
and steel producers (who are "participants" either directly or through
subsidiaries).
CCIC and CMC, pursuant to management agreements with the participants
having operating interests in the mining ventures, manage the development,
construction and operation of iron ore mines and concentrating and pelletizing
plants to produce iron ore pellets for steel producers. CCIC and CMC are
reimbursed by the participants of the mining ventures for substantially all
expenses incurred by CCIC and CMC in operating the mines and mining ventures. In
addition, CCIC and CMC are paid management fees 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 CCIC and CMC have an equity
interest, such interests range from 15% to 40% (see Table on page 4). Pursuant
to certain operating agreements at each mine, each participant is generally
obligated to take its share of production for its own use. CCIC and CMC's share
of production is resold to steel manufacturers pursuant to multi-year contracts,
usually with price escalation provisions, or one-year contracts. 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 1997, the Tilden Mine reduced production from 7 million
to 6 million tons of iron ore pellets.
Cliffs Minnesota Minerals Company, a subsidiary of the Company, owns an
iron ore operation ("Northshore") and power plant (Silver Bay Power Company
("Silver Bay Power")) in Minnesota with 4.3 million annual tons of active
capacity for production of standard and flux pellets (equivalent to 4.8 million
tons of standard pellet capacity), supported by a 115 megawatt power generation
plant, and an estimated 1.2 billion tons of magnetite crude iron ore reserves,
leased mainly from the Mesabi Trust. Production in 1997 was 4.2 million tons of
standard and flux pellets.
Effective January 1, 1997, CMC acquired the 15.1% interest of Inland
Steel Company ("Inland") in the Wabush Mines, an iron ore joint venture interest
in Canada, for $15 million, which acquisition raised CMC's ownership interest in
the Wabush Mines to 22.8%. The acquisition adds .9 million tons to CMC's share
of production capacity. Separately, CCIC revised its existing iron ore pellets
sales arrangements with Inland to supply Inland's pellet requirements beyond
Inland's 40% ownership in the Empire Mine and Inland's wholly-owned Minorca
mine.
In January, 1998, the Tilden Mine announced that it experienced a crack
in a riding ring on one of the mine's two pelletizing kilns, and it is expected
that the kiln would be out of service for about three months to complete welding
repairs. As a result, mine production is expected to be reduced by approximately
0.3 million tons, lowering the anticipated full year production to 6.7 million
tons.
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Following is a table of production, current defined capacity, and
implied exhaustion dates for the iron ore mines currently managed or owned by
CCIC, CMC and Northshore. The exhaustion dates are based on estimated mineral
reserves and full production rates, which could be affected, among other things,
by future industry conditions, geological conditions, and ongoing mine planning.
Maintenance of effective production capacity or implied exhaustion dates could
require increases in capital and development expenditures. Alternatively,
changes in economic conditions or the expected quality of ore reserves could
decrease capacity or accelerate exhaustion dates. Technological progress could
alleviate such factors or increase capacity or mine life.
Company's
Current Current Current Operating Implied
Operating Pellet Production Annual Continuously Exhaustion
Name and Location Type of Ore Interest 1995 1996 1997 Capacity Since Date (1)
- ------------------ ----------- ---------- --------- --------- -------- --------- -------- ----------
(Tons in Thousands)(2)
Mining Ventures
---------------
Michigan
--------
Marquette Range
-Empire Iron Mining
Partnership (3) Magnetite 22.56% 7,910 8,084 8,353 8,000 1963 2019
-Tilden Mining Hematite and
Company L.C.(3) Magnetite 40.00%(4) 6,186 6,702 6,016 7,000(4) 1974 2037
Minnesota
---------
Mesabi Range
-Hibbing Taconite
Joint Venture (5) Magnetite 15.00% 8,615 8,120 7,670 8,000 1976 2029
-LTV Steel Mining
Company (5) Magnetite 0.00% 7,757 7,457 7,709 7,500 1957 2053
Canada
------
-Wabush Mines
(Newfoundland and Specular
Quebec) (5)(6) Hematite 22.78%(6) 5,295 5,309 5,581 6,000(6) 1965 2042
Wholly-Owned Entities
- ---------------------
Minnesota
---------
Mesabi Range
-Northshore Mining
Company Magnetite 100.00% 3,791 4,252 4,245 4,300(7) 1989 2081
Australia
---------
-Savage River Mines (8)
(Tasmania) Magnetite 100.00% 1,557 1,583 - (8) - (8) (8) (8)
------ ------ ------ ------
TOTAL 41,111 41,507 39,574 40,800
====== ====== ====== ======
===============================================================================
(1) Based on full production at current annual capacity without regard to
economic feasibility.
(2) Tons are long tons of 2,240 pounds.
(3) CCIC receives royalties and management fees.
(4) Annual production capacity is targeted at a minimum of 6 million tons
annually (7 million tons are initially nominated for 1998). Expenditures
in 1998 are expected to increase capacity to 7.8 million tons in 1999.
The predominant ore reserves are hematite.
(5) CMC received no royalty payments with respect to such mine, but did
receive management fees.
(6) In 1996, the mine's annual production capacity was increased to 6 million
tons per year from 4.5 million tons per year. Effective January 1, 1997,
CMC's ownership in the Wabush Mines increased from 7.69% to 22.78%.
(7) Northshore can produce 4.8 million tons of standard pellets.
(8) Savage River Mines terminated operations at the end of 1996 and
terminated shipments in the first quarter of 1997. (See discussion on
page 5.)
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With respect to the Empire Mine, CCIC owns directly approximately
one-half of the remaining mineral reserves and leases the balance of the
reserves from their owners; with respect to the Tilden Mine, CCIC owns all of
the mineral reserves; with respect to the Hibbing Mine, Wabush Mines and
Northshore Mine, all mineral reserves are owned by others and leased or
subleased directly to those mines.
Each of the mines contains crushing, concentrating, and pelletizing
facilities. The Empire Iron Mining Partnership facilities were constructed
beginning in 1962 and expanded in 1966, 1974 and 1980 with a total cost of
approximately $367 million; the Tilden Mine facilities were constructed
beginning in 1972, expanded in 1979 and modified in 1988 with a total cost of
approximately $523 million; the LTV Steel Mining Company facilities were
constructed beginning in 1954 and expanded in 1967 with a total cost of
approximately $250 million; the Hibbing Taconite Joint Venture facilities were
constructed beginning in 1973 and expanded in 1979 with a total cost of
approximately $302 million; the Northshore Mining Company facilities were
constructed beginning in 1951, expanded in 1963 and significantly modified in
1979 with a total cost estimated in excess of $500 million; and the Wabush Mines
facilities were constructed beginning in 1962 with a total cost of approximately
$103 million. The Company believes the facilities at each site are in
satisfactory condition. However, the older facilities require more capital and
maintenance expenditures on an ongoing basis.
Production and Sales Information
--------------------------------
The Company's managed capacity is approximately 40.8 million tons, or
47% of total pellet capacity in North America, and the Company's annual North
American pellet sales capacity increased in 1997 from 10.9 to 11.5 million tons.
In 1997, the Company produced 10.9 million tons of pellets in North America for
its own account.
In 1997, the Company produced 28.7 million gross tons of iron ore in
the United States and Canada for participants other than the Company. The share
of participants having the five largest amounts, Algoma Steel Company, Bethlehem
Steel Corporation, Inland Steel Company, LTV Steel Company and Stelco Inc.,
aggregated 25.4 million gross tons, or 88.8%. The largest such participant
accounted for 34.2% of such production.
During 1997, 100% of the Company's sales of iron ore and pellets, that
were produced in the United States and Canada for its own account or purchased
from others, were to 12 U.S., Canadian and European iron and steel manufacturing
companies.
In 1997, Weirton Steel Company, AK Steel, and Inland Steel Company,
directly and indirectly accounted for 20%, 13%, and 10%, respectively, of total
revenues.
AUSTRALIA. PMI formerly owned 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.
Production at Savage River Mines was terminated prior to year-end 1996 due to
exhaustion of the economically recoverable iron ore from surface mining.
Remaining inventory was shipped during the first quarter of 1997. Savage River
contributed $3.1 million to the Company's earnings in 1997. The mine operated
two years beyond the original schedule established when the Company acquired
full ownership in 1990. On December 5, 1996, PMI and the State of Tasmania
entered into a Deed of Arrangement whereby the assets (including $8.6 million in
cash) and all environmental and rehabilitation obligations of the Savage River
Mines were transferred to the Tasmanian government on March 25, 1997.
RAIL TRANSPORTATION. The Company, through a wholly-owned subsidiary,
owns a 99.5% 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
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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 1997, 84.7% of the railroad's revenues were derived from
hauling iron ore and pellets and other services in connection with mining
operations managed by CCIC. The railroad's rates are subject to regulation by
the Surface Transportation Board of the Department of Transportation.
Reduced Iron and Ferrous Metallics
----------------------------------
The Company's strategy is to grow its basic iron ore business
domestically and internationally and to extend its business scope to produce and
supply "reduced iron ore feed" for steel and iron production. Reduced iron
products contain approximately 90% iron versus 65% for traditional iron ore
pellets and contain less undesirable chemical elements than most scrap steel
feed. The market for reduced iron is relatively small, but is increasing at a
greater rate than other iron ore products.
On April 15, 1996, the Company announced an international joint venture
to produce and market premium quality reduced iron briquettes for the steel
industry, and all definitive project agreements were signed in May, 1996. The
venture's participants, through subsidiaries, are the Company, through Cliffs
Reduced Iron Corporation, (46.5 percent), The LTV Corporation, (46.5 percent),
and Lurgi AG of Germany, (7 percent). The Company, through Cliffs Reduced Iron
Management Company, manages the reduced iron project, located in Trinidad and
Tobago, and will be responsible for sales by the venture company, Cliffs and
Associates Limited. The total project is estimated to cost $160 million, with
total capital expenditures of $142.5 million, of which the Company's share is
estimated to be $66.3 million, with $48.9 million spent through 1997 and $17.4
million expected to be spent in 1998. No project financing will be utilized.
The plant is designed to produce at least 500,000 metric tons of
briquettes per year. Construction and operations planning activities are
steadily progressing. The facilities are scheduled to start up, as planned, in
the fourth quarter of 1998. The plant will operate on a planned start-up curve
and is expected to be producing at the design level of 500,000 tons per year by
mid-1999. The plant will employ approximately 70 people upon completion.
The Company is studying the feasibility of a midwestern U.S. project to
produce "pig iron" from North American iron ore with coal as the reductant.
Markets for the product would be primarily electric furnaces and foundries.
During 1995, the Company suspended its iron carbide development
activities but continues to believe that iron carbide has long-term potential.
The Company is a joint holder of iron carbide process licenses in Venezuela with
North Star Steel and in Australia with Mitsubishi Corporation.
Credit Agreement and Senior Notes
---------------------------------
In 1995, the Company entered into a Credit Agreement ("Credit
Agreement") with Chemical Bank (now Chase Manhattan Bank), as Agent for a
six-bank lending group, pursuant to which the Company may borrow up to $100
million as revolving loans until March 1, 2000. In 1996, the Credit Agreement
was amended to extend the expiration date by one year, and in 1997, the Credit
Agreement was further amended to reduce interest rates and fees and extend the
expiration date by one additional year to March 1, 2002. Interest on borrowings
will be based on various interest rates as defined in the Credit Agreement and
as selected by the Company pursuant to the terms of the Credit Agreement. There
were no borrowings under the revolving credit facility.
In 1995, the Company placed privately with a group of institutional
lenders $70 million 7% Senior Notes, due December 15, 2005, the proceeds of
which Senior Notes
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were used to retire the Company's $20 million 8.51% Senior Notes and $50 million
8.84% Senior Notes.
COMPETITION
The iron ore mines, which the Company's subsidiaries operate in North
America and Canada, produce various grades of iron ore which is marketed in the
United States, Canada, and Europe. In North America, the Company is in
competition with several iron ore producers, including Iron Ore Company of
Canada, Quebec Cartier Mining Company, and Evtac Mining Company, as well as
other 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 effectively become large factors 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.
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.
ENVIRONMENT, 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
$6.1 million in 1996 and $6.9 million in 1997. It is estimated that
approximately $7.7 million will be spent in 1998 for environmental control
facilities.
The Company received notice in 1983 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 certain other potentially responsible parties have
agreed upon allocation of the costs for investigation and remediation. 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 largely implemented
remedial action satisfactory to the U.S. EPA at an estimated total cost of $8
million, of which the Company's share is $1.7 million. Upon the advice of
counsel, the Company believes it has a right to continued contribution from the
other potentially responsible parties for the costs of any further remedial
action required at the Cliffs-Dow site.
A second disposal area at the Cliffs-Dow charcoal production plant site
is on the list of priority sites issued by the Michigan Department of Natural
Resources (now the Michigan Department of Environmental Quality). The Company
and certain other
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potentially responsible parties have agreed upon allocation of investigation and
remediation costs at this site. The Company participated in a RI/FS of this
site, which study has been completed and is being reviewed by the Michigan
Department of Environmental Quality. The Company has joined with the other
potentially responsible parties in an interim removal action at the site which
has been completed at an estimated total cost of $18 million, of which the
Company's share is $4.5 million. In the fourth quarter of 1997, the Company and
other potentially responsible parties accepted a proposal from the City of
Marquette ("City") that the City assume all environmental responsibilities with
respect to the plant site located within the City (which proposal did not
include a secondary disposal site within the County of Marquette) in exchange
for a conveyance of the 77 acre plant site. On October 31, 1997, title to the
plant site property was conveyed to the City in exchange for the assumption of
all environmental liabilities by the City with respect to the plant site.
The Company has sufficient financial reserves at December 31, 1997 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; air and water discharges; 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, 1997, CCIC and CMC and the North American
independent mining ventures had 4,972 employees, of which 4,085 were hourly
employees. The hourly employees are represented by the United Steelworkers of
America ("United Steelworkers") which have collective bargaining agreements. In
1993, a six-year "no strike" labor agreement was entered between the Hibbing
Taconite, Tilden and Empire Mines and the United Steelworkers covering the
period to August 1, 1999, but with provisions for a limited economic reopener on
August 1, 1996. In 1996, the labor economic reopeners at the Hibbing Taconite,
Tilden and Empire Mines were settled based on the pattern of recent steel
company settlements. In 1994, a new United Steelworkers labor agreement was
entered into covering employees of LTV Steel Mining Company, which agreement
will expire on August 1, 1999. In 1996, a new United Steelworkers labor
agreement was entered into covering the employees of the Wabush Mines, which
agreement will expire on March 1, 1999.
As of December 31, 1997, Northshore had 511 salaried employees, none of
whom are represented by a union.
As of December 31, 1997, Cliffs Reduced Iron Management Company had 3
salaried employees and Cliffs and Associates Limited had 14 salaried employees.
In addition, as of December 31, 1997, Cleveland-Cliffs Inc and its
wholly-owned subsidiary, Cliffs Mining Services Company, had 276 salaried
executive, managerial, administrative and technical employees.
ENERGY. Electric power supply contracts between Wisconsin Electric
Power Company ("WEPCo") and 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 term of these
contracts covered 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.
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In January, 1996, the Empire and Tilden Mines entered into new seven-year power
supply contracts with WEPCo, which included the two years remaining on the
previous contracts. Various terms and conditions of the power contracts were
revised to better accommodate the operation of those Mines. The new power supply
contracts became effective March 1, 1996.
Electric power for Hibbing Taconite is supplied by Minnesota Power &
Light Company under a recently executed agreement, which became effective
January 1, 1998 and continues to December, 2008. The Agreement provides for
significant cost reduction, reduction in certain take-or-pay commitments, and an
energy price cap. Electric power requirements will continue to be specified
annually by the Hibbing Taconite venturers corresponding to Hibbing's operating
requirements.
LTV Steel Mining Company is currently generating the majority of its
requirements, and an interchange agreement with Minnesota Power & Light Company
provides backup power and allows sale of excess capacity to the Midwestern Area
Power Pool. Effective May 1, 1995, the interchange agreement was extended to
April 30, 2000 to provide additional backup power and other cost-effective
services.
Silver Bay Power Company, an indirect subsidiary of the Company,
provides the majority of Northshore's energy requirements, has an interchange
agreement with Minnesota Power & Light Company for backup power and sells 40
megawatts of excess power capacity to Northern States Power Company. The
contract with Northern States Power extends to the year 2011. Effective November
1, 1995, the interchange agreement was extended to October 31, 2000 to provide
additional backup power and other cost-effective services.
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.
The Company has contracts providing for the transport of natural gas
for its North American iron ore operations. Several interruptions of supply of
natural gas occurred during early 1997, requiring use of alternate fuels.
The Empire and Tilden Mines have the capability of burning natural gas,
coal, or, to a lesser extent, oil. Wabush Mines has the capability of burning
oil and coke breeze. Hibbing Taconite, Northshore and LTV Steel Mining Company
have the capability of burning natural gas and oil. During 1997, the U.S. mines
burned natural gas as their primary fuel. Wabush Mines used oil, supplemented
with 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.
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In the paper format version of this document, this page contains a
map. The map is entitled, "Cleveland-Cliffs Inc and Associated
Companies Location of Iron Ore Operations". The map has an outline
of the United States and Canada. Located specifically on the map
are arrows and dots representing the location of the properties
described in the Table on page 4 to this report.
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ITEM 3. LEGAL PROCEEDINGS.
Rio Tinto.
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On July 21, 1993, CCIC 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. In 1996, CCIC and other responsible parties entered into an
Administrative Order on Consent with the Nevada Division of Environmental
Protection, which provides for the completion of remedial action to occur in
1996 and 1997. CCIC and the other responsible parties have entered into a
Participation Agreement to equitably share the cost of the remediation. The
total projected cost of remediation is $2.8 million of which CCIC's share is $.6
million. As of December 31, 1997, the remediation has essentially been
completed.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
11
12
EXECUTIVE OFFICERS OF THE REGISTRANT
Position with the Company
as of March 16, 1998
-------------------------
Name Age
---- ---
J. S. Brinzo President and Chief Executive Officer 56
W. R. Calfee Executive Vice President-Commercial 51
T. J. O'Neil Executive Vice President-Operations 57
C. B. Bezik Senior Vice President-Finance 45
J. W. Sanders Senior Vice President-International
Development 55
A. S. West Senior Vice President-Sales 61
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:
J. S. Brinzo Executive Vice President-Finance, Company,
September 1, 1989 to September 30, 1993.
Senior Executive-Finance, Company,
October 1, 1993 to September 30, 1995.
Executive Vice President-Finance, Company,
October 1, 1995 to June 30, 1997.
Executive Vice President-Finance and Planning, Company,
July 1, 1997 to November 9, 1997.
President and Chief Executive Officer, Company,
November 10, 1997 to date.
W. R. Calfee Senior Executive Vice President, Company,
September 1, 1989 to September 30, 1993.
Senior Executive-Commercial, Company,
October 1, 1993 to September 30, 1995.
Executive Vice President-Commercial, Company
October 1, 1995 to date.
T. J. O'Neil Senior Vice President-Technical, Company,
November 18, 1991 to September 30, 1994.
Executive Vice President-CCI Operations and
Technology, Company,
October 1, 1994 to September 30, 1995.
Executive Vice President-Operations, Company,
October 1, 1995 to date.
12
13
C. B. Bezik Manager-Financial Planning, Company,
December 1, 1991 to April 30, 1994.
Director-Financial Planning, Company,
May 1, 1994 to September 30, 1994.
Treasurer and Director-Financial Planning, Company,
October 1, 1994 to September 30, 1995.
Vice President and Treasurer, Company,
October 1, 1995 to November 9, 1997.
Senior Vice President-Finance, Company,
November 10, 1997 to date.
J. W. Sanders Senior Vice President and General Manager,
Copper Range Company,
June, 1991 to June, 1994.
President and Chief Operating Officer,
Copper Range Company,
July, 1994 to September 30, 1995.
Senior Vice President-Technical, Company,
October 1, 1995 to June 30, 1997.
Senior Vice President-International Development, Company,
July 1, 1997 to date.
A. S. West Senior Vice President-Sales, Company,
July 1, 1988 to date.
13
14
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, 1997 contained in the
material under the headings, "Common Share Price Performance and Dividends",
"Investor and Corporate Information" and "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, 1997 contained in the
material under the headings, "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, 1997 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, 1997 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.
14
15
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 23, 1998, 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 23, 1998 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 23, 1998, from the material under the heading "Securities
Ownership of Management and Certain Other Persons".
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
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,
included in the Annual Report to Security Holders for the year ended December
31, 1997, are incorporated herein by reference from Item 8 and made a part
hereof:
Statement of Consolidated Financial Position -
December 31, 1997 and 1996
Statement of Consolidated Income - Years ended
December 31, 1997, 1996 and 1995
Statement of Consolidated Cash Flows - Years ended
December 31, 1997, 1996 and 1995
Statement of Consolidated Shareholders' Equity - Years ended
December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
15
16
The following consolidated financial statement schedule of the
Company is included herein in Item 14(d) and attached as Exhibit 99(a).
Schedule II - Valuation and Qualifying accounts
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 18-27
which is incorporated herein by reference.
(b) There were no reports on Form 8-K filed during the three months
ended December 31, 1997.
(c) Exhibits listed in Item 14(a)(3) above are included herein.
(d) Financial Statements and Schedule 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 and Associate General Counsel
Date: March 25, 1998
16
17
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
- ---------- ----- ----
J. S. Brinzo President and Chief March 25, 1998
Executive Officer and
Principal Executive Officer
and Director
C. B. Bezik Senior Vice President- March 25, 1998
Finance and Principal
Financial Officer
R. J. Leroux Controller and Principal March 25, 1998
Accounting Officer
R. C. Cambre Director March 25, 1998
R. S. Colman Director March 25, 1998
J. D. Ireland, III Director March 25, 1998
G. F. Joklik Director March 25, 1998
L. L. Kanuk Director March 25, 1998
F. R. McAllister Director March 25, 1998
M. T. Moore Director March 25, 1998
J. C. Morley Director and Chairman March 25, 1998
S. B. Oresman Director March 25, 1998
A. Schwartz Director March 25, 1998
A. W. Whitehouse Director March 25, 1998
By: /s/ John E. Lenhard
---------------------------------------
(John E. Lenhard, as Attorney-in-Fact)
Original powers of attorney authorizing John S. Brinzo, Cynthia B.
Bezik, Joseph H. Ballway, Jr., 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.
17
18
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 26, 1996 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 26,
1996 and incorporated by reference) Not Applicable
Instruments defining rights of security holders,
including indentures
----------------------
4(a) Form of Common Stock Certificate Filed Herewith
4(b) Rights Agreement, dated September 19, 1997, by and between
Cleveland-Cliffs Inc and First Chicago Trust Company of New
York, as Rights Agent (filed as Exhibit 4.1 to Form 8-K of
Cleveland-Cliffs Inc filed on September 19, 1997 and
incorporated by reference) Not Applicable
4(c) Credit Agreement, dated as of March 1, 1995, among
Cleveland-Cliffs Inc, the Banks named therein and Chase
Manhattan Bank, as Agent (successor to Chemical Bank)
(filed as Exhibit 4(o) to Form 10- K of Cleveland-Cliffs
Inc filed on March 27, 1995 and incorporated by reference) Not Applicable
4(d) Amendment dated as of July 19, 1996, to the Credit
Agreement dated as of March 1, 1995, among Cleveland-Cliffs
Inc, the Banks named therein and Chase Manhattan Bank, as
Agent (filed as Exhibit 4(a) to Form 10-Q of
Cleveland-Cliffs Inc filed on November 13, 1996 and
incorporated by reference) Not Applicable
18
19
4(e) Amendment dated as of June 1, 1997, to the Credit Agreement
dated as of March 1, 1995, as amended, among
Cleveland-Cliffs Inc, the Banks named therein and Chase
Manhattan Bank, as Agent (filed as Exhibit 4(a) to Form
10-Q of Cleveland-Cliffs Inc filed on August 13, 1997 and
incorporated by reference) Not Applicable
4(f) Note Agreement, dated as of December 15, 1995, among
Cleveland-Cliffs Inc and each of the Purchasers named in
Schedule I thereto (filed as Exhibit 4(n) to Form 10-K of
Cleveland-Cliffs Inc filed on March 26, 1996 and
incorporated by reference) Not Applicable
Material Contracts
------------------
10(a) * Cleveland-Cliffs Inc Supplemental Retirement Benefit Plan
(as Amended and Restated, effective January 1, 1997), dated
April 24, 1997 (filed as Exhibit 10(l) to Form 10-Q of
Cleveland-Cliffs Inc filed on August 13, 1997 and
incorporated by reference) Not Applicable
10(b) * Cleveland-Cliffs Inc Amended and Restated Employment
Agreements with certain executive officers, dated as of
June 30, 1997 (filed as Exhibit 10(j) to Form 10-Q of
Cleveland-Cliffs Inc filed on August 13, 1997 and
incorporated by reference) Not Applicable
10(c) * Amendment No. 1, dated as of December 31, 1997, to Amended
and Restated Employment Agreement of John S. Brinzo Filed Herewith
10(d) * Cleveland-Cliffs Inc and Subsidiaries Management
Performance Incentive Plan, dated as of January 1, 1994
(Summary Description) (filed as Exhibit 10(g) to Form 10-K
of Cleveland-Cliffs Inc filed on March 27, 1995 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.
19
20
10(e) 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(i) to Form 10-K of
Cleveland-Cliffs Inc filed on March 26, 1996 and incorporated by
reference) Not Applicable
10(f) Form of indemnification agreements with Directors (filed as
Exhibit 10(j) to Form 10-K of Cleveland-Cliffs Inc filed on March
26, 1996 and incorporated by reference) Not Applicable
10(g) * Cleveland-Cliffs Inc 1987 Incentive Equity Plan, effective as of
April 29, 1987 (filed as Exhibit 10(h) to Form 10-K of
Cleveland-Cliffs Inc filed on March 26, 1997 and incorporated by
reference) Not Applicable
10(h) * Cleveland-Cliffs Inc 1992 Incentive Equity Plan (as Amended and
Restated as of May 13, 1997), effective as of May 13, 1997 (filed
as Appendix A to Proxy Statement of Cleveland-Cliffs Inc filed on
March 24, 1997 and incorporated by reference) Not Applicable
10(i) * Form of Nonqualified Stock Option Agreement for Nonemployee
Directors Filed Herewith
10(j) * Form of Instrument of Amendment of Nonqualified Stock Option
Agreements for Nonemployee Directors, dated as of March 17, 1997
(filed as Exhibit 10(a) to Form 10-Q of Cleveland-Cliffs Inc filed
on May 9, 1997 and incorporated by reference) Not Applicable
10(k)* Amended and Restated Cleveland-Cliffs Inc Retirement Plan for
Non-Employee Directors effective as of July 1, 1995 (filed as
Exhibit 10(a) to Form 10-Q of Cleveland-Cliffs Inc filed on
November 13, 1996 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.
20
21
10(l) * Trust Agreement No. 1 (Amended and Restated effective June 1,
1997), dated June 12, 1997, by and between Cleveland-Cliffs Inc
and Key Trust Company of Ohio, N.A., Trustee, with respect to the
Cleveland-Cliffs Inc Supplemental Retirement Benefit Plan and
certain employment agreements (filed as Exhibit 10(a) to Form 10-Q
of Cleveland-Cliffs Inc filed on August 13, 1997 and incorporated
by reference) Not Applicable
10(m) * Trust Agreement No. 2 (Amended and Restated effective June 1,
1997), dated June 12, 1997, by and between Cleveland-Cliffs Inc
and Key Trust Company of Ohio, N.A., Trustee, 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 employment agreements (filed as Exhibit 10(b) to Form 10-Q
of Cleveland-Cliffs Inc filed on August 13, 1997 and incorporated
by reference) Not Applicable
10(n) * First Amendment to Trust Agreement No. 2 (Amended and Restated
effective June 1, 1997), dated July 15, 1997, by and between
Cleveland-Cliffs Inc and Key Trust Company of Ohio, N.A., Trustee
(filed as Exhibit 10(c) to Form 10-Q of Cleveland-Cliffs Inc filed
on August 13, 1997 and incorporated by reference) Not Applicable
10(o) * Trust Agreement No. 4, dated as of October 28, 1987, by and
between Cleveland-Cliffs Inc and Key Trust Company of Ohio, N.A.,
Trustee, with respect to the Plan for Deferred Payment of
Directors' Fees (filed as Exhibit 10(p) to Form 10-K of
Cleveland-Cliffs Inc filed on March 26, 1996 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.
21
22
10(p) * First Amendment to Trust Agreement No. 4, dated as of April 9,
1991, by and between Cleveland-Cliffs Inc and Key Trust Company of
Ohio, N.A., Trustee and Second Amendment to Trust Agreement No. 4
dated as of March 9, 1992 by and between Cleveland-Cliffs Inc and
Key Trust Company of Ohio, N.A., Trustee (filed as Exhibit 10(q)
to Form 10-K of Cleveland-Cliffs Inc filed on March 26, 1996 and
incorporated by reference) Not Applicable
10(q) * Third Amendment to Trust Agreement No. 4, dated June 12, 1997, by
and between Cleveland-Cliffs Inc and Key Trust Company of Ohio,
N.A., Trustee (filed as Exhibit 10(d) to Form 10-Q of
Cleveland-Cliffs Inc filed on August 13, 1997 and incorporated by
reference) Not Applicable
10(r) * Trust Agreement No. 5, dated as of October 28, 1987, by and
between Cleveland-Cliffs Inc and Key Trust Company of Ohio, N.A.,
Trustee, with respect to the Cleveland-Cliffs Inc Voluntary
Non-Qualified Deferred Compensation Plan (filed as Exhibit 10(r)
to Form 10-K of Cleveland-Cliffs Inc filed on March 26, 1996 and
incorporated by reference) Not Applicable
10(s)* First Amendment to Trust Agreement No. 5, dated as of May 12,
1989, by and between Cleveland-Cliffs Inc and Key Trust Company of
Ohio N.A., Trustee, Second Amendment to Trust Agreement No. 5
dated as of April 9, 1991 by and between Cleveland- Cliffs Inc and
Key Trust Company of Ohio, N.A., Trustee and Third Amendment to
Trust Agreement No. 5 dated as of March 9, 1992, by and between
Cleveland-Cliffs Inc and Key Trust Company of Ohio, N.A., Trustee
(filed as Exhibit 10(s) to Form 10-K of Cleveland-Cliffs Inc filed
on March 26, 1996 and incorporated by reference) Not Applicable
10(t) * Fourth Amendment to Trust Agreement No. 5, dated November 18,
1994, by and between Cleveland- Cliffs Inc and Key Trust Company
of Ohio, N.A., Trustee (filed as Exhibit 10(dd) to Form 10-K of
Cleveland-Cliffs Inc filed on March 27, 1995 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.
22
23
10(u) * Fifth Amendment to Trust Agreement No. 5, dated May 23, 1997, by
and between Cleveland-Cliffs Inc and Key Trust Company of Ohio,
N.A., Trustee (filed as Exhibit 10(e) to Form 10-Q of
Cleveland-Cliffs Inc filed on August 13, 1997 and incorporated by
reference) Not Applicable
10(v) * Amended and Restated Trust Agreement No. 6, dated as of March 9,
1992, by and between Cleveland- Cliffs Inc and Key Trust Company
of Ohio, N.A., Trustee, with respect to indemnification agreements
with directors (filed as Exhibit 10(t) to Form 10-K of
Cleveland-Cliffs Inc filed on March 26, 1996 and incorporated by
reference) Not Applicable
10(w) * First Amendment to Amended and Restated Trust Agreement No. 6,
dated June 12, 1997, by and between Cleveland-Cliffs Inc and Key
Trust Company of Ohio, N.A., Trustee (filed as Exhibit 10(f) to
Form 10-Q of Cleveland-Cliffs Inc filed on August 13, 1997 and
incorporated by reference) Not Applicable
10(x) * Trust Agreement No. 7, dated as of April 9, 1991, by and between
Cleveland-Cliffs Inc and Key Trust Company of Ohio, N.A., Trustee,
with respect to the Cleveland-Cliffs Inc Supplemental Retirement
Benefit Plan, as amended by First Amendment to Trust Agreement No.
7 by and between Cleveland- Cliffs Inc and Key Trust Company of
Ohio, N.A., Trustee, (filed as Exhibit 10(u) to Form 10-K of
Cleveland-Cliffs Inc filed on March 26, 1996 and incorporated by
reference) Not Applicable
10(y) * Second Amendment to Trust Agreement No. 7, dated November 18,
1994, by and between Cleveland- Cliffs Inc and Key Trust Company
of Ohio, N.A., Trustee, (filed as Exhibit 10(ee) to Form 10-K of
Cleveland-Cliffs Inc filed on March 27, 1995 and incorporated by
reference) Not Applicable
10(z) * Third Amendment to Trust Agreement No. 7, dated May 23, 1997, by
and between Cleveland-Cliffs Inc and Key Trust Company of Ohio,
N.A., Trustee (filed as Exhibit 10(g) to Form 10-Q of
Cleveland-Cliffs Inc filed on August 13, 1997 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(aa) * Fourth Amendment to Trust Agreement No. 7, dated July 15, 1997, by
and between Cleveland-Cliffs Inc and Key Trust Company of Ohio,
N.A., Trustee (filed as Exhibit 10(h) to Form 10-Q of
Cleveland-Cliffs Inc filed on August 13, 1997 and incorporated by
reference) Not Applicable
10(bb) * Trust Agreement No. 8, dated as of April 9, 1991, by and between
Cleveland-Cliffs Inc and Key Trust Company of Ohio, N.A., Trustee,
with respect to the Cleveland-Cliffs Inc Retirement Plan for Non-
Employee Directors, as amended by First Amendment to Trust
Agreement No. 8 by and between Cleveland-Cliffs Inc and Key Trust
Company of Ohio, N.A., Trustee (filed as Exhibit 10(v) to Form
10-K of Cleveland-Cliffs Inc filed on March 26, 1996 and
incorporated by reference) Not Applicable
10(cc) * Second Amendment to Trust Agreement No. 8, dated June 12, 1997, by
and between Cleveland-Cliffs Inc and Key Trust Company of Ohio,
N.A., Trustee (filed as Exhibit 10(i) to Form 10-Q of
Cleveland-Cliffs Inc filed on August 13, 1997 and incorporated by
reference) Not Applicable
10(dd) * Trust Agreement No. 9, dated as of November 20, 1996, by and
between Cleveland-Cliffs Inc and Key Trust Company of Ohio, N.A.,
Trustee, with respect to the Cleveland-Cliffs Inc Nonemployee
Directors' Supplemental Compensation Plan (filed as Exhibit 10(v)
to Form 10-K of Cleveland-Cliffs Inc filed on March 26, 1997 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(ee) * Trust Agreement No. 10, dated as of November 20, 1996, by and
between Cleveland-Cliffs Inc and Key Trust Company of Ohio, N.A.,
Trustee, with respect to the Cleveland-Cliffs Inc Nonemployee
Directors' Compensation Plan(filed as Exhibit 10(w) to Form 10-K
of Cleveland-Cliffs Inc filed on March 26, 1997 and incorporated
by reference) Not Applicable
10(ff) * Severance Pay Plan for Key Employees of Cleveland-Cliffs Inc (as
Amended and Restated as of February 1, 1997), dated June 26, 1997
(filed as Exhibit 10(k) to Form 10-Q of Cleveland-Cliffs Inc filed
on August 13, 1997 and incorporated by reference) Not Applicable
10(gg) * Cleveland-Cliffs Inc Voluntary Non-Qualified Deferred Compensation
Plan, Amended and Restated as of December 1, 1996 (filed as
Exhibit 10(z) to Form 10-K of Cleveland-Cliffs Inc filed on March
26, 1997 and incorporated by reference) Not Applicable
10(hh) * Cleveland-Cliffs Inc Long-Term Performance Share Program,
effective as of March 31, 1994, as amended as of January 13, 1997
(filed as Exhibit 10(n) to Form 10-Q of Cleveland-Cliffs Inc filed
on August 13, 1997 and incorporated by reference) Not Applicable
10(ii) * Cleveland-Cliffs Inc Nonemployee Directors Supplemental
Compensation Plan, effective as of July 1, 1995 (filed as Exhibit
10(b) to Form 10-Q of Cleveland-Cliffs Inc filed on November 13,
1996 and incorporated by reference) Not Applicable
10(jj) * Cleveland-Cliffs Inc Nonemployee Directors' Compensation Plan,
effective as of July 1, 1996 (filed as Appendix A to Proxy
Statement of Cleveland-Cliffs Inc filed on March 25, 1996 and
incorporated by reference) Not Applicable
10(kk) * First Amendment to Cleveland-Cliffs Inc Nonemployee Directors'
Compensation Plan, effective as of November 12, 1996 (filed as
Exhibit 10(dd) to Form 10-K of Cleveland-Cliffs Inc filed on March
26, 1997 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(ll) * Second Amendment to Cleveland-Cliffs Inc Nonemployee Directors'
Compensation Plan, effective as of May 13, 1997 (filed as Exhibit
10(m) to Form 10-Q of Cleveland-Cliffs Inc filed on August 13,
1997 and incorporated by reference) Not Applicable
10(mm) Stock Purchase Agreement, dated as of September 30, 1994, among
Cleveland-Cliffs Inc, Cliffs Minnesota Minerals Company and Cyprus
Amax Minerals Company (filed as Exhibit 2 to Form 8-K of
Cleveland-Cliffs Inc filed on October 13, 1994 and incorporated by
reference, and to which certain portions of which were accorded
"Confidential Information" pursuant to order of the Securities and
Exchange Commission, dated December 21, 1994) Not Applicable
13 Selected portions of 1997 Annual Report to
Security Holders
13(a) Management's Discussion and Analysis of Financial Condition Filed Herewith
and Results of Operations (Page 28-38)
13(b) Report of Independent Auditors Filed Herewith
(Page 39)
13(c) Statement of Consolidated Financial Position Filed Herewith
(Page 40-41)
13(d) Statement of Consolidated Income Filed Herewith
(Page 42)
13(e) Statement of Consolidated Cash Flows Filed Herewith
(Page 43)
13(f) Statement of Consolidated Shareholders' Filed Herewith
Equity (Page 44)
13(g) Notes to Consolidated Financial Statements Filed Herewith
(Page 45-62)
13(h) Quarterly Results of Operations/Common Share Price Filed Herewith
Performance and Dividends (Page 63)
- --------
* Reflects management contract or other compensatory arrangement required to be
filed as an Exhibit pursuant to Item 14(c) of this Report.
26
27
13(i) Investor and Corporate Information Filed Herewith
(Page 64)
13(j) Summary of Financial and Other Statistical Data Filed Herewith
(Page 65-66)
21 Subsidiaries of the registrant Filed Herewith
(Page 67-69)
23 Consent of independent auditors Filed Herewith
(Page 70)
24 Power of Attorney Filed Herewith
(Page 71)
27 Consolidated Financial Data Schedule submitted for
Securities and Exchange Commission information
27.1 December 31, 1997 --
27.2 December 31, 1996 --
27.3 December 31, 1995 --
99 Additional Exhibits
99(a) Schedule II - Valuation and Qualifying Filed Herewith
Accounts (Page 72)
27