abracky
3 days ago
Cleveland-Cliffs Reports First-Quarter 2024 Results and Announces New $1.5 Billion Share Repurchase Program
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) today reported first-quarter results for the period ended March 31, 2024.
First Quarter 2024 Highlights
Repurchased 30.4 million shares, or 6% of total outstanding
Revenues of $5.2 billion
Steel shipments of 3.9 million net tons
GAAP net loss of $53 million and adjusted net income1 of $87 million
Adjusted EPS1 of $0.18 per diluted share
Adjusted EBITDA2 of $414 million
70% Adjusted EBITDA2 improvement year-over-year and 48% increase quarter-over-quarter
Liquidity of $4.0 billion as of March 31, 2024
Retired all remaining secured notes
First-quarter 2024 revenues were $5.2 billion, compared to $5.1 billion in the fourth quarter of 2023.
For the first quarter of 2024, the Company recorded a net loss of $53 million, or $0.14 per diluted share, with adjusted net income1 of $87 million, or $0.18 per diluted share. Included in the results were charges and losses totaling $202 million primarily related to the indefinite idle of the Weirton tinplate facility and loss on extinguishment of debt. This compares to a fourth quarter 2023 net loss of $139 million, or $0.31 per diluted share, with an adjusted net loss2 of $25 million, or $0.05 per diluted share.
First-quarter 2024 Adjusted EBITDA2 was $414 million, compared to $279 million in the fourth quarter of 2023 and $243 million in the first quarter of 2023.
During the first quarter of 2024, the Company repurchased 30.4 million CLF common shares, fully utilizing the remaining balance of $608 million under the previously authorized $1 billion share repurchase program. The average stock purchase price for the entire program was $18.79 per share. Following the completion of the program, the Cliffs Board of Directors has authorized a new share repurchase program for the Company to buy back up to $1.5 billion of its outstanding common shares. The Company will have ample flexibility to buy CLF shares via acquisitions in the open market or privately negotiated transactions. The Company is not obligated to make any purchases and the program may be suspended or discontinued at any time. The new program is effective today and does not have a specific expiration date.
Cliffs’ Chairman, President and CEO Lourenco Goncalves said: “Our first quarter results were highlighted by the resiliency of automotive production in the United States, which helped to offset a temporary buyers strike from service centers in January and February. With more automotive and less service center business, first quarter mix was richer than originally anticipated, driving both our average selling prices and production costs higher than expected.”
Mr. Goncalves added: “In the first quarter, we returned capital to our shareholders at an aggressive rate. Our stock was cheap throughout the quarter and remains so, driving the exhaustion of our previous $1 billion share repurchase authorization and the commencement of another larger one. Buying our own stock is clearly a better use of capital than any M&A opportunities at current valuations -- so that's our primary focus."
Mr. Goncalves continued: “This quarter, our efforts towards green steel production were recognized in an unprecedented way. As a result of our strong track record with emissions reductions and labor relations, we became the largest intended recipient of federal grants toward decarbonization in the history of the United States. These investments will go toward two game-changing projects, not only with immense carbon reduction prospects, but also robust returns and manageable capital commitments.”
Mr. Goncalves concluded: “Looking forward, we expect to benefit in Q2 from the lower costs under our guidance, which we have maintained. Our largest end market, the automotive sector, is expected to remain strong. Orders from our service center customers have started to increase, with spot pricing also on the upswing. We are fortunate to have such a remarkable partnership with our workforce, and we will navigate this world of abundant opportunities together with our union partners.”
Steelmaking Segment Results
Three Months Ended
March 31,
Three Months
Ended
2024
2023
Dec. 31, 2023
External Sales Volumes - In Thousands
Steel Products (net tons)
3,940
4,085
4,039
Selling Price - Per Net Ton
Average net selling price per net ton of steel products
$
1,175
$
1,128
$
1,093
Operating Results - In Millions
Revenues
$
5,027
$
5,126
$
4,954
Cost of goods sold
(4,757
)
(5,032
)
(4,798
)
Gross margin
$
270
$
94
$
156
First-quarter 2024 steel product sales volumes of 3.9 million net tons consisted of 32% hot-rolled, 31% coated, 17% cold-rolled, 5% plate, 4% stainless and electrical, and 11% other, including slabs and rail.
Steelmaking revenues of $5.0 billion included $1.6 billion, or 32%, of direct sales to the automotive market; $1.4 billion, or 28%, of sales to the infrastructure and manufacturing market; $1.4 billion, or 28%, of sales to the distributors and converters market; and $606 million, or 12%, of sales to steel producers.
Liquidity and Cash Flow
Going forward, the Company has a stated target to maintain net debt at less than two and a half times the Company's trailing twelve months Adjusted EBITDA. The same leverage target would apply in the event of potential future M&A. As of March 31, 2024, the Company's net debt3 was $3.6 billion, well below the target level. The Company ended the first quarter of 2024 with total liquidity of $4.0 billion.
Outlook
The Company maintained all of its previously guided expectations for the full-year 2024, including:
Steel shipment volumes of 16.5 million net tons;
Year-over-year steel unit cost reductions of approximately $30 per net ton, corresponding to an approximate $500 million Adjusted EBITDA benefit compared to 2023; and
Capital expenditures of $675 to $725 million.
Cleveland-Cliffs Inc. will host a conference call on April 23, 2024, at 8:30 a.m. ET. The call will be broadcast live and archived on Cliffs' website: www.clevelandcliffs.com.
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, Cliffs also is the largest manufacturer of iron ore pellets in North America. The Company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling, and tubing. Cleveland-Cliffs is the largest supplier of steel to the automotive industry in North America and serves a diverse range of other markets due to its comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 28,000 people across its operations in the United States and Canada.
Forward-Looking Statements
This release contains statements that constitute "forward-looking statements" within the meaning of the federal securities laws. All statements other than historical facts, including, without limitation, statements regarding our current expectations, estimates and projections about our industry or our businesses, are forward-looking statements. We caution investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following: continued volatility of steel, iron ore and scrap metal market prices, which directly and indirectly impact the prices of the products that we sell to our customers; uncertainties associated with the highly competitive and cyclical steel industry and our reliance on the demand for steel from the automotive industry; potential weaknesses and uncertainties in global economic conditions, excess global steelmaking capacity, oversupply of iron ore, prevalence of steel imports and reduced market demand; severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges of one or more of our major customers, key suppliers or contractors, which, among other adverse effects, could disrupt our operations or lead to reduced demand for our products, increased difficulty collecting receivables, and customers and/or suppliers asserting force majeure or other reasons for not performing their contractual obligations to us; risks related to U.S. government actions with respect to Section 232 of the Trade Expansion Act of 1962 (as amended by the Trade Act of 1974), the United States-Mexico-Canada Agreement and/or other trade agreements, tariffs, treaties or policies, as well as the uncertainty of obtaining and maintaining effective antidumping and countervailing duty orders to counteract the harmful effects of unfairly traded imports; impacts of existing and increasing governmental regulation, including potential environmental regulations relating to climate change and carbon emissions, and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorizations of, or from, any governmental or regulatory authority and costs related to implementing improvements to ensure compliance with regulatory changes, including potential financial assurance requirements, and reclamation and remediation obligations; potential impacts to the environment or exposure to hazardous substances resulting from our operations; our ability to maintain adequate liquidity, our level of indebtedness and the availability of capital could limit our financial flexibility and cash flow necessary to fund working capital, planned capital expenditures, acquisitions, and other general corporate purposes or ongoing needs of our business, or to repurchase our shares; our ability to reduce our indebtedness or return capital to shareholders within the currently expected timeframes or at all; adverse changes in credit ratings, interest rates, foreign currency rates and tax laws; the outcome of, and costs incurred in connection with, lawsuits, claims, arbitrations or governmental proceedings relating to commercial and business disputes, antitrust claims, environmental matters, government investigations, occupational or personal injury claims, property-related matters, labor and employment matters, or suits involving legacy operations and other matters; supply chain disruptions or changes in the cost, quality or availability of energy sources, including electricity, natural gas and diesel fuel, critical raw materials and supplies, including iron ore, industrial gases, graphite electrodes, scrap metal, chrome, zinc, other alloys, coke and metallurgical coal, and critical manufacturing equipment and spare parts; problems or disruptions associated with transporting products to our customers, moving manufacturing inputs or products internally among our facilities, or suppliers transporting raw materials to us; the risk that the cost or time to implement a strategic or sustaining capital project may prove to be greater than originally anticipated; our ability to consummate any public or private acquisition transactions and to realize any or all of the anticipated benefits or estimated future synergies, as well as to successfully integrate any acquired businesses into our existing businesses; uncertainties associated with natural or human-caused disasters, adverse weather conditions, unanticipated geological conditions, critical equipment failures, infectious disease outbreaks, tailings dam failures and other unexpected events; cybersecurity incidents relating to, disruptions in, or failures of, information technology systems that are managed by us or third parties that host or have access to our data or systems, including the loss, theft or corruption of sensitive or essential business or personal information and the inability to access or control systems; liabilities and costs arising in connection with any business decisions to temporarily or indefinitely idle or permanently close an operating facility or mine, which could adversely impact the carrying value of associated assets and give rise to impairment charges or closure and reclamation obligations, as well as uncertainties associated with restarting any previously idled operating facility or mine; our level of self-insurance and our ability to obtain sufficient third-party insurance to adequately cover potential adverse events and business risks; uncertainties associated with our ability to meet customers' and suppliers' decarbonization goals and reduce our greenhouse gas emissions in alignment with our own announced targets; challenges to maintaining our social license to operate with our stakeholders, including the impacts of our operations on local communities, reputational impacts of operating in a carbon-intensive industry that produces greenhouse gas emissions, and our ability to foster a consistent operational and safety track record; our actual economic mineral reserves or reductions in current mineral reserve estimates, and any title defect or loss of any lease, license, easement or other possessory interest for any mining property; our ability to maintain satisfactory labor relations with unions and employees; unanticipated or higher costs associated with pension and other post-employment benefit obligations resulting from changes in the value of plan assets or contribution increases required for unfunded obligations; uncertain availability or cost of skilled workers to fill critical operational positions and potential labor shortages caused by experienced employee attrition or otherwise, as well as our ability to attract, hire, develop and retain key personnel; the amount and timing of any repurchases of our common shares; and potential significant deficiencies or material weaknesses in our internal control over financial reporting.
For additional factors affecting the business of Cliffs, refer to Part I – Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023, and other filings with the U.S. Securities and Exchange Commission.
CLEVELAND-CLIFFS INC. AND SUBSIDIARIES
STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED OPERATIONS
Three Months Ended
March 31,
Three Months
Ended
(In millions, except per share amounts)
2024
2023
Dec. 31, 2023
Revenues
$
5,199
$
5,295
$
5,112
Operating costs:
Cost of goods sold
(4,914
)
(5,196
)
(4,944
)
Selling, general and administrative expenses
(132
)
(127
)
(169
)
Restructuring and other charges
(104
)
—
—
Asset impairments
(64
)
—
—
Goodwill impairment
—
—
(125
)
Miscellaneous – net
(23
)
(3
)
26
Total operating costs
(5,237
)
(5,326
)
(5,212
)
Operating loss
(38
)
(31
)
(100
)
Other income (expense):
Interest expense, net
(64
)
(77
)
(63
)
Loss on extinguishment of debt
(21
)
—
—
Net periodic benefit credits other than service cost component
60
50
54
Other non-operating income
2
2
1
Total other expense
(23
)
(25
)
(8
)
Loss from continuing operations before income taxes
(61
)
(56
)
(108
)
Income tax benefit (expense)
8
13
(30
)
Loss from continuing operations
(53
)
(43
)
(138
)
Income (loss) from discontinued operations, net of tax
—
1
(1
)
Net loss
(53
)
(42
)
(139
)
Income attributable to noncontrolling interests
(14
)
(15
)
(16
)
Net loss attributable to Cliffs shareholders
$
(67
)
$
(57
)
$
(155
)
Loss per common share attributable to Cliffs shareholders - basic
Continuing operations
$
(0.14
)
$
(0.11
)
$
(0.31
)
Discontinued operations
—
—
—
$
(0.14
)
$
(0.11
)
$
(0.31
)
Loss per common share attributable to Cliffs shareholders - diluted
Continuing operations
$
(0.14
)
$
(0.11
)
$
(0.31
)
Discontinued operations
—
—
—
$
(0.14
)
$
(0.11
)
$
(0.31
)
CLEVELAND-CLIFFS INC. AND SUBSIDIARIES
STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL POSITION
(In millions)
March 31,
2024
December 31,
2023
ASSETS
Current assets:
Cash and cash equivalents
$
30
$
198
Accounts receivable, net
1,868
1,840
Inventories
4,449
4,460
Other current assets
122
138
Total current assets
6,469
6,636
Non-current assets:
Property, plant and equipment, net
8,771
8,895
Goodwill
1,005
1,005
Pension and OPEB assets
344
329
Other non-current assets
647
672
TOTAL ASSETS
$
17,236
$
17,537
LIABILITIES
Current liabilities:
Accounts payable
$
2,051
$
2,099
Accrued employment costs
449
511
Accrued expenses
318
380
Other current liabilities
578
518
Total current liabilities
3,396
3,508
Non-current liabilities:
Long-term debt
3,664
3,137
Pension and OPEB liabilities
791
821
Deferred income taxes
628
639
Other non-current liabilities
1,315
1,310
TOTAL LIABILITIES
9,794
9,415
TOTAL EQUITY
7,442
8,122
TOTAL LIABILITIES AND EQUITY
$
17,236
$
17,537
CLEVELAND-CLIFFS INC. AND SUBSIDIARIES
STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED CASH FLOWS
Three Months Ended
March 31,
(In millions)
2024
2023
OPERATING ACTIVITIES
Net loss
$
(53
)
$
(42
)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation, depletion and amortization
230
242
Restructuring and other charges
104
—
Asset impairments
64
—
Pension and OPEB credits
(51
)
(40
)
Loss on extinguishment of debt
21
—
Other
44
35
Changes in operating assets and liabilities:
Accounts receivable, net
(27
)
(257
)
Inventories
(8
)
207
Income taxes
(1
)
15
Pension and OPEB payments and contributions
(32
)
(30
)
Payables, accrued employment and accrued expenses
(170
)
(90
)
Other, net
21
(79
)
Net cash provided (used) by operating activities
abracky
3 weeks ago
Cleveland-Cliffs Issues Sustainability Report for 2023
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) announced today the release of its Sustainability Report 2023. The Report informs about Cleveland-Cliffs’ continued progress on environmental, social and governance (ESG) performance for 2023, including its achievements in reducing greenhouse gas (GHG) emissions and decarbonization initiatives. It also includes a Limited Assurance Review issued by Deloitte & Touche LLP.
The Sustainability Report 2023 details how Cleveland-Cliffs’ steel products help advance the transition to a low-carbon economy, providing updates and highlights related to Cleveland-Cliffs’ most important sustainability topics, including climate and GHG emissions, water, waste, talent management, labor and community relations, health and safety, and corporate governance. The Report includes a Performance Metrics table that presents 3-year trended data on a comprehensive set of sustainability metrics, as well as Cliffs’ Statement of GHG Emissions, which discloses consolidated Scope 1 and 2 GHG emissions data for 2023.
Lourenco Goncalves, Cleveland-Cliffs’ Chairman, President and Chief Executive Officer said, “With our GHG emissions intensity 28% better than the global steel industry average, Cleveland-Cliffs is one of the cleanest and most energy-efficient blast furnace steel producers in the world. Through our advancements in steelmaking by the BF-BOF route, we supply our customers with lower carbon intensive steel. We took a major step forward in 2023 and early 2024 in this endeavor by completing successful trials of hydrogen injection into blast furnaces at our Middletown and Indiana Harbor integrated steel mills.”
Mr. Goncalves continued, “As we grow, we continue to foster a culture of safety and inclusion at Cliffs. I thank all our employees, particularly our union workforce, for their continued dedication to safe production.”
Cleveland-Cliffs proudly upholds its commitment to sustainability as evidenced by the following highlights from the 2023 report:
Continued downward trend of Cleveland-Cliffs’ Scope 1 and 2 GHG emissions intensity per ton of crude steel (both company-wide and integrated mill average);
Specifically, Cleveland-Cliffs’ BF-BOF average emissions intensity was reduced to 1.54 metric tons CO2e per metric ton of crude steel produced (from 1.60 in 2022), a number 28% lower than the 2023 global average of 2.15;
Strengthened the Company’s partnerships with prominent labor unions, including successfully negotiating new labor contracts covering employees at numerous operations;
Cultivated partnership with the U.S. Department of Energy and other relevant organizations in successful pursuit of industrial decarbonization projects through technologies such as hydrogen use, electrification and direct reduction;
Enhanced health and safety resources and employee engagement programs to further support workers and operations;
Continued engagement with local communities, including expanding strategic partnerships and increasing charitable donations and employee giving to total $7.5 million for 2023; and
Continued to improve scoring and transparency on sustainability ratings platforms such as CDP, an international nonprofit organization that manages the global disclosure system for investors, companies, cities, states and regions to manage their environmental impacts.
Cleveland-Cliffs’ Sustainability Report 2023 is accessible online in the “Sustainability” section of the Company’s corporate website, www.clevelandcliffs.com, where a printable PDF version of the report is also available.
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, Cliffs is also the largest manufacturer of iron ore pellets in North America. The Company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling, and tubing. Cleveland-Cliffs is the largest supplier of steel to the automotive industry in North America and serves a diverse range of other markets due to its comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 28,000 people across its operations in the United States and Canada.
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abracky
1 month ago
Cleveland-Cliffs Selected to Receive $575 Million in US Department of Energy Investments for Two Projects to Accelerate Industrial Decarbonization Technologies
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) announced today that two of its projects have been selected for award negotiations for up to $575 million in total funding from the United States Department of Energy (DOE) to pursue two decarbonization investments at Middletown Works in Ohio and Butler Works in Pennsylvania. Following successful negotiations, these projects will allow for substantial reductions in greenhouse gas (GHG) emissions across the Cliffs’ footprint and will also create efficiencies that meaningfully drive down operating costs while securing and growing good-paying Union jobs. This federal funding is being made available through DOE’s Industrial Demonstrations Program funded through the Infrastructure Investment and Jobs Act and the Inflation Reduction Act.
Middletown Works DRI Plant and Electric Melting Furnaces (up to $500 million grant)
If awarded, the Company would replace its existing blast furnace at its Middletown Works Facility in Middletown, Ohio with a 2.5mtpa Hydrogen-Ready Direct Reduced Iron (DRI) Plant and two 120 MW Electric Melting Furnaces (EMF) to feed molten iron to the existing infrastructure already on site, including the BOF, Caster, Hot Strip Mill, and various finishing facilities. Middletown will maintain its existing raw steel production capacity of approximately 3 million net tons per year and will no longer use coke for iron production. The EMF technology is well established and, together with the injection of hydrogen in blast furnaces, is a preferred route for meaningful reduction in carbon emissions for integrated steelmakers worldwide.
The process will dramatically reduce carbon emissions intensity, and will consolidate Middletown Works as the most advanced, lowest GHG emitting integrated iron and steel facility in the world. The facility will have the flexibility to be fueled by natural gas, which would reduce current ironmaking carbon intensity by over 50%; a mix of natural gas and clean Hydrogen; or clean Hydrogen, which would reduce current ironmaking carbon intensity by over 90%.
Hydrogen demand from this “flex-fuel” DRI plant stands to support DOE’s “Hydrogen Earthshot” and DOE’s Hydrogen hub initiatives.
The new facility is expected to reduce production costs by approximately $150 per net ton of liquid steel produced, or a $450 million annual savings relative to the existing configuration. These savings do not consider any of the premiums expected to be generated from sales of low-carbon steel, such as Cliffs H2™ and Cliffs HMAX™.
This investment will secure 2,500 jobs at Middletown Works, where the unionized workforce is represented by the International Association of Machinists (IAM). The flex-fuel DRI plant and EMFs will require 170 additional jobs. The project will result in 1,200 building trades jobs during peak construction.
As the DRI facility can be fed with standard, blast-furnace grade pellets, the project will take full advantage of the Company’s United Steelworkers (USW) represented iron ore mining and pelletizing units. The new configuration also avoids the use of significant amounts of prime scrap metal, which Cliffs anticipates will become shorter in supply and higher in cost throughout the rest of the decade. The process will also allow Cliffs to maintain the level of quality of the steel produced, which would otherwise be degraded with increased scrap usage, maintaining the Company’s leading position in the automotive end market.
The net capital outlay for Cliffs will be approximately $1.3 billion, net of capital avoidance on the existing blast furnace and coke plants, over a 5-year period primarily starting in 2025 and expected to conclude by 2029. Cliffs’ portion will be funded using liquidity on hand and its own free cash flow generation. The Middletown site offers enough available space to construct the new facility without encumbering the existing processes, effectively eliminating interference risks during the construction and commissioning phase. Cliffs thanks both Midrex and Hatch for their collaboration in developing the initial planning for this transformational project.
The Company does not anticipate any material capital spending related to this project to occur in 2024 and maintains its current capital expenditures outlook for this year, reiterating its capital allocation priorities currently focused on executing more aggressive share buybacks.
Butler Works Induction Reheat Furnaces (up to $75 million grant)
If awarded, Cliffs would also replace two of its existing natural-gas fired high-temperature slab reheat furnaces at Butler Works in Butler, Pennsylvania with four Electrified Induction Slab Reheat Furnaces, to bring optimum efficiency to its production of electrical steels, a critical component of the electrification of America and the greening of the electrical grid.
The primary benefits of this project are lower carbon emissions, substantially reduced energy costs and improvements in slab quality, allowing for approximately 25,000 tons of additional production capacity from improved process yield. This investment will secure 1,300 jobs at Butler Works, where employees are represented by the United Auto Workers (UAW). The project will require 220 building trades jobs at peak construction.
The company also expects to generate approximately $80 million in annual cost savings and yield improvements following the installation of the new equipment. The net cost of this facility to Cliffs is expected to be $100 million spent over a 4-year period.
Lourenco Goncalves, Cliffs’ Chairman, President, and Chief Executive Officer said: “Completion of our $1 billion clean hydrogen-ready Toledo DR Plant through the depths of COVID stood as strong evidence of Cliffs’ expertise and resolve to drive down emissions. We are grateful for the support of the Department of Energy and their recognition of Cleveland-Cliffs’ strong leadership in steel decarbonization. Through these selections, DOE recognized and rewarded Cleveland-Cliffs’ track record of successfully executing large capital projects that result in operational efficiencies and lower GHG emissions.”
Mr. Goncalves added: “The investment at Middletown Works is confirmation that Cleveland-Cliffs is the benchmark for iron and steelmaking technology in the world, ahead of Japan, Korea, Europe, and China. Our experience in using natural gas has seamlessly catalyzed our transition into using hydrogen. Middletown and Butler Works are both critically important to the success of Cleveland-Cliffs and the industrial might of the United States. Both plants support good-paying, middle-class union jobs. We appreciate the Biden Administration’s shared belief that union jobs are essential for continued success of manufacturing, supply chains, infrastructure, and defense in the United States. In addition, these projects have remarkably strong IRR’s and short payback periods. The Department of Energy has facilitated a perfect situation for our union workforce, our decarbonization endeavors, our communities in Ohio and Pennsylvania, and our shareholders.”
U.S. Senator Sherrod Brown stated, “This partnership will ensure that IAM steelworkers in Middletown remain at the forefront of the global steel industry. This is why we passed the Bipartisan Infrastructure Law and the Inflation Reduction Act – to ensure Ohio manufacturing continues to lead the world in the technologies that will drive our economy for decades to come.” Brown continued, “The Cleveland-Cliffs Middletown Works plant will support growing industries in Ohio while creating good-paying jobs, and ensuring that Ohio remains a national leader in manufacturing and innovation.”
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, Cliffs also is the largest manufacturer of iron ore pellets in North America. The Company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling, and tubing. Cleveland-Cliffs is the largest supplier of steel to the automotive industry in North America and serves a diverse range of other markets due to its comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 28,000 people across its operations in the United States and Canada.
Forward-Looking Statements
This release contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. All statements other than historical facts, including, without limitation, statements regarding our current expectations, estimates and projections about our industry or our businesses, are forward-looking statements. We caution investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following: continued volatility of steel, iron ore and scrap metal market prices, which directly and indirectly impact the prices of the products that we sell to our customers; uncertainties associated with the highly competitive and cyclical steel industry and our reliance on the demand for steel from the automotive industry; potential weaknesses and uncertainties in global economic conditions, excess global steelmaking capacity, oversupply of iron ore, prevalence of steel imports and reduced market demand; severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges of one or more of our major customers, key suppliers or contractors, which, among other adverse effects, could disrupt our operations or lead to reduced demand for our products, increased difficulty collecting receivables, and customers and/or suppliers asserting force majeure or other reasons for not performing their contractual obligations to us; risks related to U.S. government actions with respect to Section 232 of the Trade Expansion Act of 1962 (as amended by the Trade Act of 1974), the United States-Mexico-Canada Agreement and/or other trade agreements, tariffs, treaties or policies, as well as the uncertainty of obtaining and maintaining effective antidumping and countervailing duty orders to counteract the harmful effects of unfairly traded imports; impacts of existing and increasing governmental regulation, including potential environmental regulations relating to climate change and carbon emissions, and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorizations of, or from, any governmental or regulatory authority and costs related to implementing improvements to ensure compliance with regulatory changes, including potential financial assurance requirements, and reclamation and remediation obligations; potential impacts to the environment or exposure to hazardous substances resulting from our operations; our ability to maintain adequate liquidity, our level of indebtedness and the availability of capital could limit our financial flexibility and cash flow necessary to fund working capital, planned capital expenditures, acquisitions, and other general corporate purposes or ongoing needs of our business, or to repurchase our common shares; our ability to reduce our indebtedness or return capital to shareholders within the currently expected timeframes or at all; adverse changes in credit ratings, interest rates, foreign currency rates and tax laws; the outcome of, and costs incurred in connection with, lawsuits, claims, arbitrations or governmental proceedings relating to commercial and business disputes, antitrust claims, environmental matters, government investigations, occupational or personal injury claims, property-related matters, labor and employment matters, or suits involving legacy operations and other matters; supply chain disruptions or changes in the cost, quality or availability of energy sources, including electricity, natural gas and diesel fuel, critical raw materials and supplies, including iron ore, industrial gases, graphite electrodes, scrap metal, chrome, zinc, other alloys, coke and metallurgical coal, and critical manufacturing equipment and spare parts; problems or disruptions associated with transporting products to our customers, moving manufacturing inputs or products internally among our facilities, or suppliers transporting raw materials to us; the risk that the cost or time to implement a strategic or sustaining capital project may prove to be greater than originally anticipated; our ability to consummate any public or private acquisition transactions and to realize any or all of the anticipated benefits or estimated future synergies, as well as to successfully integrate any acquired businesses into our existing businesses; uncertainties associated with natural or human-caused disasters, adverse weather conditions, unanticipated geological conditions, critical equipment failures, infectious disease outbreaks, tailings dam failures and other unexpected events; cybersecurity incidents relating to, disruptions in, or failures of, information technology systems that are managed by us or third parties that host or have access to our data or systems, including the loss, theft or corruption of sensitive or essential business or personal information and the inability to access or control systems; liabilities and costs arising in connection with any business decisions to temporarily or indefinitely idle or permanently close an operating facility or mine, which could adversely impact the carrying value of associated assets and give rise to impairment charges or closure and reclamation obligations, as well as uncertainties associated with restarting any previously idled operating facility or mine; our level of self-insurance and our ability to obtain sufficient third-party insurance to adequately cover potential adverse events and business risks; uncertainties associated with our ability to meet customers’ and suppliers’ decarbonization goals and reduce our greenhouse gas emissions in alignment with our own announced targets; challenges to maintaining our social license to operate with our stakeholders, including the impacts of our operations on local communities, reputational impacts of operating in a carbon-intensive industry that produces greenhouse gas emissions, and our ability to foster a consistent operational and safety track record; our actual economic mineral reserves or reductions in current mineral reserve estimates, and any title defect or loss of any lease, license, easement or other possessory interest for any mining property; our ability to maintain satisfactory labor relations with unions and employees; unanticipated or higher costs associated with pension and other post-employment benefit obligations resulting from changes in the value of plan assets or contribution increases required for unfunded obligations; uncertain availability or cost of skilled workers to fill critical operational positions and potential labor shortages caused by experienced employee attrition or otherwise, as well as our ability to attract, hire, develop and retain key personnel; the amount and timing of any repurchases of our common shares; and potential significant deficiencies or material weaknesses in our internal control over financial reporting.
For additional factors affecting the business of Cliffs, refer to Part I – Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023, and other filings with the U.S. Securities and Exchange Commission.
?
View source version on businesswire.com: https://www.businesswire.com/news/home/20240325479918/en/
MEDIA CONTACT:
Patricia Persico
Senior Director, Corporate Communications
(216) 694-5316
INVESTOR CONTACT:
James Kerr
Director, Investor Relations
(216) 694-7719
abracky
1 month ago
Cleveland-Cliffs Announces Final Results of Tender Offer
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) announced today the expiration of and final results for its previously announced offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 6.750% Senior Secured Notes due 2026 (the “Notes”). The Tender Offer expired at 5:00 p.m., New York City time, on March 13, 2024 (the “Expiration Time”).
On March 18, 2024, the Company purchased $639,737,000 in principal amount of the Notes that were validly tendered and not validly withdrawn prior to the Expiration Time.
According to information received from Global Bondholder Services Corporation, the Information Agent and Depositary for the Tender Offer, the following table sets forth details regarding the total aggregate principal amount of the Notes validly tendered and not validly withdrawn as of the Expiration Time or tendered pursuant to the guaranteed delivery procedures and the principal amount of the Notes that will be accepted for purchase by the Company today:
Title of Security
CUSIP Number & ISIN
Principal
Amount
Outstanding
Principal
Amount
Tendered
Principal Amount to be
Accepted on
3/18/2024
6.750% Senior
Secured Notes
due 2026
144A:
$828,927,000
$639,737,000
$639,737,000
CUSIP: 185899AG6
ISIN:
US185899AG62
REG S:
CUSIP: U1852LAF4
ISIN:
USU1852LAF41
In addition, on March 4, 2024, the Company issued a conditional notice of redemption for all of the Notes outstanding following the settlement of the Tender Offer at a redemption price of 101.688% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date (which is expected to be April 3, 2024) pursuant to the terms of the indenture governing the Notes. At this date, the Company will no longer have any Secured Notes outstanding.
Wells Fargo Securities, LLC served as Dealer Manager for the Tender Offer. Global Bondholder Services Corporation served as the Information Agent and Depositary for the Tender Offer. Questions regarding the Tender Offer may be directed to Wells Fargo Securities, LLC at 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attn: Liability Management Group, (866) 309-6316 (toll-free), (704) 410-4759 (collect) or by email to liabilitymanagement@wellsfargo.com.
This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, Cliffs also is the largest manufacturer of iron ore pellets in North America. The Company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling, and tubing. Cleveland-Cliffs is the largest supplier of steel to the automotive industry in North America and serves a diverse range of other markets due to its comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 28,000 people across its operations in the United States and Canada.
Forward-Looking Statements
This release contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. All statements other than historical facts, including, without limitation, statements regarding our current expectations, estimates and projections about our industry or our businesses, are forward-looking statements. We caution investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following: continued volatility of steel, iron ore and scrap metal market prices, which directly and indirectly impact the prices of the products that we sell to our customers; uncertainties associated with the highly competitive and cyclical steel industry and our reliance on the demand for steel from the automotive industry; potential weaknesses and uncertainties in global economic conditions, excess global steelmaking capacity, oversupply of iron ore, prevalence of steel imports and reduced market demand; severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges of one or more of our major customers, key suppliers or contractors, which, among other adverse effects, could disrupt our operations or lead to reduced demand for our products, increased difficulty collecting receivables, and customers and/or suppliers asserting force majeure or other reasons for not performing their contractual obligations to us; risks related to U.S. government actions with respect to Section 232 of the Trade Expansion Act of 1962 (as amended by the Trade Act of 1974), the United States-Mexico-Canada Agreement and/or other trade agreements, tariffs, treaties or policies, as well as the uncertainty of obtaining and maintaining effective antidumping and countervailing duty orders to counteract the harmful effects of unfairly traded imports; impacts of existing and increasing governmental regulation, including potential environmental regulations relating to climate change and carbon emissions, and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorizations of, or from, any governmental or regulatory authority and costs related to implementing improvements to ensure compliance with regulatory changes, including potential financial assurance requirements, and reclamation and remediation obligations; potential impacts to the environment or exposure to hazardous substances resulting from our operations; our ability to maintain adequate liquidity, our level of indebtedness and the availability of capital could limit our financial flexibility and cash flow necessary to fund working capital, planned capital expenditures, acquisitions, and other general corporate purposes or ongoing needs of our business, or to repurchase our common shares; our ability to reduce our indebtedness or return capital to shareholders within the currently expected timeframes or at all; adverse changes in credit ratings, interest rates, foreign currency rates and tax laws; the outcome of, and costs incurred in connection with, lawsuits, claims, arbitrations or governmental proceedings relating to commercial and business disputes, antitrust claims, environmental matters, government investigations, occupational or personal injury claims, property-related matters, labor and employment matters, or suits involving legacy operations and other matters; supply chain disruptions or changes in the cost, quality or availability of energy sources, including electricity, natural gas and diesel fuel, critical raw materials and supplies, including iron ore, industrial gases, graphite electrodes, scrap metal, chrome, zinc, other alloys, coke and metallurgical coal, and critical manufacturing equipment and spare parts; problems or disruptions associated with transporting products to our customers, moving manufacturing inputs or products internally among our facilities, or suppliers transporting raw materials to us; the risk that the cost or time to implement a strategic or sustaining capital project may prove to be greater than originally anticipated; our ability to consummate any public or private acquisition transactions and to realize any or all of the anticipated benefits or estimated future synergies, as well as to successfully integrate any acquired businesses into our existing businesses; uncertainties associated with natural or human-caused disasters, adverse weather conditions, unanticipated geological conditions, critical equipment failures, infectious disease outbreaks, tailings dam failures and other unexpected events; cybersecurity incidents relating to, disruptions in, or failures of, information technology systems that are managed by us or third parties that host or have access to our data or systems, including the loss, theft or corruption of sensitive or essential business or personal information and the inability to access or control systems; liabilities and costs arising in connection with any business decisions to temporarily or indefinitely idle or permanently close an operating facility or mine, which could adversely impact the carrying value of associated assets and give rise to impairment charges or closure and reclamation obligations, as well as uncertainties associated with restarting any previously idled operating facility or mine; our level of self-insurance and our ability to obtain sufficient third-party insurance to adequately cover potential adverse events and business risks; uncertainties associated with our ability to meet customers’ and suppliers’ decarbonization goals and reduce our greenhouse gas emissions in alignment with our own announced targets; challenges to maintaining our social license to operate with our stakeholders, including the impacts of our operations on local communities, reputational impacts of operating in a carbon-intensive industry that produces greenhouse gas emissions, and our ability to foster a consistent operational and safety track record; our actual economic mineral reserves or reductions in current mineral reserve estimates, and any title defect or loss of any lease, license, easement or other possessory interest for any mining property; our ability to maintain satisfactory labor relations with unions and employees; unanticipated or higher costs associated with pension and other post-employment benefit obligations resulting from changes in the value of plan assets or contribution increases required for unfunded obligations; uncertain availability or cost of skilled workers to fill critical operational positions and potential labor shortages caused by experienced employee attrition or otherwise, as well as our ability to attract, hire, develop and retain key personnel; the amount and timing of any repurchases of our common shares; and potential significant deficiencies or material weaknesses in our internal control over financial reporting.
For additional factors affecting the business of Cliffs, refer to Part I – Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023, and other filings with the U.S. Securities and Exchange Commission
?
View source version on businesswire.com: https://www.businesswire.com/news/home/20240317053261/en/
MEDIA CONTACT:
Patricia Persico
Senior Director, Corporate Communications
(216) 694-5316
INVESTOR CONTACT:
James Kerr
Director, Investor Relations
(216) 694-7719
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