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I see that. I going to try 10,000 at $15
He knows he has a great company.
Cleveland-Cliffs Reaches Tentative Labor Agreement with the IAM for its Middletown Works Operation
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) announced today that it has reached a tentative agreement with the International Association of Machinists and Aerospace Workers (IAM) Local 1943 on a new 4-year agreement for its Middletown Works steelmaking operation. The contract will be effective on May 15, 2023, and will cover approximately 2,100 hourly employees.
Lourenco Goncalves, Chairman, President and Chief Executive Officer of Cleveland-Cliffs said, “The new labor agreement with our valued IAM employees at Middletown represents another win-win for Cliffs and our union partners. We have a strong and loyal workforce as a result of these great relationships. Continued healthy partnerships like this one are the backbone of our future success, and we look forward to accomplishing our shared goals together.”
Middletown Works is an integrated steel operation with carbon steel melting, casting, hot and cold rolling, and finishing operations to produce a number of carbon and stainless steels for the automotive and other industries.
The agreement is now pending ratification by IAM local union memberships.
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 27,000 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, which has been experiencing supply chain disruptions, such as the semiconductor shortage, and higher consumer interest rates, which could result in lower steel volumes being demanded; potential weaknesses and uncertainties in global economic conditions, excess global steelmaking capacity, oversupply of iron ore, prevalence of steel imports and reduced market demand, including as a result of inflationary pressures, the COVID-19 pandemic, conflicts or otherwise; severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges of one or more of our major customers, including customers in the automotive market, 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; disruptions to our operations relating to an infectious disease outbreak or the COVID-19 pandemic, including workforce challenges and the risk that novel variants will prove resistant to existing vaccines or that new or continuing lockdowns in China will impact our ability to source certain critical supplies in a timely and predictable manner; 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; 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, including adverse impacts as a result of the Inflation Reduction Act of 2022; 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 damage, labor and employment matters, or suits involving legacy operations and other matters; uncertain availability or cost, due to inflation or otherwise, of critical manufacturing equipment and spare parts; supply chain disruptions or changes in the cost, quality or availability of energy sources, including electricity, natural gas and diesel fuel, or critical raw materials and supplies, including iron ore, industrial gases, graphite electrodes, scrap metal, chrome, zinc, coke and metallurgical coal; 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; 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, 2022, and other filings with the U.S. Securities and Exchange Commission.
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Analysts Offer Insights on Materials Companies: Cleveland-Cliffs (CLF) and Crown Holdings (CCK)
TipRanks
Apr. 25, 2023, 03:31 AM
CLF
16.06
-0.15 (-0.93%)
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There’s a lot to be optimistic about in the Materials sector as 2 analysts just weighed in on Cleveland-Cliffs (CLF – Research Report) and Crown Holdings (CCK – Research Report) with bullish sentiments.
Cleveland-Cliffs (CLF)
Morgan Stanley analyst Carlos De Alba maintained a Buy rating on Cleveland-Cliffs yesterday and set a price target of $26.00. The company’s shares closed last Monday at $16.21.
According to TipRanks.com, Alba is a 5-star analyst with an average return of 25.5% and a 60.0% success rate. Alba covers the Basic Materials sector, focusing on stocks such as Compania de Minas Buenaventura SAA, United States Steel, and Nexa Resources SA.
Currently, the analyst consensus on Cleveland-Cliffs is a Moderate Buy with an average price target of $22.30.
Cleveland-Cliffs Reports First-Quarter 2023 Results
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) today reported first-quarter results for the period ended March 31, 2023.
Selected financial results for the first quarter of 2023 include:
Revenues of $5.3 billion
Steel shipments of 4.1 million net tons
GAAP net loss of $42 million, or $0.11 per diluted share attributable to Cliffs shareholders
Adjusted EBITDA1 of $243 million
36% of Steelmaking revenues from direct automotive sales
First-quarter 2023 revenues were $5.3 billion, compared to $5.0 billion in the fourth quarter of 2022.
For the first quarter of 2023, the Company recorded a GAAP net loss of $42 million, corresponding to a GAAP net loss per diluted share attributable to Cliffs shareholders of $0.11. In the fourth quarter of 2022, the Company recorded a GAAP net loss of $204 million, corresponding to a GAAP net loss of $0.41 per diluted share.
First-quarter 2023 Adjusted EBITDA1 was $243 million, compared to $123 million in the fourth quarter of 2022.
Cliffs' Chairman, President, and CEO Lourenco Goncalves said: “In the first quarter, direct sales to automotive clients in our mix increased to 36%, confirming our view that our most important market is strong, and getting stronger. We expect that, throughout 2023, Cleveland-Cliffs should benefit from higher sales volumes to the automotive sector, and also from the increased prices we were able to achieve in our yearly renegotiations with each one of the car manufacturers that have Cleveland-Cliffs as their largest supplier of automotive steel. With the final batch of yearly fixed-price contracts -- the ones dated April 1st -- successfully renewed, our outlook for a significant EBITDA expansion in Q2 remains intact.”
Mr. Goncalves added: “As we expect to continue to happen going forward, in Q1 we accomplished our goal of increasing steel shipments to above 4 million tons. Improved demand from our automotive clients has allowed us to be more selective when selling flat-rolled steel to the general marketplace, allowing us in Q1 to implement several price increases to non-contract clients. With further results from the cost side, we expect 2023 to be another year of great cash flow generation.”
Steelmaking Segment Results
Three Months Ended
March 31,
Three Months
Ended
2023
2022
Dec. 31, 2022
External Sales Volumes
Steel Products (net tons)
4,085
3,637
3,838
Selling Price - Per Net Ton
Average net selling price per net ton of steel products
$
1,128
$
1,446
$
1,156
Operating Results - In Millions
Revenues
$
5,126
$
5,794
$
4,902
Cost of goods sold
(5,032
)
(4,572
)
(4,966
)
Gross margin
$
94
$
1,222
$
(64
)
First-quarter 2023 steel product sales volumes of 4.1 million net tons consisted of 36% hot-rolled, 29% coated, 15% cold-rolled, 5% plate, 4% stainless and electrical, and 11% other, including slabs and rail.
Steelmaking revenues of $5.1 billion included $1.9 billion, or 36%, of direct sales to the automotive market; $1.3 billion, or 25%, of sales to the infrastructure and manufacturing market; $1.3 billion, or 25%, of sales to the distributors and converters market; and $701 million, or 14%, of sales to steel producers.
Liquidity and Cash Flow
As of April 21, 2023, the Company had total liquidity of approximately $3.1 billion, which reflected the use of net proceeds of the $750 million of Senior Unsecured Notes offering completed on April 14, 2023. These proceeds were used to reduce the borrowings under the Company's existing asset-based lending facility.
Capital Expenditures Outlook
Cliffs has lowered its full-year 2023 capital expenditures expectation to $675 to $725 million, from its previous expectation of $700 to $750 million.
Conference Call Information
Cleveland-Cliffs Inc. will host a conference call on April 25, 2023, at 10 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 27,000 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, which has been experiencing supply chain disruptions, such as the semiconductor shortage, and higher consumer interest rates, which could result in lower steel volumes being demanded; potential weaknesses and uncertainties in global economic conditions, excess global steelmaking capacity, oversupply of iron ore, prevalence of steel imports and reduced market demand, including as a result of inflationary pressures, the COVID-19 pandemic, conflicts or otherwise; severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges of one or more of our major customers, including customers in the automotive market, 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; disruptions to our operations relating to an infectious disease outbreak or the COVID-19 pandemic, including workforce challenges and the risk that novel variants will prove resistant to existing vaccines or that new or continuing lockdowns in China will impact our ability to source certain critical supplies in a timely and predictable manner; 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; 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, including adverse impacts as a result of the Inflation Reduction Act of 2022; 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 damage, labor and employment matters, or suits involving legacy operations and other matters; uncertain availability or cost, due to inflation or otherwise, of critical manufacturing equipment and spare parts; supply chain disruptions or changes in the cost, quality or availability of energy sources, including electricity, natural gas and diesel fuel, or critical raw materials and supplies, including iron ore, industrial gases, graphite electrodes, scrap metal, chrome, zinc, coke and metallurgical coal; 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; 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, 2022, and other filings with the U.S. Securities and Exchange Commission.
FINANCIAL TABLES FOLLOW
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)
2023
2022
Dec. 31, 2022
Revenues
$
5,295
$
5,955
$
5,044
Operating costs:
Cost of goods sold
(5,196
)
(4,706
)
(5,104
)
Selling, general and administrative expenses
(127
)
(122
)
(116
)
Miscellaneous – net
(3
)
(33
)
(6
)
Total operating costs
(5,326
)
(4,861
)
(5,226
)
Operating income (loss)
(31
)
1,094
(182
)
Other income (expense):
Interest expense, net
(77
)
(77
)
(71
)
Gain (loss) on extinguishment of debt
—
(14
)
1
Net periodic benefit credits other than service cost component
50
49
64
Other non-operating income (expense)
2
(2
)
2
Total other expense
(25
)
(44
)
(4
)
Income (loss) from continuing operations before income taxes
(56
)
1,050
(186
)
Income tax benefit (expense)
13
(237
)
(19
)
Income (loss) from continuing operations
(43
)
813
(205
)
Income from discontinued operations, net of tax
1
1
1
Net income (loss)
(42
)
814
(204
)
Income attributable to noncontrolling interest
(15
)
(13
)
(10
)
Net income (loss) attributable to Cliffs shareholders
$
(57
)
$
801
$
(214
)
Earnings (loss) per common share attributable to Cliffs shareholders - basic
Continuing operations
$
(0.11
)
$
1.54
$
(0.41
)
Discontinued operations
—
—
—
$
(0.11
)
$
1.54
$
(0.41
)
Earnings (loss) per common share attributable to Cliffs shareholders - diluted
Continuing operations
$
(0.11
)
$
1.50
$
(0.41
)
Discontinued operations
—
—
—
$
(0.11
)
$
1.50
$
(0.41
)
CLEVELAND-CLIFFS INC. AND SUBSIDIARIES
STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL POSITION
(In millions)
March 31,
2023
December 31,
2022
ASSETS
Current assets:
Cash and cash equivalents
$
59
$
26
Accounts receivable, net
2,216
1,960
Inventories
4,923
5,130
Other current assets
246
306
Total current assets
7,444
7,422
Non-current assets:
Property, plant and equipment, net
8,950
9,070
Goodwill
1,130
1,130
Pension and OPEB, asset
370
356
Other non-current assets
758
777
TOTAL ASSETS
$
18,652
$
18,755
LIABILITIES
Current liabilities:
Accounts payable
$
2,173
$
2,186
Accrued employment costs
388
429
Accrued expenses
271
383
Other current liabilities
628
551
Total current liabilities
3,460
3,549
Non-current liabilities:
Long-term debt
4,559
4,249
Pension liability, non-current
465
473
OPEB liability, non-current
572
585
Deferred income taxes
527
590
Other non-current liabilities
1,276
1,267
TOTAL LIABILITIES
10,859
10,713
TOTAL EQUITY
7,793
8,042
TOTAL LIABILITIES AND EQUITY
$
18,652
$
18,755
CLEVELAND-CLIFFS INC. AND SUBSIDIARIES
STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED CASH FLOWS
Three Months Ended
March 31,
(In millions)
2023
2022
OPERATING ACTIVITIES
Net income (loss)
$
(42
)
$
814
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Depreciation, depletion and amortization
242
301
Impairment of long-lived assets
—
29
Deferred income taxes
(4
)
57
Pension and OPEB credits
(40
)
(27
)
Loss on extinguishment of debt
—
14
Other
39
25
Changes in operating assets and liabilities:
Accounts receivable, net
(257
)
(512
)
Inventories
207
(372
)
Income taxes
15
180
Pension and OPEB payments and contributions
(30
)
(60
)
Payables, accrued employment and accrued expenses
(90
)
109
Other, net
(79
)
(25
)
Net cash provided (used) by operating activities
(39
)
533
INVESTING ACTIVITIES
Purchase of property, plant and equipment
(188
)
(236
)
Other investing activities
3
1
Net cash used by investing activities
(185
)
(235
)
FINANCING ACTIVITIES
Repurchase of common shares
—
(19
)
Repayments of debt
—
(360
)
Borrowings under credit facilities
1,646
1,715
Repayments under credit facilities
(1,339
)
(1,609
)
Other financing activities
(50
)
(38
)
Net cash provided (used) by financing activities
257
(311
)
Net increase (decrease) in cash and cash equivalents
Current Report Filing (8-k)
Source: Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 14, 2023
CLEVELAND-CLIFFS INC.
(Exact name of registrant as specified in its charter)
Ohio1-894434-1464672(State or Other Jurisdiction of Incorporation or Organization)(Commission File Number)(IRS Employer Identification No.)
200 Public Square,Suite 3300,Cleveland,Ohio44114-2315(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code: (216) 694-5700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
?Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)?Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)?Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))?Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registered:Common Shares, par value $0.125 per shareCLFNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging growth company
?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Item 1.01.Entry into a Material Definitive Agreement.
On April 14, 2023, Cleveland-Cliffs Inc. (the “Company”) issued $750,000,000 aggregate principal amount of 6.750% senior unsecured guaranteed notes due 2030 (the “Notes”) in a private transaction exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Notes have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
The Notes were issued pursuant to an indenture, dated as of April 14, 2023 (the “Indenture”), among the Company, the guarantors party thereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
The Notes bear interest at an annual rate of 6.750%. Interest on the Notes is payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2023. The Notes will mature on April 15, 2030.
The Notes are the Company’s general unsecured senior obligations and rank equally in right of payment with all of the Company’s existing and future unsecured senior indebtedness and will rank senior in right of payment to all of the Company’s existing and future subordinated indebtedness. The Notes are effectively subordinated to the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. The Notes are guaranteed on an unsecured senior basis by the Company’s material direct and indirect wholly-owned domestic subsidiaries and, therefore, are structurally senior to any of the Company’s existing and future indebtedness that is not guaranteed by such guarantors and are structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s subsidiaries that do not guarantee the Notes.
The terms of the Notes are governed by the Indenture. The Indenture contains customary covenants that, among other things, limit the Company’s and its subsidiaries’ ability to create certain liens on property that secure indebtedness, enter into sale and leaseback transactions, merge or consolidate with another company, and transfer or sell all or substantially all of the Company’s assets. Upon the occurrence of a “change of control triggering event,” as defined in the Indenture, the Company is required to offer to repurchase the Notes at 101% of the aggregate principal amount thereof, plus any accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The Company may, at its option, redeem some or all of the Notes at any time and from time to time prior to April 15, 2026, at a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a “make-whole” premium.
From and after April 15, 2026, the Company may, at its option, redeem some or all of the Notes at an initial redemption price of 103.375% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Such redemption price will decline each year after April 15, 2026, and will be 100% of their principal amount, plus accrued and unpaid interest, beginning on April 15, 2028.
In addition, at any time and from time to time on or prior to April 15, 2026, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional notes) with the net cash proceeds from one or more equity offerings, at a redemption price of 106.750%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, so long as at least 65% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional notes) issued under the Indenture remain outstanding after each such redemption.
The Indenture contains customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding Notes to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the Notes.
The Company intends to use the net proceeds from the Notes to repay a portion of the borrowings outstanding under its existing asset-based revolving credit facility entered into on March 13, 2020.
2
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, a copy of which is anticipated to be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The terms of the Indenture and the Notes are summarized in Item 1.01 of this Current Report on Form 8-K and are incorporated into this Item 2.03 by reference.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CLEVELAND-CLIFFS INC.Date:April 14, 2023By:/s/ James D. GrahamName:James D. GrahamTitle:Executive Vice President, Human Resources, Chief Legal and Administrative Officer & Secretary
4
The Minnesota Department of Natural Resource’s environmental assessment worksheet, or EAW, released this week outlines work associated with Cleveland-Cliffs’ 650-acre expansion of Northshore Mining’s tailings basin, including the relocation of a railroad, extension of two dams, construction of a switchback and the development of a “clay borrow site.”
https://www.duluthnewstribune.com/news/local/dnr-releases-environmental-review-for-stream-mitigation-expansion-of-tailings-basin
Cleveland-Cliffs
Shares of iron ore miner and steelmaker Cleveland-Cliffs Inc. (NYSE: CLF) have dropped by about 46% over the past 12 months, including a boost of 14% over the past six months. The decline began just over a year ago, and the stock posted its 52-week low in early November. The company released preliminary results for the first quarter last week, forecasting a profit of around $200 million on sales of $5.2 billion. That sent the stock up about 10%, a gain that has since been given back. The company reports first-quarter results after markets close on Monday.
Of 12 brokerages covering Cleveland-Cliffs stock, five have a Buy or Strong Buy rating and the others rate it at Hold. At a recent price of around $16.90 a share, the implied gain based on a median price target of $22.50 is 33.7%. At the high price target of $27.00, the upside potential is nearly 60%.
Analysts forecast first-quarter revenue of $5.21 billion, which would be up 3.4% sequentially but down 12.6% year over year. Analysts anticipate an adjusted loss per share of $0.14, down from a per-share loss of 0.43 in the prior quarter and way below EPS of $1.57 in the year-ago quarter. For the full 2023 fiscal year, analysts expect to see EPS of $1.75, down 33.6%, on sales of $21.35 billion, down 7.1%.
The stock trades at 9.6 times expected 2023 EPS, 7.1 times estimated 2024 earnings of $2.39 and 7.9 times estimated 2025 earnings of $2.14 per share. The stock’s 52-week trading range is $11.82 to $32.72, and the company does not pay an annual dividend. Total shareholder return over the past year was negative 46.23%.
Great info.
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Current Report Filing (8-k)
Source: Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 14, 2023
CLEVELAND-CLIFFS INC.
(Exact name of registrant as specified in its charter)
Ohio1-894434-1464672(State or Other Jurisdiction of Incorporation or Organization)(Commission File Number)(IRS Employer Identification No.)
200 Public Square,Suite 3300,Cleveland,Ohio44114-2315(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code: (216) 694-5700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
?Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)?Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)?Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))?Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registered:Common Shares, par value $0.125 per shareCLFNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging growth company
?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Item 1.01.Entry into a Material Definitive Agreement.
On April 14, 2023, Cleveland-Cliffs Inc. (the “Company”) issued $750,000,000 aggregate principal amount of 6.750% senior unsecured guaranteed notes due 2030 (the “Notes”) in a private transaction exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Notes have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
The Notes were issued pursuant to an indenture, dated as of April 14, 2023 (the “Indenture”), among the Company, the guarantors party thereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
The Notes bear interest at an annual rate of 6.750%. Interest on the Notes is payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2023. The Notes will mature on April 15, 2030.
The Notes are the Company’s general unsecured senior obligations and rank equally in right of payment with all of the Company’s existing and future unsecured senior indebtedness and will rank senior in right of payment to all of the Company’s existing and future subordinated indebtedness. The Notes are effectively subordinated to the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. The Notes are guaranteed on an unsecured senior basis by the Company’s material direct and indirect wholly-owned domestic subsidiaries and, therefore, are structurally senior to any of the Company’s existing and future indebtedness that is not guaranteed by such guarantors and are structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s subsidiaries that do not guarantee the Notes.
The terms of the Notes are governed by the Indenture. The Indenture contains customary covenants that, among other things, limit the Company’s and its subsidiaries’ ability to create certain liens on property that secure indebtedness, enter into sale and leaseback transactions, merge or consolidate with another company, and transfer or sell all or substantially all of the Company’s assets. Upon the occurrence of a “change of control triggering event,” as defined in the Indenture, the Company is required to offer to repurchase the Notes at 101% of the aggregate principal amount thereof, plus any accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The Company may, at its option, redeem some or all of the Notes at any time and from time to time prior to April 15, 2026, at a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a “make-whole” premium.
From and after April 15, 2026, the Company may, at its option, redeem some or all of the Notes at an initial redemption price of 103.375% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Such redemption price will decline each year after April 15, 2026, and will be 100% of their principal amount, plus accrued and unpaid interest, beginning on April 15, 2028.
In addition, at any time and from time to time on or prior to April 15, 2026, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional notes) with the net cash proceeds from one or more equity offerings, at a redemption price of 106.750%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, so long as at least 65% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional notes) issued under the Indenture remain outstanding after each such redemption.
The Indenture contains customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding Notes to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the Notes.
The Company intends to use the net proceeds from the Notes to repay a portion of the borrowings outstanding under its existing asset-based revolving credit facility entered into on March 13, 2020.
2
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, a copy of which is anticipated to be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The terms of the Indenture and the Notes are summarized in Item 1.01 of this Current Report on Form 8-K and are incorporated into this Item 2.03 by reference.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CLEVELAND-CLIFFS INC.Date:April 14, 2023By:/s/ James D. GrahamName:James D. GrahamTitle:Executive Vice President, Human Resources, Chief Legal and Administrative Officer & Secretary
4
Cleveland-Cliffs Completes Offering of $750 Million of Senior Unsecured Guaranteed Notes due 2030
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) announced today that it has closed its previously priced offering of $750 million aggregate principal amount of senior unsecured guaranteed notes due 2030 (the “Notes”), which were priced at 6.75% annual coupon and issued at par.
The Company intends to use the net proceeds from the Notes to repay a portion of the borrowings under its existing asset-based revolving credit facility. The transaction is leverage neutral and interest expense neutral.
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 27,000 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, which has been experiencing supply chain disruptions, such as the semiconductor shortage, and higher consumer interest rates, which could result in lower steel volumes being demanded; potential weaknesses and uncertainties in global economic conditions, excess global steelmaking capacity, oversupply of iron ore, prevalence of steel imports and reduced market demand, including as a result of inflationary pressures, the COVID-19 pandemic, conflicts or otherwise; severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges of one or more of our major customers, including customers in the automotive market, 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; disruptions to our operations relating to an infectious disease outbreak or the COVID-19 pandemic, including workforce challenges and the risk that novel variants will prove resistant to existing vaccines or that new or continuing lockdowns in China will impact our ability to source certain critical supplies in a timely and predictable manner; 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; 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, including adverse impacts as a result of the Inflation Reduction Act of 2022; 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 damage, labor and employment matters, or suits involving legacy operations and other matters; uncertain availability or cost, due to inflation or otherwise, of critical manufacturing equipment and spare parts; supply chain disruptions or changes in the cost, quality or availability of energy sources, including electricity, natural gas and diesel fuel, or critical raw materials and supplies, including iron ore, industrial gases, graphite electrodes, scrap metal, chrome, zinc, coke and metallurgical coal; 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; 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, 2022, and other filings with the U.S. Securities and Exchange Commission.
?
View source version on businesswire.com: https://www.businesswire.com/news/home/20230414005316/en/
MEDIA CONTACT:
Patricia Persico
Senior Director, Corporate Communications
(216) 694-5316
INVESTOR CONTACT:
James Kerr
Manager, Investor Relations
(216) 694-7719
First GOP Debate of the 2024 Presidential Primaries Will Be Streamed Exclusively on Rumble
Source: GlobeNewswire Inc.?
Rumble, the video-sharing platform (NASDAQ: RUM), announced today that it has entered a partnership with the Republican National Committee (RNC) to be the exclusive live stream provider for the first debate of the Republican presidential primaries. The debate will be held in Milwaukee, Wisconsin, in August 2023, and will be hosted and broadcast on cable television by Fox News and the Young America’s Foundation. As the RNC’s digital live stream partner, Rumble will feature the debate on the platform’s homepage and make it available for viewers across the country on the RNC’s Rumble channel.
“I am so excited to announce that Rumble will be the RNC’s official streaming partner for the first Republican primary debate,” said RNC Chairwoman Ronna McDaniel. “This is a big step for our party and country, as Republican leaders we must continue to hold Big Tech accountable for their biases and silencing of conservatives. People deserve a fair, unbiased platform and that’s exactly what this partnership will provide – an opportunity for voters to watch the next President of the United States on the Republican debate stage on Rumble.”
“Rumble’s mission to protect free speech is not just a slogan, it runs through the DNA of our company,” said Rumble Chairman and CEO Chris Pavlovski. “We are thrilled to partner with the RNC to bring the debate stage online and help promote open dialogue. Rumble saw record traffic and user engagement during the 2022 midterms, and we’re ready to be the premier platform for all candidates in the 2024 elections.”
You can subscribe to updates from the RNC and catch live coverage of the debate at https://rumble.com/c/GOP.
ABOUT RUMBLE
Rumble is a high-growth neutral video platform that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble’s mission is to restore the internet to its roots by making it free and open once again. For more information, visit https://corp.rumble.com/.
Contact: press@rumble.com
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Rumble Signs Exclusive Livestreaming Agreement with JiDion
Source: GlobeNewswire Inc.?
Rumble, the video-sharing platform (NASDAQ: RUM), announced today that JiDion, the popular comedic video creator, will livestream exclusively on Rumble and create viral videos for on-demand streaming on the platform. Known for his prank videos and comedy podcasts, JiDion has quickly become an internet sensation with more than 6.8 million YouTube subscribers and 2.2 million Instagram followers.
“I want to take my content to the next level, and Rumble was the platform that will allow me to do that,” said JiDion.
“In recent months, I’ve been really focused on broadening our content portfolio. JiDion is one of the leaders in the online video community and a leader in the pranks space,” said Rumble Chairman and CEO Chris Pavlovski. “We are thrilled to have him on the platform and be one of the creators that will lead us in the live streaming space.”
You can subscribe to JiDion’s Rumble channel at https://rumble.com/JiDion.
ABOUT RUMBLE
Rumble is a high-growth neutral video platform that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble’s mission is to restore the internet to its roots by making it free and open once again. For more information, visit: https://corp.rumble.com.
Contact: press@rumble.com
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Rumble Signs Exclusive Livestreaming Agreement with DJ Akademiks
Source: GlobeNewswire Inc.?
Rumble, the video-sharing platform (NASDAQ: RUM), announced today that the popular media personality DJ Akademiks will livestream exclusively on Rumble three to five days a week. Known for his authentic voice, DJ Akademiks is a powerful culture and entertainment influencer with 5.2 million Instagram followers and 2.76 million YouTube subscribers. The Jamaican-American podcaster will cover the latest news in hip-hop music along with a satirical take on top headlines.
“I look forward to being one of the first to bring music and cultural conversations to a platform like Rumble," said DJ Akademiks. “There have been many bad decisions at larger platforms where they haven't put creators first and they are disconnected to the community. I feel now is an inflection point for streaming platforms. I couldn't be more excited to lead this effort on a platform that puts creators first.”
“Akademiks is one of the most influential personalities in the hip hop and cultural world,” said Rumble Chairman and CEO Chris Pavlovski. “Having him on Rumble sends a big statement to the other platforms on how serious we are in getting into different channels of content, from sports to music to culture.”
Tune in at 6 p.m. ET on Tuesday, April 11th, for his first live stream on Rumble.
You can subscribe to the DJ Akademiks Rumble channel at https://rumble.com/Akademiks.
ABOUT RUMBLE
Rumble is a high-growth neutral video platform that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble’s mission is to restore the internet to its roots by making it free and open once again. For more information, visit: https://corp.rumble.com.
Contact: press@rumble.com
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Cleveland-Cliffs Sees 1Q Revenue of $5.2 Billion, Plans Note Offering
Source: Dow Jones News
By Chris Wack
Cleveland-Cliffs Inc. said Tuesday it expects to see first-quarter revenue of $5.2 billion and steel shipments of 4.1 million net tons.
The company said its increase in profitability in the first three months of the year was driven by unit cost reductions.
Analysts polled by FactSet are expecting first-quarter revenue of $5.2 billion. The company had revenue of $5.04 billion in the fourth quarter.
Cleveland-Cliffs also said it intends to offer to sell $750 million of senior unsecured guaranteed notes due 2030. The notes will be guaranteed on a senior unsecured basis by the company's material direct and indirect wholly owned domestic subsidiaries.
The company intends to use the proceeds from the notes to repay a portion of the borrowings under its existing asset-based revolving credit facility.
Write to Chris Wack at chris.wack@wsj.com
(END) Dow Jones Newswires
April 11, 2023 08:23 ET (12:23 GMT)
Copyright (c) 2023 Dow Jones & Company, Inc.
Cleveland-Cliffs Announces Proposed Offering of $750 Million of Senior Unsecured Guaranteed Notes
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) announced today that it intends to offer to sell, subject to market and other conditions, $750 million aggregate principal amount of senior unsecured guaranteed notes due 2030 (the “Notes”) in an offering that is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Notes will be guaranteed on a senior unsecured basis by the Company’s material direct and indirect wholly-owned domestic subsidiaries, other than certain excluded subsidiaries.
The Company intends to use the net proceeds from the Notes to repay a portion of the borrowings under the Company’s existing asset-based revolving credit facility.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
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 27,000 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, which has been experiencing supply chain disruptions, such as the semiconductor shortage, and higher consumer interest rates, which could result in lower steel volumes being demanded; potential weaknesses and uncertainties in global economic conditions, excess global steelmaking capacity, oversupply of iron ore, prevalence of steel imports and reduced market demand, including as a result of inflationary pressures, the COVID-19 pandemic, conflicts or otherwise; severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges of one or more of our major customers, including customers in the automotive market, 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; disruptions to our operations relating to an infectious disease outbreak or the COVID-19 pandemic, including workforce challenges and the risk that novel variants will prove resistant to existing vaccines or that new or continuing lockdowns in China will impact our ability to source certain critical supplies in a timely and predictable manner; 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; 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, including adverse impacts as a result of the Inflation Reduction Act of 2022; 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 damage, labor and employment matters, or suits involving legacy operations and other matters; uncertain availability or cost, due to inflation or otherwise, of critical manufacturing equipment and spare parts; supply chain disruptions or changes in the cost, quality or availability of energy sources, including electricity, natural gas and diesel fuel, or critical raw materials and supplies, including iron ore, industrial gases, graphite electrodes, scrap metal, chrome, zinc, coke and metallurgical coal; 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; 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, 2022, and other filings with the U.S. Securities and Exchange Commission.
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Cleveland-Cliffs Provides Preliminary First-Quarter 2023 Results
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) today provided its preliminary first-quarter financial results for the period ended March 31, 2023.
Selected financial results expectations for the first quarter of 2023 include:
Steel shipments of 4.1 million net tons
Revenues of approximately $5.2 billion
Adjusted EBITDA1 of approximately $200 million
Lourenco Goncalves, Cliffs’ Chairman, President, and CEO said: “Confirming our previous guidance, Q1 EBITDA was significantly higher than Q4 EBITDA. The increase in profitability in Q1 was almost entirely driven by the unit cost reductions explained in detail on our last earnings call. As we start the second quarter and continue to execute on further cost reductions as planned, we are also enjoying the full benefits of the meaningful price increases Cleveland-Cliffs has implemented for this year, which cover contracts with automotive and non-auto clients, as well as transactional sales. With that, we expect Q2 EBITDA will be multiple times higher than Q1 EBITDA.”
As previously disclosed, Cliffs will announce its full first-quarter 2023 earnings results after the U.S. market close on Monday, April 24, 2023 and host its conference call on Tuesday, April 25, 2023, at 10:00 am ET. The call can be accessed at www.clevelandcliffs.com and will also be archived and available for replay at that address.
1Adjusted EBITDA is a non-GAAP financial measure that management uses in evaluating operating performance. The presentation of this measure is not intended to be considered in isolation from, as a substitute for, or as superior to, the financial information prepared and presented in accordance with U.S. GAAP. The presentation of this measure may be different from non-GAAP financial measures used by other companies. We are unable to reconcile, without unreasonable effort, our expected adjusted EBITDA to its most directly comparable GAAP financial measure, net income, due to the uncertainty and inherent difficulty of predicting the occurrence and the financial impact of items impacting comparability.
Note: Deloitte & Touche LLP has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto.
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 27,000 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, which has been experiencing supply chain disruptions, such as the semiconductor shortage, and higher consumer interest rates, which could result in lower steel volumes being demanded; potential weaknesses and uncertainties in global economic conditions, excess global steelmaking capacity, oversupply of iron ore, prevalence of steel imports and reduced market demand, including as a result of inflationary pressures, the COVID-19 pandemic, conflicts or otherwise; severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges of one or more of our major customers, including customers in the automotive market, 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; disruptions to our operations relating to an infectious disease outbreak or the COVID-19 pandemic, including workforce challenges and the risk that novel variants will prove resistant to existing vaccines or that new or continuing lockdowns in China will impact our ability to source certain critical supplies in a timely and predictable manner; 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; 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, including adverse impacts as a result of the Inflation Reduction Act of 2022; 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 damage, labor and employment matters, or suits involving legacy operations and other matters; uncertain availability or cost, due to inflation or otherwise, of critical manufacturing equipment and spare parts; supply chain disruptions or changes in the cost, quality or availability of energy sources, including electricity, natural gas and diesel fuel, or critical raw materials and supplies, including iron ore, industrial gases, graphite electrodes, scrap metal, chrome, zinc, coke and metallurgical coal; 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; 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, 2022, and other filings with the U.S. Securities and Exchange Commission.
?
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MEDIA CONTACT:
Patricia Persico
Senior Director, Corporate Communications
(216) 694-5316
INVESTOR CONTACT:
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Manager, Investor Relations
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Cleveland-Cliffs to Announce First-Quarter 2023 Earnings Results on April 24 and Host Conference Call on April 25
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) will announce its first-quarter 2023 earnings results after the U.S. market close on Monday, April 24, 2023.
The Company invites interested parties to listen to a live broadcast of a conference call with securities analysts and institutional investors to discuss the results on Tuesday, April 25, 2023, at 10:00 am ET. The call can be accessed at www.clevelandcliffs.com and will also be archived and available for replay at that address.
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 27,000 people across its operations in the United States and Canada.
?
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MEDIA CONTACT:
Patricia Persico
Senior Director, Corporate Communications
(216) 694-5316
INVESTOR CONTACT:
James Kerr
Manager, Investor Relations
(216) 694-7719
Cleveland-Cliffs Raises Price for Hot Rolled Steel to $1,300 per net ton
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) today announced that it is increasing current spot market base prices for all carbon hot rolled, cold rolled and coated steel products by a minimum of $100 per net ton, effective immediately with all new orders. Cliffs’ minimum base price for hot rolled steel is now $1,300 per net ton.
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 27,000 people across its operations in the United States and Canada.
?
View source version on businesswire.com: https://www.businesswire.com/news/home/20230403005210/en/
MEDIA CONTACT:
Patricia Persico
Senior Director, Corporate Communications
(216) 694-5316
INVESTOR CONTACT:
James Kerr
Manager, Investor Relations
(216) 694-7719
Cleveland-Cliffs Inc. Issues Its Sustainability Report for 2022
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) announced today the release of its Sustainability Report 2022. The Company is pleased to share its continued progress on environmental, social and governance (ESG) performance for 2022, including the progress made toward its 2030 greenhouse gas (GHG) emissions reduction goal.
The Sustainability Report 2022 was developed with reference to the Global Reporting Initiative Standards and the Sustainability Accounting Standards Board Standards, and highlights how the Company’s business activities contribute to the advancement of the United Nations’ Sustainable Development Goals. Besides a comprehensive Performance Data Table to consolidate all sustainability metrics, the Sustainability Report also includes a Limited Assurance Report issued by Deloitte & Touche LLP over our Statement of GHG Emissions which discloses consolidated Scope 1 and 2 GHG emissions data for 2022.
Lourenco Goncalves, Cleveland-Cliffs’ Chairman, President and Chief Executive Officer said, “Throughout our long history, the key to our sustainable growth at Cleveland-Cliffs has been our ability to adapt and reinvent ourselves several times – from iron ore mining, almost two centuries ago; to pelletizing after World War II; to direct reduction five years ago; to the production of significant tonnages of highly specified stainless, automotive grade, and electrical steels, as of today. The Sustainability Report 2022 describes the progress made last year toward the achievement of our ESG goals and many of our sustainability initiatives, including our commitment to reducing GHG emissions 25 percent by 2030 from 2017 levels. We also provide updates on our many partnerships and collaborations with our neighboring communities, stakeholders and like-minded organizations. These actions underscore our deep commitment to building a stronger and more resilient Cleveland-Cliffs for the present, and for the future generations.”
Cleveland-Cliffs is proud to uphold its commitment to sustainability and is pleased to share the following highlights from the 2022 report:
Cleveland-Cliffs’ Scope 1 and 2 GHG emissions in 2022 were below our reduction goal of 25% lower—well in advance of the 2030 target year for such reduction. This was achieved through strategic actions such as optimizing its asset footprint and raw material mix—particularly the use of hot briquetted iron (HBI) in its blast furnaces—along with production levels of crude steel. Additionally, the Company’s overall emissions intensity per ton of crude steel decreased;
Negotiated and implemented new 4-year labor contracts with the United Steelworkers union, covering approximately 14,000 employees;
Entered into partnership with the U.S. Department of Energy and other relevant organizations in the pursuit of industrial decarbonization through technologies such as carbon capture and hydrogen use;
Improved scoring and transparency on sustainability ratings platforms such as EcoVadis and CDP;
Enhanced water and waste optimization systems for increased recycling and reuse;
Continued engagement with local communities, including through open houses and family days, that enabled interaction with thousands of neighbors in the communities where it operates; and
Donated $7.4 million to local communities through The Cleveland-Cliffs Foundation, strategic partnerships, site-specific programs and events and employee matching gifts.
Cleveland-Cliffs’ Sustainability Report 2022 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 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 27,000 people across its operations in the United States and Canada.
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MEDIA CONTACT:
Patricia Persico
Senior Director, Corporate Communications
(216) 694-5316
INVESTOR CONTACT:
James Kerr
Manager, Investor Relations
(216) 694-7719
He's the one running this shell.