Exhibit 99(e) STATEMENT OF FINANCIAL POSITION TILDEN MINING COMPANY (A JOINT VENTURE) December 31 1993 1992 ------------ ------------ ASSETS CURRENT ASSETS Cash and cash equivalents $ 116,325 $ 15,574 Receivable from associates: Tilden Magnetite Partnership -0- 296,500 Advance adjustment - Note A -0- -0- ------------ ------------ -0- 296,500 Inventories - Note A: Iron ore concentrates 2,950,425 3,528,022 Supplies 1,232,118 568,098 Fluxstone 454,063 619,805 ------------- ------------ 4,636,606 4,715,925 ------------- ------------ TOTAL CURRENT ASSETS 4,752,931 5,027,999 PROPERTIES - Note A: Land 2,844,737 2,844,737 Plant and equipment 549,459,673 551,271,698 Allowance for depreciation (282,243,073) (270,486,869) ------------- ------------- TOTAL PROPERTIES 270,061,337 283,629,566 OTHER ASSETS Advance adjustment - Specific tax 1,420,877 1,562,216 ------------- ------------- TOTAL OTHER ASSETS 1,420,877 1,562,216 ------------- ------------- TOTAL ASSETS $276,235,145 $290,219,781 ============= =============
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December 31 1993 1992 ------------ ------------ LIABILITIES AND ASSOCIATES' ACCOUNT CURRENT LIABILITIES The Cleveland-Cliffs Iron Company: Royalties payable $ 2,802,542 $ 447,395 Accounts payable 68,944 14,372 ------------- ------------ 2,871,486 461,767 Payables to associates: Tilden Magnetite Partnership 2,777 -0- Working Capital Adjustment - Note A 834,236 3,981,506 Trade accounts payable 241,531 267,126 State and local taxes 1,444,352 1,065,955 Other current liabilities 13,900 15,600 ------------- ------------ TOTAL CURRENT LIABILITIES 5,408,282 5,791,954 LONG-TERM OBLIGATIONS Specific tax 765,526 798,261 ------------- ------------ TOTAL LONG-TERM OBLIGATIONS 765,526 798,261 ASSOCIATES' ACCOUNT 270,061,337 283,629,566 COMMITMENTS - Note D ------------- ------------- TOTAL LIABILITIES AND ASSOCIATES' ACCOUNT $276,235,145 $290,219,781 ============= ============= See notes to financial statements.
76 STATEMENT OF COSTS AND EXPENSES CHARGED TO ASSOCIATES TILDEN MINING COMPANY (A JOINT VENTURE)
Year Ended December 31 1993 1992 1991 ------------- ------------- ------------- COSTS AND EXPENSES CHARGED TO ASSOCIATES - Note C Cost of producing pellets and other operating costs $ 77,110,203 $ 51,406,680 $ 20,890,382 Depreciation 13,547,941 13,699,766 14,185,955 Charges from The Cleveland-Cliffs Iron Company: Royalty 8,410,456 5,659,592 2,463,448 Management fee 1,517,664 953,660 388,266 ------------- ------------- -------------- 9,928,120 6,613,252 2,851,714 Development and stripping 7,162,173 3,786,290 1,847,234 State and local taxes 1,918,963 1,391,537 820,879 Research 660,146 264,963 111,346 Miscellaneous (income) expense-net (99,459) 15,032 (417,265) -------------- ------------- -------------- TOTAL COSTS AND EXPENSES CHARGED TO ASSOCIATES $ 110,228,087 $ 77,177,520 $ 40,290,245 ============== ============= ============== See notes to financial statements.
77 STATEMENT OF ASSOCIATES' ACCOUNT TILDEN MINING COMPANY (A JOINT VENTURE)
Year Ended December 31 1993 1992 1991 ------------- ------------- ------------- Balance as of January 1 $ 283,629,566 $ 297,351,518 $ 311,348,338 Associates' contribution: Contribution 97,504,006 67,443,629 29,157,532 Advance adjustment - Note A -0- -0- 62,383 Working capital adjustment - Note A (834,236) (3,981,506) (2,923,348) -------------- -------------- -------------- Total Associates' Contribution 96,669,770 63,462,123 26,296,567 Associates' withdrawal: Cost and expenses charged to associates (110,228,087) (77,177,520) (40,290,245) Other (9,912) (6,555) (3,142) -------------- -------------- -------------- Total Associates' Withdrawal (110,237,999) (77,184,075) (40,293,387) -------------- -------------- -------------- Balance as of December 31 $ 270,061,337 $ 283,629,566 $ 297,351,518 ============== ============== ============== See notes to financial statements.
78 STATEMENT OF CASH FLOWS TILDEN MINING COMPANY (A JOINT VENTURE)
Year Ended December 31 1993 1992 1991 -------------- ------------- -------------- OPERATING ACTIVITIES Costs and expenses charged to associates $(110,228,087) $(77,177,520) $ (40,290,245) Adjustments to reconcile costs and expenses charged to associates to net cash from (used) in operations: Depreciation 13,547,942 13,699,766 14,185,955 Other ( 32,736) (125,819) (111,658) Loss (gain) on sale of assets (143,796) 2,395 (371,569) Changes in operating assets (increase) decrease Accounts receivable -0- 167,777 (167,777) Receivable from associates 79,319 (223,451) (10,666) Inventories 296,501 (1,875,134) 2,986,864 Changes in operating liabilities increase (decrease) Payable to The Cleveland-Cliffs Iron Company 2,409,719 448,380 (737,783) Payable to associates 2,777 (62,099) (7,709,604) Payables and accrued expenses 351,103 517,955 (607,881) -------------- ------------- -------------- Total changes in operating assets and liabilities 3,139,419 (1,026,572) (6,246,847) -------------- ------------- -------------- NET CASH USED IN OPERATING ACTIVITIES (93,717,258) (64,627,750) (32,834,364) INVESTING ACTIVITIES Proceeds from sale of equipment 164,083 19,790 638,639 -------------- ------------- -------------- NET CASH PROVIDED BY INVESTING ACTIVITIES 164,083 19,790 638,639 FINANCING ACTIVITIES Lease payments -0- -0- (516,485) Associates' contributions 93,663,838 64,540,468 32,797,092 Other (9,912) (6,555) (3,142) -------------- ------------- -------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 93,653,926 64,533,913 32,277,465 -------------- ------------- -------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 100,751 (74,047) 81,740 Cash and cash equivalents at beginning of year 15,574 89,621 7,881 -------------- ------------- -------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 116,325 $ 15,574 $ 89,621 ============== ============ ============== See notes to financial statements.
79 NOTES TO FINANCIAL STATEMENTS TILDEN MINING COMPANY (A JOINT VENTURE) NOTE A-SIGNIFICANT ACCOUNTING POLICIES FINANCIAL STATEMENTS: The financial statements have been prepared principally for use by the associates (see Note B) in recording their respective interests in the accounts of the Tilden Mining Company (a joint venture) ("Venture"). Since the Venture does not generate revenue, no provision is made for income taxes as the Venture's costs and expenses charged to the associates are included in the financial statements of each associate based upon defined allocation percentages. CASH EQUIVALENTS: The Venture considers investments in highly liquid debt instruments with an initial maturity of three months or less to be cash equivalents. INVENTORIES: Iron ore concentrates are stated at average cost of production, exclusive of depreciation and development. Supplies and fluxstone are stated at the lower of average cost or market. PROPERTIES AND DEPRECIATION: Property is stated on the basis of cost and is depreciated over the estimated useful life, principally by the straight-line method. Depreciation commences when assets are placed in service. EXPLORATION, RESEARCH AND DEVELOPMENT COSTS: Exploration, research and continuing mine development costs are charged to operations as incurred. ADVANCE ADJUSTMENTS: Advance adjustments arise from differences in monthly contributions and actual cost allocations. WORKING CAPITAL ADJUSTMENT: The Venture agreement as revised by the Tilden Mine Joint Venture Amendatory Agreement ("Amendatory Agreement") dated January 1, 1984, provides for the adjustment of defined working capital to zero at the end of each month through charges or credits to the Associates' Account.
NOTE B-ORGANIZATION The Tilden Joint Venture was formed in 1971 and began original operation of the Tilden mine facility in 1974. The Tilden Joint Venture Agreement, as amended by the Amendatory Agreement, provides that the associates' investment will be maintained in accordance with their ownership. Ownership percentages at December 31, 1993 and 1992 were as follows: Tilden Iron Ore Partnership ("TIOP") 64% J & L - Cliffs Ore Partnership ("JCOP") 36 ----- 100% =====
80 NOTES TO FINANCIAL STATEMENTS - Continued TILDEN MINING COMPANY (A JOINT VENTURE)
NOTE B-ORGANIZATION-Continued Ownership percentages of TIOP and JCOP as of December 31, 1993 and 1992 were as follows: TIOP: Cannelton Iron Ore Company 46.875% Cliffs TIOP, Inc. 37.500 Stelco Coal Company 15.625 -------- 100.000% ======== JCOP: Cliffs Tilden, Inc. 62.500% Cleveland-Cliffs Ore Corporation 37.500 -------- 100.000% ========
Cliffs TIOP, Inc., Cliffs Tilden, Inc. and Cleveland-Cliffs Ore Corporation are wholly-owned subsidiaries of The Cleveland-Cliffs Iron Company ("Cleveland- Cliffs"). The Cleveland-Cliffs Iron Company is a wholly-owned subsidiary of Cleveland-Cliffs Inc. Cleveland-Cliffs is the manager of the Venture, TIOP and JCOP. Cannelton Iron Ore Company ("Cannelton") is a wholly-owned subsidiary of Algoma Steel Inc. ("Algoma"). Under the terms of the Venture agreement, the associates are responsible with respect to obligations of the Venture only severally in their respective ownership percentages. TIOP separately entered into financing arrangements which are secured by a lien on its share of the Venture's facilities and production therefrom. In January, 1991, Cannelton defaulted on its obligation to fund its share of the Tilden Mine production costs, and cured its default in February, 1991. During the period of default, Cleveland-Cliffs accelerated its share of funding and production in order to maintain the scheduled production rate. In February, 1991, Algoma sought and obtained protection from creditors under the Canadian Companies' Creditor's Arrangement Act. In January, 1992, Algoma filed its Plan of Arrangement Under the Companies' Creditor's Arrangement Act (Canada) and the Business Corporation Act (Ontario) in the Ontario Court of Justice, covering its restructuring plan. The Plan was approved by the Court on April 16, 1992 and on June 5, 1992, Algoma emerged from Canadian reorganization proceedings. Cannelton is continuing to fund its share of the Venture's costs which is guaranteed by Algoma. 81 NOTES TO FINANCIAL STATEMENTS - Continued TILDEN MINING COMPANY (A JOINT VENTURE) NOTE B-ORGANIZATION-Continued In February, 1994, Cleveland-Cliffs expects to reach agreement in principle with Algoma and Stelco Inc. ("Stelco") to restructure and simplify the operation of the Tilden Mine effective January 1, 1994. The principal terms of the new agreement are (1) the participants' tonnage entitlement and cost-sharing will be based on a 6.0 million ton target normal production level instead of the previous 4.0 million ton base production level, (2) Cleveland-Cliffs' interest in and responsibility for cost obligations of Tilden Magnetite Partnership ("TMP") increases from 33.33% to 40.0% with corresponding decreases for Algoma (from 50% to 45%) and for Stelco (from 16.67% to 15%), (3) a partner may take additional production with certain fees paid to the Partnership, (4) TMP will pay an increased royalty to Cleveland-Cliffs, and (5) the Venture and TMP will be merged into one entity. The agreement is not expected to have a significant financial effect on the Tilden Mine or the participants. The new Tilden arrangements reflect an underlying plan of operating improvements and will allow a lengthening of the magnetite ore reserve life. Additional capital and development expenditures are expected in connection with the improvement plan. NOTE C-OPERATIONS The Amendatory Agreement permits associates to individually nominate production levels different than their respective ownership shares. Each associate is obligated for defined base costs in proportion to ownership shares and incremental costs in proportion to nominated production share. In addition, the Amendatory Agreement provides for annual adjustments between the associates to equalize the charge for incremental costs and to compensate for nomination by an associate of production in excess of ownership share. Effective January 1, 1988, the associates of the Venture entered into various agreements with TMP, a partnership formed by the partners in the Venture. Under these agreements TMP is entitled to the use of certain of the Venture's mining equipment and concentrating and pelletizing facilities and TMP agreed to bear certain defined base costs associated with such equipment and facilities. Also under these agreements, TMP processes hematite ore for the Venture, with the incremental costs of such production as defined in the agreements (including a defined capital cost allowance) being charged to the Venture. Base costs as defined in the agreements are borne by TMP by agreement with the Venture. Cleveland-Cliffs is the manager of TMP. During 1993 the Venture was charged $96.1 million (1992 - $63.2 million; 1991 - $26.4 million) by TMP for processing hematite ore. The associates have a lease agreement with Cleveland-Cliffs, owner of the mineral interest in the land on which hematite ore mining activities have been conducted by the Venture, which provides for royalty payments based on iron ore pellets produced. Effective January 1, 1988, the associates of the Venture entered into a sublease agreement with TMP to permit TMP to extract magnetite ore with respect to such mineral interests. 82 NOTES TO FINANCIAL STATEMENTS - Continued TILDEN MINING COMPANY (A JOINT VENTURE) NOTE C-OPERATIONS-Continued The labor contract covering TMP hourly employees expired on August 1, 1993. A six-year, no-strike agreement was reached with the United Steelworkers of America after a six-week strike idled production facilities. The agreement follows the wage and signing bonus pattern of the earlier settlements by major steel companies, granting higher pension benefits during the six-year term, increasing vacation time and incentive pay, and allowing certain work force productivity gains. On-going employment costs per hour are expected to rise approximately 10 percent by July 31, 1996. At that time, the agreements can be reopened for limited economic and other matters, subject to binding arbitration or conformity to certain steel company contract changes. NOTE D-COMMITMENTS The Venture is obligated for the purchase of electric energy requirements of the Venture through the Tilden Mine Power Contract entered into with Wisconsin Electric Power Company ("Wisconsin Electric"). The Tilden Mine Power Contract has a primary term of ten years through 1997. The associates, TMP and Wisconsin Electric entered into an amendment to the Tilden Mine Power Contract and an Auxiliary Power Purchase Contract. Under these agreements, TMP will bear the entire base, or demand portion of the electric energy charge assessed by Wisconsin Electric; TMP and the Venture will bear the incremental portion of electric energy charges based on electric power supplied for magnetite and hematite ore processing, respectively; and TMP will be able to access certain excess electric energy capacity as required by its operations. The minimum annual payment under the amended Tilden Mine Power Contract to be paid by TMP is $7.6 million for demand charges for the year 1994. NOTE E-RETIREMENT BENEFITS In accordance with agreements with TMP, pension, health care and life insurance benefits are obligations of TMP. NOTE F-PENDING LITIGATION The Venture is periodically involved in litigation incidental to its operations. Management believes that any pending litigation will not result in a material liability in relation to the Venture's financial statements. 83 TILDEN MINING COMPANY Schedule V - Property, Plant and Equipment (Dollars in Millions)
Balance At Other Balance At Beginning Additions Additions End Classification Of Year At Cost Retirements (Deductions) Of Year -------------- --------- --------- ----------- ------------ ---------- Year Ended December 31, 1993: Plant and Equipment $ 551.3 $ -- $ 1.8 $ -- $ 549.5 Land 2.8 -- -- -- 2.8 -------- -------- -------- --------- -------- Totals $ 554.1 $ -- $ 1.8 $ -- $ 552.3 ======== ======== ======== ========= ======== Year Ended December 31, 1992: Plant and Equipment $ 551.5 $ -- $ 0.2 $ -- $ 551.3 Land 2.8 -- -- -- 2.8 -------- -------- -------- --------- -------- Totals $ 554.3 $ -- $ 0.2 $ -- $ 554.1 ======== ======== ======== ========= ======== Year Ended December 31, 1991: Plant and Equipment $ 565.1 $ -- $ 9.5 $ ( 4.1) $ 551.5 Land 2.8 -- -- -- 2.8 -------- -------- -------- --------- --------- Totals $ 567.9 $ -- $ 9.5 $ ( 4.1) $ 554.3 ======== ======== ======== ========= ========
------------------------------------------------------------------------------------------------------------------------------ Schedule VI - Accumulated Depreciation, Depletion and Amortization of Property, Plant and Equipment (Dollars in Millions)
Balance At Other Balance At Beginning Additions Additions End Classification Of Year At Cost Retirements (Deductions) Of Year -------------- --------- --------- ----------- ------------ ---------- Year Ended December 31, 1993: Plant and Equipment $ 270.5 $ 13.5 $ 1.8 $ -- $ 282.2 ======== ======== ======== ========= ======== Year Ended December 31, 1992: Plant and Equipment $ 256.9 $ 13.7 $ 0.1 $ -- $ 270.5 ======== ======== ======== ========= ======== Year Ended December 31, 1991: Plant and Equipment $ 256.0 $ 14.2 $ 9.1 $ ( 4.2) $ 256.9 ======== ======== ======== ========= ======== The annual provision for depreciation has been computed principally using rates ranging from 2% to 33%.
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TILDEN MINING COMPANY Schedule X - Supplementary Income Statement Information (Dollars in Millions) Charged to Costs and Expenses Year Ended December 31: 1993 1992 1991 ------- ------- ------- Maintenance and repairs $ 22.1 $ 14.5 $ 5.6 Taxes, other than payroll and income taxes $ 1.9 $ 1.4 $ 0.8 Royalties $ 8.4 $ 5.7 $ 2.5
Amounts for depreciation and amortization of tangible assets, preoperating costs and similar deferrals and advertising costs are not presented because such amounts are each less than 1% of total costs and expenses. 85 APPENDIX A - IMAGE AND GRAPHIC MATERIAL --------------------------------------- Items 1 and 2 - Business and Properties (Map) --------------------------------------------- The map is entitled, "Cleveland-Cliffs Inc and Associated Companies Location of Iron Ore Operations". The map has an outline of the United States and an outline of Tasmania (Australia). Located specifically on the map are arrows and dots representing the location of the properties described in the Table on page 6 to this report. Item 7 - Management's Discussion and Analysis of Financial ---------------------------------------------------------- Condition and Results of Operations (Graphs) -------------------------------------------- Graph A ------- This graph is captioned "Cumulative Earnings & Dividends". The graph contains two lines depicting cumulative earnings and cumulative dividends over the five-year period 1989-1993. Cumulative earnings were $60.6 million, $134.4 million, $188.2 million, $219.0 million and $273.6 million, respectively, for the years 1989-1993. Cumulative dividends were $4.7 million, $14.0 million, $73.1 million, $87.2 million, and $113.6 million, respectively, for the years 1989-1993. The graph also indicates that the cumulative payout ratio of dividends to earnings was 8%, 10%, 39%, 40%, and 42%, respectively, for the years 1989-1993.
Graph B ------- This graph is captioned "Components of Invested Capital". The graph contains five bars depicting the components of invested capital at December 31, 1989, 1990, 1991, 1992, and 1993, each bar reflecting Effectively Serviced Debt and Shareholders' Equity, as follows: Amount (In Millions) Percent --------------------------------------------- --------------------------------------------- Effectively Effectively Serviced Shareholders' Serviced Shareholders' December 31 Debt Equity Total Debt Equity Total ----------- ----------- ------------- ------ ---------- ------------- ------ 1989 $93.4 $226.0 $319.4 29% 71% 100% 1990 82.4 290.8 373.2 22 78 100 1991 65.0 290.8 355.8 18 82 100 1992 92.1 269.6 361.7 26 74 100 1993 88.6 280.7 369.3 24 76 100
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