CLIFFS NATURAL RESOURCES INC., 10-Q filed on 7/29/2010
Quarterly Report
Document and Entity Information
Jul. 26, 2010
6 Months Ended
Jun. 30, 2010
Document Type
 
10-Q 
Amendment Flag
 
FALSE 
Document Period End Date
 
06/30/2010 
Document Fiscal Year Focus
 
2010 
Document Fiscal Period Focus
 
Q2 
Trading Symbol
 
CLF 
Entity Registrant Name
 
CLIFFS NATURAL RESOURCES INC. 
Entity Central Index Key
 
0000764065 
Current Fiscal Year End Date
 
12/31 
Entity Filer Category
 
Large Accelerated Filer 
Entity Common Stock, Shares Outstanding
135,441,226 
 
STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED OPERATIONS (USD $)
In Millions, except Share data in Thousands and Per Share data
3 Months Ended
Jun. 30, 2010
6 Months Ended
Jun. 30, 2010
3 Months Ended
Jun. 30, 2009
6 Months Ended
Jun. 30, 2009
REVENUES FROM PRODUCT SALES AND SERVICES
 
 
 
 
Product
$ 1,116.2 
$ 1,787.7 
$ 353.1 
$ 774.2 
Freight and venture partners' cost reimbursements
68.1 
124.3 
37.2 
80.9 
Revenues, Total
1,184.3 
1,912.0 
390.3 
855.1 
COST OF GOODS SOLD AND OPERATING EXPENSES
(769.6)
(1,347.3)
(402.0)
(824.4)
SALES MARGIN
414.7 
564.7 
(11.7)
30.7 
OTHER OPERATING INCOME (EXPENSE)
 
 
 
 
Selling, general and administrative expenses
(50.2)
(96.2)
(23.4)
(55.2)
Casualty recoveries
 
3.3 
 
 
Royalties and management fee revenue
2.7 
4.9 
1.3 
3.7 
Gain (loss) on sale of assets
0.8 
2.6 
(0.5)
0.5 
Miscellaneous - net
(2.2)
(0.1)
17.0 
14.4 
Operating Expenses
(48.9)
(85.5)
(5.6)
(36.6)
OPERATING INCOME (LOSS)
365.8 
479.2 
(17.3)
(5.9)
OTHER INCOME (EXPENSE)
 
 
 
 
Gain on acquisition of controlling interests
 
60.6 
 
 
Changes in fair value of foreign currency contracts, net
(10.0)
(7.7)
79.3 
76.0 
Interest income
2.7 
5.1 
2.4 
5.8 
Interest expense
(13.3)
(23.5)
(10.0)
(19.3)
Other non-operating income (expense)
6.5 
7.2 
(1.3)
(0.8)
Nonoperating Income (Expense), Total
(14.1)
41.7 
70.4 
61.7 
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND EQUITY INCOME (LOSS) FROM VENTURES
351.7 
520.9 
53.1 
55.8 
INCOME TAX BENEFIT (EXPENSE)
(99.3)
(171.6)
17.6 
16.5 
EQUITY INCOME (LOSS) FROM VENTURES
8.2 
4.8 
(25.5)
(34.7)
NET INCOME
260.6 
354.1 
45.2 
37.6 
LESS: LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST
(0.1)
(0.1)
(0.3)
(0.5)
NET INCOME ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
260.7 
354.2 
45.5 
38.1 
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CLIFFS SHAREHOLDERS - BASIC
1.93 
2.62 
0.36 
0.32 
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CLIFFS SHAREHOLDERS - DILUTED
1.92 
2.60 
0.36 
0.32 
AVERAGE NUMBER OF SHARES (IN THOUSANDS)
 
 
 
 
Basic
135,319 
135,247 
125,055 
119,148 
Diluted
136,134 
136,041 
125,779 
119,785 
CASH DIVIDENDS PER SHARE
$ 0.14 
$ 0.2275 
$ 0.04 
$ 0.1275 
STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL POSITION (USD $)
In Millions
Jun. 30, 2010
Dec. 31, 2009
ASSETS
 
 
CURRENT ASSETS
 
 
Cash and cash equivalents
$ 527.5 
$ 502.7 
Accounts receivable
255.3 
103.5 
Inventories
371.8 
272.5 
Supplies and other inventories
129.0 
102.7 
Derivative assets
157.6 
51.5 
Deferred and refundable taxes
98.4 
61.4 
Other current assets
91.0 
66.9 
TOTAL CURRENT ASSETS
1,630.6 
1,161.2 
PROPERTY, PLANT AND EQUIPMENT, NET
2,985.2 
2,592.6 
OTHER ASSETS
 
 
Investments in ventures
505.7 
315.1 
Goodwill
87.1 
74.6 
Intangible assets, net
170.9 
114.8 
Deferred income taxes
70.3 
151.1 
Other non-current assets
186.5 
229.9 
TOTAL OTHER ASSETS
1,020.5 
885.5 
TOTAL ASSETS
5,636.3 
4,639.3 
LIABILITIES
 
 
CURRENT LIABILITIES
 
 
Accounts payable
234.1 
178.9 
Accrued expenses
209.9 
155.8 
Deferred revenue
100.2 
105.1 
Taxes payable
68.0 
41.2 
Other current liabilities
102.1 
89.4 
TOTAL CURRENT LIABILITIES
714.3 
570.4 
POSTEMPLOYMENT BENEFIT LIABILITIES
498.0 
445.8 
LONG-TERM DEBT
725.0 
525.0 
BELOW-MARKET SALES CONTRACTS
196.3 
153.3 
ENVIRONMENTAL AND MINE CLOSURE OBLIGATIONS
170.2 
124.3 
DEFERRED INCOME TAXES
151.2 
70.8 
OTHER LIABILITIES
190.4 
212.7 
TOTAL LIABILITIES
2,645.4 
2,102.3 
EQUITY
 
 
CLIFFS SHAREHOLDERS' EQUITY
 
 
Common Shares - par value $0.125 per share Authorized - 224,000,000 shares; Issued - 138,845,469 shares (2009 - 134,623,528 shares); Outstanding - 135,441,226 shares (2009 - 130,971,470 shares)
17.3 
16.8 
Capital in excess of par value of shares
871.3 
695.4 
Retained Earnings
2,296.4 
1,973.1 
Cost of 3,404,243 common shares in treasury (2009 - 3,652,058 shares)
(18.6)
(19.9)
Accumulated other comprehensive loss
(166.6)
(122.6)
TOTAL CLIFFS SHAREHOLDERS' EQUITY
2,999.8 
2,542.8 
NONCONTROLLING INTEREST
(8.9)
(5.8)
TOTAL EQUITY
2,990.9 
2,537.0 
COMMITMENTS AND CONTINGENCIES
 
 
TOTAL LIABILITIES AND EQUITY
$ 5,636.3 
$ 4,639.3 
STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL POSITION (Parenthetical) (USD $)
Jun. 30, 2010
Dec. 31, 2009
Common Shares, par value
$ 0.125 
$ 0.125 
Common Shares, Authorized
224,000,000 
224,000,000 
Common Shares, Issued
138,845,469 
134,623,528 
Common Shares, Outstanding
135,441,226 
130,971,470 
Common shares in treasury
3,404,243 
3,652,058 
STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED CASH FLOWS (USD $)
In Millions
6 Months Ended
Jun. 30,
2010
2009
CASH FLOW FROM OPERATIONS
 
 
OPERATING ACTIVITIES
 
 
Net income
$ 354.1 
$ 37.6 
Adjustments to reconcile net income to net cash provided (used) by operating activities:
 
 
Depreciation, depletion and amortization
155.1 
114.7 
Changes in deferred revenue
(16.7)
(24.8)
Deferred income taxes
56.6 
63.1 
Equity (income) loss in ventures (net of tax)
(4.8)
34.7 
Derivatives and currency hedges
(107.2)
(120.7)
Gain on acquisition of controlling interests
(60.6)
 
Other
8.1 
(2.3)
Changes in operating assets and liabilities:
 
 
Receivables and other assets
(115.0)
(21.2)
Product inventories
(75.0)
(79.8)
Payables and accrued expenses
41.1 
(161.6)
Net cash provided (used) by operating activities
235.7 
(160.3)
INVESTING ACTIVITIES
 
 
Acquisition of controlling interests, net of cash acquired
(107.2)
 
Purchase of property, plant and equipment
(63.0)
(60.5)
Investments in ventures
(181.4)
(44.8)
Investments in marketable securities
(6.5)
(3.9)
Redemption of marketable securities
 
5.4 
Proceeds from sale of assets
0.9 
23.8 
Net cash used by investing activities
(357.2)
(80.0)
FINANCING ACTIVITIES
 
 
Net proceeds from issuance of common shares
 
347.5 
Borrowings under credit facility
 
274.2 
Repayments under credit facility
 
(276.1)
Net proceeds from issuance of senior notes
395.1 
 
Repayment of term loan
(200.0)
 
Common stock dividends
(30.8)
(15.2)
Other financing activities
(16.6)
(3.3)
Net cash provided by financing activities
147.7 
327.1 
EFFECT OF EXCHANGE RATE CHANGES ON CASH
(1.4)
8.8 
INCREASE IN CASH AND CASH EQUIVALENTS
24.8 
95.6 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
502.7 
179.0 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$ 527.5 
$ 274.6 
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with SEC rules and regulations and in the opinion of management, contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly, the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. The interim results are not necessarily indicative of results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2009.

The unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly-owned and majority-owned subsidiaries, including the following significant subsidiaries:

 

        Name        

  

    Location    

  

    Ownership Interest    

 

    Operation    

 Northshore

  

 Minnesota

   100.0%   Iron Ore

 United Taconite

  

 Minnesota

   100.0%   Iron Ore

 Wabush

  

 Canada

   100.0%   Iron Ore

 Tilden

  

 Michigan

   85.0%   Iron Ore

 Empire

  

 Michigan

   79.0%   Iron Ore

 Asia Pacific Iron Ore

  

 Western Australia

   100.0%   Iron Ore

 Pinnacle

  

 West Virginia

   100.0%   Coal

 Oak Grove

  

 Alabama

   100.0%   Coal

 Freewest

  

 Canada

   100.0%   Chromite

Intercompany transactions and balances are eliminated upon consolidation.

On January 27, 2010, we acquired all of the outstanding shares of Freewest, a Canadian-based mineral exploration company, for C$1.00 per share, thereby increasing our ownership interest in Freewest to 100 percent. The unaudited condensed consolidated financial statements as of and for the period ended June 30, 2010 reflect the acquisition of the remaining interest in Freewest since that date. At December 31, 2009, our ownership in Freewest represented approximately 12.4 percent of its outstanding shares; we did not exercise significant influence, and the investment was classified as an available-for-sale security. Refer to NOTE 7 – ACQUISITIONS AND OTHER INVESTMENTS for further information.

We acquired the remaining 73.2 percent interest in Wabush on February 1, 2010, thereby increasing our ownership interest to 100 percent. The unaudited condensed consolidated financial statements as of and for the period ended June 30, 2010 reflect the acquisition of the remaining interest in Wabush since that date. At December 31, 2009, our 26.8 percent ownership interest in Wabush was accounted for as an equity method investment. Refer to NOTE 7 – ACQUISITIONS AND OTHER INVESTMENTS for further information.

During the second quarter of 2010, we commenced a formal cash offer to acquire all of the outstanding common shares of Spider, a Canadian-based mineral exploration company, for C$0.19 per share. As of June 30, 2010, we held 27.4 million shares of Spider, representing approximately four percent of its issued and outstanding shares. On July 6, 2010, all of the conditions to acquire the remaining common shares of Spider had been satisfied or waived. Consequently, we own approximately 85 percent of Spider as of July 26, 2010 and have obtained majority ownership of the “Big Daddy” chromite deposit located in Northern Ontario. Refer to NOTE 21 – SUBSEQUENT EVENTS for further information.

 

On July 2, 2010, we entered into a definitive agreement to acquire all of the coal operations of privately owned INR Energy, LLC (“INR”), a producer of high-volatile metallurgical and thermal coal located in southern West Virginia, for $757 million in cash. INR’s operations include two underground continuous mining method metallurgical coal mines and one open surface mine. The offer is subject to customary closing conditions and is expected to close on July 30, 2010. Upon closing of the transaction, the business will be reported in our North American Coal segment. Refer to NOTE 21 – SUBSEQUENT EVENTS for further information.

The following table presents the detail of our investments in unconsolidated ventures and where those investments are classified on the Statements of Unaudited Condensed Consolidated Financial Position as of June 30, 2010 and December 31, 2009. Parentheses indicate a net liability.

 

               (In Millions)

Investment    

  

Classification        

   Interest
    Percentage    
       June 30,    
2010
       December 31,    
2009

Amapá

  

Investments in ventures

   30      $ 450.9        $ 272.4  

AusQuest

  

Investments in ventures

   30      21.4        22.7  

Cockatoo

  

Investments in ventures

   50      23.5        9.1  

Wabush (1)

  

Other liabilities

   100      -          (11.4) 

Hibbing

  

Other liabilities

   23      (8.2)       (11.6) 

Other

  

Investments in ventures

        9.9        10.9  
                   
           $ 497.5        $ 292.1  
                   
  (1)

On February 1, 2010, we acquired U.S. Steel Canada’s 44.6 percent interest and ArcelorMittal Dofasco’s 28.6 percent interest in Wabush, thereby increasing our ownership interest in Wabush from 26.8 percent as of December 31, 2009 to 100 percent as of June 30, 2010. Refer to NOTE 7 – ACQUISITIONS AND OTHER INVESTMENTS for further information.

Our share of the results from Amapá and AusQuest are reflected as Equity income (loss) from ventures on the Statements of Unaudited Condensed Consolidated Operations. Our share of equity income (loss) from Cockatoo and Hibbing is eliminated against consolidated product inventory upon production, and against cost of goods sold and operating expenses when sold. This effectively reduces the cost of our share of the mining venture’s production to its cost, reflecting the cost-based nature of our participation in these unconsolidated ventures.

Through various interrelated arrangements, we achieve a 45 percent economic interest in Sonoma, despite the ownership percentages of the individual components of Sonoma. We own 100 percent of CAWO, 8.33 percent of the exploration permits and applications for mining leases for the real estate that is involved in Sonoma (“Mining Assets”) and 45 percent of the infrastructure, including the construction of a rail loop and related equipment (“Non-Mining Assets”). CAWO is consolidated as a wholly-owned subsidiary, and as a result of being the primary beneficiary, we absorb greater than 50 percent of the residual returns and expected losses of CAWO. We record our ownership share of the Mining Assets and Non-Mining Assets and share in the respective costs. Although SMM does not have sufficient equity at risk and accordingly qualifies as a variable interest entity, we are not the primary beneficiary of SMM. Accordingly, we account for our investment in SMM in accordance with the equity method.

Significant Accounting Policies

A detailed description of our significant accounting policies can be found in the audited financial statements for the fiscal year ended December 31, 2009, included in our Annual Report on Form 10-K filed with the SEC. There have been no material changes in our significant accounting policies and estimates from those disclosed therein.

 

Recent Accounting Pronouncements

Effective January 1, 2010, we adopted the consolidation guidance for variable interest entities, amended in June of 2009. The amendment was issued in response to perceived shortcomings in the consolidation model that were highlighted by recent market events, including concerns about the ability to structure transactions under the current guidance to avoid consolidation, balanced with the need for more relevant, timely, and reliable information about an enterprise's involvement in a variable interest entity. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable interest entity. The new guidance was effective January 1, 2010 for calendar year-end companies. The adoption of this amendment did not have a material impact on our consolidated financial statements.

In January 2010, the FASB amended the guidance on fair value to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The amendment also revises the guidance on employers’ disclosures about postretirement benefit plan assets to require that disclosures be provided by classes of assets instead of by major categories of assets. The new guidance is effective for the first reporting period beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We adopted the provisions of guidance required for the period beginning January 1, 2010; however, adoption of this amendment did not have a material impact on our consolidated financial statements.

In February 2010, the FASB issued amended guidance on subsequent events to remove the requirement to disclose the date through which an entity has evaluated subsequent events. The amended guidance was effective upon issuance. We adopted this amendment as of the interim period ended March 31, 2010. Refer to NOTE 21 – SUBSEQUENT EVENTS for further information.

SEGMENT REPORTING
SEGMENT REPORTING

NOTE 2 – SEGMENT REPORTING

Our company’s primary operations are organized and managed according to product category and geographic location: North American Iron Ore, North American Coal, Asia Pacific Iron Ore, Asia Pacific Coal, Latin American Iron Ore, Ferroalloys and our Global Exploration Group. The North American Iron Ore segment is comprised of our interests in six North American mines that provide iron ore to the integrated steel industry. The North American Coal segment is comprised of our two North American coking coal mining complexes that provide metallurgical coal primarily to the integrated steel industry. The Asia Pacific Iron Ore segment is located in Western Australia and provides iron ore to steel producers in China and Japan. There are no intersegment revenues.

The Asia Pacific Coal operating segment is comprised of our 45 percent economic interest in Sonoma, located in Queensland, Australia. The Latin American Iron Ore operating segment is comprised of our 30 percent Amapá interest in Brazil. The Ferroalloys operating segment is comprised of our recently acquired chromite deposits in Northern Ontario, Canada. Our Global Exploration Group was established in 2009 and is focused on early involvement in exploration and development activities to identify new world-class projects for future development or projects that add significant value to existing operations. The Asia Pacific Coal, Latin American Iron Ore, Ferroalloys and Global Exploration Group operating segments do not meet reportable segment disclosure requirements and therefore are not separately reported.

We evaluate segment performance based on sales margin, defined as revenues less cost of goods sold and operating expenses identifiable to each segment. This measure of operating performance is an effective measurement as we focus on reducing production costs throughout the Company.

 

The following table presents a summary of our reportable segments for the three and six months ended June 30, 2010 and 2009:

 

     (In Millions)
     Three Months Ended
June 30,
   Six Months Ended
June 30,
     2010      2009      2010      2009

Revenues from product sales and services:

                       

North American Iron Ore

     $ 714.8      60%      $ 262.8      67%      $ 1,172.1      61%      $ 451.1      53%

North American Coal

     116.2      10%      30.8      8%      197.3      10%      87.3      10%

Asia Pacific Iron Ore

     309.4      26%      73.4      19%      468.9      25%      240.1      28%

Other

     43.9      4%      23.3      6%      73.7      4%      76.6      9%
                                       

Total revenues from product sales and services

     $   1,184.3      100%      $   390.3      100%      $   1,912.0      100%      $   855.1      100%
                                       

Sales margin:

                       

North American Iron Ore

     $ 208.5           $ 33.6           $ 318.0           $ 18.6     

North American Coal

     23.0           (19.1)          12.4           (47.9)    

Asia Pacific Iron Ore

     169.1           (17.2)          212.8           40.3     

Other

     14.1           (9.0)          21.5           19.7     
                                       

Sales margin

     414.7           (11.7)          564.7           30.7     

Other operating expense

     (48.9)          (5.6)          (85.5)          (36.6)    

Other income (expense)

     (14.1)          70.4           41.7           61.7     
                                       

Income from continuing operations before income taxes and equity income (loss) from ventures

     $ 351.7           $ 53.1           $ 520.9           $ 55.8     
                                       

Depreciation, depletion and amortization:

                       

North American Iron Ore

     $ 30.1           $ 15.1           $ 53.1           $ 32.0     

North American Coal

     11.3           8.8           23.0           18.5     

Asia Pacific Iron Ore

     40.3           32.6           66.2           59.2     

Other

     6.8           2.7           12.8           5.0     
                                       

Total depreciation, depletion and amortization

     $ 88.5           $ 59.2           $ 155.1           $ 114.7     
                                       

Capital additions (1):

                       

North American Iron Ore

     $ 22.4           $ 13.9           $ 31.8           $ 21.5     

North American Coal

     9.8           4.0           13.9           12.5     

Asia Pacific Iron Ore

     12.5           15.5           20.2           72.9     

Other

     2.2           5.4           4.8           6.9     
                                       

Total capital additions

     $ 46.9           $ 38.8           $ 70.7           $ 113.8     
                                       

(1) Includes capital lease additions.

 

A summary of assets by segment is as follows:

 

      (In Millions)
      June 30,
2010
   December 31,
2009

Segment Assets:

     

North American Iron Ore

     $ 2,094.1        $ 1,478.9  

North American Coal

     782.1        765.0  

Asia Pacific Iron Ore

     1,459.3        1,388.2  

Other

     668.5        300.0  
             

Total segment assets

     5,004.0        3,932.1  

Corporate

     632.3        707.2  
             

Total assets

     $     5,636.3        $     4,639.3  
             
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE

NOTE 3 – ACCOUNTS RECEIVABLE

The following summarizes our trade accounts receivable recorded in Accounts receivable on the Statements of Unaudited Condensed Consolidated Financial Position as of June 30, 2010 and December 31, 2009:

 

      (In Millions)

Segment

   June 30, 2010    December 31, 2009

North American Iron Ore

     $ 104.3        $ 18.8  

North American Coal

     55.9        27.9  

Asia Pacific Iron Ore

     80.7        39.3  

Other

     12.6        15.8  
             

Total

     $     253.5        $     101.8  
             

The amount reported as trade accounts receivable as of June 30, 2010 includes $83.3 million of current derivative assets related to provisional pricing agreements with certain of our North American Iron Ore customers. The classification of the derivatives within Accounts receivable reflects the amount we have provisionally agreed upon with our customers until a final price settlement is reached and represents the amount we have invoiced for shipments made to such customers and expect to collect in cash in the short-term to fund operations. The incremental difference between the provisional price agreed upon with our customers and our estimate of the ultimate price settlement for the current year is classified as current Derivative assets on the Statement of Unaudited Condensed Consolidated Financial Position as of June 30, 2010. Refer to NOTE 4 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES for further information.

 

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

NOTE 4 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The following table presents the fair value of our derivative instruments and the classification of each on the Statements of Unaudited Condensed Consolidated Financial Position as of June 30, 2010 and December 31, 2009:

 

   

(In Millions)

   

Derivative Assets

 

Derivative Liabilities

   

June 30, 2010

 

December 31, 2009

 

June 30, 2010

 

December 31, 2009

Derivative

Instrument

 

Balance Sheet
Location

  Fair
Value
 

Balance Sheet
Location

  Fair
Value
 

Balance Sheet
Location

  Fair
Value
 

Balance Sheet
Location

  Fair
Value

Derivatives not designated as hedging instruments under ASC 815:

               

Foreign Exchange Contracts

 

Derivative assets (current)

    $ 2.0    

Derivative assets (current)

    $ 4.2    

Other current liabilities

    $ 4.1    

Other current liabilities

    $     -    
         

Other Liabilities

    1.5    

Other Liabilities

    -    

Customer Supply Agreements

 

Derivative assets (current)

    77.1    

Derivative assets (current)

    47.3          
     

Deposits and miscellaneous

    15.9          

Provisional Pricing Arrangements

 

Derivative assets (current)

    78.5         -            
 

Accounts receivable

    83.3         -            
                               

Total derivatives not designated as hedging instruments under ASC 815

      $ 240.9         $ 67.4         $ 5.6         $ -    
                               

Total derivatives

      $     240.9         $     67.4         $     5.6         $ -    
                               

Derivatives Not Designated as Hedging Instruments

Foreign Exchange Contracts

We are subject to changes in foreign currency exchange rates primarily as a result of our operations in Australia. Foreign exchange risk arises from our exposure to fluctuations in foreign currency exchange rates because our reporting currency is the United States dollar, but the functional currency of our Asia Pacific operations is the Australian dollar. Our Asia Pacific operations receive funds in United States currency for their iron ore and coal sales. We use forward exchange contracts, call options, collar options and convertible collar options to hedge our foreign currency exposure for a portion of our sales receipts. United States currency is converted to Australian dollars at the currency exchange rate in effect at the time of the transaction. The primary objective for the use of these instruments is to reduce exposure to changes in Australian and United States currency exchange rates and to protect against undue adverse movement in these exchange rates. Effective July 1, 2008, we discontinued hedge accounting for these derivatives, but continue to hold these instruments as economic hedges to manage currency risk.

We entered into additional foreign exchange contracts during the first six months of 2010, and as of June 30, 2010, we had outstanding exchange rate contracts with a notional amount of $249.0 million in the form of call options, collar options, and forward exchange contracts with varying maturity dates ranging from July 2010 to December 2011. This compares with outstanding exchange rate contracts with a notional amount of $108.5 million as of December 31, 2009.

As a result of discontinuing hedge accounting, the instruments are prospectively marked to fair value each reporting period through Changes in fair value of foreign currency contracts, net on the Statements of Unaudited Condensed Consolidated Operations. For the three and six months ended June 30, 2010, the change in fair value of our foreign currency contracts resulted in net losses of $10.0 million and $7.7 million, respectively, based on the Australian to U.S. dollar spot rate of 0.85 at June 30, 2010. This compares with net gains of $79.3 million and $76.0 million, respectively, for the three and six months ended June 30, 2009, based on the Australian to U.S. dollar spot rate of 0.81 at June 30, 2009. The amounts that were previously recorded as a component of Other comprehensive income are reclassified to earnings and a corresponding realized gain or loss is recognized upon maturity of the related contracts. For the three and six months ended June 30, 2010, we reclassified gains of $1.6 million and $3.2 million, respectively, from Accumulated other comprehensive loss related to contracts that matured during the year, and recorded the amounts as Product revenues on the Statements of Unaudited Condensed Consolidated Operations in each respective period. Gains of $3.5 million and $9.9 million, respectively, were reclassified to earnings for the three and six months ended June 30, 2009. As of June 30, 2010, approximately $0.7 million of gains remains in Accumulated other comprehensive loss related to the effective cash flow hedge contracts prior to de-designation. We estimate the remaining $0.7 million will be reclassified to Product revenues in the next 12 months upon maturity of the related contracts.

 

Customer Supply Agreements

Most of our North American Iron Ore long-term supply agreements are comprised of a base price with annual price adjustment factors, some of which are subject to annual price collars in order to limit the percentage increase or decrease in prices for our iron ore pellets during any given year. The price adjustment factors vary based on the agreement but typically include adjustments based upon changes in international pellet prices, changes in specified Producers Price Indices including those for all commodities, industrial commodities, energy and steel. The adjustments generally operate in the same manner, with each factor typically comprising a portion of the price adjustment, although the weighting of each factor varies based upon the specific terms of each agreement. The price adjustment factors have been evaluated to determine if they contain embedded derivatives. The price adjustment factors share the same economic characteristics and risks as the host contract and are integral to the host contract as inflation adjustments; accordingly, they have not been separately valued as derivative instruments.

Certain supply agreements with one North American Iron Ore customer provide for supplemental revenue or refunds based on the customers average annual steel pricing at the time the product is consumed in the customers blast furnace. The supplemental pricing is characterized as an embedded derivative and is required to be accounted for separately from the base contract price. The embedded derivative instrument, which is finalized based on a future price, is marked to fair value as a revenue adjustment each reporting period until the pellets are consumed and the amounts are settled. We recognized $48.4 million and $68.3 million, respectively, as Product revenues on the Statements of Unaudited Condensed Consolidated Operations for the three and six months ended June 30, 2010, related to the supplemental payments. This compares with Product revenues of $5.2 million and a reduction to Product revenues of $21.7 million, respectively, for the comparable periods in 2009. Derivative assets, representing the fair value of the pricing factors, were $77.1 million and $63.2 million, respectively, on the June 30, 2010 and December 31, 2009 Statements of Unaudited Condensed Consolidated Financial Position.

Provisional Pricing Arrangements

During the first half of 2010, the worlds largest iron ore producers began to move away from the annual international benchmark pricing mechanism referenced in certain of our customer supply agreements, resulting in a shift in the industry toward shorter-term pricing arrangements linked to the spot market. We are still in the process of assessing the impact a change to the historical annual pricing mechanism will have on our existing North American Iron Ore customer supply agreements and in some cases have begun discussing the terms of such agreements with certain of our customers. As a result, we have recorded certain shipments made in the first half of 2010 on a provisional basis until final settlement is reached. The pricing provisions are characterized as freestanding derivatives and are required to be accounted for separately once the product is shipped. The derivative instrument, which is settled and billed once final pricing settlement is reached, is marked to fair value as a revenue adjustment each reporting period based upon the estimated forward settlement until prices are actually settled. We recognized $389.3 million and $731.5 million, respectively, as an increase in Product revenues on the Statements of Unaudited Condensed Consolidated Operations for the three and six months ended June 30, 2010 under these pricing provisions. Such amounts also include revenue adjustments related to provisional pricing arrangements with our Asia Pacific Iron Ore customers, which were recorded as Derivative assets as of March 31, 2010 and subsequently settled during the second quarter of 2010. Settlement resulted in an increase in Product revenues of $36.7 million on the Statements of Unaudited Condensed Consolidated Operations for the three and six months ended June 30, 2010 related to shipments made in the first quarter of 2010. For the three and six months ended June 30, 2009, we recognized a reduction in Product revenues of $24.1 million and $28.2 million, respectively, related to pricing provisions primarily for Asia Pacific Iron Ore based on the estimated forward settlement of the 2009 annual international benchmark price until it actually settled. As of June 30, 2010, we have recorded approximately $78.5 million as current Derivative assets on the Statements of Unaudited Condensed Consolidated Financial Position related to our estimate of final pricing in the current year with our North American Iron Ore customers. This amount represents the incremental difference between the provisional price agreed upon with our customers and our estimate of the ultimate price settlement for the current year. As of June 30, 2010, we also have derivatives of $83.3 million classified as Accounts receivable on the Statements of Unaudited Condensed Consolidated Financial Position to reflect the amount we have provisionally agreed upon with our customers until a final price settlement is reached. Refer to NOTE 3 – ACCOUNTS RECEIVABLE for additional information. In 2009, the derivative instrument was settled in the fourth quarter upon settlement of the pricing provisions with each of our customers, and is therefore not reflected on the Statements of Condensed Consolidated Financial Position at December 31, 2009.

 

We are currently in discussions with customers regarding how our supply agreements will take into account the new pricing mechanisms. Additionally, we currently have arbitration pending relating to the price adjustment provisions of two supply agreements, as further discussed under Part II – Item 1, Legal Proceedings. These discussions and arbitrations may result in changes to the pricing mechanisms used with our various customers and could impact sales prices realized in current and future periods, which would have a material effect on our results of operations. The outcome and timing of the arbitrations are uncertain and could extend beyond 2010.

The following summarizes the effect of our derivatives that are not designated as hedging instruments, on the Statements of Unaudited Condensed Consolidated Operations for the three and six months ended June 30, 2010 and 2009:

 

(In Millions)

Derivative Not Designated as Hedging

                     Instruments

  

Location of Gain/(Loss)

Recognized in Income on

Derivative

   Amount of Gain/
(Loss) Recognized in  Income on
Derivative
          Three Months Ended
June 30,
   Six Months Ended
June 30,
          2010    2009    2010    2009

Foreign Exchange Contracts

  

Product Revenues

     $ 2.2        $ 0.6        $ 5.0        $ 0.8  

Foreign Exchange Contracts

  

Other Income (Expense)

     (10.0)       79.3        (7.7)       76.0  

Customer Supply Agreements

  

Product Revenues

     48.4        5.2        68.3        (21.7) 

Provisional Pricing Arrangements

  

Product Revenues

     389.3        (24.1)       731.5        (28.2) 

United Taconite Purchase Provision

  

Product Revenues

     -          35.8        -          76.6  
                              

Total

        $     429.9        $     96.8        $     797.1        $     103.5  
                              

Refer to NOTE 9 – FAIR VALUE OF FINANCIAL INSTRUMENTS for additional information.

 

INVENTORIES
INVENTORIES

NOTE 5 – INVENTORIES

The following table presents the detail of our Inventories on the Statements of Unaudited Condensed Consolidated Financial Position as of June 30, 2010 and December 31, 2009:

 

     (In Millions)
     June 30, 2010    December 31, 2009

Segment

   Finished
    Goods    
   Work-in
    Process    
   Total
    Inventory    
   Finished
    Goods    
   Work-in
    Process    
   Total
    Inventory    

North American Iron Ore

     $ 247.7        $ 40.4        $ 288.1        $ 172.7        $ 18.4        $ 191.1  

North American Coal

     16.7        4.3        21.0        14.9        1.4        16.3  

Asia Pacific Iron Ore

     25.5        23.1        48.6        28.6        31.7        60.3  

Other

     8.7        5.4        14.1        1.6        3.2        4.8  
                                         

Total

     $ 298.6        $ 73.2        $ 371.8        $ 217.8        $ 54.7        $ 272.5  
                                         
MARKETABLE SECURITIES
MARKETABLE SECURITIES

NOTE 6 – MARKETABLE SECURITIES

At June 30, 2010 and December 31, 2009, we had $79.0 million and $99.3 million, respectively, of marketable securities as follows:

 

     (In Millions)
         June 30,    
2010
       December 31,    
2009

Held to maturity - current

     $ 15.0        $ 11.2  

Held to maturity - non-current

     2.6        7.1  
             
     17.6        18.3  

Available for sale - non-current

     61.4        81.0  
             

Total

     $ 79.0        $ 99.3  
             

Marketable securities classified as held-to-maturity are measured and stated at amortized cost. The amortized cost, gross unrealized gains and losses and fair value of investment securities held-to-maturity at June 30, 2010 and December 31, 2009 are summarized as follows:

 

     June 30, 2010 (In Millions)
       Amortized  
Cost
   Gross Unrealized    Fair
Value
      Gains        Losses       

Asset-backed securities

     $ 2.6        $ -          $ (1.0)       $ 1.6  

Floating rate notes

     15.0        -          -          15.0  
                           

Total

     $ 17.6        $ -          $ (1.0)       $ 16.6  
                           
     December 31, 2009 (In Millions)
       Amortized  
Cost
   Gross Unrealized    Fair
Value
      Gains        Losses       

Asset-backed securities

     $ 2.7        $ -          $ (1.2)       $ 1.5  

Floating rate notes

     15.6        -          (0.2)       15.4  
                           

Total

     $ 18.3        $ -          $ (1.4)       $ 16.9  
                           

 

Investment securities held-to-maturity at June 30, 2010 and December 31, 2009 have contractual maturities as follows:

 

     (In Millions)
         June 30,    
2010
       December 31,    
2009

Asset-backed securities:

     

Within 1 year

     $ -          $ -    

1 to 5 years

     2.6        2.7  
             
     $ 2.6        $ 2.7  
             

Floating rate notes:

     

Within 1 year

     $ 15.0        $ 11.2  

1 to 5 years

     -          4.4  
             
     $ 15.0        $ 15.6  
             

The following table shows our gross unrealized losses and fair value of securities classified as held-to-maturity, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2010 and December 31, 2009:

 

     12 months or longer (In Millions)
     June 30, 2010    December 31, 2009
     Unrealized
Losses
   Fair
Value
   Unrealized
Losses
   Fair
Value

Asset-backed securities

     $ (1.0)        $ 1.6        $ (1.2)        $ 1.5  

Floating rate notes

     -           8.5        (0.2)        13.2  
                           
     $ (1.0)        $     10.1        $ (1.4)        $     14.7  
                           

There were no held-to-maturity securities that were in a continuous unrealized loss position for less than 12 months as of June 30, 2010 or December 31, 2009. We believe that the unrealized losses on the held-to-maturity portfolio at June 30, 2010 are temporary and are related to market interest rate fluctuations and not to deterioration in the creditworthiness of the issuers. We expect to recover the entire amortized cost basis of the held-to-maturity debt securities, and we intend to hold these investments until maturity.

In July 2010, we sold substantially all of our held-to-maturity portfolio for approximately $15.6 million, resulting in a realized loss of $0.1 million. The majority of our held-to-maturity securities were due to mature by the end of 2010, and the decision to sell was made in order to increase the availability of cash for the funding of certain strategic transactions, including the acquisitions of Spider and INR.

Marketable securities classified as available-for-sale are stated at fair value, with unrealized holding gains and losses included in Other comprehensive income. The cost, gross unrealized gains and losses and fair value of securities classified as available-for-sale at June 30, 2010 and December 31, 2009 are summarized as follows:

 

     (In Millions)
     June 30, 2010
     Cost      Gross Unrealized      Fair
Value
          Gains            Losses       

Equity securities

           

(without contractual maturity)

     $       39.2        $ 26.2      $       (4.0)        $ 61.4  
     (In Millions)
     December 31, 2009
     Cost    Gross Unrealized    Fair
Value
      Gains    Losses   

Equity securities

           

(without contractual maturity)

     $       35.6        $       46.1        $       (0.7)        $       81.0  

 

ACQUISITIONS AND OTHER INVESTMENTS
ACQUISITIONS AND OTHER INVESTMENTS

NOTE 7 – ACQUISITIONS AND OTHER INVESTMENTS

We allocate the cost of acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. Any excess of cost over the fair value of the net assets acquired is recorded as goodwill.

Wabush

We acquired the remaining 73.2 percent interest in Wabush on February 1, 2010, thereby increasing our ownership interest to 100 percent. Our full ownership of Wabush has been included in the condensed consolidated financial statements since that date. The acquisition-date fair value of the consideration transferred totaled $103 million, which consisted of a cash purchase price of $88 million and a working capital adjustment of $15 million. With Wabushs 5.5 million tons of production capacity, acquisition of the remaining interest has increased our North American Iron Ore equity production capacity by approximately 4.0 million tons and has added more than 50 million tons of additional reserves. Furthermore, acquisition of the remaining interest has provided us additional access to the seaborne iron ore markets serving steelmakers in Europe and Asia.

Prior to the acquisition date, we accounted for our 26.8 percent interest in Wabush as an equity-method investment. The acquisition-date fair value of the previous equity interest was $39.7 million. We recognized a gain of $47.0 million as a result of remeasuring our prior equity interest in Wabush held before the business combination. The gain was recognized in the first quarter of 2010 and is included in Gain on acquisition of controlling interests in the Statements of Unaudited Condensed Consolidated Operations for the six months ended June 30, 2010.

The following table summarizes the consideration paid for Wabush and the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The fair value estimates were made in the first quarter of 2010 and remain unchanged as of June 30, 2010. We are in the process of completing certain valuations of the assets acquired and liabilities assumed related to the acquisition, most notably, tangible assets, deferred taxes and goodwill, and the final allocation will be made when completed. Accordingly, the provisional measurements noted below are preliminary and subject to modification in the future.

 

    (In Millions)

Consideration

 

Cash

    $ 88.0   

Working capital adjustments

    15.0   
     

Fair value of total consideration transferred

    103.0   

Fair value of Cliffs equity interest in Wabush held prior to acquisition of remaining interest

    39.7   
     
    $ 142.7   
     

Recognized amounts of identifiable assets acquired and liabilities assumed

 

ASSETS:

 

In-process inventories

    $ 21.8   

Supplies and other inventories

    43.6   

Other current assets

    13.2   

Land and mineral rights

    85.1   

Plant and equipment

    146.3   

Intangible assets

    66.4   

Other assets

    16.3   
     

Total identifiable assets acquired

    392.7   

LIABILITIES:

 

Current liabilities

    (48.1)  

Pension and OPEB obligations

    (80.6)  

Mine closure obligations

    (39.6)  

Below-market sales contracts

    (67.7)  

Deferred taxes

    (20.5)  

Other liabilities

    (8.9)  
     

Total identifiable liabilities assumed

    (265.4)  
     

Total identifiable net assets acquired

    127.3   

Preliminary goodwill

    15.4   
     

Total net assets acquired

    $     142.7   
     

Of the $66.4 million of acquired intangible assets, $54.7 million was assigned to the value of a utility contract that provides favorable rates compared with prevailing market rates and will be amortized on a straight-line basis over the five-year remaining life of the contract. The remaining $11.7 million was assigned to the value of an easement agreement that is anticipated to provide a fee to Wabush for rail traffic moving over Wabush lands and will be amortized over a 30-year period.

The $15.4 million of preliminary goodwill resulting from the acquisition was assigned to our North American Iron Ore business segment. The preliminary goodwill recognized is primarily attributable to the mine’s port access and proximity to the seaborne iron ore markets. None of the preliminary goodwill is expected to be deductible for income tax purposes.

As our fair value estimates remain unchanged from the first quarter of 2010, there were no significant changes to the purchase price allocation from the initial allocation reported for the period ended June 30, 2010. We expect to finalize the purchase price allocation for the acquisition of Wabush later this year.

Refer to NOTE 8 – GOODWILL AND OTHER INTANGIBLE ASSETS AND LIABILITIES for further information.

 

Freewest

During 2009, we acquired 29 million shares, or 12.4 percent, of Freewest, a Canadian-based mineral exploration company focused on acquiring, exploring and developing high-quality chromite, gold and base-metal properties in Eastern Canada. On January 27, 2010, we acquired all of the remaining outstanding shares of Freewest, for C$1.00 per share, including its interest in the Ring of Fire properties, which comprise three premier chromite deposits. As a result of the transaction, our ownership interest in Freewest increased from 12.4 percent as of December 31, 2009 to 100 percent as of the acquisition date. Our full ownership of Freewest has been included in the condensed consolidated financial statements since the acquisition date. The acquisition of Freewest is consistent with our strategy to broaden our mineral diversification and allows us to apply our expertise in open-pit mining and mineral processing to a chromite ore resource base that would form the foundation of North Americas only ferrochrome production operation. The planned mine is expected to produce 1 million to 2 million tonnes of high-grade chromite ore annually, which will be further processed into 400 thousand to 800 thousand tonnes of ferrochrome. Total purchase consideration for the acquisition was approximately $185.9 million, comprised of the issuance of 0.0201 of our common shares for each Freewest share, representing a total of 4.2 million common shares or $173.1 million, and $12.8 million in cash. The acquisition-date fair value of the consideration transferred was determined based on the closing market price of our common shares on the acquisition date.

Prior to the acquisition date, we accounted for our 12.4 percent interest in Freewest as an available-for-sale equity security. The acquisition-date fair value of the previous equity interest was $27.4 million, which was determined based upon the closing market price of the 29 million previously owned shares on the acquisition date. We recognized a gain of $13.6 million in the first quarter of 2010 as a result of remeasuring our ownership interest in Freewest held prior to the business acquisition. The gain is included in Gain on acquisition of controlling interests in the Statements of Unaudited Condensed Consolidated Operations for the six months ended June 30, 2010.

The following table summarizes the consideration paid for Freewest and the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The fair value estimates were made in the first quarter of 2010 and remain unchanged as of June 30, 2010. We are in the process of conducting a valuation of the assets acquired and liabilities assumed related to the acquisition, most notably, mineral lands and deferred taxes, and the final allocation will be made when completed. Accordingly, allocation of the purchase price is preliminary and subject to modification in the future.

 

    (In Millions)

Consideration

 

Equity instruments (4.2 million Cliffs common shares)

    $         173.1  

Cash

    12.8  
     

Fair value of total consideration transferred

    185.9  

Fair value of Cliffs ownership interest in Freewest held prior to acquisition of remaining interest

    27.4  
     
    $ 213.3  
     

Recognized amounts of identifiable assets acquired and liabilities assumed

 

ASSETS:

 

Cash

    $ 7.7  

Other current assets

    1.4  

Mineral rights

    252.8  

Marketable securities

    12.1  
     

Total identifiable assets acquired

    274.0  

LIABILITIES:

 

Accounts payable

    (3.3) 

Long-term deferred tax liabilities

    (57.4) 
     

Total identifiable liabilities assumed

    (60.7) 
     

Total identifiable net assets acquired

    $ 213.3  
     

As our fair value estimates remain unchanged from the first quarter of 2010, there were no significant changes to the purchase price allocation from the initial allocation reported for the period ended June 30, 2010. We expect to finalize the purchase price allocation for the acquisition of Freewest later this year.

 

Spider

During the second quarter of 2010, we commenced a formal cash offer to acquire all of the outstanding common shares of Spider, a Canadian-based mineral exploration company, for C$0.19 per share. As of June 30, 2010, we held 27.4 million shares of Spider, representing approximately four percent of its issued and outstanding shares. As noted above, through our acquisition of Freewest during the first quarter of 2010, we acquired an interest in the Ring of Fire properties, which comprise three premier chromite deposits. As of June 30, 2010, we owned 47 percent of the “Big Daddy” chromite deposit located in Northern Ontario. The Spider acquisition allows us to obtain majority ownership of that chromite deposit, based on Spider’s ownership percentage in the deposit of 26.5 percent as of June 30, 2010.

On July 6, 2010, all of the conditions to acquire the remaining common shares of Spider had been satisfied or waived. Consequently, we own approximately 85 percent of Spider as of July 26, 2010, representing a majority of the common shares outstanding on a fully-diluted basis. Spider will be included in our Ferroalloys operating segment. Refer to NOTE 21 – SUBSEQUENT EVENTS for further information.

GOODWILL AND OTHER INTANGIBLE ASSETS AND LIABILITIES
GOODWILL AND OTHER INTANGIBLE ASSETS AND LIABILITIES

NOTE 8 – GOODWILL AND OTHER INTANGIBLE ASSETS AND LIABILITIES

Goodwill

The following table summarizes changes in the carrying amount of goodwill allocated by reporting unit for the six months ended June 30, 2010 and the year ended December 31, 2009:

 

     (In Millions)
     June 30, 2010    December 31, 2009 (1)
     North
American
Iron Ore
   Asia
Pacific
Iron Ore
   Total    North
American
Iron Ore
   Asia
Pacific
Iron Ore
   Total

Beginning Balance

     $       2.0        $       72.6         $       74.6         $       2.0        $ -          $       2.0  

Arising in business combinations

     15.4        -           15.4         -          68.3        68.3  

Impact of foreign currency translation

     -          (2.9)        (2.9)        -          4.3        4.3  
                                         

Ending Balance

     $       17.4        $       69.7         $       87.1         $       2.0        $       72.6        $       74.6  
                                         

(1) Represents a 12-month rollforward of our goodwill by reportable unit at December 31, 2009.

The increase in the balance of goodwill as of June 30, 2010 is due to the preliminary assignment of $15.4 million to goodwill in the first quarter of 2010 based on the preliminary purchase price allocation for the acquisition of the remaining interest in Wabush. There have been no significant changes to the purchase price allocation from the initial allocation that was reported for the period ended March 31, 2010. The balance of $87.1 million and $74.6 million at June 30, 2010 and December 31, 2009, respectively, is presented as Goodwill on the Statements of Unaudited Condensed Consolidated Financial Position. Refer to NOTE 7 – ACQUISITIONS AND OTHER INVESTMENTS for additional information.

Goodwill is not subject to amortization and is tested for impairment annually or when events or circumstances indicate that impairment may have occurred.

 

Other Intangible Assets and Liabilities

Following is a summary of intangible assets and liabilities as of June 30, 2010 and December 31, 2009:

 

         (In Millions)
         June 30, 2010    December 31, 2009
   

Classification

   Gross
Carrying
Amount
   Accumulated
Amortization
   Net
Carrying
Amount
   Gross
Carrying
Amount
   Accumulated
Amortization
   Net
Carrying
Amount

Definite lived intangible assets:

                   

Permits

  Intangible assets      $ 118.3        $ (11.3)       $ 107.0        $ 120.3        $ (8.2)       $ 112.1  

Utility contracts

  Intangible assets      54.7        (4.6)       50.1        -          -          -    

Easements

  Intangible assets      11.7        (0.2)       11.5        -          -          -    

Leases

  Intangible assets      3.1        (2.8)       0.3        3.1        (2.8)       0.3  

Unpatented technology

  Intangible assets      4.0        (2.0)       2.0        4.0        (1.6)       2.4  
                                           

Total intangible assets

       $ 191.8        $       (20.9)       $ 170.9        $ 127.4        $       (12.6)       $ 114.8  
                                           

Below-market sales contracts

  Current liabilities      $ (43.2)       $ -          $ (43.2)       $ (30.3)       $ -          $ (30.3) 

Below-market sales contracts

  Long-term liabilities      (253.5)       57.2        (196.3)       (198.7)       45.4        (153.3) 
                                           

Total below-market sales contracts

       $     (296.7)       $ 57.2        $   (239.5)       $   (229.0)       $ 45.4        $   (183.6) 
                                           

The intangible assets are subject to periodic amortization on a straight-line basis over their estimated useful lives as follows:

 

Intangible Asset

   Useful Life (years)

Permits

   15 - 28

Utility contracts

   5

Easements

   30

Leases

   1.5 - 4.5

Unpatented technology

   5

Amortization expense relating to intangible assets was $4.3 million and $8.3 million, respectively, for the three and six months ended June 30, 2010, and is recognized in Cost of goods sold and operating expenses on the Statements of Unaudited Condensed Consolidated Operations. Amortization expense relating to intangible assets was $3.0 million and $4.8 million, respectively, for the comparable periods in 2009. The estimated amortization expense relating to intangible assets for the remainder of 2010 and each of the five succeeding fiscal years is as follows:

 

     (In Millions)
     Amount

Year Ending December 31

  

2010 (remaining six months)

     $       8.9  

2011

     18.1  

2012

     18.1  

2013

     17.2  

2014

     17.2  

2015

     6.1  
      

Total

     $ 85.6  
      

 

The below-market sales contracts are classified as a liability and recognized over the remaining terms of the underlying contracts, which range from 3.5 to 8.5 years. For the three and six months ended June 30, 2010 we recognized $11.8 million in Product revenues related to the below-market sales contracts, compared with $10.1 million for the three and six months ended June 30, 2009. The following amounts will be recognized in earnings for the remainder of 2010 and each of the five succeeding fiscal years:

 

     (In Millions)
     Amount

Year Ending December 31

  

2010 (remaining six months)

   $ 31.4

2011

     48.6

2012

     45.3

2013

     45.3

2014

     23.0

2015

     23.0
      

Total

   $ 216.6
      
FAIR VALUE OF FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS

NOTE 9 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The following represents the assets and liabilities of the Company measured at fair value at June 30, 2010 and December 31, 2009:

 

     (In Millions)
     June 30, 2010

Description

   Quoted Prices in Active
Markets for Identical
Assets/Liabilities
(Level 1)
   Significant  Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
    Total

Assets:

          

Cash equivalents

     $   235.9        $ -          $ -            $ 235.9  

Derivative assets

     -          -          238.9   (1)      238.9  

Marketable securities

     61.4        -          -            61.4  

Foreign exchange contracts

     -          2.0        -            2.0  
                            

Total

     $ 297.3        $ 2.0        $                 238.9          $         538.2  
                            

Liabilities:

          

Foreign exchange contracts

     $ -          $ (5.6)       $ -            $ (5.6) 
                            

Total

     $ -          $                         (5.6)       $ -            $ (5.6) 
                            

 

  (1)

Derivative assets includes $83.3 million classified as Accounts receivable on the Statement of Unaudited Condensed Consolidated Financial Position as of June 30, 2010. Refer to NOTE 3 - ACCOUNTS RECEIVABLE and NOTE 4 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES for further information.

 

     (In Millions)
     December 31, 2009

Description

   Quoted Prices in Active
Markets for Identical
Assets/Liabilities
(Level 1)
   Significant  Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
   Total

Assets:

           

Cash equivalents

     $ 376.0         $ -           $ -           $ 376.0   

Derivative assets

     -           -           63.2         63.2   

Marketable securities

     81.0         -           -           81.0   

Foreign exchange contracts

     -           4.2         -           4.2   
                           

Total

     $ 457.0         $                     4.2         $                 63.2         $         524.4   
                           

We had no financial instruments measured at fair value that were in a liability position at December 31, 2009.

Financial assets classified in Level 1 at June 30, 2010 and December 31, 2009 include money market funds and available-for-sale marketable securities. The valuation of these instruments is determined using a market approach, taking into account current interest rates, creditworthiness, and liquidity risks in relation to current market conditions, and is based upon unadjusted quoted prices for identical assets in active markets.

 

The valuation of financial assets and liabilities classified in Level 2 is determined using a market approach based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for substantially the full term of the financial instrument. Level 2 securities primarily include derivative financial instruments valued using financial models that use as their basis readily observable market parameters. At June 30, 2010 and December 31, 2009, such derivative financial instruments include substantially all of our foreign exchange hedge contracts. The fair value of the foreign exchange hedge contracts is based on forward market prices and represents the estimated amount we would receive or pay to terminate these agreements at the reporting date, taking into account creditworthiness, nonperformance risk, and liquidity risks associated with current market conditions.

The derivative financial assets classified within Level 3 at June 30, 2010 and December 31, 2009 include a derivative instrument embedded in certain supply agreements with one of our North American Iron Ore customers. The agreements include provisions for supplemental revenue or refunds based on the customer’s annual steel pricing at the time the product is consumed in the customer’s blast furnaces. We account for this provision as a derivative instrument at the time of sale and mark this provision to fair value as a revenue adjustment each reporting period until the product is consumed and the amounts are settled. The fair value of the instrument is determined using a market approach based on an estimate of the annual realized price of hot rolled steel at the steelmaker’s facilities, and takes into consideration current market conditions and nonperformance risk.

The Level 3 derivative assets at June 30, 2010 also consist of freestanding derivatives related to certain supply agreements with our North American Iron Ore customers. As a result of a recent shift in the industry toward shorter-term pricing arrangements that are linked to the spot market and potential elimination of the annual benchmark system, we are in the process of discussing the terms of certain of our customer supply agreements and have recorded certain shipments made in the first half of 2010 on a provisional basis until final settlement is reached. The pricing provisions are characterized as freestanding derivatives and are required to be accounted for separately once the product is shipped. The derivative instrument, which is settled and billed once final pricing settlement is reached, is marked to fair value as a revenue adjustment each reporting period based upon the estimated forward settlement until prices are actually settled. The fair value of the instrument is determined based on the forward price expectation of the final price settlement for 2010 and takes into account current market conditions and other risks, including nonperformance risk.

Substantially all of the financial assets and liabilities are carried at fair value or contracted amounts that approximate fair value. We had no financial assets or liabilities measured at fair value on a non-recurring basis at June 30, 2010 or December 31, 2009.

We recognize any transfers between levels as of the beginning of the reporting period, including both transfers into and out of levels. There were no transfers between Level 1 and Level 2 of the fair value hierarchy as of June 30, 2010. The following represents a reconciliation of the changes in fair value of financial instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2010 and 2009.

 

     (In Millions)
     Derivative Assets
     Three Months Ended
June 30,
   Six Months Ended
June 30,
     2010    2009    2010    2009

Beginning balance

     $ 171.0        $ 30.1        $ 63.2        $ 76.6  

Total gains (losses)

           

Included in earnings

     437.7        5.2        799.8        (21.7) 

Included in other comprehensive income

     -          -          -          -    

Settlements

     (369.8)       (9.9)       (624.1)       (29.5) 

Transfers in to Level 3

     -          -          -          -    
                           

Ending balance - June 30

     $ 238.9        $ 25.4        $ 238.9        $ 25.4  
                           

Total gains (losses) for the period included in earnings attributable to the change in unrealized gains or losses on assets and liabilities still held at the reporting date

     $       400.9        $       5.2        $       639.8        $       (21.7) 
                           

Gains and losses included in earnings are reported in Product revenues on the Statements of Unaudited Condensed Consolidated Operations for the three and six months ended June 30, 2010 and 2009.

The carrying amount and fair value of our long-term receivables and long-term debt at June 30, 2010 and December 31, 2009 were as follows:

 

     (In Millions)
     June 30, 2010    December 31, 2009
      Carrying
Value
   Fair
Value
   Carrying
Value
   Fair
Value

Long-term receivables:

           

Customer supplemental payments

     $ 22.3        $ 18.7        $ 21.4        $ 17.5  

ArcelorMittal USA - Ispat receivable

     35.6        43.0        38.3        45.7  

Other

     7.9        7.9        -          -    
                           

Total long-term receivables (1)

     $ 65.8        $ 69.6        $ 59.7        $ 63.2  
                           

Long-term debt:

           

Senior notes - $400 million

     $ 400.0        $ 417.7        $ -          $ -    

Senior notes - $325 million

     325.0        353.9        325.0        332.9  

Term loan

     -          -          200.0        200.0  

Customer borrowings

     -          -          4.6        4.6  
                           

Total long-term debt

     $       725.0        $       771.6        $       529.6        $       537.5  
                           

(1) Includes current portion.

           

The terms of one of our North American Iron Ore pellet supply agreements require supplemental payments to be paid by the customer during the period 2009 through 2013, with the option to defer a portion of the 2009 monthly amount up to $22.3 million in exchange for interest payments until the deferred amount is repaid in 2013. Interest is payable by the customer quarterly, and payments began in September 2009 at the higher of 9 percent or the prime rate plus 350 basis points. As of June 30, 2010, we have a receivable of $22.3 million recorded in Other non-current assets on the Statements of Unaudited Condensed Consolidated Financial Position reflecting the terms of this deferred payment arrangement. This compares with a receivable of $21.4 million recorded as of December 31, 2009. The fair value of the receivable of $18.7 million and $17.5 million at June 30, 2010 and December 31, 2009, respectively, is based on a discount rate of 5.8 percent, which represents the estimated credit-adjusted risk-free interest rate for the period the receivable is outstanding.

 

In 2002, we entered into an agreement with Ispat that restructured the ownership of the Empire mine and increased our ownership from 46.7 percent to 79 percent in exchange for the assumption of all mine liabilities. Under the terms of the agreement, we indemnified Ispat from obligations of Empire in exchange for certain future payments to Empire and to us by Ispat of $120 million, recorded at a present value of $35.6 million and $38.3 million at June 30, 2010 and December 31, 2009, respectively. The fair value of the receivable of $43.0 million and $45.7 million at June 30, 2010 and December 31, 2009, respectively, is based on a discount rate of 3.8 percent, which represents the estimated credit-adjusted risk-free interest rate for the period the receivable is outstanding.

The fair value of long-term debt was determined using quoted market prices or discounted cash flows based upon current borrowing rates. The term loan and revolving loan are variable rate interest debt and approximate fair value. See NOTE 10 – DEBT AND CREDIT FACILITIES for further information.

DEBT AND CREDIT FACILITIES
DEBT AND CREDIT FACILITIES

NOTE 10 – DEBT AND CREDIT FACILITIES

The following represents a summary of our long-term debt as of June 30, 2010 and December 31, 2009:

 

($ in Millions)

 

June 30, 2010

 

Debt Instrument

   Type    Average
Annual
Interest Rate
   Final
Maturity
   Total
Borrowing
Capacity
   Total
Principal
Outstanding
 

$400 Million Senior Notes

   Fixed    5.90 %      2020        $ 400.0        $ 400.0     

$325 Million Private Placement Senior Notes:

              

Series 2008A - Tranche A

   Fixed    6.31 %      2013        270.0        270.0     

Series 2008A - Tranche B

   Fixed    6.59 %      2015        55.0        55.0     

$600 Million Credit Facility: (1)

              

Revolving loan

   Variable    -   %      2012        600.0        -     (2) 
                        

Total

              $ 1,325.0        $ 725.0     
                        

December 31, 2009

 

Debt Instrument

   Type    Average
Annual
Interest Rate
   Final
Maturity
   Total
Borrowing
Capacity
   Total
Principal
Outstanding
 

$325 Million Private Placement Senior Notes:

              

Series 2008A - Tranche A

   Fixed    6.31 %      2013        $ 270.0        $ 270.0     

Series 2008A - Tranche B

   Fixed    6.59 %      2015        55.0        55.0     

$800 Million Credit Facility:

              

Term loan

   Variable    1.43 %      2012        200.0        200.0     

Revolving loan

   Variable    -   %      2012        600.0        -    (2) 
                        

Total

              $     1,125.0        $   525.0     
                        

(1) The $200 million term loan was repaid in full on March 31, 2010.

(2) As of June 30, 2010 and December 31, 2009, no revolving loans were drawn under the credit facility; however, the principal amount of letter of credit obligations totaled $62.2 million and $31.4 million, respectively, reducing available borrowing capacity to $537.8 million and $568.6 million, respectively.

The terms of the private placement senior notes and the credit facility each contain customary covenants that require compliance with certain financial covenants based on: (1) debt to earnings ratio and (2) interest coverage ratio. As of June 30, 2010 and December 31, 2009, we were in compliance with the financial covenants related to both the private placement senior notes and the credit facility.

$400 Million Senior Notes Offering

On March 17, 2010, we completed a $400 million public offering of senior notes due March 15, 2020. Interest at a fixed rate of 5.90 percent is payable on March 15 and September 15 of each year, beginning on September 15, 2010, until maturity on March 15, 2020. The senior notes are unsecured obligations and rank equally with all of our other existing and future senior unsecured and unsubordinated indebtedness. There are no subsidiary guarantees of the interest and principal amounts.

 

A portion of the net proceeds from the senior notes offering was used for the repayment of our $200 million term loan under our credit facility, which we repaid on March 31, 2010, as well as the repayment of our share of Amapá’s remaining debt outstanding of $100.8 million on May 27, 2010. Other uses of the proceeds may include repayment of all or a portion of other debt obligations and the funding of other strategic transactions, such as the acquisitions of Spider and INR. Refer to NOTE 21 – SUBSEQUENT EVENTS for further information.

The senior notes may be redeemed any time at our option after 30 days but within no more than 60 days of notice to the note holders. The senior notes are redeemable at a redemption price equal to the greater of (1) 100 percent of the principal amount of the notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed, discounted to the redemption date on a semi-annual basis, plus accrued and unpaid interest to the date of redemption. In addition, if a change of control triggering event occurs, we will be required to offer to purchase the notes at a purchase price equal to 101 percent of the principal amount, plus accrued and unpaid interest to the date of purchase.

The terms of the senior notes contain certain customary covenants; however, there are no financial covenants.

Short-term Facilities

On March 31, 2010, Asia Pacific Iron Ore entered into a new A$40 million ($34.3 million) bank contingent instrument facility and cash advance facility to replace the existing A$40 million multi-option facility, which was extended through June 30, 2010 and subsequently renewed until June 30, 2011. The facility, which is renewable annually at the bank’s discretion, provides A$40 million in credit for contingent instruments, such as performance bonds and the ability to request a cash advance facility to be provided at the discretion of the bank. As of June 30, 2010, the outstanding bank guarantees under this facility totaled A$20.5 million ($17.6 million), thereby reducing borrowing capacity to A$19.5 million ($16.7 million). We have provided a guarantee of the facility, along with certain of our Australian subsidiaries. The facility agreement contains customary covenants that require compliance with certain financial covenants: (1) debt to earnings ratio and (2) interest coverage ratio, both based on the financial performance of the Company. As of June 30, 2010, we were in compliance with these financial covenants.

Latin America

During the first six months of 2010, Amapá repaid its total project debt outstanding, for which we had provided a several guarantee on our 30 percent share. Repayment of our share of the total project debt outstanding consisted of $54.2 million and $100.8 million repaid on February 17, 2010 and May 27, 2010, respectively. Upon repayment, our estimate of the aggregate fair value of the outstanding guarantee of $6.7 million was reversed through Equity income (loss) from ventures in the Statements of Unaudited Condensed Consolidated Operations for the three and six months ended June 30, 2010. The fair value was estimated using a discounted cash flow model based upon the spread between guaranteed and non-guaranteed debt over the period the debt was expected to be outstanding.

Debt Maturities

Maturities of debt instruments based on the principal amounts outstanding at June 30, 2010, total $270 million in 2013, $55 million in 2015 and $400 million thereafter.

Refer to NOTE 9 – FAIR VALUE OF FINANCIAL INSTRUMENTS for further information.

 

LEASE OBLIGATIONS
LEASE OBLIGATIONS

NOTE 11 – LEASE OBLIGATIONS

We lease certain mining, production and other equipment under operating and capital leases. The leases are for varying lengths, generally at market interest rates and contain purchase and/or renewal options at the end of the terms. Our operating lease expense was $6.0 million and $11.9 million, respectively, for the three and six months ended June 30, 2010, compared with $7.0 million and $14.0 million, respectively, for the same periods in 2009.

Future minimum payments under capital leases and non-cancellable operating leases at June 30, 2010 are as follows:

 

     (In Millions)
     Capital
Leases
    Operating
Leases

2010 (July 1 - December 31)

     $ 15.9          $ 11.9  

2011

     28.1          19.8  

2012

     27.0          16.3  

2013

     21.3          16.2  

2014

     20.8          11.9  

2015 and thereafter

     64.9          12.8  
              

Total minimum lease payments

     178.0          $ 88.9  
        

Amounts representing interest

     44.6       
          

Present value of net minimum lease payments

     $       133.4   (1)   
          

(1)  The total is comprised of $19.3 million and $114.1 million classified as Other current liabilities and Other liabilities, respectively, on the Statements of Unaudited Condensed Consolidated Financial Position at June 30, 2010.

ENVIRONMENTAL AND MINE CLOSURE OBLIGATIONS
ENVIRONMENTAL AND MINE CLOSURE OBLIGATIONS

NOTE 12 – ENVIRONMENTAL AND MINE CLOSURE OBLIGATIONS

We had environmental and mine closure liabilities of $178.4 million and $132.3 million at June 30, 2010 and December 31, 2009, respectively. The following is a summary of the obligations as of June 30, 2010 and December 31, 2009:

 

     (In Millions)
     June 30,
2010
   December 31,
2009

Environmental

     $ 14.3        $ 14.5  

Mine closure

     

LTVSMC

     15.1        13.9  

Operating mines:

     

North American Iron Ore

     101.1        56.9  

North American Coal

     31.4        30.3  

Asia Pacific Iron Ore

     11.4        11.4  

Other

     5.1        5.3  
             

Total mine closure

     164.1        117.8  
             

Total environmental and mine closure obligations

     178.4        132.3  

Less current portion

     8.2        8.0  
             

Long-term environmental and mine closure obligations

     $       170.2        $       124.3  
             

Environmental

Our environmental liability of $14.3 million and $14.5 million at June 30, 2010 and December 31, 2009, respectively, primarily relates to the Rio Tinto Mine Site, an historic underground copper mine located near Mountain City, Nevada, where tailings were placed in Mill Creek, a tributary to the Owyhee River. Site investigation and remediation work is being conducted in accordance with a Consent Order between the Nevada DEP and the RTWG, composed of Cliffs, Atlantic Richfield Company, Teck Cominco American Incorporated, and E. I. du Pont de Nemours and Company. In recognition of the potential for an NRD claim, the parties are actively pursuing a global settlement that would include the EPA and encompass both the remedial action and the NRD issues. In 2009, the RTWG entered into an allocation agreement to resolve differences over the allocation of any negotiated remedy, under which we are obligated to fund 32.5 percent of the contemplated insured fixed-price cleanup (“IFC”). In the event an IFC is not implemented, the RTWG has agreed on allocation percentages, with Cliffs being committed to fund 32.5 percent of any remedy. We have an environmental liability of $9.4 million and $9.5 million recorded on the Statements of Unaudited Condensed Consolidated Financial Position as of June 30, 2010 and December 31, 2009, respectively, related to this issue. We believe our current reserve is adequate to fund our anticipated portion of the IFC. While a global settlement with the EPA has not been finalized, we expect an agreement will be reached in 2010.

 

Mine Closure

Our mine closure obligations are for our five consolidated North American operating iron ore mines, our two operating North American coal mining complexes, our Asia Pacific operating iron ore mines, the coal mine at Sonoma and a closed operation formerly known as LTVSMC.

The accrued closure obligation for our active mining operations provides for contractual and legal obligations associated with the eventual closure of the mining operations. The accretion of the liability and amortization of the related asset is recognized over the estimated mine lives for each location. The following represents a rollforward of our asset retirement obligation liability related to our active mining locations for the six months ended June 30, 2010 and the year ended December 31, 2009:

 

     (In Millions)
     June 30,
2010
   December 31,
2009 (1)

Asset retirement obligation at beginning of period

     $ 103.9        $ 86.8  

Accretion expense

     6.3        6.8  

Exchange rate changes

     (0.8)       3.6  

Revision in estimated cash flows

     -          6.7  

Acquired through business combinations

     39.6        -    
             

Asset retirement obligation at end of period

     $   149.0        $ 103.9  
             

(1) Represents a 12-month rollforward of our asset retirement obligation at December 31, 2009.

PENSIONS AND OTHER POSTRETIREMENT BENEFITS
PENSIONS AND OTHER POSTRETIREMENT BENEFITS

NOTE 13 – PENSIONS AND OTHER POSTRETIREMENT BENEFITS

The following are the components of defined benefit pension and OPEB expense for the three and six months ended June 30, 2010 and 2009:

Defined Benefit Pension Expense

 

     (In Millions)
     Three Months Ended
June 30,
   Six Months Ended
June 30,
     2010    2009    2010    2009

Service cost

     $ 4.6        $ 3.0        $ 9.0        $ 6.5  

Interest cost

     13.1        8.9        25.6        19.8  

Expected return on plan assets

     (13.5)       (7.3)       (26.1)       (17.3) 

Amortization:

           

Prior service costs

     1.0        0.9        2.1        1.9  

Net actuarial losses

     6.0        6.3        11.9        13.0  
                           

Net periodic benefit cost

     $     11.2        $     11.8        $     22.5        $     23.9  
                           

 

Other Postretirement Benefits Expense

 

     (In Millions)
     Three Months Ended
June 30,
   Six Months Ended
June 30,
     2010    2009    2010    2009

Service cost

     $ 1.6        $ 1.1        $ 3.2        $ 2.3  

Interest cost

     5.5        4.3        10.7        8.7  

Expected return on plan assets

     (3.3)       (2.2)       (6.5)       (4.5) 

Amortization:

           

Prior service costs

     0.5        0.5        0.9        0.9  

Net actuarial losses

     1.7        2.6        3.4        5.1  
                           

Net periodic benefit cost

     $     6.0        $     6.3        $     11.7        $     12.5  
                           

We made pension contributions of $11.7 million for the six months ended June 30, 2010. OPEB contributions were $17.4 million and $14.9 million for the six months ended June 30, 2010 and 2009, respectively.

STOCK COMPENSATION PLANS
STOCK COMPENSATION PLANS

NOTE 14 – STOCK COMPENSATION PLANS

Employees’ Plans

On May 11, 2010, our shareholders approved and adopted an amendment and restatement of the 2007 ICE Plan to increase the authorized number of shares available for issuance under the plan and to provide an annual limitation on the number of shares available to grant to any one participant in any fiscal year of 500,000 common shares. As of June 30, 2010, the Company’s 2007 ICE Plan, as amended and restated (“ICE Plan”), authorized up to 11,000,000 of our common shares to be issued as stock options, stock appreciation rights, restricted shares, restricted share units, retention units, deferred shares, and performance shares or performance units.

For the outstanding plan year agreements, each performance share, if earned, entitles the holder to receive a number of common shares within the range between a threshold and maximum number of shares, with the actual number of common shares earned dependent upon whether the Company achieves certain objectives and performance goals as established by the Compensation and Organization Committee (“Committee”) of the Board of Directors. The performance share grants vest over a period of three years and are intended to be paid out in common shares. Performance is measured on the basis of two factors: 1) relative TSR for the period, as measured against a predetermined peer group of mining and metals companies, and 2) three-year cumulative free cash flow. The final payout varies from zero to 150 percent of the performance shares awarded. The restricted share units are subject to continued employment, are retention based, will vest at the end of the performance period for the performance shares, and are payable in shares at a time determined by the Committee at its discretion.

On March 8, 2010, the Committee approved a grant under our shareholder approved ICE Plan for the performance period 2010-2012. A total of 367,430 shares were granted under the award, consisting of 272,700 performance shares and 94,730 restricted share units. During the second quarter of 2010 additional shares were granted under the ICE Plan, consisting of 17,755 performance shares and 13,015 restricted share units, restricted stock and retention units.

The performance shares awarded under the ICE Plan to the Company’s Chief Executive Officer on December 17, 2009 and March 8, 2010 of 67,009 shares and 18,720 shares, respectively, met the aggregate value added performance objective under the award terms as of June 30, 2010. The number of shares paid out under these particular awards at the end of each incentive period will be determined by the Committee based upon the achievement of certain other performance factors evaluated solely at the Committee’s discretion and may be reduced from the 67,009 shares and 18,720 shares granted. These other performance factors are in addition to the aggregate value added performance factor described above. As a result of this uncertainty, a grant date has not yet been determined for this award for purposes of measuring and recognizing compensation cost.

 

Upon the occurrence of a change in control, all performance shares, restricted share units, restricted stock and retention units granted to a participant will vest and become nonforfeitable and will be paid out in cash.

Determination of Fair Value

The fair value of each performance share grant is estimated on the date of grant using a Monte Carlo simulation to forecast relative TSR performance. A correlation matrix of historic and projected stock prices was developed for both the Company and its predetermined peer group of mining and metals companies. The fair value assumes that performance goals will be achieved. If such goals are not met, no compensation cost is recognized and any recognized compensation cost is reversed.

The expected term of the grant represents the time from the grant date to the end of the service period. We estimated the volatility of our common stock and that of the peer group of mining and metals companies using daily price intervals for all companies. The risk-free interest rate is the rate at the grant date on zero-coupon government bonds, with a term commensurate with the remaining life of the performance plans.

The following assumptions were utilized to estimate the fair value for the 2010 performance share grants:

 

Period (1)

 

Grant Date
Market

Price

 

Average
Expected

Term

(Years)

 

Expected
Volatility

 

Risk-Free
Interest Rate

 

Dividend Yield

 

Fair Value

 

Fair Value

(Percent of

Grant Date

Market Price)

First Quarter

  $60.17   2.82   94.6%   1.28%   0.59%   $36.28   60.30%

Second Quarter

  $56.12 - $74.02   2.82   94.6%   1.28%   0.59%   $33.84 - $44.63   60.30%

 

(1)

Performance shares were granted during the first quarter of 2010 on March 8, 2010 and during the second quarter of 2010 on April 6, April 12, April 26, May 3, and June 14, 2010.

The fair value of the restricted share units is determined based on the closing price of the Company’s shares on the grant date. The restricted share units granted under the Plan vest over a period of three years.

Nonemployee Directors

On May 11, 2010, an annual equity grant was awarded under our Directors’ Plan to all Nonemployee Directors elected or re-elected by the shareholders as follows:

 

Date of Grant

   Unrestricted Equity
Grant Shares
   Restricted Equity
Grant Shares
   Deferred Equity
Grant Shares
May 11, 2010    3,963    7,926    1,321

The Directors’ Plan provides for an annual equity grant, which is awarded at the time of our Annual Meeting of Shareholders each year to all Nonemployee Directors elected or re-elected by the shareholders. The value of the equity grant is payable in restricted shares with a three-year vesting period from the date of grant. The closing market price of our common shares on our Annual Meeting date is divided into the equity grant to determine the number of restricted shares awarded. Effective May 1, 2008, Nonemployee Directors received an annual retainer fee of $50,000 and an annual equity award of $75,000. The Directors’ Plan offers the Nonemployee Director the opportunity to defer all or a portion of the Annual Directors’ Retainer fees, Chair retainers, meeting fees, and the Equity Grant into the Compensation Plan. A Director who is 69 or older at the equity grant date will receive common shares with no restrictions.

 

INCOME TAXES
INCOME TAXES

NOTE 15 – INCOME TAXES

Our tax provision for the three and six months ended June 30, 2010 was $99.3 million and $171.6 million, respectively. The tax provision for the six months ended June 30, 2010 includes $23.1 million of expense for discrete items primarily related to expense associated with the PPACA and the Reconciliation Act, which were both signed into law in March 2010. The effective tax rate for the first six months of 2010 is approximately 33.0 percent. Our 2010 expected effective tax rate for the full year is approximately 28.5 percent before discrete items, which reflects benefits from deductions for percentage depletion in excess of cost depletion related to U.S. operations as well as benefits derived from operations outside the U.S., which are taxed at rates lower than the U.S. statutory rate of 35 percent.

As of June 30, 2010, our valuation allowance against certain deferred tax assets increased by $4.0 million from December 31, 2009 primarily related to ordinary losses of certain foreign operations for which future utilization is currently uncertain as well as a tax basis greater than book basis on certain foreign assets.

As of June 30, 2010, cumulative undistributed earnings of foreign subsidiaries included in consolidated retained earnings continue to be indefinitely reinvested in international operations. Accordingly, no provision has been made for U.S. deferred taxes related to future repatriation of these earnings, nor is it practicable to estimate the amount of income taxes that would have to be provided if we concluded that such earnings will be remitted in the future.

At January 1, 2010, we had $75.2 million of unrecognized tax benefits. If the $75.2 million was recognized, $74.2 million would impact the effective tax rate. We do not anticipate any significant changes in unrecognized tax benefit obligations will occur within the next 12 months. During the three and six months ended June 30, 2010, we accrued an additional $0.7 million and $1.3 million, respectively, of interest relating to the unrecognized tax benefits.

Tax years that remain subject to examination are years 2007 and forward for the United States, 1993 and forward for Canada, and 1994 and forward for Australia.

CAPITAL STOCK
CAPITAL STOCK

NOTE 16 – CAPITAL STOCK

Shareholder Rights Plan

On March 9, 2010, our Board of Directors approved the redemption of the rights accompanying our common shares. The rights were issued pursuant to the terms of the Shareholder Rights Plan that was adopted in October 2008. The redemption of the rights effectively terminates the Shareholders Rights Plan. The redemption price of $0.001 per right was paid as part of the common share dividend on June 1, 2010 to shareholders of record as of May 14, 2010. Accordingly, $0.001 of the $0.14 quarterly dividend was allocated to pay the redemption price of the rights.

Dividends

On May 11, 2010, our Board of Directors increased our quarterly common share dividend from $0.0875 to $0.14. The increased cash dividend was paid on June 1, 2010 to shareholders on record as of May 14, 2010.

 

COMPREHENSIVE INCOME
COMPREHENSIVE INCOME

NOTE 17 – COMPREHENSIVE INCOME

The following are the components of comprehensive income for the three and six months ended June 30, 2010 and 2009:

 

     (In Millions)
     Three Months
Ended June 30,
   Six Months
Ended June 30,
     2010    2009    2010    2009

Net income attributable to Cliffs shareholders

     $ 260.7         $ 45.5         $ 354.2         $ 38.1   

Other comprehensive income:

           

Unrealized net gain (loss) on marketable securities - net of tax

     (4.3)        4.2         (14.2)        5.3   

Foreign currency translation

     (73.4)        130.6         (44.3)        129.5   

Amortization of net periodic benefit cost - net of tax

     4.4         5.7         17.7         17.9   

Unrealized gain on interest rate swap - net of tax

     -           0.5         -           0.5   

Unrealized loss on derivative financial instruments

     (1.6)        (3.5)        (3.2)        (9.9)  
                           

Total other comprehensive income

     (74.9)        137.5         (44.0)        143.3   
                           

Total comprehensive income

     $     185.8         $     183.0         $     310.2         $     181.4   
                           
EARNINGS PER SHARE
EARNINGS PER SHARE

NOTE 18 – EARNINGS PER SHARE

A summary of the calculation of earnings per common share on a basic and diluted basis follows:

 

     (In Millions)
     Three Months Ended
June 30,
   Six Months Ended
June 30,
     2010    2009    2010    2009

Net income attributable to Cliffs shareholders

     $     260.7         $ 45.5         $ 354.2         $ 38.1   

Weighted average number of shares:

           

Basic

     135.3         125.1         135.2         119.1   

Employee stock plans

     0.8         0.7         0.8         0.7   
                           

Diluted

     136.1         125.8         136.0         119.8   
                           

Earnings per common share attributable to Cliffs shareholders - Basic

     $ 1.93         $ 0.36         $ 2.62         $ 0.32   
                           

Earnings per common share attributable to Cliffs shareholders - Diluted

     $ 1.92         $     0.36         $     2.60         $     0.32   
                           
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES

NOTE 19 – COMMITMENTS AND CONTINGENCIES

Purchase Commitments

In 2010, we incurred a capital commitment for the construction of a new portal closer to the coal face at our Oak Grove mine in Alabama. The portal, which requires a capital investment of approximately $29 million, of which $20 million has been committed, will significantly decrease transit time to and from the coal face, resulting in among other things, improved safety, greater operational efficiency, increased productivity, lower employment costs and improved employee morale. As of June 30, 2010, capital expenditures related to this purchase were approximately $5 million. Remaining committed expenditures of $15 million are scheduled to be made throughout the remainder of 2010.

In 2008, we incurred a capital commitment for the purchase of a new longwall plow system for our Pinnacle mine in West Virginia. The system, which requires a capital investment of approximately $90 million, will replace the current longwall plow system in an effort to reduce maintenance costs and increase production at the mine. As of June 30, 2010, capital expenditures related to this purchase were approximately $29 million. Remaining expenditures of approximately $43 million and $18 million are scheduled to be made in 2010 and 2011, respectively. In July 2010, we made a progress payment on the longwall of approximately $25 million.

 

Contingencies

Litigation

We are currently a party to various claims and legal proceedings incidental to our operations. If management believes that a loss arising from these matters is probable and can reasonably be estimated, we record the amount of the loss, or the minimum estimated liability when the loss is estimated using a range, and no point within the range is more probable than another. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Based on currently available information, management believes that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on our financial position or results of operations. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include monetary damages or an injunction. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which the ruling occurs, or future periods. However, we believe that any pending litigation will not result in a material liability in relation to our consolidated financial statements. Refer to Part II – Item 1, Legal Proceedings, for additional information.

CASH FLOW INFORMATION
CASH FLOW INFORMATION

NOTE 20 – CASH FLOW INFORMATION

A reconciliation of capital additions to cash paid for capital expenditures for the six months ended June 30, 2010 and 2009 is as follows:

 

     (In Millions)
     Six Months Ended June 30,
     2010    2009

Capital additions

     $ 70.7        $ 113.8  

Cash paid for capital expenditures

     63.0        60.5  
             

Difference

     $ 7.7        $ 53.3  
             

Non-cash accruals

     $ 7.7        $ 5.5  

Capital leases

     -          47.8  
             

Total

     $ 7.7        $ 53.3  
             

Non-cash investing activities for the six months ended June 30, 2010 include the issuance of 4.2 million of our common shares valued at $173.1 million as part of the purchase consideration for the acquisition of the remaining interest in Freewest. Non-cash items for the six months ended June 30, 2010 also include gains of $60.6 million related to the remeasurement of our previous ownership interest in Freewest and Wabush held prior to each business acquisition. Refer to NOTE 7 – ACQUISITIONS AND OTHER INVESTMENTS for further information.

SUBSEQUENT EVENTS
SUBSEQUENT EVENTS

NOTE 21 – SUBSEQUENT EVENTS

Potential Acquisition of INR

On July 2, 2010, we entered into a definitive agreement to acquire all of the coal operations of privately owned INR, a producer of high-volatile metallurgical and thermal coal located in southern West Virginia. INR’s operations include two underground continuous mining method metallurgical coal mines and one open surface mine. We plan to finance the $757 million acquisition through available liquidity, including cash on hand and our $600 million credit facility. The acquisition includes a metallurgical and thermal coal mining complex with a coal preparation and processing facility as well as a large, long-life reserve base with an estimated 68 million tons of metallurgical coal and 51 million tons of thermal coal. This reserve base would increase our total global reserve base to over 175 million tons of metallurgical coal and over 57 million tons of thermal coal. The acquisition represents an opportunity for us to add complementary high-quality coal products to our existing operations and provides certain advantages, including among other things, long-life mine assets, operational flexibility, and new equipment. When combined with our current coal production in West Virginia, Alabama and Queensland, Australia, we estimate 2011 global equity production capacity of approximately 9 million tons at a split of approximately 7 million tons metallurgical and 2 million tons thermal. The business will be reported in our North American Coal segment. The acquisition is subject to customary closing conditions and is expected to close on July 30, 2010.

 

Spider - Acquisition of Majority Position

On July 6, 2010, all of the conditions of our all-cash offer to acquire the remaining common shares of Spider for C$0.19 per share had been satisfied or waived. Consequently, we own approximately 85 percent of Spider as of July 26, 2010, representing a majority of the common shares outstanding on a fully-diluted basis. Spider will be included in our Ferroalloys operating segment. Refer to NOTE 7 – ACQUISITIONS AND OTHER INVESTMENTS for additional information.

We have evaluated subsequent events through the date of financial statement issuance.