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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.
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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 | ||
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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.
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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 |
Fair Value |
Balance Sheet |
Fair Value |
Balance Sheet |
Fair Value |
Balance Sheet |
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 customer’s average annual steel pricing at the time the product is consumed in the customer’s 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 world’s 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.
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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 | ||||||
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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 |
|
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 Wabush’s 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 America’s 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.
|
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 | |
|
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 $45.7 million at June 30, 2010 and December 31, 2009, respectively, is based on a discount rate of 3.8 percent, which represents the estimated credit-adjusted risk-free interest rate for the period the receivable is outstanding.
The fair value of long-term debt was determined using quoted market prices or discounted cash flows based upon current borrowing rates. The term loan and revolving loan are variable rate interest debt and approximate fair value. See NOTE 10 – DEBT AND CREDIT FACILITIES for further information.
|
NOTE 10 – DEBT AND CREDIT FACILITIES
The following represents a summary of our long-term debt as of June 30, 2010 and December 31, 2009:
($ 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.
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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. |
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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. |
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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.
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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 Price |
Average Term (Years) |
Expected |
Risk-Free |
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.
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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.
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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.
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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 | ||||
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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 | ||||
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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.
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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.
|
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.