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Quarterly report pursuant to Section 13 or 15(d)

Basis of Presentation and Significant Accounting Policies (Policy)

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Basis of Presentation and Significant Accounting Policies (Policy)
6 Months Ended
Jun. 30, 2011
Basis of Presentation and Significant Accounting Policies Ìý
Basis of Consolidation

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 results of operations for the three and six months ended JuneÌý30, 2011 are not necessarily indicative of results to be expected for the year ended DecemberÌý31, 2011 or any other future period. 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 DecemberÌý31, 2010.

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

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Ìý Ìý Ìý Ìý Ìý Ìý Ìý

ÌýÌýÌýÌýÌýÌýÌýÌýNameÌýÌýÌýÌýÌýÌýÌýÌý

ÌýÌý

ÌýÌýÌýÌýLocationÌýÌýÌýÌý

ÌýÌý

ÌýÌýÌýÌýOwnership InterestÌýÌýÌýÌý

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ÌýÌýÌýÌýOperationÌýÌýÌýÌý

ÌýNorthshore

ÌýÌý ÌýMinnesota ÌýÌý 100.0% Ìý Iron Ore

ÌýUnited Taconite

ÌýÌý ÌýMinnesota ÌýÌý 100.0% Ìý Iron Ore

ÌýWabush

ÌýÌý ÌýLabrador/Quebec,ÌýCanada ÌýÌý 100.0% Ìý Iron Ore

ÌýBloom Lake

ÌýÌý ÌýQuebec, Canada ÌýÌý 75.0% Ìý Iron Ore

ÌýTilden

ÌýÌý ÌýMichigan ÌýÌý 85.0% Ìý Iron Ore

ÌýEmpire

ÌýÌý ÌýMichigan ÌýÌý 79.0% Ìý Iron Ore

ÌýAsia Pacific Iron Ore

ÌýÌý ÌýWestern Australia ÌýÌý 100.0% Ìý Iron Ore

ÌýPinnacle

ÌýÌý ÌýWest Virginia ÌýÌý 100.0% Ìý Coal

ÌýOak Grove

ÌýÌý ÌýAlabama ÌýÌý 100.0% Ìý Coal

ÌýCLCC

ÌýÌý ÌýWest Virginia ÌýÌý 100.0% Ìý Coal

ÌýrenewaFUEL

ÌýÌý ÌýMichigan ÌýÌý 95.0% Ìý Biomass

ÌýFreewest

ÌýÌý ÌýOntario, Canada ÌýÌý 100.0% Ìý Chromite

ÌýSpider

ÌýÌý ÌýOntario, Canada ÌýÌý 100.0% Ìý Chromite

Intercompany transactions and balances are eliminated upon consolidation.

Investments
ÌýÌýÌýÌýÌýÌýÌýÌýÌý 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 JuneÌý30, 2011 and DecemberÌý31, 2010. Parentheses indicate a net liability.

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Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý
Ìý ÌýÌý Ìý ÌýÌý Ìý ÌýÌý (In Millions) Ìý

InvestmentÌýÌýÌýÌý

ÌýÌý

ClassificationÌýÌýÌýÌýÌýÌýÌýÌý

ÌýÌý Interest
ÌýÌýÌýÌýPercentageÌýÌýÌýÌý
ÌýÌý ÌýÌýJuneÌý30,
2011
Ìý ÌýÌý ÌýÌýDecemberÌý31,ÌýÌý
2010
Ìý
Ìý Ìý Ìý Ìý Ìý

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ÌýÌý Investments in ventures ÌýÌý 30 ÌýÌý ÌýÌý$ 476.7ÌýÌý ÌýÌý ÌýÌý ÌýÌý$ 461.3ÌýÌý ÌýÌý

AusQuest

ÌýÌý Investments in ventures ÌýÌý 30 ÌýÌý Ìý 7.3ÌýÌý ÌýÌý ÌýÌý Ìý 24.1ÌýÌý ÌýÌý

Cockatoo

ÌýÌý Investments in ventures ÌýÌý 50 ÌýÌý Ìý 6.1ÌýÌý ÌýÌý ÌýÌý Ìý 10.5ÌýÌý ÌýÌý

Hibbing

ÌýÌý Other liabilities ÌýÌý 23 ÌýÌý Ìý (1.8)Ìý ÌýÌý ÌýÌý Ìý (5.8)Ìý ÌýÌý

Other

ÌýÌý Investments in ventures ÌýÌý Ìý ÌýÌý Ìý 19.3ÌýÌý ÌýÌý ÌýÌý Ìý 18.9ÌýÌý ÌýÌý
Ìý ÌýÌý Ìý ÌýÌý Ìý ÌýÌý Ìý Ìý Ìý ÌýÌý Ìý Ìý Ìý
Ìý ÌýÌý Ìý ÌýÌý Ìý ÌýÌý ÌýÌý$ ÌýÌýÌýÌýÌýÌýÌýÌý507.6ÌýÌý ÌýÌý ÌýÌý ÌýÌý$ ÌýÌýÌýÌýÌýÌýÌýÌý509.0ÌýÌý ÌýÌý
Ìý ÌýÌý Ìý ÌýÌý Ìý ÌýÌý Ìý Ìý Ìý ÌýÌý Ìý Ìý Ìý
Significant Accounting Policies

Reportable Segments

As a result of the acquisition of Consolidated Thompson, we have revised the number of our operating and reportable segments as determined under ASC 280. Our Company's primary operations are organized and managed according to product category and geographic location and now include: U.S. Iron Ore, Eastern Canadian Iron Ore, North American Coal, Asia Pacific Iron Ore, Asia Pacific Coal, Latin American Iron Ore, Alternative Energies, Ferroalloys and our Global Exploration Group. Our historical presentation of segment information consisted of three reportable segments: North American Iron Ore, North American Coal and Asia Pacific Iron Ore. Our restated presentation consists of four reportable segments: U.S. Iron Ore, Eastern Canadian Iron Ore, North American Coal and Asia Pacific Iron Ore. The amounts disclosed in NOTE 2 – SEGMENT REPORTING reflects this restatement.

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Significant Accounting Policies

A detailed description of our significant accounting policies can be found in the audited financial statements for the fiscal year ended DecemberÌý31, 2010, included in our Annual Report on Form 10-K filed with the SEC. Due to the completion of our acquisition of Consolidated Thompson, there have been several changes in our significant accounting policies and estimates from those disclosed therein. The significant accounting policies requiring updates have been included within the disclosures below.

Inventories
Revenue Recognition and Cost of Goods Sold and Operating Expenses
Retrospective Adjustments

Retrospective Adjustments

In accordance with the business combination guidance in ASC 805, we retrospectively recorded adjustments to the Wabush purchase price allocation that occurred during the second half of 2010 back to the date of acquisition that occurred during the first quarter of 2010. The adjustments were due to further refinements of the fair values of the assets acquired and liabilities assumed. Additionally, we continued to ensure our existing interest in Wabush was incorporating all of the book basis, including amounts recorded in Accumulated other comprehensive income. Due to these adjustments, the financial statements for the six months ended JuneÌý30, 2010 have been retrospectively adjusted for these changes, resulting in a decrease to Income From Continuing Operations Before Income Taxes and Equity Income (Loss) from Ventures of $22.0 million and a decrease to Net Income Attributable to Cliffs Shareholders of $15.9 million, respectively, on the Statements of Unaudited Condensed Consolidated Operations. The adjustments resulted in a decrease to basic and diluted earnings per common share of $0.12 and $0.11 per common share, respectively. In addition, Retained Earnings was decreased by $16.1 million and Accumulated other comprehensive income was increased by $25.3 million, respectively, on the Statements of Unaudited Condensed Consolidated Financial Position as of DecemberÌý31, 2010 for the effect of these retrospective adjustments. Refer to NOTE 5 – ACQUISITIONS AND OTHER INVESTMENTS for further information.

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Recent Accounting Pronouncements

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Recent Accounting Pronouncements

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 amended guidance is effective for the first reporting period beginning after DecemberÌý15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which is effective for fiscal years beginning after DecemberÌý15, 2010, and for interim periods within those fiscal years. We adopted the provisions of guidance required for the period beginning JanuaryÌý1, 2011; however, adoption of this amendment did not have a material impact on our consolidated financial statements.

In December 2010, the FASB issued amended guidance on business combinations in order to clarify the disclosure requirements around pro forma revenue and earnings. The update was issued in response to the diversity in practice about the interpretation of such requirements. The amendment specifies that pro forma revenue and earnings of the combined entity be presented as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period. The new guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after DecemberÌý15, 2010. We adopted the amended guidance upon our acquisition of Consolidated Thompson. Refer to NOTE 5 – ACQUISITIONS AND OTHER INVESTMENTS for further information.

In May 2011, the FASB amended the guidance on fair value as a result of the joint efforts by the FASB and the IASB to develop a single, converged fair value framework. The converged fair value framework provides converged guidance on how to measure fair value and on what disclosures to provide about fair value measurements. The significant amendments to the fair value measurement guidance and the new disclosure requirements include: (1)Ìýthe highest and best use and valuation premise for nonfinancial assets; (2)Ìýthe application to financial assets and financial liabilities with offsetting positions in market risks or counterparty credit risks; (3)Ìýpremiums or discounts in fair value measurement; (4)Ìýfair value of an instrument classified in a reporting entity's shareholders' equity; (5)Ìýfor Level 3 measurements, a quantitative disclosure of the unobservable inputs and assumptions used in the measurement, a description of the valuation process in place, and a narrative description of the sensitivity of the fair value to changes in the unobservable inputs and interrelationships between those inputs; and (6)Ìýthe level in the fair value hierarchy of items that are not measured at fair value in the statement of financial position but whose fair value must be disclosed. The new guidance is effective for interim and annual periods beginning after DecemberÌý15, 2011. We are currently evaluating the impact that the adoption of this amendment will have on our consolidated financial statements.

In June 2011, the FASB issued amended guidance on the presentation of comprehensive income in order to improve comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in OCI. The update also facilitates the convergence of GAAP and IFRS. The amendment eliminates the presentation options under ASC 220 and requires entities to report components of comprehensive income in either (1)Ìýa continuous statement of comprehensive income or (2)Ìýtwo separate but consecutive statements. In either presentation option, the entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from OCI to net income in the statements where the components of net income and the components of OCI are presented. The amendment does not change the items that must be reported in other comprehensive income. The new guidance is effective for fiscal years, and interim periods within those years, beginning after DecemberÌý15, 2011 and the amendments are required to be applied retrospectively. We are currently evaluating which presentation option we will choose and the impact that the adoption of this amendment will have on our consolidated financial statements.