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Quarterly report pursuant to Section 13 or 15(d)

Basis Of Presentation And Significant Accounting Policies

v2.3.0.15
Basis Of Presentation And Significant Accounting Policies
9 Months Ended
Sep. 30, 2011
Basis Of Presentation And Significant Accounting Policies [Abstract] Ìý
Basis Of Presentation And Significant Accounting Policies

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

On May 12, 2011, we acquired all of the outstanding common shares of Consolidated Thompson for C$17.25 per share in an all-cash transaction, including net debt. The unaudited condensed consolidated financial statements as of and for the period ended September 30, 2011 reflect ourÌý100 percent interest in Consolidated Thompson since that date. Refer to NOTE 5 – ACQUISITIONS AND OTHER INVESTMENTS for further information.

During the second quarter of 2011, we recorded an impairment charge of $17.6 million related to the decline in the fair value of our 30 percent ownership interest in AusQuest, that was determined to be other than temporary. We evaluated the severity of the decline in the fair value of the investment as compared to our historical carrying amount, considering the broader macroeconomic conditions and the status of current exploration prospects, and could not reasonably assert that the impairment period would be temporary. As of June 30, 2011, our investment in AusQuest had a fair value of $7.3 million based upon the closing market price of theÌý68.3 million shares held as of June 30, 2011. As we account for this investment as an equity method investment, we recorded the impairment charge as a component of Equity Income (Loss) from Ventures on the Statements of Unaudited Condensed Consolidated Operations for the nine months ended September 30, 2011. There were no additional impairment indicators during the third quarter of 2011.

In August 2011, we entered into a term sheet with our joint venture partner, HWE Cockatoo Pty Ltd., to sell our beneficial interest in the mining tenements and certain infrastructure of Cockatoo to Pluton Resources Limited. As consideration for the acquisition, Pluton Resources Limited will be responsible for the environmental rehabilitation of Cockatoo when it concludes its mining. As of September 30, 2011, our portion of the current estimated cost of the rehabilitation is approximately $20 million. The potential transaction is expected to occur at the end of the current stage of mining, Stage III, which is anticipated to be complete in late 2012. The consummation of the transaction is subject to completion of due diligence and definitive agreements between all parties, and will be conditional on regulatory and third-party consents and other customary closing conditions.

Immaterial Errors

The accounting for our 79 percent interest in the Empire mine was previously based upon the assessment that the mining venture functions as a captive cost company, supplying product only to the venture partners effectively on a cost basis. Upon the execution of the partnership arrangement in 2002, the underlying notion of the arrangement was for the partnership to provide pellets to the venture partners at an agreed upon rate to cover operating and capital costs. Furthermore, any gains or losses generated by the mining venture throughout the life of the partnership were expected to be minimal and the mine has historically been in a net loss position. The partnership arrangement provides that the venture partners share profits and losses on an ownership percentage basis of 79 percent and 21 percent, with the noncontrolling interest partner limited on the losses produced by the mining venture to its equity interest. Therefore, the noncontrolling interest partner cannot have a negative ownership interest in the mining venture. Under our captive cost company arrangements, the noncontrolling interests' revenue amounts are stated at an amount that is offset entirely by an equal amount included in cost of goods sold and operating expenses, resulting in no sales margin attributable to noncontrolling interest participants. In addition, under the Empire partnership arrangement, the noncontrolling interest net losses were historically recorded on the Statements of Unaudited Condensed Consolidated Operations through cost of goods sold and operating expenses. This was based on the assumption that the partnership would operate in a net liability position, and as mentioned, the noncontrolling partner is limited on the partnership losses that can be allocated to its ownership interest. Due to a change in the partnership pricing arrangement to align with the industry's shift towards shorter-term pricing arrangements linked to the spot market, the partnership began to generate profits. The change in partnership pricing was a result of the negotiated settlement with ArcelorMittal effective beginning for the three months ended March 31, 2011. The modification of the pricing mechanism

changed the nature of our cost sharing arrangement and we determined that we should have been recording a noncontrolling interest adjustment in accordance with ASC 810 on the Statements of Unaudited Condensed Consolidated Operations and on the Statements of Unaudited Condensed Consolidated Financial Position to the extent that the partnership was in a net asset position, beginning in the first quarter of 2011.

In accordance with applicable GAAP, management has quantitatively and qualitatively evaluated the materiality of the error and has determined the error to be immaterial to the quarterly reports previously filed for the periods ended March 31, 2011 and June 30, 2011, and also immaterial for this quarterly report for the period ended September 30, 2011. Accordingly, all of the resulting adjustments have been recorded prospectively on the Statements of Unaudited Condensed Consolidated Operations for the three and nine months ended September 30, 2011 and the Statements of Unaudited Condensed Consolidated Financial Position as of September 30, 2011. The adjustment to record the noncontrolling interest related to the Empire mining venture of $84.0 million, resulted in an increase to Income From Continuing Operations of $16.1 million, as a result of reductions in income tax expenses, and a decrease to Net Income Attributable To Cliffs Shareholders of $67.9 million on the Statements of Unaudited Condensed Consolidated Operations for the three and nine months ended September 30, 2011. The adjustments resulted in a decrease to basic and diluted earnings per common share of $0.47 per common share and $0.49 and $0.48 per common share for the three and nine months ended September 30, 2011, respectively. In addition, Retained Earnings was decreased by $67.9 million and Noncontrolling Interest was increased by $84.0 million on the Statements of Unaudited Condensed Consolidated Financial Position as of September 30, 2011.

In addition to the noncontrolling interest adjustment, the application of consolidation accounting for the Empire partnership arrangement also resulted in several financial statement line item reclassifications on the Statements of Unaudited Condensed Consolidated Operations for the three and nine months ended September 30, 2011. Under the captive cost company accounting, we historically recorded the reimbursements for our venture partners' cost through Freight and venture partners' cost reimbursements, with a corresponding offset in Cost of Goods Sold and Operating Expenses on the Statements of Unaudited Condensed Consolidated Operations. Accordingly, we have reclassified $46.0 million of revenues from Freight and venture partners' cost reimbursements to Product Revenues on the Statements of Unaudited Condensed Consolidated Operations for the three and nine months ended September 30, 2011. We also reclassified $54.1 million related to the ArcelorMittal price re-opener settlement recorded during the first quarter of 2011 from Cost of Goods Sold and Operating Expenses to Product Revenues on the Statements of Unaudited Condensed Consolidated Operations for the three and nine months ended September 30, 2011.

The impact of the prospective adjustments on the Statements of Unaudited Condensed Consolidated Operations for each of the prior interim periods of 2011 have been included within the table below. The prior period amounts included within the accompanying Condensed Consolidated Financial Statements have not been retrospectively adjusted for these impacts due to management's materiality assessment as discussed above.

Ìý

Ìý ÌýÌý (InÌýMillions,ÌýExceptÌýPerÌýShareÌýAmounts) Ìý
Ìý ÌýÌý ThreeÌýMonthsÌýEnded Ìý ÌýÌý SixÌýMonthsÌýEnded Ìý
Ìý ÌýÌý MarchÌý31, Ìý ÌýÌý JuneÌý30, Ìý ÌýÌý June 30, Ìý
Ìý ÌýÌý 2011 Ìý ÌýÌý 2011 Ìý ÌýÌý 2011 Ìý

Revenues from Product Sales and Services

ÌýÌý ÌýÌý ÌýÌý

Product

ÌýÌý ÌýÌý$ 54.1ÌýÌý ÌýÌý ÌýÌý ÌýÌý$ 46.0ÌýÌý ÌýÌý ÌýÌý ÌýÌý$ 100.1ÌýÌý ÌýÌý

Freight and venture partners' cost reimbursements

ÌýÌý Ìý -ÌýÌý ÌýÌý ÌýÌý Ìý (46.0)Ìý ÌýÌý ÌýÌý Ìý (46.0)Ìý ÌýÌý
ÌýÌý

Ìý

Ìý

Ìý ÌýÌý

Ìý

Ìý

Ìý ÌýÌý

Ìý

Ìý

Ìý
ÌýÌý Ìý 54.1ÌýÌý ÌýÌý ÌýÌý Ìý -ÌýÌýÌýÌý ÌýÌý ÌýÌý Ìý 54.1ÌýÌý ÌýÌý

Cost of Goods Sold and Operating Expenses

ÌýÌý Ìý (54.1)Ìý ÌýÌý ÌýÌý Ìý -ÌýÌýÌýÌý ÌýÌý ÌýÌý Ìý (54.1) ÌýÌý

Income from Continuing Operations

ÌýÌý Ìý 8.4ÌýÌý ÌýÌý ÌýÌý Ìý 7.7ÌýÌý ÌýÌý ÌýÌý Ìý 16.1ÌýÌý ÌýÌý

LESS: Income Attributable to Noncontrolling Interest

ÌýÌý Ìý 45.9ÌýÌý ÌýÌý ÌýÌý Ìý 38.1ÌýÌý ÌýÌý ÌýÌý Ìý 84.0ÌýÌý ÌýÌý
ÌýÌý

Ìý

Ìý

Ìý ÌýÌý

Ìý

Ìý

Ìý ÌýÌý

Ìý

Ìý

Ìý

Net Income Attributable to Cliffs Shareholders

ÌýÌý ÌýÌý$ (37.5)Ìý ÌýÌý ÌýÌý ÌýÌý$ (30.4)Ìý ÌýÌý ÌýÌý ÌýÌý$ (67.9)Ìý ÌýÌý

Earnings per Common Share Attributable to Cliffs Shareholders - Basic and Diluted

ÌýÌý ÌýÌý$ (0.28)Ìý ÌýÌý ÌýÌý ÌýÌý$ (0.22)Ìý ÌýÌý ÌýÌý ÌýÌý$ (0.49)Ìý ÌýÌý