|
ACQUISITIONS (Tables)
|
12 Months Ended |
|
Dec. 31, 2012
|
|
Consolidated Thompson [Member]
|
|
| Business Acquisition [Line Items] |
|
| Schedule Of Allocation Of Purchase Price |
The following table summarizes the consideration paid for Consolidated Thompson and the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. We finalized the purchase price allocation for the acquisition of Consolidated Thompson during the second quarter of 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Millions) |
|
Initial
Allocation
|
|
Final
Allocation
|
|
Change |
Consideration |
|
|
|
|
|
Cash |
$ |
4,554.0 |
|
|
$ |
4,554.0 |
|
|
$ |
— |
|
Fair value of total consideration transferred |
$ |
4,554.0 |
|
|
$ |
4,554.0 |
|
|
$ |
— |
|
|
Recognized amounts of identifiable assets acquired and
liabilities assumed
|
|
|
|
|
|
ASSETS: |
|
|
|
|
|
Cash |
$ |
130.6 |
|
|
$ |
130.6 |
|
|
$ |
— |
|
Accounts receivable |
102.8 |
|
|
102.4 |
|
|
(0.4 |
) |
Product inventories |
134.2 |
|
|
134.2 |
|
|
— |
|
Other current assets |
35.1 |
|
|
35.1 |
|
|
— |
|
Mineral rights |
4,450.0 |
|
|
4,825.6 |
|
|
375.6 |
|
Property, plant and equipment |
1,193.4 |
|
|
1,193.4 |
|
|
— |
|
Intangible assets |
2.1 |
|
|
2.1 |
|
|
— |
|
Total identifiable assets acquired |
6,048.2 |
|
|
6,423.4 |
|
|
375.2 |
|
LIABILITIES: |
|
|
|
|
|
Accounts payable |
(13.6 |
) |
|
(13.6 |
) |
|
— |
|
Accrued liabilities |
(130.0 |
) |
|
(123.8 |
) |
|
6.2 |
|
Convertible debentures |
(335.7 |
) |
|
(335.7 |
) |
|
— |
|
Other current liabilities |
(41.8 |
) |
|
(47.9 |
) |
|
(6.1 |
) |
Long-term deferred tax liabilities |
(831.5 |
) |
|
(1,041.8 |
) |
|
(210.3 |
) |
Senior secured notes |
(125.0 |
) |
|
(125.0 |
) |
|
— |
|
Capital lease obligations |
(70.7 |
) |
|
(70.7 |
) |
|
— |
|
Other long-term liabilities |
(25.1 |
) |
|
(32.8 |
) |
|
(7.7 |
) |
Total identifiable liabilities assumed |
(1,573.4 |
) |
|
(1,791.3 |
) |
|
(217.9 |
) |
Total identifiable net assets acquired |
4,474.8 |
|
|
4,632.1 |
|
|
157.3 |
|
Noncontrolling interest in Bloom Lake |
(947.6 |
) |
|
(1,075.4 |
) |
|
(127.8 |
) |
Goodwill |
1,026.8 |
|
|
997.3 |
|
|
(29.5 |
) |
Total net assets acquired |
$ |
4,554.0 |
|
|
$ |
4,554.0 |
|
|
$ |
— |
|
|
| Schedule Of Unaudited Consolidated Proforma Information |
The following unaudited consolidated pro forma information summarizes the results of operations for the years ended December 31, 2011 and 2010, as if the Consolidated Thompson acquisition and the related financing had been completed as of January 1, 2010. The pro forma information gives effect to actual operating results prior to the acquisition. The unaudited consolidated pro forma information does not purport to be indicative of the results that actually would have been obtained if the acquisition of Consolidated Thompson had occurred as of the beginning of the periods presented or that may be obtained in the future.
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|
(In Millions, Except
Per Common Share)
|
|
2011 |
|
2010 |
REVENUES FROM PRODUCT SALES AND SERVICES |
$ |
6,772.3 |
|
|
$ |
4,784.6 |
|
NET INCOME (LOSS) ATTRIBUTABLE TO CLIFFS SHAREHOLDERS |
$ |
1,612.3 |
|
|
$ |
912.5 |
|
EARNINGS (LOSS) PER COMMON SHARE ATTRIBUTABLE TO CLIFFS SHAREHOLDERS - BASIC |
$ |
11.50 |
|
|
$ |
6.74 |
|
EARNINGS (LOSS) PER COMMON SHARE ATTRIBUTABLE TO CLIFFS SHAREHOLDERS - DILUTED |
$ |
11.43 |
|
|
$ |
6.70 |
|
|
|
Wabush [Member]
|
|
| Business Acquisition [Line Items] |
|
| Schedule Of Allocation Of Purchase Price |
We finalized the purchase price allocation for the acquisition of Wabush during the fourth quarter of 2010.
A comparison of the initial and final purchase price allocation has been provided in the following table.
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|
|
|
(In Millions) |
|
Initial
Allocation
|
|
Final
Allocation
|
|
Change |
Consideration |
|
|
|
|
|
Cash |
$ |
88.0 |
|
|
$ |
88.0 |
|
|
$ |
— |
|
Working capital adjustments |
15.0 |
|
|
15.0 |
|
|
— |
|
Fair value of total consideration transferred |
103.0 |
|
|
103.0 |
|
|
— |
|
|
Fair value of Cliffs’ equity interest in Wabush held prior to
acquisition of remaining interest
|
39.7 |
|
|
38.0 |
|
|
(1.7 |
) |
|
$ |
142.7 |
|
|
$ |
141.0 |
|
|
$ |
(1.7 |
) |
|
Recognized amounts of identifiable assets acquired
and liabilities assumed
|
|
|
|
|
|
ASSETS: |
|
|
|
|
|
In-process inventories |
$ |
21.8 |
|
|
$ |
21.8 |
|
|
$ |
— |
|
Supplies and other inventories |
43.6 |
|
|
43.6 |
|
|
— |
|
Other current assets |
13.2 |
|
|
13.2 |
|
|
— |
|
Mineral rights |
85.1 |
|
|
84.4 |
|
|
(0.7 |
) |
Plant and equipment |
146.3 |
|
|
147.8 |
|
|
1.5 |
|
Intangible assets |
66.4 |
|
|
66.4 |
|
|
— |
|
Other assets |
16.3 |
|
|
19.3 |
|
|
3.0 |
|
Total identifiable assets acquired |
392.7 |
|
|
396.5 |
|
|
3.8 |
|
LIABILITIES: |
|
|
|
|
|
Current liabilities |
(48.1 |
) |
|
(48.1 |
) |
|
— |
|
Pension and OPEB obligations |
(80.6 |
) |
|
(80.6 |
) |
|
— |
|
Mine closure obligations |
(39.6 |
) |
|
(53.4 |
) |
|
(13.8 |
) |
Below-market sales contracts |
(67.7 |
) |
|
(67.7 |
) |
|
— |
|
Deferred taxes |
(20.5 |
) |
|
— |
|
|
20.5 |
|
Other liabilities |
(8.9 |
) |
|
(8.8 |
) |
|
0.1 |
|
Total identifiable liabilities assumed |
(265.4 |
) |
|
(258.6 |
) |
|
6.8 |
|
Total identifiable net assets acquired |
127.3 |
|
|
137.9 |
|
|
10.6 |
|
Goodwill |
15.4 |
|
|
3.1 |
|
|
(12.3 |
) |
Total net assets acquired |
$ |
142.7 |
|
|
$ |
141.0 |
|
|
$ |
(1.7 |
) |
|
|
Freewest [Member]
|
|
| Business Acquisition [Line Items] |
|
| Schedule Of Allocation Of Purchase Price |
We adjusted the initial purchase price allocation for the acquisition of Freewest in the fourth quarter of 2010 as follows:
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|
(In Millions) |
|
Initial
Allocation |
|
Final
Allocation |
|
Change |
Consideration |
|
|
|
|
|
Equity instruments (4.2 million Cliffs common shares) |
$ |
173.1 |
|
|
$ |
173.1 |
|
|
$ |
— |
|
Cash |
12.8 |
|
|
12.8 |
|
|
— |
|
Fair value of total consideration transferred |
185.9 |
|
|
185.9 |
|
|
— |
|
|
Fair value of Cliffs’ ownership interest in Freewest held
prior to acquisition of remaining interest
|
27.4 |
|
|
27.4 |
|
|
— |
|
|
$ |
213.3 |
|
|
$ |
213.3 |
|
|
$ |
— |
|
|
Recognized amounts of identifiable assets acquired and
liabilities assumed
|
|
|
|
|
|
ASSETS: |
|
|
|
|
|
Cash |
$ |
7.7 |
|
|
$ |
7.7 |
|
|
$ |
— |
|
Other current assets |
1.4 |
|
|
1.4 |
|
|
— |
|
Mineral rights |
252.8 |
|
|
244.0 |
|
|
(8.8 |
) |
Marketable securities |
12.1 |
|
|
12.1 |
|
|
— |
|
Total identifiable assets acquired |
274.0 |
|
|
265.2 |
|
|
(8.8 |
) |
LIABILITIES: |
|
|
|
|
|
Accounts payable |
(3.3 |
) |
|
(3.3 |
) |
|
— |
|
Long-term deferred tax liabilities |
(57.4 |
) |
|
(54.3 |
) |
|
3.1 |
|
Total identifiable liabilities assumed |
(60.7 |
) |
|
(57.6 |
) |
|
3.1 |
|
Total identifiable net assets acquired |
213.3 |
|
|
207.6 |
|
|
(5.7 |
) |
Goodwill |
— |
|
|
5.7 |
|
|
5.7 |
|
Total net assets acquired |
$ |
213.3 |
|
|
$ |
213.3 |
|
|
$ |
— |
|
|
|
Spider [Member]
|
|
| Business Acquisition [Line Items] |
|
| Schedule Of Allocation Of Purchase Price |
We adjusted the initial purchase price allocation for the acquisition of Spider in the fourth quarter of 2010 as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
(In Millions) |
|
Initial
Allocation
|
|
Final
Allocation
|
|
Change |
Consideration |
|
|
|
|
|
Cash |
$ |
56.9 |
|
|
$ |
56.9 |
|
|
$ |
— |
|
Fair value of total consideration transferred |
56.9 |
|
|
56.9 |
|
|
— |
|
|
Fair value of Cliffs’ ownership interest in Spider held prior
to acquisition of remaining interest
|
4.9 |
|
|
4.9 |
|
|
— |
|
|
$ |
61.8 |
|
|
$ |
61.8 |
|
|
$ |
— |
|
|
Recognized amounts of identifiable assets acquired and
liabilities assumed
|
|
|
|
|
|
ASSETS: |
|
|
|
|
|
Cash |
$ |
9.0 |
|
|
$ |
9.0 |
|
|
$ |
— |
|
Other current assets |
4.5 |
|
|
4.5 |
|
|
— |
|
Mineral rights |
31.0 |
|
|
35.3 |
|
|
4.3 |
|
Total identifiable assets acquired |
44.5 |
|
|
48.8 |
|
|
4.3 |
|
LIABILITIES: |
|
|
|
|
|
Other current liabilities |
(5.2 |
) |
|
(5.2 |
) |
|
— |
|
Long-term deferred tax liabilities |
(2.7 |
) |
|
(5.1 |
) |
|
(2.4 |
) |
Total identifiable liabilities assumed |
(7.9 |
) |
|
(10.3 |
) |
|
(2.4 |
) |
Total identifiable net assets acquired |
36.6 |
|
|
38.5 |
|
|
1.9 |
|
Goodwill |
77.1 |
|
|
75.2 |
|
|
(1.9 |
) |
Noncontrolling interest in Spider |
(51.9 |
) |
|
(51.9 |
) |
|
— |
|
Total net assets acquired |
$ |
61.8 |
|
|
$ |
61.8 |
|
|
$ |
— |
|
|
|
CLCC [Member]
|
|
| Business Acquisition [Line Items] |
|
| Schedule Of Allocation Of Purchase Price |
We adjusted the initial purchase price allocation for the acquisition of CLCC as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Millions) |
|
Initial
Allocation
|
|
Final
Allocation
|
|
Change |
Consideration |
|
|
|
|
|
Cash |
$ |
757.0 |
|
|
$ |
757.0 |
|
|
— |
|
Working capital adjustments |
17.5 |
|
|
18.9 |
|
|
1.4 |
|
Fair value of total consideration transferred |
$ |
774.5 |
|
|
$ |
775.9 |
|
|
$ |
1.4 |
|
Recognized amounts of identifiable assets acquired and liabilities assumed |
|
|
|
|
|
ASSETS: |
|
|
|
|
|
Product inventories |
$ |
20.0 |
|
|
$ |
20.0 |
|
|
$ |
— |
|
Other current assets |
11.8 |
|
|
11.8 |
|
|
— |
|
Land and mineral rights |
640.3 |
|
|
639.3 |
|
|
(1.0 |
) |
Plant and equipment |
111.1 |
|
|
112.3 |
|
|
1.2 |
|
Deferred taxes |
16.5 |
|
|
15.9 |
|
|
(0.6 |
) |
Intangible assets |
7.5 |
|
|
7.5 |
|
|
— |
|
Other non-current assets |
0.8 |
|
|
0.8 |
|
|
— |
|
Total identifiable assets acquired |
808.0 |
|
|
807.6 |
|
|
(0.4 |
) |
LIABILITIES: |
|
|
|
|
|
Current liabilities |
(22.8 |
) |
|
(24.1 |
) |
|
(1.3 |
) |
Mine closure obligations |
(2.8 |
) |
|
(2.8 |
) |
|
— |
|
Below-market sales contracts |
(32.6 |
) |
|
(32.6 |
) |
|
— |
|
Total identifiable liabilities assumed |
(58.2 |
) |
|
(59.5 |
) |
|
(1.3 |
) |
Total identifiable net assets acquired |
749.8 |
|
|
748.1 |
|
|
(1.7 |
) |
Goodwill |
24.7 |
|
|
27.8 |
|
|
3.1 |
|
Total net assets acquired |
$ |
774.5 |
|
|
$ |
775.9 |
|
|
$ |
1.4 |
|
|