FAIR VALUE OF FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2012

FAIR VALUE OF FINANCIAL INSTRUMENTS

NOTE 8 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The following represents the assets and liabilities of the Company measured at fair value at June 30, 2012 and December 31, 2011:

	(In Millions)
	June 30, 2012
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	$	25.0	$	-	$	-		$	25.0
Derivative assets		-		-		83.9	(1)		83.9
International marketable securities		25.0		-		-			25.0
Foreign exchange contracts		-		10.1		-			10.1
Total	$	50.0	$	10.1	$	83.9		$	144.0
Liabilities:
Derivative liabilities	$	-	$	-	$	15.8		$	15.8
Foreign exchange contracts		-		9.5		-			9.5
Total	$	-	$	9.5	$	15.8		$	25.3

	(In Millions)
	December 31, 2011
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	$	351.2	$	-	$	-		$	351.2
Derivative assets		-		-		157.9	(1)		157.9
International marketable securities		27.1		-		-			27.1
Foreign exchange contracts		-		8.0		-			8.0
Total	$	378.3	$	8.0	$	157.9		$	544.2
Liabilities:
Derivative liabilities	$	-	$	-	$	19.5		$	19.5
Foreign exchange contracts		-		3.5		-			3.5
Total	$	-	$	3.5	$	19.5		$	23.0

(1) Derivative assets includes $19.2 million and $83.8 million, respectively, classified as Accounts receivable in the Statement of Unaudited Condensed Consolidated Financial Position as of June 30, 2012 and December 31, 2011. Refer to NOTE 3 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES for further information.

Financial assets classified in Level 1 at June 30, 2012 and December 31, 2011 include money market funds and available-for-sale marketable securities. The valuation of these instruments 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. Level 2 securities primarily include derivative financial instruments valued using financial models that use as their basis readily observable market parameters. At June 30, 2012 and December 31, 2011, such derivative financial instruments included our existing foreign currency exchange contracts. The fair value of the foreign currency exchange 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, 2012 and December 31, 2011 include a freestanding derivative instrument related to certain supply agreements with one of our U.S. 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 adjust this provision to fair value as an adjustment to Product revenues 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 and liabilities at June 30, 2012 also consisted of derivatives related to certain supply agreements with our U.S. Iron Ore, Eastern Canadian Iron Ore and Asia Pacific Iron Ore customers. These customer supply agreements specify provisional price calculations, where the pricing mechanisms generally are based on market pricing, with the final sales price to be based on market inputs at a specified point in time in the future, per the terms of the supply agreements. The difference between the provisionally agreed-upon price and the estimated final sales price is characterized as a derivative and is required to be accounted for separately once the revenue has been recognized. The derivative instrument is adjusted to fair value through Product revenues each reporting period based upon current market data and forward-looking estimates provided by management until the final sales price is determined.

In the second quarter of 2011, we revised the inputs used to determine the fair value of these derivatives to include 2011 published pricing indices and settlements realized by other companies in the industry. Prior to this change, the fair value primarily was determined based on significant unobservable inputs to develop the forward price expectation of the final price settlement for 2011. Based on these changes to the inputs used in the determination of the fair value, we transferred $20.0 million of derivative assets from a Level 3 classification to a Level 2 classification within the fair value hierarchy in the second quarter of 2011.

The Level 3 derivative assets and liabilities at December 31, 2011 also consisted of derivatives related to certain supply agreements with our U.S. Iron Ore and Eastern Canadian Iron Ore customers. In some instances we are still working to revise components of the pricing calculations referenced within our supply agreements to incorporate new market inputs to the pricing mechanisms as a result of the elimination of historical benchmark pricing. As a result, we record certain shipments made to our U.S. Iron Ore and Eastern Canadian Iron Ore customers based on an agreed-upon provisional price with the customer until final settlement on the market inputs to the pricing mechanisms are finalized. The lack of agreed-upon market inputs results in these pricing provisions being characterized as derivatives. The derivative instrument, which is settled and billed or credited once the determinations of the market inputs to the pricing mechanisms are finalized, is adjusted to fair value through Product revenues each reporting period based upon current market data and forward-looking estimates determined by management. During the three and six months ended June 30, 2012, we had certain shipments to customers under supply agreements in which components of the pricing calculations are still being finalized. As a result, we have recorded certain shipments made during 2012 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 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.

The following table illustrates information about quantitative inputs and assumptions for the derivative assets and derivative liabilities categorized in Level 3 of the fair value hierarchy:

Quantitative Information About Level 3 Fair Value Measurements
($ in millions)	Fair Value at 6/30/12		Balance Sheet Location		Valuation Technique		Unobservable           Input	Range (Weighted Average)
Provisional Pricing Arrangement	$	3.3		Derivative Assets		Market Approach	Managements Estimate of 62% Fe		$140-$160 ($148)
	$	19.2		Accounts receivable
	$	15.8		Other current liabilities
Customer Supply Agreement	$	61.4		Derivative Assets		Market Approach	Hot-Rolled Steel Estimate		$650-$775 ($675)

The significant unobservable input used in the fair value measurement of the reporting entity’s provisional pricing arrangements is management’s estimate of 62% Fe price that is estimated based upon current market data, including historical seasonality and forward-looking estimates determined by management. Significant increases or decreases in this input would result in a significantly higher or lower fair value.

The significant unobservable input used in the fair value measurement of the reporting entity’s customer supply agreements is the future hot-rolled steel price. Significant increases or decreases in this input would result in a significantly higher or lower fair value measurement, respectively.

These significant estimates are determined by a collaboration of our commercial, finance and treasury departments and are reviewed by management.

Substantially all of the financial assets and liabilities are carried at fair value or contracted amounts that approximate fair value. We had no material financial assets and liabilities measured at fair value on a non-recurring basis at June 30, 2012 or December 31, 2011.

There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the first half of 2012 or 2011. As noted above, there was a transfer from Level 3 to Level 2 in the second quarter of 2011, as reflected in the table below. The following table 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, 2012 and 2011.

	(In Millions)
	Derivative Assets (Level 3)
	Three Months Ended     June 30,				Six Months Ended     June 30,
	2012		2011		2012		2011
Beginning balance	$	69.2	$	68.1	$	157.9	$	45.6
Total gains
Included in earnings		61.4		46.5		104.7		91.1
Included in other comprehensive income		-		-		-		-
Settlements		(46.7)		(30.6)		(178.7)		(52.7)
Transfers into Level 3		-		-		-
Transfers out of Level 3		-		(20.0)		-		(20.0)
Ending balance - June 30	$	83.9	$	64.0	$	83.9	$	64.0
Total gains for the period included in earnings attributable to the change in unrealized gains on assets still held at the reporting date	$	61.4	$	46.5	$	104.7	$	91.1
	(In Millions)
	Derivative Liabilities (Level 3)
	Three Months Ended     June 30,				Six Months Ended     June 30,
	2012		2011		2012		2011
Beginning balance	$	(1.1)	$	-	$	(19.5)	$	-
Total losses
Included in earnings		(14.7)		-		(15.8)		-
Included in other comprehensive income		-		-		-		-
Settlements		-		-		19.5		-
Transfers into Level 3		-				-
Transfers out of Level 3		-		-		-		-
Ending balance - June 30	$	(15.8)	$	-	$	(15.8)	$	-
Total losses for the period included in earnings attributable to the change in unrealized losses on assets still held at the reporting date	$	(14.7)	$	-	$	(15.8)	$	-

Gains and losses included in earnings are reported in Product revenues in the Statements of Unaudited Condensed Consolidated Operations for the three and six months ended June 30, 2012 and 2011.

The carrying amount for certain financial instruments (e.g. Accounts receivable, Accounts payable and Accrued expenses) approximate fair value and, therefore, have been excluded from the table below. A summary of the carrying amount and fair value of other financial instruments at June 30, 2012 and December 31, 2011 were as follows:

			(In Millions)
			June 30, 2012				December 31, 2011
	Classification		Carrying Value		Fair Value		Carrying Value		Fair Value
Receivables:
Customer supplemental payments		Level 2	$	11.1	$	10.5	$	22.3	$	20.8
ArcelorMittal USA—Receivable		Level 2		23.0		26.2		26.5		30.7
Other		Level 2		10.1		10.1		10.0		10.0
Total receivables			$	44.2	$	46.8	$	58.8	$	61.5
Long-term debt:
Term loan—$1.25 billion		Level 2	$	847.3	$	847.3	$	897.2	$	897.2
Senior notes—$700 million		Level 2		699.4		753.8		699.3		726.4
Senior notes—$1.3 billion		Level 2		1,289.3		1,526.4		1,289.2		1,399.4
Senior notes—$400 million		Level 2		398.1		461.5		398.0		448.8
Senior notes—$55 million		Level 2		55.0		62.1		325.0		348.7
Revolving loan		Level 2		325.0		325.0		—		—
Total long-term debt			$	3,614.1	$	3,976.1	$	3,608.7	$	3,820.5

The fair value of the long-term receivables and debt are based on the fair market yield curves for the remainder of the term expected to be outstanding.

The terms of one of our U.S. 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 began in September 2009 at the higher of 9 percent or the prime rate plus 350 basis points. As of June 30, 2012 and December 31, 2011, a receivable of $11.1 million and $22.3 million, respectively, have been recorded in Other non-current assets in the Statement of Unaudited Condensed Consolidated Financial Position reflecting the terms of this deferred payment arrangement. The fair value of the receivable of $10.5 million and $20.8 million at June 30, 2012 and December 31, 2011, respectively, is based on a discount rate of 3.29 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 79.0 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 $120.0 million, recorded at a present value of $23.0 million and $26.5 million at June 30, 2012 and December 31, 2011, respectively. The fair value of the receivable of $26.2 million and $30.7 million at June 30, 2012 and December 31, 2011, respectively, is based on a discount rate of 2.12 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 and approximate fair value. See NOTE 9 – DEBT AND CREDIT FACILITIES for further information.