Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             .
Commission File Number: 1-8944
clf-logoa01a01a06.jpg
CLIFFS NATURAL RESOURCES INC.
(Exact Name of Registrant as Specified in Its Charter)
Ohio
 
34-1464672
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
 
200 Public Square, Cleveland, Ohio
 
44114-2315
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (216) 694-5700
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES  ☒                                         NO  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES  ☒                                         NO  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
 
Accelerated filer
☐
Non-accelerated filer
☐
(Do not check if a smaller reporting company)
Smaller reporting company
☐
 
 
 
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES  ☐                                         NO  ☒
The number of shares outstanding of the registrant’s common shares, par value $0.125 per share, was 296,506,003 as of July 24, 2017.


Table of Contents


TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
Page Number
 
 
 
 
 
 
DEFINITIONS
 
 
 
 
 
 
PART I - FINANCIAL INFORMATION
 
 
 
 
Item 1.
Financial Statements
 
 
 
 
 
Statements of Unaudited Condensed Consolidated Financial Position as of June 30, 2017 and December 31, 2016
 
 
 
 
Statements of Unaudited Condensed Consolidated Operations for the Three and Six Months Ended June 30, 2017 and 2016
 
 
 
 
Statements of Unaudited Condensed Consolidated Comprehensive Income for the Three and Six Months Ended June 30, 2017 and 2016
 
 
 
 
Statements of Unaudited Condensed Consolidated Cash Flows for the Six Months Ended June 30, 2017 and 2016
 
 
 
 
Notes to Unaudited Condensed Consolidated Financial Statements
 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
 
 
Item 4.
Controls and Procedures
 
 
 
 
 
 
PART II - OTHER INFORMATION
 
 
 
 
Item 1.
Legal Proceedings
 
 
 
Item 1A.
Risk Factors
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
Item 4.
Mine Safety Disclosures
 
 
 
Item 6.
Exhibits
 
 
 
 
 
 
 
 
Signatures
 
 
 
 
 
 

Table of Contents


DEFINITIONS
The following abbreviations or acronyms are used in the text. References in this report to the “Company,” “we,” “us,” “our” and “Cliffs” are to Cliffs Natural Resources Inc. and subsidiaries, collectively. References to “A$” or “AUD” refer to Australian currency, “C$” or "CAD" to Canadian currency and “$” to United States currency.
Abbreviation or acronym
 
Term
A&R 2015 Equity Plan
 
 Amended and Restated Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan
ABL Facility
 
Syndicated Facility Agreement by and among Bank of America, N.A., as Administrative Agent and Australian Security Trustee, the Lenders that are parties hereto, Cliffs Natural Resources Inc., as Parent and a Borrower, and the Subsidiaries of Parent party hereto, as Borrowers dated as of March 30, 2015, as amended
ArcelorMittal
 
ArcelorMittal (as the parent company of ArcelorMittal Mines Canada, ArcelorMittal USA and ArcelorMittal Dofasco, as well as, many other subsidiaries)
ALJ
 
Administrative Law Judge
ASC
 
Accounting Standards Codification
ASU
 
Accounting Standards Updates
Bloom Lake Group
 
Bloom Lake General Partner Limited and certain of its affiliates, including Cliffs Quebec Iron Mining ULC
Canadian Entities
 
Bloom Lake Group, Wabush Group and certain other wholly-owned Canadian subsidiaries
CCAA
 
Companies' Creditors Arrangement Act (Canada)
Dodd-Frank Act
 
Dodd-Frank Wall Street Reform and Consumer Protection Act
DR-grade
 
Direct reduced-grade
EBITDA
 
Earnings before interest, taxes, depreciation and amortization
Empire
 
Empire Iron Mining Partnership
Exchange Act
 
Securities Exchange Act of 1934, as amended
FASB
 
Financial Accounting Standards Board
Fe
 
Iron
FERC
 
Federal Energy Regulatory Commission
FMSH Act
 
U.S. Federal Mine Safety and Health Act 1977, as amended
GAAP
 
Accounting principles generally accepted in the United States
HBI
 
Hot briquetted iron
Hibbing
 
Hibbing Taconite Company, an unincorporated joint venture
Koolyanobbing
 
Collective term for the operating deposits at Koolyanobbing, Mount Jackson and Windarling
Long ton
 
2,240 pounds
LTVSMC
 
LTV Steel Mining Company
MACT
 
Maximum achievable control technology
Metric ton
 
2,205 pounds
MISO
 
Midcontinent Independent System Operator, Inc.
MMBtu
 
Million British Thermal Units
MSHA
 
U.S. Mine Safety and Health Administration
Monitor
 
FTI Consulting Canada Inc.
Net ton
 
2,000 pounds
Northshore
 
Northshore Mining Company
OPEB
 
Other postretirement employment benefits
Platts 62% Price
 
Platts IODEX 62% Fe Fines Spot Price
SEC
 
U.S. Securities and Exchange Commission
SG&A
 
Selling, general and administrative
Securities Act
 
Securities Act of 1933, as amended
SSR
 
System Support Resource
Tilden
 
Tilden Mining Company L.C.
TSR
 
Total Shareholder Return
United Taconite
 
United Taconite LLC
U.S.
 
United States of America
Wabush Group
 
Wabush Iron Co. Limited and Wabush Resources Inc., and certain of its affiliates, including Wabush Mines (an unincorporated joint venture of Wabush Iron Co. Limited and Wabush Resources Inc.), Arnaud Railway Company and Wabush Lake Railway Company
2015 Equity Plan
 
Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan

1
Table of Contents


PART I
Item 1.
Financial Statements
Statements of Unaudited Condensed Consolidated Financial Position
Cliffs Natural Resources Inc. and Subsidiaries
 
(In Millions)
 
June 30,
2017
 
December 31,
2016
ASSETS
 
 
 
CURRENT ASSETS
 
 
 
Cash and cash equivalents
$
321.5

 
$
323.4

Accounts receivable, net
76.7

 
128.7

Inventories
287.6

 
178.4

Supplies and other inventories
83.6

 
91.4

Loans to and accounts receivable from the Canadian Entities
50.1

 
48.6

Other current assets
88.8

 
54.1

TOTAL CURRENT ASSETS
908.3

 
824.6

PROPERTY, PLANT AND EQUIPMENT, NET
999.1

 
984.4

OTHER NON-CURRENT ASSETS
122.7

 
114.9

TOTAL ASSETS
$
2,030.1

 
$
1,923.9

(continued)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2
Table of Contents


Statements of Unaudited Condensed Consolidated Financial Position
Cliffs Natural Resources Inc. and Subsidiaries - (Continued)
 
(In Millions)
 
June 30,
2017
 
December 31,
2016
LIABILITIES
 
 
 
CURRENT LIABILITIES
 
 
 
Accounts payable
$
111.7

 
$
107.6

Accrued expenses
112.8

 
123.3

Accrued interest
30.7

 
40.2

Contingent claims
50.0

 
—

Other current liabilities
108.1

 
120.0

TOTAL CURRENT LIABILITIES
413.3

 
391.1

PENSION AND POSTEMPLOYMENT BENEFIT LIABILITIES
276.1

 
280.5

ENVIRONMENTAL AND MINE CLOSURE OBLIGATIONS
201.9

 
193.9

LONG-TERM DEBT
1,611.8

 
2,175.1

OTHER LIABILITIES
193.7

 
213.8

TOTAL LIABILITIES
2,696.8

 
3,254.4

COMMITMENTS AND CONTINGENCIES (SEE NOTE 18)

 

EQUITY
 
 
 
CLIFFS SHAREHOLDERS' DEFICIT
 
 
 
Preferred Stock - no par value
 
 
 
Class A - 3,000,000 shares authorized
 
 
 
Class B - 4,000,000 shares authorized
 
 
 
Common Shares - par value $0.125 per share
 
 
 
Authorized - 600,000,000 shares (2016 - 400,000,000 shares);
 
 
 
Issued - 301,886,794 shares (2016 - 238,636,794 shares);
 
 
 
Outstanding - 296,496,321 shares (2016 - 233,074,091 shares)
37.7

 
29.8

Capital in excess of par value of shares
3,999.7

 
3,347.0

Retained deficit
(4,570.6
)
 
(4,574.3
)
Cost of 5,390,473 common shares in treasury (2016 - 5,562,703 shares)
(236.5
)
 
(245.5
)
Accumulated other comprehensive loss
(19.4
)
 
(21.3
)
TOTAL CLIFFS SHAREHOLDERS' DEFICIT
(789.1
)
 
(1,464.3
)
NONCONTROLLING INTEREST
122.4

 
133.8

TOTAL DEFICIT
(666.7
)
 
(1,330.5
)
TOTAL LIABILITIES AND DEFICIT
$
2,030.1

 
$
1,923.9

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3
Table of Contents


Statements of Unaudited Condensed Consolidated Operations
Cliffs Natural Resources Inc. and Subsidiaries
 
(In Millions, Except Per Share Amounts)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
REVENUES FROM PRODUCT SALES AND SERVICES
 
 
 
 
 
 
 
Product
$
512.0

 
$
452.8

 
$
924.8

 
$
728.4

Freight and venture partners' cost reimbursements
57.3

 
43.4

 
106.1

 
73.3


569.3

 
496.2

 
1,030.9

 
801.7

COST OF GOODS SOLD AND OPERATING EXPENSES
(424.2
)
 
(404.7
)
 
(790.1
)
 
(679.3
)
SALES MARGIN
145.1

 
91.5

 
240.8

 
122.4

OTHER OPERATING INCOME (EXPENSE)
 
 
 
 
 
 
 
Selling, general and administrative expenses
(27.5
)
 
(22.5
)
 
(53.2
)
 
(50.7
)
Miscellaneous - net
(3.0
)
 
5.7

 
8.9

 
2.7

 
(30.5
)
 
(16.8
)
 
(44.3
)
 
(48.0
)
OPERATING INCOME
114.6

 
74.7

 
196.5

 
74.4

OTHER INCOME (EXPENSE)
 
 
 
 
 
 
 
Interest expense, net
(31.4
)
 
(50.7
)
 
(74.2
)
 
(107.5
)
Gain (loss) on extinguishment/restructuring of debt
(4.9
)
 
3.6

 
(76.8
)
 
182.4

Other non-operating income
0.8

 
0.2

 
1.5

 
0.3

 
(35.5
)
 
(46.9
)
 
(149.5
)
 
75.2

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
79.1

 
27.8

 
47.0

 
149.6

INCOME TAX BENEFIT (EXPENSE)
(2.6
)
 
2.1

 
(0.8
)
 
(5.4
)
INCOME FROM CONTINUING OPERATIONS
76.5

 
29.9

 
46.2

 
144.2

INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX
(46.4
)
 
(0.4
)
 
(45.9
)
 
2.1

NET INCOME
30.1

 
29.5

 
0.3

 
146.3

LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTEREST
1.7

 
(16.7
)
 
3.4

 
(25.5
)
NET INCOME ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
$
31.8

 
$
12.8

 
$
3.7

 
$
120.8

EARNINGS (LOSS) PER COMMON SHARE ATTRIBUTABLE TO CLIFFS SHAREHOLDERS - BASIC
 
 
 
 
 
 
 
Continuing operations
$
0.26

 
$
0.07

 
$
0.18

 
$
0.67

Discontinued operations
(0.16
)
 
—

 
(0.16
)
 
0.01

 
$
0.10

 
$
0.07

 
$
0.02

 
$
0.68

EARNINGS (LOSS) PER COMMON SHARE ATTRIBUTABLE TO CLIFFS SHAREHOLDERS - DILUTED
 
 
 
 
 
 
 
Continuing operations
$
0.26

 
$
0.07

 
$
0.17

 
$
0.67

Discontinued operations
(0.15
)
 
—

 
(0.16
)
 
0.01

 
$
0.11

 
$
0.07

 
$
0.01

 
$
0.68

AVERAGE NUMBER OF SHARES (IN THOUSANDS)
 
 
 
 
 
 
 
Basic
296,070

 
182,330

 
280,617

 
177,003

Diluted
300,711

 
184,557

 
285,247

 
178,305

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4
Table of Contents


Statements of Unaudited Condensed Consolidated Comprehensive Income
Cliffs Natural Resources Inc. and Subsidiaries
 
(In Millions)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
NET INCOME ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
$
31.8

 
$
12.8

 
$
3.7

 
$
120.8

OTHER COMPREHENSIVE INCOME (LOSS)
 
 
 
 
 
 
 
Changes in pension and other post-retirement benefits, net of tax
6.7

 
6.5

 
11.4

 
11.9

Unrealized net gain (loss) on foreign currency translation
(1.4
)
 
(2.7
)
 
(14.1
)
 
1.7

Unrealized net gain (loss) on derivative financial instruments, net of tax
—

 
0.2

 
—

 
(3.3
)
OTHER COMPREHENSIVE INCOME (LOSS)
5.3

 
4.0

 
(2.7
)
 
10.3

OTHER COMPREHENSIVE LOSS (INCOME) ATTRIBUTABLE TO THE NONCONTROLLING INTEREST
(0.4
)
 
(0.7
)
 
4.6

 
(1.3
)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO CLIFFS SHAREHOLDERS
$
36.7

 
$
16.1

 
$
5.6

 
$
129.8

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5
Table of Contents


Statements of Unaudited Condensed Consolidated Cash Flows
Cliffs Natural Resources Inc. and Subsidiaries
 
(In Millions)
 
Six Months Ended
June 30,
 
2017
 
2016
OPERATING ACTIVITIES
 
 
 
Net income
$
0.3

 
$
146.3

Adjustments to reconcile net income to net cash provided (used) by operating activities:
 
 
 
Depreciation, depletion and amortization
44.8

 
62.1

(Gain) loss on extinguishment/restructuring of debt
76.8

 
(182.4
)
(Gain) loss on deconsolidation
48.6

 
(4.1
)
Other
(8.3
)
 
5.2

Changes in operating assets and liabilities:
 
 
 
Receivables and other assets
68.3

 
103.6

Inventories
(106.6
)
 
(52.2
)
Payables, accrued expenses and other liabilities
(56.1
)
 
(97.8
)
Net cash provided (used) by operating activities
67.8

 
(19.3
)
INVESTING ACTIVITIES
 
 
 
Purchase of property, plant and equipment
(49.4
)
 
(20.2
)
Other investing activities
1.1

 
5.9

Net cash used by investing activities
(48.3
)
 
(14.3
)
FINANCING ACTIVITIES
 
 
 
Proceeds from issuance of senior notes
500.0

 
—

Debt issuance costs
(8.5
)
 
(5.2
)
Net proceeds from issuance of common shares
661.3

 
—

Repurchase of debt
(1,154.0
)
 
—

Distributions of partnership equity
(8.7
)
 
(28.1
)
Repayment of equipment loans
—

 
(95.6
)
Borrowings under credit facilities
—

 
105.0

Repayment under credit facilities
—

 
(105.0
)
Other financing activities
(13.9
)
 
(13.6
)
Net cash used by financing activities
(23.8
)
 
(142.5
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH
2.4

 
(0.9
)
DECREASE IN CASH AND CASH EQUIVALENTS
(1.9
)
 
(177.0
)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
323.4

 
285.2

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
321.5

 
$
108.2

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6
Table of Contents


Cliffs Natural Resources Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
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, include all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position, results of operations, comprehensive income 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 June 30, 2017 are not necessarily indicative of results to be expected for the year ending December 31, 2017 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 December 31, 2016.
We report our results from continuing operations in two reportable segments: U.S. Iron Ore and Asia Pacific Iron Ore.
Basis of Consolidation
The unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly-owned and majority-owned subsidiaries, including the following operations as of June 30, 2017:
Name
 
Location
 
Ownership Interest
 
Operation
 
Status of Operations
Northshore
 
Minnesota
 
100.0%
 
Iron Ore
 
Active
United Taconite
 
Minnesota
 
100.0%
 
Iron Ore
 
Active
Tilden
 
Michigan
 
85.0%
 
Iron Ore
 
Active
Empire
 
Michigan
 
79.0%
 
Iron Ore
 
Indefinitely Idled
Koolyanobbing
 
Western Australia
 
100.0%
 
Iron Ore
 
Active
Intercompany transactions and balances are eliminated upon consolidation.
Equity Method Investments
Our 23% ownership interest in Hibbing is recorded as an equity method investment. As of June 30, 2017 and December 31, 2016, our investment in Hibbing was $6.5 million and $8.7 million, respectively, classified as Other liabilities in the Statements of Unaudited Condensed Consolidated Financial Position.
Foreign Currency
Our financial statements are prepared with the U.S. dollar as the reporting currency. The functional currency of our Australian subsidiaries is the Australian dollar. The functional currency of all other international subsidiaries is the U.S. dollar. The financial statements of our Australian subsidiaries are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and a weighted average exchange rate for each period for revenues, expenses, gains and losses. Translation adjustments are recorded as Accumulated other comprehensive loss. Income taxes generally are not provided for foreign currency translation adjustments. To the extent that monetary assets and liabilities, including short-term intercompany loans, are recorded in a currency other than the functional currency, these amounts are remeasured each reporting period, with the resulting gain or loss being recorded in the Statements of Unaudited Condensed Consolidated Operations. Transaction gains and losses resulting from remeasurement of short-term intercompany loans are included in Miscellaneous - net in the Statements of Unaudited Condensed Consolidated Operations.

7
Table of Contents


The following represents the transaction gains and losses resulting from remeasurement for the three and six months ended June 30, 2017 and 2016:
 
 
(In Millions)
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2017
 
2016
 
2017
 
2016
Remeasurement of short-term intercompany loans
 
$
1.5

 
$
(0.1
)
 
$
16.6

 
$
0.2

Remeasurement of cash and cash equivalents
 
(0.5
)
 
0.5

 
(1.7
)
 
1.5

Other remeasurement
 
(1.0
)
 
(0.2
)
 
(1.3
)
 
(2.6
)
Net impact of transaction gains and (losses) resulting from remeasurement
 
—

 
0.2

 
13.6

 
(0.9
)
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, 2016 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
Issued and Not Effective
In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The new standard requires the service cost component of pension and other postretirement benefit expenses to be included in the same line item as other compensation costs arising from services rendered by employees, with the other components of net benefit cost as defined by paragraphs 715-30-35-4 and 715-60-35-9 to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The guidance is effective for fiscal years beginning after December 15, 2017, and early adoption is permitted. The adoption of ASU No. 2017-07 will impact Statements of Unaudited Condensed Consolidated Operations by changing our classification of the components of pension and OPEB costs; however, it will not impact our Net Income.
In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard requires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. The effective date of the new standard for public companies is for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition and requires application of the new guidance at the beginning of the earliest comparative period presented. We are currently evaluating the effect the updated standard will have on our consolidated financial statements and related disclosures. Based on our analysis to date, we anticipate the largest impact will be the balance sheet recognition of operating leases.
In May 2014, the FASB issued ASU No. 2014-09, Revenues from Contracts with Customers. The new revenue guidance broadly replaces the revenue guidance provided throughout the Codification. The core principle of the revenue guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Reporting entities must prepare new disclosures providing qualitative and quantitative information on the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. New disclosures also include qualitative and quantitative information on significant judgments, changes in judgments, and contract acquisition assets. At issuance, ASU No. 2014-09 was effective starting in 2017 for calendar-year public entities, and interim periods within that year. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, which defers the adoption of ASU No. 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted. As of June 30, 2017, we have completed the initial evaluation of the new standard and the related review and assessment of a representative sample of existing contracts with our customers. We determined,

8
Table of Contents


on a preliminary basis, that the timing and pattern of revenue recognition for our U.S. Iron Ore contracts will likely change; however, the total amount of revenue recognized during the year should remain substantially the same as under current GAAP. We do not anticipate any significant changes in the timing and pattern of revenue recognition for our Asia Pacific Iron Ore contracts. We anticipate utilizing the modified retrospective transition method. Based on our analysis to date, we anticipate the primary impact of the adoption on our consolidated financial statements will be the additional required disclosures around revenue recognition in the notes to the consolidated financial statements.
NOTE 2 - SEGMENT REPORTING
Our continuing operations are organized and managed according to geographic location: U.S. Iron Ore and Asia Pacific Iron Ore. Our U.S. Iron Ore segment is a major supplier of iron ore pellets to the North American steel industry from our mines and pellet plants located in Michigan and Minnesota. The Asia Pacific Iron Ore segment is located in Western Australia and provides iron ore to the seaborne market for Asian steel producers. There were no intersegment revenues in the first six months of 2017 or 2016.
We evaluate segment performance based on sales margin, defined as revenues less cost of goods sold and operating expenses identifiable to each segment. Additionally, we evaluate segment performance based on EBITDA, defined as net income before interest, income taxes, depreciation, depletion and amortization, and Adjusted EBITDA, defined as EBITDA excluding certain items such as extinguishment/restructuring of debt, foreign currency exchange remeasurement, impacts of discontinued operations, severance and contractor termination costs and intersegment corporate allocations of SG&A costs. These measures allow management and investors to focus on our ability to service our debt as well as illustrate how the business and each operating segment are performing.  Additionally, EBITDA and Adjusted EBITDA assist management and investors in their analysis and forecasting as these measures approximate the cash flows associated with operational earnings.
The following tables present a summary of our reportable segments for the three and six months ended June 30, 2017 and 2016, including a reconciliation of segment sales margin to Income from Continuing Operations Before Income Taxes and a reconciliation of Net Income to EBITDA and Adjusted EBITDA:
 
(In Millions)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Revenues from product sales and services:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Iron Ore
$
471.3

 
83
%
 
$
361.7

 
73
%
 
$
757.5

 
73
%
 
$
547.2

 
68
%
Asia Pacific Iron Ore
98.0

 
17
%
 
134.5

 
27
%
 
273.4

 
27
%
 
254.5

 
32
%
Total revenues from product sales and services
$
569.3

 
100
%
 
$
496.2

 
100
%
 
$
1,030.9

 
100
%
 
$
801.7

 
100
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sales margin:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Iron Ore
$
144.2

 
 
 
$
70.0

 
 
 
$
192.6

 
 
 
$
83.2

 
 
Asia Pacific Iron Ore
0.9

 
 
 
21.5

 
 
 
48.2

 
 
 
39.2

 
 
Sales margin
145.1

 
 
 
91.5

 
 
 
240.8

 
 
 
122.4

 
 
Other operating expense
(30.5
)
 
 
 
(16.8
)
 
 
 
(44.3
)
 
 
 
(48.0
)
 
 
Other income (expense)
(35.5
)
 
 
 
(46.9
)
 
 
 
(149.5
)
 
 
 
75.2

 
 
Income from continuing operations before income taxes
$
79.1

 
 
 
$
27.8

 
 
 
$
47.0

 
 
 
$
149.6

 
 

9
Table of Contents


 
(In Millions)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Net Income
$
30.1

 
$
29.5

 
$
0.3

 
$
146.3

Less:
 
 
 
 
 
 
 
Interest expense, net
(31.4
)
 
(50.7
)
 
(74.2
)
 
(107.5
)
Income tax benefit (expense)
(2.6
)
 
2.1

 
(0.8
)
 
(5.4
)
Depreciation, depletion and amortization
(21.6
)
 
(26.9
)
 
(44.8
)
 
(62.1
)
EBITDA
$
85.7

 
$
105.0

 
$
120.1

 
$
321.3

Less:
 
 
 
 
 
 
 
Gain (loss) on extinguishment/restructuring of debt
(4.9
)
 
3.6

 
(76.8
)
 
182.4

Foreign exchange remeasurement
—

 
0.2

 
13.6

 
(0.9
)
Impact of discontinued operations
(46.4
)
 
(0.4
)
 
(45.9
)
 
2.1

Severance and contractor termination costs
—

 
—

 
—

 
(0.1
)
Adjusted EBITDA
$
137.0

 
$
101.6

 
$
229.2

 
$
137.8

 
 
 
 
 
 
 
 
EBITDA:
 
 
 
 
 
 
 
U.S. Iron Ore
$
155.0

 
$
94.1

 
$
212.9

 
$
135.5

Asia Pacific Iron Ore
1.2

 
26.1

 
52.6

 
48.4

Other
(70.5
)
 
(15.2
)
 
(145.4
)
 
137.4

Total EBITDA
$
85.7

 
$
105.0

 
$
120.1

 
$
321.3

 
 
 
 
 
 
 
 
Adjusted EBITDA:
 
 
 
 
 
 
 
U.S. Iron Ore
$
161.5

 
$
97.2

 
$
225.6

 
$
143.3

Asia Pacific Iron Ore
3.0

 
26.5

 
56.8

 
49.5

Other
(27.5
)
 
(22.1
)
 
(53.2
)
 
(55.0
)
Total Adjusted EBITDA
$
137.0

 
$
101.6

 
$
229.2

 
$
137.8


10
Table of Contents


 
(In Millions)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Depreciation, depletion and amortization:
 
 
 
 
 
 
 
U.S. Iron Ore
$
16.7

 
$
19.4

 
$
33.1

 
$
46.3

Asia Pacific Iron Ore
3.3

 
6.1

 
8.0

 
12.9

Other
1.6

 
1.4

 
3.7

 
2.9

Total depreciation, depletion and amortization
$
21.6

 
$
26.9

 
$
44.8

 
$
62.1

 
 
 
 
 
 
 
 
Capital additions:
 
 
 
 
 
 
 
U.S. Iron Ore
$
24.6

 
$
9.2

 
$
51.7

 
$
13.7

Asia Pacific Iron Ore
0.6

 
—

 
0.8

 
—

Other
—

 
2.1

 
—

 
4.4

Total capital additions1
$
25.2

 
$
11.3

 
$
52.5

 
$
18.1

 
 
 
 
 
 
 
 
1 Includes cash paid for capital additions of $49.4 million and $20.2 million and an increase in non-cash accruals of $3.1 million and a decrease in non-cash accruals of $2.1 million for the six months ended June 30, 2017 and 2016, respectively.
A summary of assets by segment is as follows:
 
(In Millions)
 
June 30,
2017
 
December 31,
2016
Assets:
 
 
 
U.S. Iron Ore
$
1,525.9

 
$
1,372.5

Asia Pacific Iron Ore
157.7

 
155.1

Total segment assets
1,683.6

 
1,527.6

Corporate
346.5

 
396.3

Total assets
$
2,030.1

 
$
1,923.9

NOTE 3 - INVENTORIES
The following table presents the detail of our Inventories in the Statements of Unaudited Condensed Consolidated Financial Position as of June 30, 2017 and December 31, 2016:
 
(In Millions)
 
June 30, 2017
 
December 31, 2016
Segment
Finished Goods
 
Work-in Process
 
Total Inventory
 
Finished Goods
 
Work-in
Process
 
Total
Inventory
U.S. Iron Ore
$
238.3

 
$
14.3

 
$
252.6

 
$
124.4

 
$
12.6

 
$
137.0

Asia Pacific Iron Ore
22.7

 
12.3

 
35.0

 
23.6

 
17.8

 
41.4

Total
$
261.0

 
$
26.6

 
$
287.6

 
$
148.0

 
$
30.4

 
$
178.4


11
Table of Contents


NOTE 4 - PROPERTY, PLANT AND EQUIPMENT
The following table indicates the value of each of the major classes of our consolidated depreciable assets as of June 30, 2017 and December 31, 2016:
 
(In Millions)
 
June 30,
2017
 
December 31,
2016
Land rights and mineral rights
$
500.7

 
$
500.5

Office and information technology
66.0

 
65.1

Buildings
71.8

 
67.9

Mining equipment
600.1

 
592.2

Processing equipment
621.5

 
552.0

Electric power facilities
54.0

 
49.4

Land improvements
23.8

 
23.5

Asset retirement obligation
19.7

 
19.8

Other
28.7

 
28.1

Construction in-progress
19.8

 
42.8

 
2,006.1

 
1,941.3

Allowance for depreciation and depletion
(1,007.0
)
 
(956.9
)
 
$
999.1

 
$
984.4

We recorded depreciation and depletion expense of $21.2 million and $43.8 million in the Statements of Unaudited Condensed Consolidated Operations for the three and six months ended June 30, 2017, respectively. This compares with depreciation and depletion expense of $25.7 million and $59.5 million for the three and six months ended June 30, 2016, respectively.
NOTE 5 - DEBT AND CREDIT FACILITIES
The following represents a summary of our long-term debt as of June 30, 2017 and December 31, 2016:
(In Millions)
June 30, 2017
Debt Instrument
 
Annual Effective Interest Rate
 
Total Principal Amount
 
Debt Issuance Costs
 
Unamortized Discounts
 
Total Debt
Secured Notes
 
 
 
 
 
 
 
 
 
 
$540 Million 8.25% 2020 First Lien Notes
 
9.97%
 
$
504.4

 
$
(6.3
)
 
$
(20.7
)
 
$
477.4

Unsecured Notes
 
 
 
 
 
 
 
 
 
 
$400 Million 5.90% 2020 Senior Notes
 
5.98%
 
88.9

 
(0.2
)
 
(0.2
)
 
88.5

$500 Million 4.80% 2020 Senior Notes
 
4.83%
 
122.4

 
(0.3
)
 
(0.1
)
 
122.0

$700 Million 4.875% 2021 Senior Notes
 
4.89%
 
138.4

 
(0.4
)
 
(0.1
)
 
137.9

$500 Million 5.75% 2025 Senior Notes
 
5.75%
 
500.0

 
(8.1
)
 
—

 
491.9

$800 Million 6.25% 2040 Senior Notes
 
6.34%
 
298.4

 
(2.5
)
 
(3.4
)
 
292.5

ABL Facility
 
N/A
 
550.0

 
N/A

 
N/A

 
—

Fair Value Adjustment to Interest Rate Hedge
 
 
 
 
 
 
 
 
 
1.6

Long-term debt
 
 
 
 
 
 
 
 
 
$
1,611.8


12
Table of Contents


(In Millions)
December 31, 2016
Debt Instrument
 
Annual Effective Interest Rate
 
Total Principal Amount
 
Debt Issuance Costs
 
Undiscounted Interest/(Unamortized Discounts)
 
Total Debt
Secured Notes
 
 
 
 
 
 
 
 
 
 
$540 Million 8.25% 2020 First Lien Notes
 
9.97%
 
$
540.0

 
$
(8.0
)
 
$
(25.7
)
 
$
506.3

$218.5 Million 8.00% 2020 1.5 Lien Notes
 
N/A
 
218.5

 
—

 
65.7

 
284.2

$544.2 Million 7.75% 2020 Second Lien Notes
 
15.55%
 
430.1

 
(5.8
)
 
(85.2
)
 
339.1

Unsecured Notes
 
 
 
 
 
 
 
 
 
 
$400 Million 5.90% 2020 Senior Notes
 
5.98%
 
225.6

 
(0.6
)
 
(0.5
)
 
224.5

$500 Million 4.80% 2020 Senior Notes
 
4.83%
 
236.8

 
(0.7
)
 
(0.2
)
 
235.9

$700 Million 4.875% 2021 Senior Notes
 
4.89%
 
309.4

 
(1.0
)
 
(0.2
)
 
308.2

$800 Million 6.25% 2040 Senior Notes
 
6.34%
 
298.4

 
(2.5
)
 
(3.4
)
 
292.5

ABL Facility
 
N/A
 
550.0

 
N/A

 
N/A

 
—

Fair Value Adjustment to Interest Rate Hedge
 
 
 
 
 
 
 
 
 
1.9

Total debt
 
 
 


 
 
 
 
 
$
2,192.6

Less current portion
 
 
 
 
 
 
 
 
 
17.5

Long-term debt
 
 
 
 
 
 
 
 
 
$
2,175.1

$500 million 5.75% 2025 Senior Notes - 2017 Offering
On February 27, 2017, we entered into an indenture among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee, relating to the issuance of $500 million aggregate principal amount of 5.75% Senior Notes due 2025 (the "5.75% Senior Notes"). The 5.75% Senior Notes were issued on February 27, 2017 in a private transaction exempt from the registration requirements of the Securities Act.
The 5.75% Senior Notes bear interest at a rate of 5.75% per annum, which is payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2017. The 5.75% Senior Notes mature on March 1, 2025.
The 5.75% Senior Notes are general unsecured senior obligations and rank equally in right of payment with all of our existing and future senior unsecured indebtedness and rank senior in right of payment to all of our existing and future subordinated indebtedness. The 5.75% Senior Notes are effectively subordinated to our existing or future secured indebtedness to the extent of the value of the assets securing such indebtedness. The 5.75% Senior Notes are guaranteed on a senior unsecured basis by our material direct and indirect wholly-owned domestic subsidiaries and, therefore, are structurally senior to any of our existing and future indebtedness that is not guaranteed by such guarantors and are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the 5.75% Senior Notes.
The terms of the 5.75% Senior Notes are governed by an indenture, which contains customary covenants that, among other things, limit our and our subsidiaries' ability to create liens on property that secure indebtedness, enter into sale and leaseback transactions and merge, consolidate or amalgamate with another company. Upon the occurrence of a “change of control triggering event,” as defined in the indenture, we are required to offer to repurchase the 5.75% Senior Notes at 101% of the aggregate principal amount thereof, plus any accrued and unpaid interest, if any, to, but excluding, the repurchase date.
We may redeem the 5.75% Senior Notes, in whole or in part, on or after March 1, 2020, at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, and prior to March 1, 2020, at a redemption price equal to 100% of the principal amount thereof plus a “make-whole” premium set forth in the indenture, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. We may also redeem up to 35% of the aggregate principal amount of the 5.75% Senior Notes on or prior to March 1, 2020 at a redemption price equal to 105.75% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption with the net cash proceeds of one or more equity offerings.

13
Table of Contents


The 5.75% Senior Notes indenture contains customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency and failure to pay certain judgments. An event of default under the indenture will allow either the trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding notes issued under the indenture to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the 5.75% Senior Notes. Debt issuance costs of $8.5 million were incurred related to the offering of the 5.75% Senior Notes, $8.1 million of which is included in Long-term debt in the Statements of Unaudited Condensed Consolidated Financial Position as of June 30, 2017.
Debt Extinguishment
The following is a summary of the debt extinguished during the six months ended June 30, 2017 and the respective gain (loss) on extinguishment for the three and six months ended June 30, 2017:
(In Millions)
 
 
 
 
Gain (Loss) on Extinguishment1
 
 
Debt Extinguished
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
Secured Notes
 
 
 
 
 
 
$540 Million 8.25% 2020 First Lien Notes
 
$
35.6

 
$
(4.9
)
 
$
(4.9
)
$218.5 Million 8.00% 2020 1.5 Lien Notes
 
218.5

 
—

 
45.1

$544.2 Million 7.75% 2020 Second Lien Notes
 
430.1

 
—

 
(104.5
)
Unsecured Notes
 
 
 
 
 
 
$400 Million 5.90% 2020 Senior Notes
 
136.8

 
—

 
(7.8
)
$500 Million 4.80% 2020 Senior Notes
 
114.4

 
—

 
(1.9
)
$700 Million 4.875% 2021 Senior Notes
 
171.0

 
—

 
(2.8
)
 
 
$
1,106.4

 
$
(4.9
)
 
$
(76.8
)
 
 
 
 
 
 
 
1 Includes write-off of undiscounted interest, unamortized discounts and debt issuance costs. In addition, this includes premiums paid of $2.9 million and $47.6 million related to the redemption of our notes for the three and six months ended June 30, 2017, respectively.
Debt Maturities
The following represents a summary of our maturities of debt instruments, excluding borrowings under the ABL Facility, based on the principal amounts outstanding at June 30, 2017:
 
(In Millions)
 
Maturities of Debt
2017 (July 1 - December 31)
$
—

2018
—

2019
—

2020
715.7

2021
138.4

2022
—

2023 and thereafter
798.4

Total maturities of debt
$
1,652.5

ABL Facility
As of June 30, 2017 and December 31, 2016, no loans were drawn under the ABL Facility and we had total availability of $296.6 million and $333.0 million, respectively, as a result of borrowing base limitations. As of June 30, 2017 and December 31, 2016, the principal amount of letter of credit obligations totaled $82.5 million and $106.0 million, respectively, to support business obligations primarily related to workers compensation and environmental obligations,

14
Table of Contents


thereby further reducing available borrowing capacity on our ABL Facility to $214.1 million and $227.0 million, respectively.
NOTE 6 - FAIR VALUE MEASUREMENTS
The following represents the assets and liabilities of the Company measured at fair value at June 30, 2017 and December 31, 2016:    
 
(In Millions)
 
June 30, 2017
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
$
40.0

 
$
120.0

 
$
—

 
$
160.0

Derivative assets
—

 
—

 
72.5

 
72.5

Total
$
40.0

 
$
120.0

 
$
72.5

 
$
232.5

Liabilities:
 
 
 
 
 
 
 
Derivative liabilities
$
—

 
$
—

 
$
20.8

 
$
20.8

Total
$
—

 
$
—

 
$
20.8

 
$
20.8

 
(In Millions)
 
December 31, 2016
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
$
177.0

 
$
—

 
$
—

 
$
177.0

Derivative assets
—

 
1.5

 
31.6

 
33.1

Total
$
177.0

 
$
1.5

 
$
31.6

 
$
210.1

Liabilities:
 
 
 
 
 
 
 
Derivative liabilities
$
—

 
$
—

 
$
0.5

 
$
0.5

Total
$
—

 
$
—

 
$
0.5

 
$
0.5

Financial assets classified in Level 1 as of June 30, 2017 and December 31, 2016 include money market funds of $40.0 million and $177.0 million, respectively. 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 assets included $120.0 million of commercial paper and $1.5 million of commodity hedge contracts at June 30, 2017 and December 31, 2016, respectively.
The Level 3 assets include derivative assets that consist of a freestanding derivative instrument related to certain supply agreements with one of our U.S Iron Ore customers and certain provisional pricing arrangements with our U.S. Iron Ore and Asia Pacific Iron Ore customers.
The supply agreements included in our Level 3 assets/liabilities include provisions for supplemental revenue or refunds based on the customer’s annual steel pricing or the average annual daily market price for hot-rolled coil steel at the time the product is consumed in the customer’s blast furnaces. We account for these provisions as derivative

15
Table of Contents


instruments at the time of sale and adjust these provisions 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 instruments are determined using a market approach with one supply agreement based on an estimate of the annual realized price of hot-rolled coil steel at the steelmaker’s facilities and the other supply agreement based on the estimate of the average annual daily market price for hot-rolled coil steel. Both estimates take into consideration current market conditions and nonperformance risk. We had assets of $66.4 million and $21.3 million at June 30, 2017 and December 31, 2016, respectively, related to supply agreements.
The provisional pricing arrangements included in our Level 3 assets/liabilities specify provisional price calculations, where the pricing mechanisms generally are based on market pricing, with the final revenue rate 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 estimated final revenue at the date of sale and the estimated final revenue rate at the measurement date 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 revenue rate is determined. We had assets of $6.1 million and $10.3 million at June 30, 2017 and December 31, 2016, respectively, related to provisional pricing arrangements. In addition, we have liabilities of $20.8 million and $0.5 million related to provisional pricing arrangements at June 30, 2017 and December 31, 2016, respectively.
The following table illustrates information about quantitative inputs and assumptions for the assets and liabilities categorized in Level 3 of the fair value hierarchy:
Qualitative/Quantitative Information About Level 3 Fair Value Measurements
 
 
(In Millions)
Fair Value at June 30, 2017
 
Balance Sheet
Location
 
Valuation Technique
 
Unobservable Input
 
Range or Point Estimate
(Weighted Average)
 
Provisional pricing arrangements
 
$
6.1

 
Other current assets
 
Market Approach
 
Management's
Estimate of Platts 62% Price
per dry metric ton
 
$60 - $75
($72)
 
 
 
 
Market Hot-Rolled Coil Steel Estimate
per net ton
 
$580 - $660
($634)
Provisional pricing arrangements
 
$
20.8

 
Other current liabilities
 
Market Approach
 
Management's
Estimate of Platts 62% Price
per dry metric ton
 
$60 - $75
($72)
Customer supply agreements
 
$
66.4

 
Other current assets
 
Market Approach
 
Customer Hot-Rolled Steel Estimate
per net ton
 
$541 - $630
($578)
 
 
 
 
Market Hot-Rolled Coil Steel Estimate
per net ton
 
$580 - $660
($634)
The significant unobservable inputs used in the fair value measurement of our provisional pricing arrangements are management’s estimates of Platts 62% Price based upon current market data, index pricing, and the average annual daily steel market price for hot-rolled coil steel, each of which include forward-looking estimates determined by management. Significant increases or decreases in these inputs would result in a significantly higher or lower fair value measurement, respectively.
The significant unobservable inputs used in the fair value measurement of our customer supply agreements are the customer's future hot-rolled coil steel price that is estimated based on projections provided by the customer, analysts' projections and estimates determined by management, and the average annual daily market price for hot-rolled coil steel, each of which include forward-looking estimates determined by management. Significant increases or decreases in these inputs would result in a significantly higher or lower fair value measurement, respectively.

16
Table of Contents


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 and no transfers into or out of Level 3 of the fair value hierarchy during the three and six months ended June 30, 2017 and 2016. The following tables represent 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, 2017 and 2016.
 
(In Millions)
 
Level 3 Assets
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Beginning balance
$
59.4

 
$
9.0

 
$
31.6

 
$
7.8

Total gains (losses)
 
 
 
 
 
 
 
Included in earnings
53.3

 
34.5

 
95.4

 
45.7

Settlements
(40.2
)
 
(17.7
)
 
(54.5
)
 
(27.7
)
Ending balance - June 30
$
72.5

 
$
25.8

 
$
72.5

 
$
25.8

Total gains for the period included in earnings attributable to the change in unrealized gains on assets still held at the reporting date
$
20.1

 
$
21.6

 
$
53.3

 
$
21.9

 
(In Millions)
 
Level 3 Liabilities
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Beginning balance
$
(9.1
)
 
$
(6.2
)
 
$
(0.5
)
 
$
(3.4
)
Total gains (losses)
 
 
 
 
 
 
 
Included in earnings
(36.8
)
 
(2.8
)
 
(45.5
)
 
(8.4
)
Settlements
25.1

 
6.4

 
25.2

 
9.2

Ending balance - June 30
$
(20.8
)
 
$
(2.6
)
 
$
(20.8
)
 
$
(2.6
)
Total losses for the period included in earnings attributable to the change in unrealized losses on liabilities still held at the reporting date
$
(11.7
)
 
$
(0.7
)
 
$
(20.8
)
 
$
(2.6
)
Gains and losses from derivative assets and liabilities are included in earnings and are reported in Product revenues for the three and six months ended June 30, 2017 and 2016.

17
Table of Contents


The carrying amount of certain financial instruments (e.g., Accounts receivable, net, Accounts payable and Accrued expenses) approximates fair value and, therefore, has been excluded from the table below. A summary of the carrying amount and fair value of other financial instruments at June 30, 2017 and December 31, 2016 were as follows:
 
 
 
(In Millions)
 
 
 
June 30, 2017
 
December 31, 2016
 
Classification
 
Carrying
Value
 
Fair Value
 
Carrying
Value
 
Fair Value
Long-term debt:
 
 
 
 
 
 
 
 
 
Secured Notes
 
 
 
 
 
 
 
 
 
First Senior Lien Notes —$540 million
Level 1
 
$
477.4

 
$
550.0

 
$
506.3

 
$
595.0

1.5 Senior Lien Notes —$218.5 million
Level 2
 
—

 
—

 
284.2

 
229.5

Second Senior Lien Notes —$544.2 million
Level 1
 
—

 
—

 
339.1

 
439.7

Unsecured Notes
 
 
 
 
 
 
 
 
 
Senior Notes—$500 million
Level 1
 
491.9

 
473.8

 
—

 
—

Senior Notes—$400 million
Level 1
 
88.5

 
86.0

 
224.5

 
219.6

Senior Notes—$1.3 billion
Level 1
 
414.5

 
339.7

 
528.4

 
455.8

Senior Notes—$700 million
Level 1
 
137.9

 
131.6

 
308.2

 
283.1

ABL Facility
Level 2
 
—

 
—

 
—

 
—

Fair value adjustment to interest rate hedge
Level 2
 
1.6

 
1.6

 
1.9

 
1.9

Total long-term debt
 
 
$
1,611.8

 
$
1,582.7

 
$
2,192.6

 
$
2,224.6

The fair value of long-term debt was determined using quoted market prices based upon current borrowing rates.
Items Measured at Fair Value on a Non-Recurring Basis
The following tables present information about the financial assets and liabilities that were measured on a fair value basis at June 30, 2017 and December 31, 2016 for the Canadian Entities. The tables also indicate the fair value hierarchy of the valuation techniques used to determine such fair value.
 
 
(In Millions)
 
 
June 30, 2017
Description
 
Quoted Prices in Active
Markets for Identical Assets/
Liabilities
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Total
 
Total Gains
Assets:
 
 
 
 
 
 
 
 
 
 
Loans to and accounts receivables from the Canadian Entities
 
$
—

 
$
—

 
$
50.1

 
$
50.1

 
$
1.5

Liabilities:
 
 
 
 
 
 
 
 
 
 
Guarantees
 
$
—

 
$
—

 
$
38.5

 
$
38.5

 
$
1.3


18
Table of Contents


 
 
(In Millions)
 
 
December 31, 2016
Description
 
Quoted Prices in Active
Markets for Identical Assets/
Liabilities
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Total
 
Total Gains (Losses)
Assets:
 
 
 
 
 
 
 
 
 
 
Loans to and accounts receivables from the Canadian Entities
 
$
—

 
$
—

 
$
48.6

 
$
48.6

 
$
(17.5
)
Liabilities:
 
 
 
 
 
 
 
 
 
 
Guarantees
 
$
—

 
$
—

 
$
37.2

 
$
37.2

 
$
0.4

We determined the fair value and recoverability of our Canadian investments by comparing the estimated fair value of the remaining underlying assets of the Canadian Entities to remaining estimated liabilities. We recorded the guarantees at book value, which best approximated fair value.
To assess the fair value and recoverability of the amounts receivable from the Canadian Entities, we estimated the fair value of the underlying net assets of the Canadian Entities available for distribution to their creditors in relation to the estimated creditor claims and the priority of those claims.
Our estimates involve significant judgment and are based on currently available information, an assessment of the validity of certain claims and estimated payments made by the Canadian Entities. Our ultimate recovery is subject to the final liquidation value of the Canadian Entities. Further, the final liquidation value and ultimate recovery of the creditors of the Canadian Entities, including, if any, to Cliffs and various subsidiaries, may impact our estimates of liability exposure described previously.
NOTE 7 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS
We offer defined benefit pension plans, defined contribution pension plans and OPEB plans, primarily consisting of retiree healthcare benefits, to most employees in the United States as part of a total compensation and benefits program. We do not have employee retirement benefit obligations at our Asia Pacific Iron Ore operations. The defined benefit pension plans largely are noncontributory and benefits generally are based on a minimum formula or employees’ years of service and average earnings for a defined period prior to retirement.
The following are the components of defined benefit pension and OPEB costs and credits for the three and six months ended June 30, 2017 and 2016:
Defined Benefit Pension Costs
 
(In Millions)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Service cost
$
4.7

 
$
4.5

 
$
9.5

 
$
9.0

Interest cost
7.5

 
7.5

 
15.0

 
14.9

Expected return on plan assets
(13.6
)
 
(13.7
)
 
(27.1
)
 
(27.4
)
Amortization:
 
 
 
 
 
 
 
Prior service costs
0.7

 
0.5

 
1.3

 
1.1

Net actuarial loss
5.3

 
5.3

 
10.6

 
10.5

Net periodic benefit cost
$
4.6

 
$
4.1

 
$
9.3

 
$
8.1


19
Table of Contents


Other Postretirement Benefits Credit
 
(In Millions)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Service cost
$
0.5

 
$
0.4

 
$
1.0

 
$
0.9

Interest cost
2.2

 
2.3

 
4.3

 
4.5

Expected return on plan assets
(4.5
)
 
(4.3
)
 
(8.9
)
 
(8.5
)
Amortization:
 
 
 
 
 
 
 
Prior service credits
(0.8
)
 
(0.9
)
 
(1.5
)
 
(1.8
)
Net actuarial loss
1.3

 
1.4

 
2.5

 
2.8

Net periodic benefit credit
$
(1.3
)
 
$
(1.1
)
 
$
(2.6
)
 
$
(2.1
)
We made pension contributions of $2.3 million for the three and six months ended June 30, 2017. We made no contributions for the three months ended June 30, 2016 and $0.3 million for the six months ended June 30, 2016. OPEB contributions are typically made on an annual basis in the first quarter of each year, but due to plan funding requirements being met, no OPEB contributions were required or made for the three and six months ended June 30, 2017 and June 30, 2016.
NOTE 8 - STOCK COMPENSATION PLANS
Employees’ Plans
On June 26, 2017, the Compensation and Organization Committee of the Board of Directors approved a grant under the A&R 2015 Equity Plan to the Chief Executive Officer for the performance period commencing June 1, 2017 and ending December 31, 2019. Shares granted under the awards consisted of 0.5 million restricted share units and 0.2 million performance shares.
On February 21, 2017, the Compensation and Organization Committee of the Board of Directors approved grants under the 2015 Equity Plan to certain officers and employees for the 2017 to 2019 performance period. Shares granted under the awards consisted of 0.6 million restricted share units and 0.6 million performance shares.
Restricted share units granted during 2017 are subject to continued employment, are retention based, will vest December 31, 2019, and are payable in common shares at a time determined by the Compensation and Organization Committee at its discretion.
Performance shares are subject to continued employment, and each performance share, if earned, entitles the holder to receive common shares within a range between a threshold and maximum number of our common 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. The performance share grants vest over the performance period. The performance awards granted have a performance condition that is measured on the basis of relative TSR for the period of January 1, 2017 to December 31, 2019 and the period of June 1, 2017 to December 31, 2019, for the February 21, 2017 and the June 26, 2017 grants, respectively, and measured against the constituents of the S&P Metals and Mining ETF Index and the SPDR S&P Metals and Mining ETF Index, respectively, at the beginning of the relevant performance period. The final payout will vary from zero to 200% of the original grant.
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 our predetermined peer group of mining and metals companies. The fair value assumes that performance goals will be achieved.
The expected term of the grant represents the time from the grant date to the end of the service period for each of the plan agreements. We estimate the volatility of our common shares 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 period.

20
Table of Contents


The following assumptions were utilized to estimate the fair value for the 2017 performance share grants:
Grant Date
 
Grant Date Market Price
 
Average Expected Term (Years)
 
Expected Volatility
 
Risk-Free Interest Rate
 
Dividend Yield
 
Fair Value
 
Fair Value (Percent of Grant Date Market Price)
February 21, 2017
 
$
11.67

 
2.86
 
92.1%