Cleveland-Cliffs Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

RELATED PARTIES

RELATED PARTIES

12 Months Ended

Dec. 31, 2016

NOTE 18 - RELATED PARTIES

Two of our four operating U.S. iron ore mines and our indefinitely-idled Empire mine are owned with various joint venture partners that are integrated steel producers or their subsidiaries. We are the manager of each of the mines we co-own and rely on our joint venture partners to make their required capital contributions and to pay for their share of the iron ore pellets that we produce. One or more of the joint venture partners are also our customers. The following is a summary of the mine ownership of these iron ore mines at December 31, 2016:



Mine	Cliffs Natural Resources		ArcelorMittal		U.S. Steel
Empire	79.0	%	21.0	%	—
Tilden	85.0	%	—		15.0	%
Hibbing	23.0	%	62.3	%	14.7	%

ArcelorMittal has a unilateral right to put its interest in the Empire mine to us, but has not exercised this right to date. Furthermore, as part of a 2014 extension agreement between us and ArcelorMittal, which amended certain terms of the Empire partnership agreement, certain minimum distributions of the partners’ equity amounts were required to be made on a quarterly basis beginning in the first quarter of 2015 and continued through January 2017. The partnership dissolved on December 31, 2016 and the partners are in discussion regarding distribution of the remaining assets and/or equity interest, if any, in the partnership. During the year ended December 31, 2016, we recorded distributions of $57.5 million to ArcelorMittal under this agreement, of which $48.8 million was paid as of December 31, 2016. During the year ended December 31, 2015, we recorded distributions of $51.7 million under this agreement, of which $40.6 million was paid as of December 31, 2015.

Product revenues from related parties were as follows:



	(In Millions)
	Year Ended December 31,
	2016			2015			2014
Product revenues from related parties	$	830.1		$	671.1		$	1,011.4
Total product revenues	1,913.5			1,832.4			3,095.2
Related party product revenue as a percent of total product revenue	43.4		%	36.6		%	32.7		%

Amounts due from related parties recorded in Accounts receivable, net and Other current assets, including trade accounts receivable, a customer supply agreement and provisional pricing arrangements, were $73.8 million and $15.8 million at December 31, 2016 and 2015, respectively. Amounts due to related parties recorded in Other current liabilities, including provisional pricing arrangements and liabilities to related parties, were $8.7 million and $14.5 million at December 31, 2016 and 2015, respectively.

A supply agreement with one of our customers includes provisions for supplemental revenue or refunds based on the customer’s annual steel pricing for the year the product is consumed in the customer’s blast furnace. The supplemental pricing is characterized as a freestanding derivative. Refer to NOTE 13 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES for further information.