Annual report pursuant to Section 13 and 15(d)

STOCK COMPENSATION PLANS (Tables)

v3.6.0.2
STOCK COMPENSATION PLANS (Tables)
12 Months Ended
Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock Incentive Plans Disclosure [Table Text Block]
Following is a summary of our performance share award agreements currently outstanding:
Performance
Share
Plan Year
 
Performance Shares Granted
 
Estimated Forfeitures
 
Expected to Vest
 
Grant Date
 
Performance Period
2015
 
410,105

 
157,979

 
252,126

 
February 9, 2015
 
1/1/2015 - 12/31/2017
2015
 
464,470

 
82,636

 
381,834

 
January 12, 2015
 
1/1/2015 - 12/31/2017
20141
 
188,510

 
188,510

 

 
July 29, 2014
 
1/1/2014 - 12/31/2016
20141
 
80,560

 
80,560

 

 
May 12, 2014
 
1/1/2014 - 12/31/2016
20141
 
230,265

 
230,265

 

 
February 10, 2014
 
1/1/2014 - 12/31/2016
 
 
 
 
 
 
 
 
 
 
 
1 The performance shares granted in 2014 will have a payout of 0% of the original grant based on the final performance evaluation versus the performance goals that were established in the grants.
Incentive Compensation and Other Benefit Plans for Employees and Directors [Table Text Block]
For the last three years, Equity Grant shares have been awarded to elected or re-elected nonemployee Directors as follows:
Year of Grant
 
Restricted Equity Grant Shares
 
Deferred Equity Grant Shares
2014
 
73,635

 

2015
 
109,408

 
25,248

2016
 
135,038

 
29,583

Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block]
The following table summarizes the share-based compensation expense that we recorded for continuing operations in 2016, 2015 and 2014:
 
(In Millions, except per
share amounts)
 
2016
 
2015
 
2014
Cost of goods sold and operating expenses
$
2.1

 
$
4.0

 
$
5.6

Selling, general and administrative expenses
12.1

 
9.9

 
15.9

Reduction of operating income from continuing operations before income
    taxes and equity loss from ventures
14.2

 
13.9

 
21.5

Income tax benefit1

 

 
(7.5
)
Reduction of net income attributable to Cliffs shareholders
$
14.2

 
$
13.9

 
$
14.0

Reduction of earnings per share attributable to Cliffs shareholders:

 

 

Basic
$
0.07

 
$
0.09

 
$
0.09

Diluted
$
0.07

 
$
0.09

 
$
0.09

 
 
 
 
 
 
1 No income tax benefit for the year ended December 31, 2016 and December 31, 2015, due to the full valuation allowance.
Schedule Of Share-Based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions
No performance shares were granted in 2016, therefore no fair value analysis was required.
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]
No stock options were granted in 2016, therefore no fair value analysis was required.
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]
Stock option, restricted share awards and performance share activity under our long-term equity plans and Directors’ Plans are as follows:
 
2016
 
2015
 
2014
 
Shares
 
Shares
 
Shares
Stock options:
 
 
 
 
 
Outstanding at beginning of year
607,489

 
250,000

 

Granted during the year

 
412,710

 
250,000

Forfeited/canceled
(7,619
)
 
(55,221
)
 

Outstanding at end of year
599,870

 
607,489

 
250,000

Restricted awards:
 
 
 
 
 
Outstanding and restricted at beginning of year
2,338,070

 
523,176

 
586,084

Granted during the year
3,571,337

 
2,482,415

 
531,030

Vested
(271,988
)
 
(477,157
)
 
(423,822
)
Forfeited/canceled
(175,636
)
 
(190,364
)
 
(170,116
)
Outstanding and restricted at end of year
5,461,783

 
2,338,070

 
523,176

Performance shares:

 

 

Outstanding at beginning of year
1,496,489

 
1,072,376

 
1,040,453

Granted during the year

 
874,575

 
1,233,685

Issued1
(59,260
)
 
(242,920
)
 
(796,624
)
Forfeited/canceled
(68,760
)
 
(207,542
)
 
(405,138
)
Outstanding at end of year
1,368,469

 
1,496,489

 
1,072,376

Vested or expected to vest as of
    December 31, 2016
6,716,979

 
 
 
 
Directors’ retainer and voluntary shares:

 

 

Outstanding at beginning of year

 

 
7,329

Granted during the year

 

 
2,281

Vested

 

 
(9,610
)
Outstanding at end of year

 

 

Reserved for future grants or awards at end
    of year:
 
 
 
 
 
Employee plans
6,514,038

 
 
 
 
Directors’ plans
676,678

 
 
 
 
Total
7,190,716

 
 
 
 
 
 
 
 
 
 
1 The performance shares granted in 2014 will have a payout of 0% of the original grant based on the final performance evaluation versus the performance goals that were established in the grants. These shares are not included in this number because they expire and will be ultimately forfeited in February 2017. For the year ended December 31, 2015, the shares vesting due to the change in control were paid out in cash, at target, and valued as of the respective participants' termination dates. For the year ended December 31, 2014, the shares vesting on December 31, 2013 were valued as of February 10, 2014, and the shares vesting due to the change in a majority of our Board of Directors that triggered the acceleration of vesting and payout of outstanding equity grants under our equity plans on August 6, 2014 were paid out in cash, at target, and valued as of that date.

Employee Stock Awards Outstanding [Table Text Block]
A summary of our outstanding share-based awards as of December 31, 2016 is shown below:
 
Shares
 
Weighted
Average
Grant Date
Fair Value
Outstanding, beginning of year
4,442,048

 
$
8.93

Granted
3,571,337

 
$
1.93

Vested
(331,248
)
 
$
11.25

Forfeited/expired
(252,015
)
 
$
5.90

Outstanding, end of year
7,430,122

 
$
5.55

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]
A summary of our stock option grants vested or expected to vest as of December 31, 2016 is shown below:
 
Shares
 
Weighted-Average Exercise Price
 
Aggregate Intrinsic Value
 
Weighted-Average Remaining Contractual Term (Years)
Expected to vest
417,914

 
$
8.88

 
$
239,640

 
7.43
Exercisable
166,667

 
$
13.83

 
$

 
4.88