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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] Ìý
Stock Incentive Plans Disclosure [Table Text Block]
Following is a summary of our performance share award agreements currently outstanding:
Performance
Share
Plan Year
Ìý
Performance Shares Granted
Ìý
Estimated Forfeitures
Ìý
Expected to Vest
Ìý
Grant Date
Ìý
Performance Period
2015
Ìý
410,105

Ìý
157,979

Ìý
252,126

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

Ìý
82,636

Ìý
381,834

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

Ìý
188,510

Ìý
—

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

Ìý
80,560

Ìý
—

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

Ìý
230,265

Ìý
—

Ìý
February 10, 2014
Ìý
1/1/2014 - 12/31/2016
Ìý
Ìý
Ìý
Ìý
Ìý
Ìý
Ìý
Ìý
Ìý
Ìý
Ìý
1ÌýThe 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
Ìý
Restricted Equity Grant Shares
Ìý
Deferred Equity Grant Shares
2014
Ìý
73,635

Ìý
—

2015
Ìý
109,408

Ìý
25,248

2016
Ìý
135,038

Ìý
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:
Ìý
(InÌýMillions,Ìýexcept per
shareÌýamounts)
Ìý
2016
Ìý
2015
Ìý
2014
Cost of goods sold and operating expenses
$
2.1

Ìý
$
4.0

Ìý
$
5.6

Selling, general and administrative expenses
12.1

Ìý
9.9

Ìý
15.9

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

Ìý
13.9

Ìý
21.5

Income tax benefit1
—

Ìý
—

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

Ìý
$
13.9

Ìý
$
14.0

Reduction of earnings per share attributable to Cliffs shareholders:

Ìý

Ìý

Basic
$
0.07

Ìý
$
0.09

Ìý
$
0.09

Diluted
$
0.07

Ìý
$
0.09

Ìý
$
0.09

Ìý
Ìý
Ìý
Ìý
Ìý
Ìý
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:
Ìý
2016
Ìý
2015
Ìý
2014
Ìý
Shares
Ìý
Shares
Ìý
Shares
Stock options:
Ìý
Ìý
Ìý
Ìý
Ìý
Outstanding at beginning of year
607,489

Ìý
250,000

Ìý
—

Granted during the year
—

Ìý
412,710

Ìý
250,000

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

Outstanding at end of year
599,870

Ìý
607,489

Ìý
250,000

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

Ìý
523,176

Ìý
586,084

Granted during the year
3,571,337

Ìý
2,482,415

Ìý
531,030

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

Ìý
2,338,070

Ìý
523,176

Performance shares:

Ìý

Ìý

Outstanding at beginning of year
1,496,489

Ìý
1,072,376

Ìý
1,040,453

Granted during the year
—

Ìý
874,575

Ìý
1,233,685

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

Ìý
1,496,489

Ìý
1,072,376

Vested or expected to vest as of
ÌýÌýÌýÌýDecemberÌý31, 2016
6,716,979

Ìý
Ìý
Ìý
Ìý
Directors’ retainer and voluntary shares:

Ìý

Ìý

Outstanding at beginning of year
—

Ìý
—

Ìý
7,329

Granted during the year
—

Ìý
—

Ìý
2,281

Vested
—

Ìý
—

Ìý
(9,610
)
Outstanding at end of year
—

Ìý
—

Ìý
—

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

Ìý
Ìý
Ìý
Ìý
Directors’ plans
676,678

Ìý
Ìý
Ìý
Ìý
Total
7,190,716

Ìý
Ìý
Ìý
Ìý
Ìý
Ìý
Ìý
Ìý
Ìý
Ìý
1ÌýThe 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 DecemberÌý31, 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 endedÌýDecemberÌý31, 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 DecemberÌý31, 2016 is shown below:
Ìý
Shares
Ìý
Weighted
Average
GrantÌýDate
Fair Value
Outstanding, beginning of year
4,442,048

Ìý
$
8.93

Granted
3,571,337

Ìý
$
1.93

Vested
(331,248
)
Ìý
$
11.25

Forfeited/expired
(252,015
)
Ìý
$
5.90

Outstanding, end of year
7,430,122

Ìý
$
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 DecemberÌý31, 2016 is shown below:
Ìý
Shares
Ìý
Weighted-Average Exercise Price
Ìý
Aggregate Intrinsic Value
Ìý
Weighted-Average Remaining Contractual Term (Years)
Expected to vest
417,914

Ìý
$
8.88

Ìý
$
239,640

Ìý
7.43
Exercisable
166,667

Ìý
$
13.83

Ìý
$
—

Ìý
4.88