Annual report pursuant to Section 13 and 15(d)

STOCK COMPENSATION PLANS (Tables)

v3.3.1.900
STOCK COMPENSATION PLANS (Tables)
12 Months Ended
Dec. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
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, 2015 is shown below:
 
Shares
 
Weighted-Average Exercise Price
 
Aggregate Intrinsic Value
 
Weighted-Average Remaining Contractual Term (Years)
Expected to vest
490,902

 
$
9.67

 
$

 
7.90
Exercisable
83,334

 
$
13.83

 
$

 
5.88
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]
The following assumptions were utilized to estimate the fair value for the stock options granted in 2015:
Grant Date
 
Grant Date Market Price
 
Average Expected Term (Years)
 
Expected Volatility
 
Risk-Free Interest Rate
 
Dividend Yield
 
Fair Value
January 12, 2015
 
$
7.70

 
6.47
 
75.3%
 
1.60%
 
—%
 
$
5.23

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

 
111,877

 
298,228

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

 
96,149

 
368,321

 
January 12, 2015
 
1/1/2015 - 12/31/2017
2014
400,000

 
27,774

 
372,226

 
November 17, 2014
 
8/7/2014 - 12/31/2017
2014
199,450

 
32,653

 
166,797

 
July 29, 2014
 
1/1/2014 - 12/31/2016
2014
106,120

 
16,351

 
89,769

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

 
142,017

 
88,248

 
February 10, 2014
 
1/1/2014 - 12/31/2016
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
 
Unrestricted Equity Grant Shares
 
Restricted Equity Grant Shares
 
Deferred Equity Grant Shares
2013
 
3,985

 
31,506

 
7,970

2014
 

 
73,635

 

2015
 

 
109,408

 
25,248

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 2015, 2014 and 2013:
 
(In Millions, except per
share amounts)
 
2015
 
2014
 
2013
Cost of goods sold and operating expenses
$
4.0

 
$
5.6

 
$
4.9

Selling, general and administrative expenses
9.9

 
15.9

 
14.2

Reduction of operating income (loss) from continuing operations before income
    taxes and equity loss from ventures
13.9

 
21.5

 
19.1

Income tax benefit (1)

 
(7.5
)
 
(6.7
)
Reduction of net income attributable to Cliffs shareholders
$
13.9

 
$
14.0

 
$
12.4

Reduction of earnings per share attributable to Cliffs shareholders:

 

 

Basic
$
0.09

 
$
0.09

 
$
0.08

Diluted
$
0.09

 
$
0.09

 
$
0.07


                                   
(1) 
No income tax benefit for the year ended December 31, 2015, due to the full valuation allowance.
Schedule Of Share-Based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions
The following assumptions were utilized to estimate the fair value for the 2015 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)
January 12, 2015
 
$
7.70

 
2.97
 
58.3%
 
0.91%
 
—%
 
$
11.56

 
150.13%
February 9, 2015
 
$
6.57

 
2.89
 
58.3%
 
0.87%
 
—%
 
$
9.86

 
150.13%
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]
estricted share awards and performance share activity under our long-term equity plans and Directors’ Plans are as follows:
 
2015
 
2014
 
2013
 
Shares
 
Shares
 
Shares
Stock options:
 
 
 
 
 
Outstanding at beginning of year
250,000

 

 

Granted during the year
412,710

 
250,000

 

Vested

 

 

Forfeited/canceled
(55,221
)
 

 

Outstanding at end of year
607,489

 
250,000

 

Restricted awards:
 
 
 
 
 
Outstanding and restricted at beginning of year
523,176

 
586,084

 
393,787

Granted during the year
2,482,415

 
531,030

 
396,844

Vested
(477,157
)
 
(423,822
)
 
(118,973
)
Forfeited/canceled
(190,364
)
 
(170,116
)
 
(85,574
)
Outstanding and restricted at end of year
2,338,070

 
523,176

 
586,084

Performance shares:

 

 

Outstanding at beginning of year
1,072,376

 
1,040,453

 
772,484

Granted during the year (1)
874,575

 
1,233,685

 
806,271

Issued (2)
(242,920
)
 
(796,624
)
 
(289,054
)
Forfeited/canceled
(207,542
)
 
(405,138
)
 
(249,248
)
Outstanding at end of year
1,496,489

 
1,072,376

 
1,040,453

Vested or expected to vest as of
    December 31, 2015
3,934,901

 
 
 
 
Directors’ retainer and voluntary shares:

 

 

Outstanding at beginning of year

 
7,329

 
2,880

Granted during the year

 
2,281

 
8,136

Forfeited/canceled

 

 
(1,521
)
Vested

 
(9,610
)
 
(2,166
)
Outstanding at end of year

 

 
7,329

Reserved for future grants or awards at end
    of year:
 
 
 
 
 
Employee plans
11,917,635

 
 
 
 
Directors’ plans
91,299

 
 
 
 
Total
12,008,934

 
 
 
 
                                         
(1) 
The shares granted in 2013 include 54,051 shares related to the 23% payout associated with the prior-year pool as actual payout exceeded target.
(2) 
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. For the year ended December 31, 2013, the shares vested on December 31, 2012 were valued as of February 21, 2013.
Employee Stock Awards Outstanding [Table Text Block]
A summary of our outstanding share-based awards as of December 31, 2015 is shown below:
 
Shares
 
Weighted
Average
Grant Date
Fair Value
Outstanding, beginning of year
1,845,552

 
$
16.55

Granted
3,769,700

 
$
6.78

Vested
(720,077
)
 
$
16.15

Forfeited/expired
(453,127
)
 
$
10.50

Outstanding, end of year
4,442,048

 
$
8.93