Quarterly report pursuant to Section 13 or 15(d)

RELATED PARTIES

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RELATED PARTIES
9 Months Ended
Sep. 30, 2017
Related Party Transactions [Abstract]  
RELATED PARTIES
NOTE 16 - RELATED PARTIES
One of our four operating U.S. iron ore mines is a co-owned joint venture with companies that are integrated steel producers or their subsidiaries. We are the manager of such co-owned mine 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 of the joint venture partners is also our customer. The following is a summary of the mine ownership of the co-owned iron ore mine at September 30, 2017:
Mine
 
Cleveland-Cliffs Inc.
 
ArcelorMittal
 
U.S. Steel
Hibbing
 
23.0
%
 
62.3
%
 
14.7
%

During the third quarter of 2017, our ownership interest in Empire increased to 100% as we reached an agreement to distribute the noncontrolling interest net assets for $132.7 million to ArcelorMittal, in exchange for its interest in Empire. The net assets were agreed to be distributed in three installments of approximately $44.2 million, the first of which was paid upon the execution of the agreement and the remaining distributions are due in August 2018 and August 2019. The remaining two outstanding installments, each for $44.2 million, are reflected in Other current liabilities and Other liabilities in the Statements of Unaudited Condensed Consolidated Financial Position as of September 30, 2017. We accounted for the increase in ownership as an equity transaction, which resulted in a $16.0 million decrease in equity attributable to Cliffs' shareholders and a $116.7 million decrease in Noncontrolling interest.
As part of a 2014 extension agreement between us and ArcelorMittal, which amended certain terms of the Empire partnership agreement, distributions of the partners' equity amounts were required to be made on a quarterly basis beginning in the first quarter of 2015. These equity distributions were made through the termination of the partnership agreement on December 31, 2016. We paid $8.7 million in January 2017 related to 2016 distributions. During the three and nine months ended September 30, 2016, we recorded distributions of $7.4 million and $48.8 million, respectively, under this agreement of which $41.4 million was paid as of September 30, 2016. In addition, we paid $11.1 million in January 2016 related to 2015 distributions.
During the third quarter of 2017, we acquired U.S. Steel's 15% equity interest in Tilden for $105.0 million. With the closing of this transaction, we now have 100% ownership of Tilden. We accounted for the increase in ownership as an equity transaction, which resulted in an $89.1 million decrease in equity attributable to Cliffs' shareholders and a $15.9 million decrease in Noncontrolling interest.
Product revenues from related parties were as follows:
 
(In Millions)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
Product revenues from related parties
$
265.5

 
$
223.4

 
$
602.4

 
$
568.4

Total product revenues
$
627.5

 
$
508.6

 
$
1,552.3

 
$
1,237.0

Related party product revenue as a percent of total product revenue
42.3
%
 
43.9
%
 
38.8
%
 
45.9
%

The following table presents the classification of related party assets and liabilities in the Statements of Unaudited Condensed Consolidated Financial Position as of September 30, 2017 and December 31, 2016:
 
(In Millions)
 
Balance Sheet
Location
 
September 30, 2017
 
December 31, 2016
Amounts due from related parties
Accounts receivable, net
 
$
4.5

 
$
46.9

Amounts due from related parties
Other current assets
 
3.4

 

Customer supply agreements and provisional pricing agreements
Derivative assets
 
88.5

 
26.8

Amounts due to related parties
Other current liabilities
 
(45.3
)
 
(8.7
)
Amounts due to related parties
Derivative liabilities
 
(5.4
)
 

Amounts due to related parties
Other liabilities
 
(44.2
)
 

Net amounts due from related parties
 
 
$
1.5

 
$
65.0


Certain supply agreements with one U.S. Iron Ore customer provide for supplemental revenue or refunds to the customer based on the customer’s average annual steel pricing or based on the average annual daily market price for hot-rolled coil steel at the time 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 for further information.