Annual report pursuant to Section 13 and 15(d)

STOCK COMPENSATION PLANS (Tables)

v3.8.0.1
STOCK COMPENSATION PLANS (Tables)
12 Months Ended
Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Approved Grants Equity Plans [Table Text Block]
Following is a summary of approved grants by the Compensation Committee:
Grant Year
 
Vesting Date
 
Plan
 
Restricted Stock Granted
 
Performance Shares Granted
 
Stock Options Granted
2017
 
12/31/2019
 
Amended 2015 Equity Plan
 
532,358

 
249,106

 

2017
 
12/31/2019
 
2015 Equity Plan
 
553,725

 
553,725

 

2016
 
12/31/2018
 
2015 Equity Plan
 
3,406,716

 

 

2015
 
12/15/2017
 
2015 Equity Plan
 
1,473,184

 

 

2015
 
12/31/2017
 
2012 Equity Plan
 
874,575

 
874,575

 
412,710

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
 
Forfeitures to Date
 
Expected to Vest
 
Grant Date
 
Performance Period
2017
 
249,106

 

 
249,106

 
June 26, 2017
 
5/31/2017 - 12/31/2019
2017
 
553,725

 
5,192

 
548,533

 
February 21, 2017
 
1/1/2017 - 12/31/2019
20151
 
410,105

 
155,235

 
254,870

 
February 9, 2015
 
1/1/2015 - 12/31/2017
20151
 
464,470

 
68,667

 
395,803

 
January 12, 2015
 
1/1/2015 - 12/31/2017
 
 
 
 
 
 
 
 
 
 
 
1 The performance shares granted in 2015 will have a payout of 75.3% 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
2015
 
109,408

 
25,248

2016
 
135,038

 
29,583

2017
 
93,359

 
17,289

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 2017, 2016 and 2015:
 
(In Millions, except per
share amounts)
 
2017
 
2016
 
2015
Cost of goods sold and operating expenses
$
2.3

 
$
2.1

 
$
4.0

Selling, general and administrative expenses
16.4

 
12.1

 
9.9

Reduction of operating income from continuing operations before income
    taxes and equity loss from ventures
18.7

 
14.2

 
13.9

Income tax benefit1

 

 

Reduction of net income attributable to Cliffs shareholders
$
18.7

 
$
14.2

 
$
13.9

Reduction of earnings per share attributable to Cliffs shareholders:
 
 
 
 
 
Basic
$
0.06

 
$
0.07

 
$
0.09

Diluted
$
0.06

 
$
0.07

 
$
0.09

 
 
 
 
 
 
1 No income tax benefit due to the full valuation allowance.
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]
Stock option, restricted stock awards and performance share activity under our long-term equity plans and Directors’ Plans are as follows:
 
2017
 
2016
 
2015
 
Shares
 
Shares
 
Shares
Stock options:
 
 
 
 
 
Outstanding at beginning of year
599,870

 
607,489

 
250,000

Granted during the year

 

 
412,710

Forfeited/canceled

 
(7,619
)
 
(55,221
)
Outstanding at end of year
599,870

 
599,870

 
607,489

Restricted awards:
 
 
 
 
 
Outstanding and restricted at beginning of year
5,461,783

 
2,338,070

 
523,176

Granted during the year
1,196,731

 
3,571,337

 
2,482,415

Vested
(1,813,315
)
 
(271,988
)
 
(477,157
)
Forfeited/canceled
(68,716
)
 
(175,636
)
 
(190,364
)
Outstanding and restricted at end of year
4,776,483

 
5,461,783

 
2,338,070

Performance shares:

 

 

Outstanding at beginning of year
1,368,469

 
1,496,489

 
1,072,376

Granted during the year
802,831

 

 
874,575

Issued1

 
(59,260
)
 
(242,920
)
Forfeited/canceled
(322,988
)
 
(68,760
)
 
(207,542
)
Outstanding at end of year
1,848,312

 
1,368,469

 
1,496,489

Vested or expected to vest as of December 31, 20172
7,224,665

 
 
 
 
Directors’ retainer and voluntary shares:

 

 

Outstanding at beginning of year

 

 

Granted during the year
25,476

 

 

Vested
(25,476
)
 

 

Outstanding at end of year

 

 

Reserved for future grants or awards at end of year:
 
 
 
 
 
Employee plans
16,606,386

 
 
 
 
Directors’ plans
612,266

 
 
 
 
Total
17,218,652

 
 
 
 
 
 
 
 
 
 
1 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.
2 With the adoption of ASU 2016-09, we assume all shares are expected to vest and none will forfeit.

Employee Stock Awards Outstanding [Table Text Block]
A summary of our outstanding share-based awards as of December 31, 2017 is shown below:
 
Shares
 
Weighted
Average
Grant Date
Fair Value
Outstanding, beginning of year
7,430,122

 
$
5.55

Granted
1,999,562

 
$
12.19

Vested
(1,813,315
)
 
$
5.52

Forfeited/expired
(391,704
)
 
$
12.84

Outstanding, end of year
7,224,665

 
$
6.79