Obligation Cliffside Resources Inc. 4.875% ( US18683KAD37 ) en USD

Cliffside Resources Inc.

100 % ▼

Etats-unis

US18683KAD37 ( en USD )

4.875% par an ( paiement semestriel )

31/03/2021 - Obligation échue

Prospectus brochure de l'obligation Cliffs Natural Resources Inc US18683KAD37 en USD 4.875%, échue

1 000 USD

138 431 000 USD

18683KAD3

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Cliffs Natural Resources Inc. est une société minière américaine intégrée verticalement, spécialisée dans l'extraction et le traitement de minerais de fer et de métaux de base, servant principalement les secteurs de la construction et de l'automobile.

L'Obligation émise par Cliffside Resources Inc. ( Etats-unis ) , en USD, avec le code ISIN US18683KAD37, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2021

Final Prospectus Supplement
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-165376
CALCULATION OF REGISTRATION FEE

Title of Each Class
Amount To Be
Proposed Maximum
Proposed Maximum
Amount of
of Security To Be
Registered
Offering Price
Aggregate
Registration Fee (1)
Registered

Per Unit

Offering Price

4.875% Senior Notes due 2021

$700,000,000

99.897%

$699,279,000

$81,186.30
6.25% Senior Notes due 2040

$300,000,000

99.573%

$298,719,000

$34,681.28

(1)
The total filing fee of $115,867.58 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents

Prospectus Supplement
To Prospectus dated March 10, 2010
$1,000,000,000
Cliffs Natural Resources Inc.
$700,000,000 4.875% Senior Notes due 2021
$300,000,000 6.25% Senior Notes due 2040
We are offering $700,000,000 aggregate principal amount of 4.875% senior notes due 2021, which we refer to in this prospectus supplement
as our "2021 senior notes," and an additional issuance of $300,000,000 aggregate principal amount of our 6.25% senior notes due 2040,
$500,000,000 aggregate principal amount of which have been issued previously, which we refer to as the "existing 2040 senior notes." The 2040
senior notes offered by this prospectus supplement will become part of the same series as the existing 2040 senior notes for all purposes under the
indenture and together are referred to in this prospectus supplement as the "2040 senior notes." We collectively refer to both series of notes offered
hereby as our "notes."
We will pay interest on the 2021 senior notes on April 1 and October 1 of each year, beginning on October 1, 2011. We will pay interest on
the 2040 senior notes on April 1 and October 1 of each year, beginning on October 1, 2011. The 2021 senior notes will mature on April 1, 2021,
and the 2040 senior notes will mature on October 1, 2040. The notes will be issued only in denominations of $2,000 and integral multiples of
$1,000 above that amount.
We have the option to redeem some or all of the notes at any time and from time to time, as described under the heading "Description of the
Notes--Optional Redemption." If a change of control triggering event occurs, we will be required to offer to purchase the notes at a purchase price
equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. See "Description of the Notes--Change
of Control Triggering Event."
The 2021 senior notes will be subject to a special mandatory redemption in the event our pending acquisition of Consolidated Thompson Iron
Mines Limited, or Consolidated Thompson, is not consummated on or prior to July 29, 2011, or if prior to July 29, 2011, the definitive
arrangement agreement with Consolidated Thompson is terminated, subject to certain conditions. In such an event, the 2021 senior notes will be
redeemed at a price equal to 101% of the principal amount thereof plus accrued and unpaid interest from the date of initial issuance, or the most
recent date to which interest has been paid or provided for, whichever is later, to but excluding the special mandatory redemption date.
The notes will be our senior unsecured obligations and will rank equally with all of our other existing and future senior unsecured and
unsubordinated indebtedness, but will be effectively junior to any secured indebtedness which we may incur in the future. The notes will not be
the obligation of any of our subsidiaries. For a more detailed description of the notes, see "Description of the Notes."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Final Prospectus Supplement
See "Risk Factors" beginning on page S-12 of this prospectus supplement and the risk factors contained in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2010, which are incorporated by reference herein, for a discussion of certain risks that
you should consider in connection with an investment in the notes.

Per 2021
Per 2040

Senior Note
Total

Senior Note
Total

Public Offering Price(1)(2)

99.897%
$699,279,000
99.573%
$298,719,000
Underwriting Discount

0.650%
$
4,550,000
0.875%
$
2,625,000
Proceeds to us (before expenses)(1)(2)

99.247%
$694,729,000
98.698%
$296,094,000

(1)
In the case of the 2021 senior notes, plus accrued interest, if any, from March 23, 2011.

(2)
In the case of the 2040 senior notes, plus accrued interest, if any, from April 1, 2011.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company for the
benefit of its participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about March 23, 2011 in the case
of the 2021 senior notes, and on or about April 1, 2011 in the case of the 2040 senior notes. Purchasers who wish to trade their notes prior to the
third business day before the applicable date of delivery will be required to specify alternate settlement arrangements to prevent a failed settlement.
For a more detailed description of the alternate settlement cycle, see "Underwriting."
Joint Book-Running Managers

BofA Merrill Lynch
Citi
J.P. Morgan

Co-Managers

Fifth Third Securities, Inc.

BMO Capital Markets

KeyBanc Capital Markets

PNC Capital Markets LLC
RBS

Scotia Capital

US Bancorp
March 16, 2011
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement

ii
Where You Can Find More Information

ii
Information We Incorporate By Reference

ii
Disclosure Regarding Forward-Looking Statements

iii
Summary
S-1
Risk Factors
S-12
Use of Proceeds
S-17
Capitalization
S-18
Unaudited Pro Forma Condensed Consolidated Financial Information
S-19
Description of the Notes
S-27
Material U.S. Federal Tax Considerations
S-36
Certain ERISA Considerations
S-41
Underwriting
S-43
Legal Matters
S-47
Experts
S-47
Consolidated Thompson Financial Statements
F-1
Prospectus

About This Prospectus

1
Where You Can Find More Information

1
Information We Incorporate By Reference

1
Disclosure Regarding Forward-Looking Statements

3
Our Business

4
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Final Prospectus Supplement
Risk Factors

4
Use of Proceeds

5
Ratio of Earnings to Fixed Charges

5
Description of Debt Securities

6
Plan of Distribution

15
Legal Matters

17
Experts

17

i
Table of Contents
About This Prospectus Supplement
We provide information to you about this offering in two separate documents. The accompanying prospectus provides general information
about us and the securities we may offer from time to time, some of which may not apply to this offering. This prospectus supplement describes
the specific details regarding this offering. Generally, when we refer to the "prospectus," we are referring to both documents combined. Additional
information is incorporated by reference in this prospectus supplement. If information in this prospectus supplement is inconsistent with the
accompanying prospectus, you should rely on this prospectus supplement.
We have not authorized anyone to provide any information other than contained or incorporated by reference in this prospectus supplement or
in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in this
prospectus supplement, the accompanying prospectus or any document incorporated by reference is accurate as of any date other than the date
mentioned on the cover page of these documents. We are not, and the underwriters are not, making offers to sell the securities in any jurisdiction in
which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to
whom it is unlawful to make an offer or solicitation.
References in this prospectus supplement to the terms "we," "us," "the Company" or "Cliffs" or other similar terms mean Cliffs Natural
Resources Inc. and its consolidated subsidiaries, unless we state otherwise or the context indicates otherwise. As used in this prospectus
supplement, the term "ton" means a long ton (equal to 2,240 pounds) when referring to our North American Iron Ore business segment, the term
"ton" means a short ton (equal to 2,000 pounds) when referring to our North American Coal business segment and the term "metric ton" means a
metric ton (equal to 1,000 kilograms or 2,205 pounds).
Where You Can Find More Information
We are subject to the informational reporting requirements of the Securities Exchange Act of 1934. We file annual, quarterly and current
reports, proxy statements and other information with the SEC. Our SEC filings are available over the Internet at the SEC's website at
www.sec.gov. You may read and copy any reports, statements and other information filed by us at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information on the Public Reference Room. You may also inspect
our SEC reports and other information at the New York Stock Exchange, 20 Broad Street, New York, New York 10005, or at our website at
www.cliffsnaturalresources.com. The information contained on or accessible through our website is not part of this prospectus supplement, other
than the documents that we file with the SEC that are incorporated by reference in this prospectus supplement or the accompanying prospectus.
Information We Incorporate By Reference
The SEC allows us to "incorporate by reference" into this prospectus supplement the information in documents we file with it, which means
that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to
be a part of this prospectus supplement and information that we file later with the SEC will automatically update and supersede this information.
Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this prospectus supplement to the extent that a statement contained in or omitted from this prospectus supplement, or in
any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus
supplement.

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Final Prospectus Supplement
We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act until the completion of the offering of securities described in this prospectus supplement:

· our Annual Report on Form 10-K for the year ended December 31, 2010;

· our Current Reports on Form 8-K, as filed with the SEC on January 7, 2011, January 12, 2011, January 14, 2011, January 18,

2011, February 8, 2011, February 9, 2011 and March 8, 2011; and

· our Preliminary Proxy Statement on Schedule 14A, as filed with the SEC on March 14, 2011.
We will not, however, incorporate by reference in this prospectus supplement any documents or portions thereof that are not deemed "filed"
with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of our current reports on Form 8-K unless, and except to the
extent, specified in such current reports. You may obtain copies of these filings without charge by accessing the investor relations section of
cliffsnaturalresources.com or by requesting the filings in writing or by telephone at the following address.
Cliffs Natural Resources Inc.
Investor Relations
200 Public Square
Suite 3300
Cleveland, Ohio 44114
Telephone Number: (216) 694-5700
Disclosure Regarding Forward-Looking Statements
This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference, contain statements that
constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements may be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects,"
"estimates," "intends," "may," "will" or similar terms. These statements speak only as of the date of this prospectus supplement or the date of the
document incorporated by reference, as applicable, and we undertake no ongoing obligation, other than that imposed by law, to update these
statements. These statements appear in a number of places in this prospectus supplement, including the documents incorporated by reference, and
relate to, among other things, our intent, belief or current expectations of our directors or our officers with respect to: our future financial condition;
results of operations or prospects; estimates of our economic iron ore and coal reserves; our business and growth strategies; and our financing plans
and forecasts. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks
and uncertainties, and that actual results may differ materially from those contained in or implied by the forward-looking statements as a result of
various factors, some of which are unknown, including, without limitation:

· the ability to successfully complete the pending acquisition of Consolidated Thompson;

· the ability to successfully integrate acquired companies into our operations, including without limitation, Consolidated Thompson if it

is successfully acquired;

· uncertainty or weaknesses in global economic conditions, including downward pressure on prices;

· trends affecting our financial condition, results of operations or future prospects;

· the ability to reach agreement with our iron ore customers regarding modifications to sales contract pricing escalation provisions to

reflect a shorter-term or spot-based pricing mechanism;

· the outcome of any contractual disputes with our customers or significant energy, material or service providers;

iii
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· the outcome of any arbitration or litigation;

· changes in sales volume or mix;

· the impact of price-adjustment factors on our sales contracts;

· the ability of our customers to meet their obligations to us on a timely basis or at all;

· our actual economic ore reserves;

· the success of our business and growth strategies;

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Final Prospectus Supplement

·
our ability to successfully identify and consummate any strategic investments;

· events or circumstances that could impair or adversely impact the viability of a mine and the carrying value of associated assets;

· impacts of increasing governmental regulation including failure to receive or maintain required environmental permits, approvals,

modifications or other authorization of, or from, any governmental or regulatory entity;

· adverse changes in currency values;

· the success of our cost-savings efforts;

· our ability to maintain adequate liquidity and successfully implement our financing plans;

· our ability to maintain appropriate relations with unions and employees;

· uncertainties associated with unanticipated geological conditions, natural disasters, weather conditions, disruption of energy, equipment

failures and other unexpected events;

· risks related to international operations; and

· the potential existence of significant deficiencies or material weakness in our internal control over financial reporting.
These factors and the other risk factors described in this prospectus supplement and the accompanying prospectus, including the documents
incorporated by reference, are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in
any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no
assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the
expected consequences to or effects on us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such
forward-looking statements.

iv
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Summary
This summary highlights information about us and the notes being offered by this prospectus supplement. This summary is not complete
and may not contain all of the information that you should consider prior to investing in our notes. For a more complete understanding of our
company, we encourage you to read this entire document, including the information incorporated by reference in this document and the other
documents to which we have referred.
Our Company
Cliffs Natural Resources Inc. is an international mining and natural resources company that traces its corporate history back to 1847. We
are the largest producer of iron ore pellets in North America, a major supplier of direct-shipping lump and fines iron ore out of Australia and a
significant producer of metallurgical coal. With core values of environmental and capital stewardship, our colleagues across the globe
endeavor to provide all stakeholders operating and financial transparency as embodied in the Global Reporting Initiative framework. Our
company's primary operations are currently organized according to product category and geographic location: North American Iron Ore;
North American Coal; Asia Pacific Iron Ore; Asia Pacific Coal; Latin American Iron Ore; Alternative Energies; Ferroalloys; and our Global
Exploration Group. The Asia Pacific Coal, Latin American Iron Ore, Alternative Energies, FerroAlloys and Global Exploration Group
operating segments do not meet reportable segment disclosure requirements and therefore are not separately reported.
In North America, we operate six iron ore mines in Michigan, Minnesota and Eastern Canada, five metallurgical coal mines located in
West Virginia and Alabama and one thermal coal mine located in West Virginia. Our Asia Pacific operations are comprised of two iron ore
mining complexes in Western Australia and a 45% economic interest in a coking and thermal coal mine in Queensland, Australia. In Latin
America, we have a 30% interest in Amapá, a Brazilian iron ore operation. Our Ferroalloys operations are comprised of our recently acquired
chromite deposits in Northern Ontario, Canada. Our operations also include our 95% controlling interest in renewaFUEL located in Michigan.
In addition, our Global Exploration Group was established in 2009 and is focused on early involvement in exploration activities to identify
new world-class projects for future development or projects that add significant value to existing operations.
The following map shows our global footprint:
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Final Prospectus Supplement

S-1
Table of Contents
North American Iron Ore
We are the largest producer of iron ore pellets in North America and primarily sell our production to integrated steel companies. We
manage and operate six North American iron ore mines located in Michigan, Minnesota and Eastern Canada that currently have an annual
rated capacity of 38.4 million tons of iron ore pellet production, representing 45.3% of total North American pellet production capacity.1 Based
on our equity ownership in the North American mines we currently operate, our share of the annual rated pellet production capacity is
currently 29.9 million tons, representing 35.3% of total North American annual pellet capacity.2
Our North American Iron Ore revenues are primarily derived from sales of iron ore pellets to the North American integrated steel
industry, consisting of seven major customers. Generally, we have multi-year supply agreements with our customers. Sales volume under
these agreements is largely dependent on customer requirements, and in many cases, we are the sole supplier of iron ore pellets to the
customer. Historically, each agreement has contained a base price that is adjusted annually using one or more adjustment factors. Factors that
could result in a price adjustment include international pellet prices, measures of general industrial inflation and steel prices. Additionally,
certain of our supply agreements have a provision that limits the amount of price increase or decrease in any given year. In 2010, the world's
largest iron ore producers moved away from the annual international benchmark pricing mechanism referenced in certain of our customer
supply agreements, resulting in a shift in the industry toward shorter-term pricing arrangements linked to the spot market. These changes
caused us to assess the impact a change to the historical annual pricing mechanism would have on certain of our larger existing North
American Iron Ore customer supply agreements. We reached final pricing settlements with some of our North American Iron Ore customers
through the fourth quarter of 2010 for the 2010 contract year.
Each of our North American Iron Ore mines is located near the Great Lakes or, in the case of Wabush, near the St. Lawrence Seaway,
which provides us access to the seaborne market. The majority of our iron ore pellets are transported via railroads to loading ports for
shipment via vessel to steelmakers.
For the year ended December 31, 2010, we produced a total of 32 million tons of iron ore pellets, including 25.4 million tons for our
account and 6.6 million tons on behalf of steel company owners of the mines. For the year ended December 31, 2009, we produced a total of
19.6 million tons of iron ore pellets, including 17.1 million tons for our account and 2.5 million tons on behalf of steel company owners of the
mines. For the year ended December 31, 2008, we produced a total of 35.2 million tons of iron ore pellets, including 22.9 million tons for our
account and 12.3 million tons on behalf of steel company owners of the mines. For the years ended December 31, 2010, 2009 and 2008, we
sold 26.2 million, 16.4 million and 22.7 million tons of iron ore pellets, respectively, from our share of production from our North American
Iron Ore mines.
At the end of 2010, our North American Iron Ore mines had proven and probable mineral reserves totaling approximately 906 million
tons.
We have been a leader in iron ore mining technology for more than 160 years. We pioneered early open-pit and underground mining
methods. From the first application of electrical power in Michigan's underground mines to the use of today's sophisticated computer
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Final Prospectus Supplement
networks and global positioning satellite systems, we have been a leader in the application of new technology to the centuries-old business of
mineral extraction. Today, our engineering and technical staffs are engaged in full-time technical support of our operations and improvement
of existing products.
1 North American pellet capacity as reported includes plants in the U.S. and Canada, but excludes Mexico.
2
On February 1, 2010, we acquired U.S. Steel Canada's 44.6% interest and ArcelorMittal Dofasco's 28.6% interest in Wabush, thereby
increasing our ownership interest in Wabush from 26.8% as of December 31, 2009 to 100% as of December 31, 2010.

S-2
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We will continue to leverage our strong technical competencies in the mining, processing and concentrating of lower-grade ores into
high quality products that are critical inputs depended on by North American integrated steel producers.
North American Coal
We are a leading supplier of metallurgical coal in North America. As of December 31, 2010, we owned and operated five metallurgical
coal mines in West Virginia and Alabama and one thermal coal mine located in West Virginia that currently have a rated capacity of
9.4 million tons of production annually. The metallurgical coal mines produce either high-quality, low-volatility or high-quality, high-
volatility metallurgical coals, which are used to make coke, a key component in the steelmaking process. These coals generally sell at a
premium over the more prevalent and mined, thermal coal, which is generally used to generate electricity. Metallurgical coal receives this
premium because of its coking characteristics, which include expansion and contraction when heated, and volatility, which refers to the loss in
mass when coal is heated in the absence of air. Coals with lower volatility produce more efficient coke for steelmaking and are more highly
valued than coals with a higher volatility, all else being equal. At the end of 2010, we had over 350 million tons of metallurgical coal in-place
proven and probable reserves.
At the end of 2010, we estimate a total of approximately 163.2 million tons of total proven and probable recoverable reserves of
metallurgical coal and, further, we estimate a total of approximately 61.8 million tons of proven and probable recoverable reserves of thermal
coal. For the year ended December 31, 2010, we sold a total of 3.3 million tons, compared with 1.9 million tons for the year ended
December 31, 2009 and 3.2 million tons for the year ended December 31, 2008. Each of our North American coal mines is positioned near
rail or barge lines providing access to international shipping ports, which allows for export of our coal production. International and North
American sales represented 55% and 45%, respectively, of our North American Coal sales in 2010.
Asia Pacific Iron Ore
Our Asia Pacific Iron Ore operations are located in Western Australia and include our 100% owned Koolyanobbing complex and our
50% equity interest in Cockatoo Island. We serve the Asian iron ore markets with direct-shipping fines and lump ore. Production in 2010 was
9.3 million metric tons, compared with 8.3 million metric tons in 2009 and 7.7 million metric tons in 2008. We have recently announced an
expansion program that is anticipated to increase annual production to 11.0 million metric tons annually beginning in 2012.
At the end of 2010, we had approximately 101.3 million metric tons of proven and probable reserves in our Asia Pacific Iron Ore
business. In recent years, through a near-mine drilling program our reserve base has remained relatively constant, despite annual production of
approximately eight million metric tons of iron ore.
We have five-year term supply agreements with steel producers in China and Japan that account for approximately 82% and 18%
respectively, of sales. The contracts were renegotiated for the period 2008 through 2012. Sales volume under the agreements is partially
dependent on customer requirements. As a result of the move away from the annual international benchmark pricing mechanism in 2010, we
renegotiated the terms of our supply agreements with our Chinese and Japanese Asia Pacific Iron Ore customers moving to shorter-term
pricing mechanisms of various durations based on the average daily spot prices, with certain pricing mechanisms that have a duration of up to
a quarter. This change was effective in the first quarter of 2010 for our Chinese customers and the second quarter of 2010 for our Japanese
customers. During 2010, 2009 and 2008, we sold 9.3 million, 8.5 million and 7.8 million metric tons of iron ore, respectively, from our
Western Australia mines.

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Final Prospectus Supplement
Investments
Amapá. We are a 30% minority interest owner in Amapá, which consists of an iron ore deposit, a 120-mile railway connecting the mine
location to an existing port facility and 71 hectares of real estate on the banks of the Amazon River, reserved for a loading terminal. Amapá
initiated production in late December 2007. The remaining 70% of Amapá is owned by Anglo American plc.
As the operator of the property, Anglo American declared commercial production achievement during 2010 with annual production
totaling 4.0 million metric tons, compared with 2.7 million metric tons and 1.2 million metric tons in 2009 and 2008, respectively. Anglo
American has indicated that it expects Amapá will produce and sell 4.5 million metric tons of iron ore fines products in 2011 and 5.1 million
metric tons in 2012 based on continued improvements in operational processes. The majority of Amapá's production is committed under a
long-term supply agreement with an operator of an iron oxide pelletizing plant in the Kingdom of Bahrain.
Sonoma. We own a 45% economic interest in Sonoma, located in Queensland, Australia. Production and sales totaled approximately
3.5 million metric tons, respectively, in 2010. This compares with production and sales of approximately 2.8 million and 3.1 million metric
tons and 2.4 million and 2.1 million metric tons in 2009 and 2008, respectively. The project is expected to produce approximately 3.6 million
metric tons of coal annually in 2011 and beyond. Production is expected to include a mix of approximately two-thirds thermal and one-third
metallurgical grade coal. In 2009, Sonoma experienced intrusions in the coal seams which affected raw coal quality, recoverability in the
washing process, and ultimately the quantity of metallurgical coal in the production mix. As a result, the geological model for Sonoma has
been enhanced to reflect the presence of the intrusions and to refine the mining sequence in order to optimize the mix of metallurgical and
thermal coal despite being lower than initially planned levels. Sonoma has economically recoverable reserves of 20 million metric tons. Of the
3.5 million metric tons produced in 2010, approximately 3.0 million metric tons were committed under supply agreements. As of
December 31, 2010, approximately 2.0 million metric tons, of the 3.6 metric tons expected to be produced in 2011, are committed under
supply agreements.
Growth Strategy and Recent Developments
Over recent years, we have been executing a strategy designed to achieve scale in the mining industry and focused on serving the world's
largest and fastest growing steel markets. Throughout 2010, we continued to increase our operating scale and presence as an international
mining and natural resources company by expanding both geographically and through the minerals we mine and market. The long-term
outlook remains healthy and we are now focusing on our growth projects with sustained investment in our core businesses. Our growth in
North America, as well as acquisitions in minerals outside of iron ore and coal, illustrates the execution of this strategy during 2010.
We also expect to achieve growth through early involvement in exploration activities by partnering with junior mining companies, which
provide us low-cost entry points for potentially significant reserve additions. We established a global exploration group in 2009, led by
professional geologists who have the knowledge and experience to identify new world-class projects for future development or projects that
add significant value to existing operations.
Specifically, we continued our strategic growth as an international mining and natural resources company through the following
transactions in 2010:
Freewest. On January 27, 2010, we acquired all of the remaining outstanding shares of Freewest Resources Canada Inc., or Freewest, for
C$1.00 per share, including its interest in the Ring of Fire properties in Northern Ontario Canada which comprise three premier chromite
deposits. The acquisition of Freewest is consistent with our strategy to broaden our geographic and mineral diversification and allows us to
apply our expertise in open-pit mining and mineral processing to a chromite ore resource base that could form the foundation of North

S-4
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America's only ferrochrome production operation. The planned mine is expected to produce 1 million to 2 million metric tons of high-grade
chromite ore annually, which would be further processed into 400 thousand to 800 thousand metric tons of ferrochrome.
Wabush. On February 1, 2010, we acquired entities from our former partners that held their respective interests in the Wabush Mines
Joint Venture, or Wabush, for $103 million, thereby increasing our ownership interest to 100%. With Wabush's 5.5 million tons of production
capacity, acquisition of the remaining interest has increased our North American Iron Ore equity production capacity by approximately
4.0 million tons and has added more than 50 million tons of additional reserves. Furthermore, acquisition of the remaining interest has
provided us additional access to the seaborne iron ore markets serving steelmakers in Europe and Asia.
Spider. We commenced a formal cash offer to acquire all of the outstanding common shares of Spider Resources Inc., or Spider, a
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Canadian-based mineral exploration company, for C$0.19 per share during the second quarter of 2010. On July 6, 2010, all of the conditions
to acquire the remaining common shares of Spider had been satisfied or waived and we increased our ownership percentage to 52%,
representing a majority of the common shares outstanding on a fully-diluted basis. Subsequently, we extended the cash offer to permit
additional shares to be tendered and taken up, thereby increasing our ownership percentage in Spider to 85% as of July 26, 2010. Effective
October 6, 2010, we completed the acquisition of all of the remaining shares of Spider through an amalgamation. Consequently, we own 100%
of Spider as of December 31, 2010 and have obtained majority ownership of the "Big Daddy" chromite deposit located in Northern Ontario.
The "Big Daddy" chromite deposit is one of the three premier chromite deposits that we originally acquired interest in through the Freewest
acquisition as discussed above.
CLCC. On July 30, 2010, we acquired all of the coal operations of privately-owned INR Energy, LLC, or INR, for $775.9 million, and
since that date, the operations acquired from INR have been conducted through our wholly-owned subsidiary known as Cliffs Logan County
Coal, or CLCC. CLCC is a producer of high-volatile metallurgical and thermal coal located in southern West Virginia. CLCC's operations
include two underground continuous mining method metallurgical coal mines and one open surface thermal coal mine, a coal preparation and
processing facility as well as a large, long-life reserve base with an estimated 59 million tons of metallurgical coal and 62 million tons of
thermal coal. This reserve base increases our total global reserve base to over 166 million tons of metallurgical coal and over 67 million tons
of thermal coal. This acquisition represents an opportunity for us to add complementary high-quality coal products and provides certain
advantages, including among other things, long-life mine assets, operational flexibility, and new equipment.
We plan to continue our strategic growth as an international mining and natural resources company in 2011. Specifically:
Consolidated Thompson. On January 11, 2011, we entered into a definitive arrangement agreement with Consolidated Thompson to
acquire all of its common shares in an all-cash transaction including net debt, valued at approximately C$4.9 billion, or C$17.25 per share,
which we refer to as the Arrangement Agreement. The proposed acquisition, which we refer to as the Acquisition, reflects our strategy to
build scale by owning expandable and exportable steelmaking raw material assets serving international markets. On February 25, 2011, the
shareholders of Consolidated Thompson approved the plan of arrangement pursuant to which the Acquisition will be completed. Completion
of the Acquisition is subject to additional customary closing conditions, including government and regulatory approvals.
Consolidated Thompson is a Canadian exploration and development mining company producing iron ore of high-quality concentrate.
Consolidated Thompson operates an iron ore mine and processing facility near Bloom Lake in Quebec, Canada. Wuhan Iron and Steel (Group)
Corporation, which we refer to as Wuhan, is a 25% partner in the Bloom Lake property. The Bloom Lake property is currently ramping up
towards an initial production rate of 8.0 million metric tons of iron ore concentrate per year, which Consolidated Thompson

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expects to increase to 16.0 million metric tons per year by mid-2013. Consolidated Thompson also owns two additional development
properties, Lamêlée and Peppler Lake, in Quebec. The Bloom Lake, Lamêlée and Peppler Lake properties are in close proximity to our own
Canadian operations and will allow us to leverage our port facilities and supply this ore to the seaborne market. All of Consolidated
Thompson's current production capacity is contracted under long-term off-take arrangements with large Asian customers at sales-per-ton
rates that move with the global seaborne prices. The Acquisition is expected to further diversify our customer base by increasing sales to these
customers, including Wuhan, Worldlink Resources Limited and SK Networks Co., Ltd., a subsidiary of SK Group. In addition, we expect to
realize approximately $75 million in pre-tax annual operating synergies in connection with the Acquisition.
Bridge Credit Agreement. On March 4, 2011, we entered into an unsecured bridge credit agreement with a syndicate of banks. The
bridge credit agreement provides for up to a $2,450 million bridge credit facility, which we refer to as the bridge credit facility, that matures
one year from the date of the funding. The commitments under the bridge credit facility will continue to reduce prior to the closing date of the
Acquisition as we obtain permanent financing. Borrowings under the bridge credit facility will bear interest at a floating rate based upon a
negotiated base rate or the LIBOR rate plus a margin depending on our credit rating and the length of time the borrowings, if any, remain
outstanding.
New Term Loan. On March 4, 2011, we entered into a new unsecured term loan agreement with a syndicate of banks. The term loan
agreement provides for a $1,250 million term loan, which we refer to as the new term loan, that matures on the fifth anniversary of the date the
new term loan is funded, and requires principal payments on each three-month anniversary following funding of the new term loan.
Borrowings under the new term loan will bear interest at a floating rate based upon a negotiated base rate or the LIBOR rate plus a margin
depending on the leverage ratio.
The bridge credit facility and the new term loan contain certain representation and warranties, certain affirmative and negative covenants,
certain financial covenants and events of default customary for such financings.
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We intend to use borrowings under the bridge credit facility and our new term loan, along with the net proceeds from this offering, to
pay a portion of the purchase price of the Acquisition. We do not intend to borrow under the bridge credit facility or our new term loan until
the funding, which is expected to be not more than three business days prior to the date of closing of the pending Acquisition.
Corporate Information
Our principal executive offices are located at 200 Public Square, Suite 3300, Cleveland, Ohio 44114. Our main telephone number is
(216) 694-5700, and our website address is www.cliffsnaturalresources.com. The information contained on or accessible through our website
is not part of this prospectus supplement, other than the documents that we file with the SEC that are incorporated by reference in this
prospectus supplement or the accompanying prospectus.

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The Offering
The following summary contains basic information about the notes and is not intended to be complete. It does not contain all of the
information that is important to you. For a more detailed description of the notes, please refer to the section entitled "Description of the Notes"
in this prospectus supplement and the section entitled "Description of Debt Securities" in the accompanying prospectus.

Issuer
Cliffs Natural Resources Inc.

Notes offered
$1,000,000,000 aggregate principal amount of notes, consisting of $700,000,000
aggregate principal amount of 2021 senior notes and $300,000,000 aggregate principal
amount of 2040 senior notes. The offered amount of the 2040 senior notes will constitute
an additional issuance of our 2040 senior notes, $500,000,000 aggregate principal
amount of which have been previously issued and are outstanding.

Maturity
The 2021 senior notes will mature on April 1, 2021.

The 2040 senior notes will mature on October 1, 2040.

Interest rate
The 2021 senior notes will bear interest at 4.875% per year.

The 2040 senior notes will bear interest at 6.25% per year.

Interest payment dates
The 2021 senior notes will pay interest on April 1 and October 1 of each year,
commencing on October 1, 2011.

The 2040 senior notes will pay interest on April 1 and October 1 of each year,

commencing on October 1, 2011.

Ranking
The notes will be our senior unsecured obligations and will rank equally with all of our
other senior unsecured indebtedness, including all other unsubordinated debt securities
issued under the indenture, from time to time outstanding. The indenture does not
restrict the issuance by us or our subsidiaries of senior unsecured indebtedness. See
"Description of the Notes."

Form and denomination
The notes will be issued in fully registered form in denominations of $2,000 or integral
multiples of $1,000 in excess thereof.

Further issuances
We may create and issue further notes ranking equally and ratably with either series of
notes offered by this prospectus supplement in all respects, so that such further notes
will be consolidated and form a single series with the applicable series of notes offered
by this prospectus supplement and will have the same terms as to status, redemption or
otherwise.

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Document Outline

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