Obligation Cliffside Cliffs 4.8% ( US18683KAB70 ) en USD

Cliffside Cliffs

100 % ⇌

Etas-Unis

US18683KAB70 ( en USD )

4.8% par an ( paiement semestriel )

01/10/2020 - Obligation échue

Prospectus brochure de l'obligation Cleveland-Cliffs US18683KAB70 en USD 4.8%, échue

1 000 USD

500 000 000 USD

18683KAB7

N/A

Cleveland-Cliffs Inc. est une société américaine intégrée de production de fer et d'acier, opérant des mines de fer, des aciéries et des installations de transformation.

L'Obligation émise par Cliffside Cliffs ( Etas-Unis ) , en USD, avec le code ISIN US18683KAB70, paye un coupon de 4.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/10/2020

Final Prospectus Supplement
Page 1 of 57
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

4.80% Senior Notes
$500,000,000
99.793%
$498,965,000
$35,576.21
due 2020

6.25% Senior Notes
$500,000,000
98.255%
$491,275,000
$35,027.91
due 2040

(1) The total filing fee of $70,604.12 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as
amended.
http://www.sec.gov/Archives/edgar/data/764065/000119312510211154/d424b5.htm
9/16/2010

Final Prospectus Supplement
Page 2 of 57
Table of Contents
Prospectus Supplement
To Prospectus dated March 10, 2010
$1,000,000,000

Cliffs Natural Resources Inc.
$500,000,000 4.80% Senior Notes due 2020
$500,000,000 6.25% Senior Notes due 2040
We are offering $500,000,000 aggregate principal amount of 4.80% senior notes due 2020, which we refer to in this
prospectus supplement as our "2020 senior notes," and $500,000,000 aggregate principal amount of 6.25% senior notes due
2040, which we refer to in this prospectus supplement as our "2040 senior notes." We collectively refer to both series of
notes offered hereby as our "notes."
We will pay interest on the notes on April 1 and October 1 of each year, beginning on April 1, 2011. The 2020 senior
notes will mature on October 1, 2020, 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 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.
See "Risk Factors" beginning on page S-9 of this prospectus supplement and the risk factors
contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and
our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010 and June 30, 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 2020
Per 2040

Senior Note
Total

Senior Note

Total
Public Offering Price(1)

99.793%
$498,965,000
98.255%
$491,275,000
Underwriting Discount

0.650%
$ 3,250,000
0.875%
$ 4,375,000
Proceeds to us (before expenses)(1)

99.143%
$495,715,000
97.380%
$486,900,000
(1) Plus accrued interest, if any, from September 20, 2010.
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
http://www.sec.gov/Archives/edgar/data/764065/000119312510211154/d424b5.htm
9/16/2010

Final Prospectus Supplement
Page 3 of 57
Trust Company for the benefit of its participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société
anonyme, on or about September 20, 2010.

Joint Book-Running Managers

BofA Merrill Lynch

J.P. Morgan
Co-Managers

RBS
Fifth Third Securities, Inc.

KeyBanc Capital Markets
PNC Capital Markets LLC

US Bancorp

September 15, 2010
http://www.sec.gov/Archives/edgar/data/764065/000119312510211154/d424b5.htm
9/16/2010

Final Prospectus Supplement
Page 4 of 57
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-9
Use of Proceeds
S-11
Capitalization
S-12
Description of the Notes
S-13
Material U.S. Federal Tax Considerations
S-21
Certain ERISA Considerations
S-25
Underwriting (Conflicts of Interest)
S-27
Legal Matters
S-30
Experts
S-30
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
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
http://www.sec.gov/Archives/edgar/data/764065/000119312510211154/d424b5.htm
9/16/2010

Final Prospectus Supplement
Page 5 of 57
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 "tonne" 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.

ii
http://www.sec.gov/Archives/edgar/data/764065/000119312510211154/d424b5.htm
9/16/2010

Final Prospectus Supplement
Page 6 of 57
Table of Contents
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, 2009;

· our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010; and

· our Current Reports on Form 8-K, as filed with the SEC on January 13, 2010, January 25, 2010, February 3, 2010,
March 10, 2010, March 12, 2010, March 16, 2010, May 12, 2010, May 14, 2010, May 25, 2010, June 2, 2010, June

7, 2010, June 16, 2010, June 28, 2010, July 6, 2010, July 7, 2010, July 15, 2010, July 20, 2010, July 27, 2010,
August 2, 2010, August 6, 2010, September 14, 2010 and September 15, 2010.
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 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 impact of the current global economic crisis, 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 the migration from annual international benchmark prices to a quarterly or spot-
based pricing mechanism;

· the outcome of any contractual disputes with our customers;

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

iii
http://www.sec.gov/Archives/edgar/data/764065/000119312510211154/d424b5.htm
9/16/2010

Final Prospectus Supplement
Page 7 of 57
Table of Contents

· our actual economic iron ore and coal reserves;

· the success of our business and growth strategies;

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

· adverse changes in currency values;

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

· 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 related to underground mining;

· the potential existence of significant deficiencies or material weaknesses in our internal control over financial

reporting;

· our ability to successfully integrate the coal operations of INR Energy, LLC into our operations;

· our ability to successfully broaden our mineral diversification, including our ability to successfully develop our

recently acquired chromite deposits; and

· the risk factors referred to in the "Risk Factors" section of this prospectus supplement.
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
http://www.sec.gov/Archives/edgar/data/764065/000119312510211154/d424b5.htm
9/16/2010

Final Prospectus Supplement
Page 8 of 57
Table of Contents
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. 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 operations are 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; Ferroalloys; and our Global Exploration Group.
The North American business units are comprised of six iron ore mines owned or managed in Michigan, Minnesota
and Canada, five metallurgical coal mines located in West Virginia and Alabama and one thermal coal mine located in
West Virginia. The Asia Pacific business units 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. The Latin American business unit
includes a 30% interest in the Amapá Project, an iron ore project in the state of Amapá in Brazil. The Ferroalloys
operating segment is comprised of our recently acquired chromite deposits in Northern Ontario, Canada. Our Global
Exploration Group was established in 2009 and is focused on early involvement in exploration and development
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:

S-1
http://www.sec.gov/Archives/edgar/data/764065/000119312510211154/d424b5.htm
9/16/2010

Final Prospectus Supplement
Page 9 of 57
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 in the United States and Canada. 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 38.1 million tons of iron ore
pellet production, representing 45.1% of total North American pellet production capacity.1 Based on our equity
ownership in the North American iron ore mines we currently operate, which includes our purchase of the remaining
equity shares in Wabush Mines that we did not already own from U.S. Steel Canada and ArcelorMittal Dofasco in
February 2010, our share of the annual rated pellet production capacity is currently 29.5 million tons, representing 35.0%
of total North American annual pellet capacity.
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. Each agreement has 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.
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 is connected to the Great Lakes. The majority of our iron ore pellets are transported via
railroads to loading ports for shipment via vessel to steelmakers in the United States or Canada.
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.
At the end of 2009, our North American Iron Ore mines had proven and probable mineral reserves totaling
approximately 932 million tons.
We expect to maintain our leadership position in North American iron ore through continued capital investments
and by increasing the productivity and efficiency of our operations. 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 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.
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 June 30, 2010, we owned and operated two
North American coking coal mining complexes located in West Virginia and Alabama that have a rated capacity of
5.5 million short tons of production annually. Each mine produces high-quality, low-volatility metallurgical coal, which
is used to make coke, a key component in the steelmaking process. Metallurgical coal generally sells at a premium over
the more prevalent and mined, thermal coal, which is generally used to
1 North American pellet capacity as reported here includes plants in the United States and Canada but excludes Mexico.

S-2
http://www.sec.gov/Archives/edgar/data/764065/000119312510211154/d424b5.htm
9/16/2010

Final Prospectus Supplement
Page 10 of 57
Table of Contents
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 2009, Cliffs had approximately 222.5 million tons of
high-quality, low-volatility in-place proven and probable reserves. For the year ended December 31, 2009, we sold a
total of 1.9 million tons, compared with 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. Exports and domestic sales represented 65% and 35%, respectively, of our North
American Coal sales in 2009.
On July 30, 2010, we closed the acquisition of all of the coal operations of INR Energy, LLC, a producer of high-
volatile metallurgical and thermal coal located in southern West Virginia. The former INR operations have been renamed
Cliffs Logan County Coal. Cliffs Logan County Coal's operations include two underground continuous mining method
metallurgical coal mines and one open surface mine. The acquisition has allowed us to add complementary high-quality
coal products to our existing operations and has provided certain advantages, including, among other things, long-life
mine assets, operational flexibility and new equipment.
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 2009 was 8.3 million tonnes, compared with 7.7 million tonnes in 2008.
At the end of 2009, Cliffs had approximately 87.5 million tonnes 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 tonnes of iron ore.
We have five-year term supply agreements with steel producers in China and Japan that account for approximately
85% and 15% respectively, of sales. Sales volume under the agreements is partially dependent on customer
requirements. Through 2009, each agreement was priced based on annual benchmark pricing established for Australian
producers. During 2009, 2008 and 2007, we sold 8.5 million, 7.8 million and 8.1 million tonnes of iron ore, respectively,
from our Western Australia mines. As a result of a recent shift in the industry toward shorter-term pricing arrangements
that are linked to the spot market and elimination of the annual benchmark system, we have renegotiated the terms of our
Asia Pacific Iron Ore customer supply agreements through the second quarter of 2010 to reflect prices based on a
quarterly pricing mechanism.
Other Recent Developments
In 2010, we have increased 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. Our growth in North
America, including the recent acquisitions of Wabush and Cliffs Logan County Coal discussed above, as well as
acquisitions in minerals outside of iron ore and coal, illustrates the execution of this strategy. These acquisitions have
allowed us to increase production capacity and add additional reserves at our North American businesses, gain additional
access to the seaborne iron ore markets serving steelmakers in Europe and Asia, and further broaden our mineral
diversification. The following provides additional information on certain other recent developments and strategic
transactions.

S-3
http://www.sec.gov/Archives/edgar/data/764065/000119312510211154/d424b5.htm
9/16/2010