Obligation Cliffside Cliffs 3.95% ( US18683KAF84 ) en USD

Cliffside Cliffs

100 % ⇌

Etas-Unis

US18683KAF84 ( en USD )

3.95% par an ( paiement semestriel )

15/01/2018 - Obligation échue

Prospectus brochure de l'obligation Cleveland-Cliffs US18683KAF84 en USD 3.95%, échue

2 000 USD

500 000 000 USD

18683KAF8

CCC- ( Défaut imminent, avec quelques espoirs de recouvrement )

Caa2 ( Ultra spéculatif )

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 US18683KAF84, paye un coupon de 3.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2018

L'Obligation émise par Cliffside Cliffs ( Etas-Unis ) , en USD, avec le code ISIN US18683KAF84, a été notée Caa2 ( Ultra spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Cliffside Cliffs ( Etas-Unis ) , en USD, avec le code ISIN US18683KAF84, a été notée CCC- ( Défaut imminent, avec quelques espoirs de recouvrement ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/764065/000114420412066996/...
424B5 1 v329888_424b5.htm 424B5
CA

LCULATION O
F REGISTRAT
ION FEE

Title of each class of

Amount to be

Proposed
Proposed maximum
Amount of
securities to be registered
registered
maximum
aggregate
registration
offering price
offering price
fee(1)
per unit
3.95% Senior Notes due 2018
$500,000,000
99.132% $495,660,000 $67,608.03
(1) The total filing fee of $67,608.03 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

1 of 63
12/10/2012 8:33 AM

http://www.sec.gov/Archives/edgar/data/764065/000114420412066996/...

TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-165376
Prospectus Supplement
To Prospectus dated March 10, 2010
$500,000,000
3.95% Senior Notes due 2018

We are offering $500,000,000 aggregate principal amount of 3.95% senior notes due 2018, which we refer to in this prospectus
supplement as our "notes."
We will pay interest on the notes on January 15 and July 15 of each year, beginning on July 15, 2013. The notes will mature on
January 15, 2018. The notes will be issued only in denominations of $2,000 and integral multiples of $1,000 above that amount.
The interest rate payable on the notes will be subject to adjustment from time to time if the rating assigned to the notes is
downgraded (or subsequently upgraded) under the circumstances described under the heading "Description of the Notes -- Interest
Rate Adjustment Based on Rating Events."
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-10 of this prospectus supplement and the risk factors contained in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2011 and our Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2012, June 30, 2012 and September 30, 2012, 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 Note
Total
Public Offering Price(1)
99.132% $495,660,000
Underwriting Discount
0.600% $ 3,000,000
Proceeds to us (before expenses)(1)
98.532% $492,660,000
(1) Plus accrued interest, if any, from December 13, 2012.
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 December 13, 2012.
2 of 63
12/10/2012 8:33 AM

http://www.sec.gov/Archives/edgar/data/764065/000114420412066996/...

Joint Book-Running Managers
Joint Lead Ma
nagers
Mizuho Securities

RBS
Fifth Third Securities, Inc.

Mitsubishi UFJ Securities
Co-Manag
ers
CIBC

Scotiabank
US Bancorp

Wells Fargo Securities
December 6, 2012

3 of 63
12/10/2012 8:33 AM

http://www.sec.gov/Archives/edgar/data/764065/000114420412066996/...

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

iv
Summary
S-1
Risk Factors
S-10
Ratio of Earnings to Fixed Charges
S-13
Use of Proceeds
S-14
Capitalization
S-15
Description of the Notes
S-16
Material U.S. Federal Tax Considerations
S-25
Certain ERISA Considerations
S-29
Underwriting
S-31
Legal Matters
S-35
Experts
S-35
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

4
Ratio of Earnings to Fixed Charges

5
Description of Debt Securities

6
Plan of Distribution

14
Legal Matters

15
Experts

15
i

4 of 63
12/10/2012 8:33 AM

http://www.sec.gov/Archives/edgar/data/764065/000114420412066996/...

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, and the underwriters 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 and the underwriters 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 U.S. 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) when referring to our Eastern Canadian Iron Ore business
segment.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational reporting requirements of the Securities Exchange Act of 1934, as amended, which we refer to
as the Exchange Act. 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 or the accompanying prospectus,
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

5 of 63
12/10/2012 8:33 AM

http://www.sec.gov/Archives/edgar/data/764065/000114420412066996/...

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, 2011;
·
our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012 and September 30, 2012; and
·
our Current Reports on Form 8-K, as filed with the SEC on February 9, 2012, February 17, 2012, March 14, 2012, March 19,
2012, April 19, 2012, May 14, 2012, May 18, 2012, August 17, 2012, September 7, 2012, September 14, 2012, October 19,
2012, November 15, 2012 and December 3, 2012.
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 www.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
iii

6 of 63
12/10/2012 8:33 AM

http://www.sec.gov/Archives/edgar/data/764065/000114420412066996/...

TABLE OF CONTENTS
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:
·
uncertainty or weaknesses in global economic and/or market conditions, including downward pressure on prices and reduced
market demand;
·
trends affecting our financial condition, results of operations or future prospects, particularly any slowing of the economic
growth rate of China for an extended period;
·
our ability to successfully integrate acquired companies into our operations and achieve post-acquisition synergies, including
without limitation, Cliffs Quebec Iron Mining Limited (formerly Consolidated Thompson Iron Mining Limited, or
Consolidated Thompson);
·
our ability to successfully complete planned divestitures;
·
our 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, joint venture partners or significant energy, material or service
providers or any other litigation or arbitration;
·
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 iron ore and coal reserves or reductions in current resource estimates;
·
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;
·
the results of pre-feasibility and feasibility studies in relation to projects;
·
impacts of increasing governmental regulation and related costs, including failure to receive or maintain required
environmental permits, approvals, modifications or other authorization of, or from, any governmental or regulatory entity and
costs related to implementing improvements to ensure compliance with regulatory changes;
·
our ability to achieve planned production rates or levels;
·
uncertainties associated with unanticipated geological conditions, natural disasters, weather conditions, supply or price of
energy, equipment failures and other unexpected events;
·
adverse changes in currency values, currency exchange rates, interest rates and tax laws;
·
our ability to maintain adequate liquidity and successfully implement our financing plans;
iv
7 of 63
12/10/2012 8:33 AM

http://www.sec.gov/Archives/edgar/data/764065/000114420412066996/...

8 of 63
12/10/2012 8:33 AM

http://www.sec.gov/Archives/edgar/data/764065/000114420412066996/...

TABLE OF CONTENTS
·
our ability to maintain appropriate relations with unions and employees and renew expiring collective bargaining agreements
on satisfactory terms;
·
availability of capital equipment and component parts;
·
the amount, and timing of, any insurance recovery proceeds with respect to our Oak Grove Mine;
·
risks related to international operations;
·
the potential existence of significant deficiencies or material weakness in our internal control over financial reporting;
·
problems or uncertainties with productivity, tons mined, transportation, mine-closure obligations, environmental liabilities,
employee-benefit costs and other risks of the mining industry; and
·
other risks described in our reports filed with the SEC.
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.
v

9 of 63
12/10/2012 8:33 AM

http://www.sec.gov/Archives/edgar/data/764065/000114420412066996/...

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 prospectus supplement, including the information incorporated by
reference in this prospectus supplement and the other documents to which we have referred.
Our Company
Cliffs Natural Resources Inc. traces its corporate history back to 1847. Today, we are an international mining and natural
resources company. A member of the S&P 500 Index, we are a major global iron ore producer and a significant producer of high- and
low-volatile metallurgical coal. Our strategy is to continually achieve greater scale and diversification in the mining industry through
a focus on serving the world's largest and fastest-growing steel markets. Driven by the core values of safety, social, environmental
and capital stewardship, our Company's associates across the globe endeavor to provide all stakeholders operating and financial
transparency.
We have been a leader in iron ore mining technology for more than 160 years. We operated some of the first mines on Michigan's
Marquette Iron Range and 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 computers 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.
We are expanding our leadership position in the industry by focusing on high product quality, technical excellence, superior
relationships with our customers and partners and improved operational efficiency through cost-saving initiatives. We operate a fully-
equipped research and development facility in Ishpeming, Michigan, which supports each of our global operations. Our research and
development group is staffed with experienced engineers and scientists and is organized to support the geological interpretation,
process mineralogy, mine engineering, mineral processing, pyrometallurgy, advanced process control and analytical service
disciplines. Our research and development group also is utilized by iron ore pellet customers for laboratory testing and simulation of
blast furnace conditions.
Today, we are organized through a global commercial group responsible for sales and delivery of our products and a global
operations group responsible for the production of the minerals we market. Our Company's operations are organized according to
product category and geographic location: U.S. Iron Ore, Eastern Canadian Iron Ore, North American Coal, Asia Pacific Iron Ore,
Latin American Iron Ore, Ferroalloys, and our Global Exploration Group. In the United States, we operate five iron ore mines in
Michigan and Minnesota, five metallurgical coal mines located in West Virginia and Alabama and one thermal coal mine located in
West Virginia. We also operate two iron ore mines in Eastern Canada and an iron ore mining complex in Western Australia. In Latin
America, we have a 30 percent interest in Amapá, a Brazilian iron ore operation. We also have a large-scale chromite project in the
feasibility stage of development in Ontario, Canada. In addition, our Global Exploration Group 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.
S-1

10 of 63
12/10/2012 8:33 AM