Ohio
|
1000
|
34-1464672
|
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer
Identification Number)
|
Michael J. Solecki
Jones Day North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Tel: (216) 586-3939 Fax: (216) 579-0212 |
|
|
Richard D. Truesdell
Shane Tintle
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10012
Tel: (212) 450-4000
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
(Do not check if a smaller reporting company)
|
|
Title of Each Class of
Securities to be Registered |
Proposed Maximum Aggregate Offering Price
(1)(2)
|
Amount of Registration Fee
(3)
|
||||
Common shares, par value $0.125
per share
|
$
|
345,000,000
|
|
$
|
34,741.50
|
|
(1)
|
Includes shares that the underwriters have an option to purchase.
|
(2)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
|
(3)
|
Calculated pursuant to Rule 457(o) under the Securities Act of 1933 based on an estimate of the maximum aggregate offering price. The registrant previously paid $30,210.00 in connection with its initial filing of this Registration Statement on June 16, 2016.
|
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
|
|
Per Share
|
|
Total
|
Public offering price
|
$
|
|
$
|
Underwriting discount
|
$
|
|
$
|
Proceeds, before expenses, to us
|
$
|
|
$
|
|
|
|
BofA Merrill Lynch
|
Credit Suisse
|
Goldman, Sachs & Co.
|
|
|
|
|
Deutsche Bank Securities
|
|
|
|
|
|
Page
|
Cautionary Statement Concerning Forward-Looking Statements
|
|
Where You Can Find Additional Information
|
|
Information We Incorporate by Reference
|
|
Prospectus Summary
|
|
Risk Factors
|
|
Use of Proceeds
|
|
Price Range of Common Stock
|
|
Capitalization
|
|
Dividend Policy
|
|
Description of Capital Stock
|
|
Material U.S. Federal Income Tax Consequences To Non-U.S. Holders
|
|
Underwriting
|
|
Legal Matters
|
|
Experts
|
•
|
trends affecting our financial condition, results of operations or future prospects, particularly the continued volatility of iron ore prices;
|
•
|
availability of capital and our ability to maintain adequate liquidity, in particular considering borrowing base reductions from the sale of non-core assets;
|
•
|
our level of indebtedness could limit cash flow available to fund working capital, capital expenditures, acquisitions and other general corporate purposes or ongoing needs of our business, which could prevent us from fulfilling our debt obligations;
|
•
|
continued weaknesses in global economic conditions, including downward pressure on prices caused by oversupply or imported products, including the impact of any reduced barriers to trade, recently filed and forthcoming trade cases, reduced market demand and any change to the economic growth rate in China;
|
•
|
our ability to reach agreement with our iron ore customers regarding any modifications to sales contract provisions, renewals or new arrangements;
|
•
|
uncertainty relating to restructurings in the steel industry and/or affecting the steel industry;
|
•
|
our ability to maintain appropriate relations with unions and employees and enter into or renew collective bargaining agreements on satisfactory terms;
|
•
|
the impact of our customers reducing their steel production or using other methods to produce steel;
|
•
|
our ability to successfully execute an exit option for (i) Bloom Lake General Partner Limited and certain of its affiliates, or the Bloom Lake Group, (ii) Wabush Iron Co. Limited and Wabush Resources Inc., and certain of their affiliates, or the Wabush Group, and (iii) certain of our other wholly-owned subsidiaries, which we refer to collectively with the Bloom Lake Group and the Wabush Group as the Canadian Entities, that minimizes the cash outflows and associated liabilities of such entities, including the Companies’ Creditors Arrangement Act (Canada), or CCAA, process;
|
•
|
our ability to successfully identify and consummate any strategic investments and complete planned divestitures;
|
•
|
our ability to successfully diversify our product mix and add new customers beyond our traditional blast furnace clientele;
|
•
|
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;
|
•
|
the ability of our customers and joint venture partners to meet their obligations to us on a timely basis or at all;
|
•
|
the impact of price-adjustment factors on our sales contracts;
|
•
|
changes in sales volume or mix;
|
•
|
our actual levels of capital spending;
|
•
|
our actual economic iron ore reserves or reductions in current mineral estimates, including whether any mineralized material qualifies as a reserve;
|
•
|
events or circumstances that could impair or adversely impact the viability of a mine and the carrying value of associated assets, as well as any resulting impairment charges;
|
•
|
the results of prefeasibility and feasibility studies in relation to projects;
|
•
|
impacts of existing and increasing governmental regulation and related costs and liabilities, including failure to receive or maintain required operating and 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 cost-effectively achieve planned production rates or levels;
|
•
|
uncertainties associated with natural disasters, weather conditions, unanticipated geological 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;
|
•
|
risks related to international operations;
|
•
|
availability of capital equipment and component parts;
|
•
|
the potential existence of significant deficiencies or material weakness in our internal control over financial reporting; and
|
•
|
problems or uncertainties with productivity, tons mined, transportation, mine-closure obligations, environmental liabilities, employee-benefit costs and other risks of the mining industry.
|
•
|
our Annual Report on Form 10-K for the year ended December 31, 2015;
|
•
|
our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2016 and June 30, 2016;
|
•
|
our Current Reports on Form 8-K filed with the SEC on January 22, 2016, February 8, 2016, March 2, 2016, April 29, 2016, May 2, 2016, June 3, 2016 and June 9, 2016;
|
•
|
our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 11, 2016; and
|
•
|
the description of our common shares contained in the Current Report on Form 8-K/A filed on May 21, 2008, including any subsequently filed amendments and reports updating such description.
|
Issuer
|
Cliffs Natural Resources Inc.
|
Common shares offered by us
|
(or shares if the underwriters exercise their option to purchase additional shares in full)
|
Common shares outstanding immediately after this offering
|
(or shares if the underwriters exercise their option to purchase additional shares in full)
|
Use of proceeds
|
We estimate that the net proceeds to us from this offering, after deducting estimated underwriting discounts and estimated offering expenses that we must pay, will be approximately $ million. If the underwriters exercise their option to purchase additional shares in full, we estimate that our net proceeds will be approximately $ million.
We intend to use the net proceeds for general corporate purposes, including to repay debt, in particular our senior notes due January 2018, or 2018 Senior Notes. See “Use of Proceeds.”
|
Risk factors
|
Investing in our common shares involves substantial risk. For a discussion of risks relating to us, our business and an investment in our common shares, see the section titled “Risk Factors” on page 13 of this prospectus and all other information set forth and incorporated by reference in this prospectus before investing in our common shares.
|
Exchange listing
|
Our common shares are traded on the New York Stock Exchange, or NYSE, under the symbol “CLF.”
|
|
Year ended
December 31, |
Six months ended
June 30, |
|||||||||||||
|
2015
(2)
|
2014
(3)
|
2013
(4)
|
2016
|
2015
|
||||||||||
Financial data (in millions, except per share and per ton amounts)
(1)
|
|
|
|
|
|
||||||||||
Revenue from product sales and services
|
$
|
2,013.3
|
|
$
|
3,373.2
|
|
$
|
3,890.8
|
|
$
|
801.7
|
|
$
|
944.1
|
|
Cost of goods sold and operating expenses
|
(1,776.8
|
)
|
(2,487.5
|
)
|
(2,406.4
|
)
|
(679.3
|
)
|
(806.0
|
)
|
|||||
Other operating expense
|
(85.2
|
)
|
(755.6
|
)
|
(104.1
|
)
|
(48.0
|
)
|
(40.5
|
)
|
|||||
Operating income (expense)
|
151.3
|
|
130.1
|
|
1,380.3
|
|
74.4
|
|
97.6
|
|
|||||
Income from continuing operations
|
143.7
|
|
56.4
|
|
878.9
|
|
144.2
|
|
128.6
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
(892.1
|
)
|
(8,368.0
|
)
|
(517.1
|
)
|
2.1
|
|
(825.1
|
)
|
|||||
Net income (loss)
|
(748.4
|
)
|
(8,311.6
|
)
|
361.8
|
|
146.3
|
|
(696.5
|
)
|
|||||
Loss (income) attributable to noncontrolling interest
|
(0.9
|
)
|
1,087.4
|
|
51.7
|
|
(25.5
|
)
|
(3.1
|
)
|
|||||
Net income (loss) attributable to Cliffs shareholders
|
(749.3
|
)
|
(7,224.2
|
)
|
413.5
|
|
120.8
|
|
(699.6
|
)
|
|||||
Preferred stock dividends
|
(38.4
|
)
|
(51.2
|
)
|
(48.7
|
)
|
—
|
|
(12.8
|
)
|
|||||
Income (loss) attributable to Cliffs common shareholders
|
$
|
(787.7
|
)
|
$
|
(7,275.4
|
)
|
$
|
364.8
|
|
$
|
120.8
|
|
$
|
(712.4
|
)
|
Earnings (loss) per common share attributable to
Cliffs common shareholders – basic
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.63
|
|
$
|
(0.14
|
)
|
$
|
5.37
|
|
$
|
0.67
|
|
$
|
0.74
|
|
Discontinued operations
|
(5.77
|
)
|
(47.38
|
)
|
(2.97
|
)
|
0.01
|
|
(5.39
|
)
|
|||||
Earnings (loss) per common share attributable to
Cliffs common shareholders – basic
|
$
|
(5.14
|
)
|
$
|
(47.52
|
)
|
$
|
2.40
|
|
$
|
0.68
|
|
$
|
(4.65
|
)
|
Earnings (loss) per common share attributable to
Cliffs common shareholders – diluted
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.63
|
|
$
|
(0.14
|
)
|
$
|
4.95
|
|
$
|
0.67
|
|
$
|
0.70
|
|
Discontinued operations
|
(5.76
|
)
|
(47.38
|
)
|
(2.58
|
)
|
0.01
|
|
(4.62
|
)
|
|||||
Earnings (loss) per common share attributable to
Cliffs common shareholders – diluted
|
$
|
(5.13
|
)
|
$
|
(47.52
|
)
|
$
|
2.37
|
|
$
|
0.68
|
|
$
|
(3.92
|
)
|
Total assets
|
$
|
2,135.5
|
|
$
|
3,147.2
|
|
$
|
13,102.9
|
|
$
|
1,851.0
|
|
$
|
2,609.4
|
|
Long-term debt obligations (including capital leases)
|
$
|
2,755.6
|
|
$
|
2,911.5
|
|
$
|
2,968.4
|
|
$
|
2,538.4
|
|
$
|
2,955.0
|
|
Net cash from operating activities
|
$
|
37.9
|
|
$
|
358.9
|
|
$
|
1,145.9
|
|
$
|
(19.3
|
)
|
$
|
(248.2
|
)
|
|
Year ended
December 31, |
Six months ended
June 30, |
|||||||||||||
|
2015
(2)
|
2014
(3)
|
2013
(4)
|
2016
|
2015
|
||||||||||
Distributions to preferred shareholders cash dividends
(5)
|
|
|
|
|
|
||||||||||
- Per depositary share
|
$
|
1.32
|
|
$
|
1.76
|
|
$
|
1.66
|
|
$
|
—
|
|
$
|
0.44
|
|
- Total
|
$
|
38.40
|
|
$
|
51.20
|
|
$
|
48.70
|
|
$
|
—
|
|
$
|
(12.80
|
)
|
Distributions to common shareholders cash dividends
(6)
|
|
|
|
|
|
||||||||||
- Per share
|
$
|
—
|
|
$
|
0.60
|
|
$
|
0.60
|
|
$
|
—
|
|
$
|
—
|
|
- Total
|
$
|
—
|
|
$
|
92.5
|
|
$
|
91.9
|
|
$
|
—
|
|
$
|
—
|
|
Repurchases of common shares
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Common shares outstanding - basic (millions)
|
|
|
|
|
|
||||||||||
- Average for year/period
|
153.2
|
|
153.1
|
|
151.7
|
|
177.0
|
|
153.2
|
|
|||||
- At year-end/period-end
|
153.6
|
|
153.2
|
|
153.1
|
|
183.9
|
|
153.4
|
|
|||||
|
|
|
|
|
|
||||||||||
Iron ore and coal production and sales statistics
(long tons – U.S. Iron Ore; metric tons – Asia Pacific Iron Ore)
|
|
|
|
|
|
||||||||||
Production tonnage
|
|
|
|
|
|
||||||||||
- U.S. Iron Ore
|
26.1
|
|
29.7
|
|
27.2
|
|
10.9
|
|
14.3
|
|
|||||
- Asia Pacific Iron Ore
|
11.7
|
|
11.4
|
|
11.1
|
|
5.6
|
|
5.7
|
|
|||||
Production tonnage – (Cliffs’ share)
|
|
|
|
|
|
||||||||||
- U.S. Iron Ore
|
19.3
|
|
22.4
|
|
20.3
|
|
7.2
|
|
10.9
|
|
|||||
Sales tonnage
|
|
|
|
|
|
||||||||||
- U.S. Iron Ore
|
17.3
|
|
21.8
|
|
21.3
|
|
6.1
|
|
7.2
|
|
|||||
- Asia Pacific Iron Ore
|
11.6
|
|
11.5
|
|
11.0
|
|
5.9
|
|
5.8
|
|
|||||
|
|
|
|
|
|
||||||||||
Reconciliation of Net Income to EBITDA to
Total Adjusted EBITDA |
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(748.4
|
)
|
$
|
(8,311.6
|
)
|
$
|
361.8
|
|
$
|
146.3
|
|
$
|
(696.5
|
)
|
Less:
|
|
|
|
|
|
||||||||||
Interest expense, net
|
(231.4
|
)
|
(185.2
|
)
|
(179.1
|
)
|
(107.5
|
)
|
(108.5
|
)
|
|||||
Income tax benefit (expense)
|
(163.3
|
)
|
1,302.0
|
|
(55.1
|
)
|
(5.4
|
)
|
(172.1
|
)
|
|||||
Depreciation, depletion and amortization
|
(134.0
|
)
|
(504.0
|
)
|
(593.3
|
)
|
(62.1
|
)
|
(63.5
|
)
|
|||||
EBITDA
|
$
|
(219.7
|
)
|
$
|
(8,924.4
|
)
|
$
|
1,189.3
|
|
$
|
321.3
|
|
$
|
(352.4
|
)
|
Less:
|
|
|
|
|
|
||||||||||
Impairment of goodwill and other long-lived assets
|
$
|
(3.3
|
)
|
$
|
(635.5
|
)
|
$
|
(14.3
|
)
|
$
|
—
|
|
$
|
—
|
|
Impact of discontinued operations
|
(892.0
|
)
|
(9,332.5
|
)
|
(398.4
|
)
|
2.1
|
|
(821.1
|
)
|
|||||
Gain on extinguishment/restructuring of debt
|
392.9
|
|
16.2
|
|
—
|
|
182.4
|
|
313.7
|
|
|||||
Severance and contractor termination costs
|
(10.2
|
)
|
(23.3
|
)
|
(16.6
|
)
|
(0.1
|
)
|
(11.6
|
)
|
|||||
Foreign exchange remeasurement
|
16.3
|
|
29.0
|
|
53.2
|
|
(0.9
|
)
|
12.7
|
|
|||||
Proxy contest and change in control costs in selling, general and administrative
|
—
|
|
(26.6
|
)
|
—
|
|
—
|
|
—
|
|
|||||
Supply inventory write-off
|
(16.3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total Adjusted EBITDA
|
$
|
292.9
|
|
$
|
1,048.3
|
|
$
|
1,565.4
|
|
$
|
137.8
|
|
$
|
153.9
|
|
EBITDA:
|
|
|
|
|
|
||||||||||
U.S. Iron Ore
|
$
|
317.6
|
|
$
|
805.6
|
|
$
|
1,000.1
|
|
$
|
135.5
|
|
$
|
170.4
|
|
Asia Pacific Iron Ore
|
35.3
|
|
(352.9
|
)
|
543.0
|
|
48.4
|
|
27.6
|
|
|||||
Other
(7)
|
(572.6
|
)
|
(9,377.1
|
)
|
(353.8
|
)
|
137.4
|
|
(550.4
|
)
|
|||||
Total EBITDA
|
$
|
(219.7
|
)
|
$
|
(8,924.4
|
)
|
$
|
1,189.3
|
|
$
|
321.3
|
|
$
|
(352.4
|
)
|
|
|
|
|
|
|
|
Year ended
December 31, |
Six months ended
June 30, |
|||||||||||||
|
2015
(2)
|
2014
(3)
|
2013
(4)
|
2016
|
2015
|
||||||||||
Adjusted EBITDA:
|
|
|
|
|
|
||||||||||
U.S. Iron Ore
|
$
|
352.1
|
|
$
|
833.5
|
|
$
|
1,031.8
|
|
$
|
143.3
|
|
$
|
182.3
|
|
Asia Pacific Iron Ore
|
32.7
|
|
252.9
|
|
513.1
|
|
49.5
|
|
23.1
|
|
|||||
Other
|
(91.9
|
)
|
(38.1
|
)
|
20.5
|
|
(55.0
|
)
|
(51.5
|
)
|
|||||
Total Adjusted EBITDA
|
$
|
292.9
|
|
$
|
1,048.3
|
|
$
|
1,565.4
|
|
$
|
137.8
|
|
$
|
153.9
|
|
|
|
|
|
|
|
||||||||||
Business Segment per Ton Information
|
|
|
|
|
|
||||||||||
U.S. Iron Ore
(Per long ton)
|
|
|
|
|
|
||||||||||
Revenues from product sales and services
(8)
|
$
|
79.12
|
|
$
|
102.36
|
|
$
|
113.08
|
|
$
|
79.72
|
|
$
|
84.23
|
|
Cash production cost
(9)
|
54.35
|
|
63.83
|
|
61.95
|
|
46.97
|
|
60.36
|
|
|||||
Non-production cash cost
(9)
|
5.92
|
|
1.08
|
|
3.13
|
|
11.37
|
|
(0.15
|
)
|
|||||
Cash cost
(9)
|
60.27
|
|
64.91
|
|
65.08
|
|
58.34
|
|
60.21
|
|
|||||
Depreciation, depletion and amortization
|
5.72
|
|
4.92
|
|
5.65
|
|
7.65
|
|
6.08
|
|
|||||
Cost of good sold and operating expenses
(8)
|
65.99
|
|
69.83
|
|
70.73
|
|
65.99
|
|
66.29
|
|
|||||
Sales margin
|
$
|
13.13
|
|
$
|
32.53
|
|
$
|
42.35
|
|
$
|
13.73
|
|
$
|
17.94
|
|
|
|
|
|
|
|
||||||||||
Asia Pacific Iron Ore
(Per metric ton)
|
|
|
|
|
|
||||||||||
Revenues from product sales and services
(10)
|
$
|
39.93
|
|
$
|
74.56
|
|
$
|
110.87
|
|
$
|
41.58
|
|
$
|
43.53
|
|
Cash production cost
(9)
|
30.82
|
|
49.29
|
|
56.77
|
|
27.70
|
|
35.56
|
|
|||||
Non-production cash cost
(9)
|
6.13
|
|
2.07
|
|
6.94
|
|
5.06
|
|
4.15
|
|
|||||
Cash cost
(9)
|
36.95
|
|
51.36
|
|
63.71
|
|
32.76
|
|
39.71
|
|
|||||
Depreciation, depletion and amortization
|
2.18
|
|
12.65
|
|
13.92
|
|
2.18
|
|
2.25
|
|
|||||
Cost of good sold and operating expenses
(10)
|
39.13
|
|
64.01
|
|
77.63
|
|
34.94
|
|
41.96
|
|
|||||
Sales margin
|
$
|
0.80
|
|
$
|
10.55
|
|
$
|
33.24
|
|
$
|
6.64
|
|
$
|
1.57
|
|
(1)
|
Management determined as of March 31, 2015, that our North American Coal operating segment met the criteria to be classified as held for sale under
ASC 205, Presentation of Financial Statements
. The North American Coal segment continued to meet the criteria throughout 2015 until we sold our North American Coal operations during the fourth quarter of 2015. As such, all current and historical North American Coal operating segment results are included in our financial statements and classified within discontinued operations.
|
(2)
|
On January 27, 2015, we announced the Bloom Filing, under the CCAA with the Québec Court. Additionally, on May 20, 2015, we announced the Wabush Filing, in the
Québec
Court under the CCAA. As a result of this action, the CCAA protections granted to the Bloom Lake Group were extended to include the Wabush Group to facilitate the reorganization of each of their
|
(3)
|
During 2014, we recorded an impairment of goodwill and other long-lived assets of $73.5 million. The goodwill impairment charge of $73.5 million related to our Asia Pacific Iron Ore reporting unit. There were also other long-lived asset impairment charges of $562.0 million related to our continuing operations including the Asia Pacific Iron Ore operating segment and our Other reportable segments. The other long-lived asset impairment charges which related to our discontinued operations were $8,394.4 million related to our Wabush operation and Bloom Lake operation within our Eastern Canadian Iron Ore operating segment, and our Cliffs Logan County Coal LLC, or CLCC, thermal operation, Oak Grove Resources, LLC, or Oak Grove, operation and Pinnacle Mining Company, LLC, or Pinnacle, operation within our North American Coal operating segment, along with impairments charged to reporting units within our Other reportable segments. The impairment charges were primarily a result of changes in life-of-mine cash flows due to declining pricing for both global iron ore and low-volatile metallurgical coal, which impacts our estimate of long-term pricing, along with changes in strategic focus including exploratory phases of possible divestiture of the operations as the new Chief Operating Decision Maker views Eastern Canadian Iron Ore, Asia Pacific Iron Ore, North American Coal and Ferroalloys as non-core assets. The CLCC assets were sold in the fourth quarter of 2014 on December 31, 2014, resulting in a loss on sale of $419.6 million. As noted above, all current and historical North American Coal operating segment results are included in our financial statements incorporated by reference in this prospectus and classified within discontinued operations.
|
(4)
|
Upon performing our annual goodwill impairment test in the fourth quarter of 2013, a goodwill impairment charge of $80.9 million was recorded for our Cliffs Chromite Ontario and Cliffs Chromite Far North reporting units within our Ferroalloys operating segment. We also recorded other long-lived asset impairment charges of $169.9 million, of which $154.6 million relates to our Wabush reporting unit within our Eastern Canadian Iron Ore operating segment to reduce those assets to their estimated fair value as of December 31, 2013. These reporting units were included within the entities under the CCAA filing. As noted above, financial results prior to the respective deconsolidations of the Bloom Lake and Wabush Groups and subsequent expenses directly associated with the Canadian Entities are included in our financial statements incorporated by reference in this prospectus and classified within discontinued operations.
|
(5)
|
On March 20, 2013, our Board of Directors declared a cash dividend of $13.6111 per preferred share, which is equivalent to approximately $0.34 per depositary share. The cash dividend was paid on May 1, 2013, to our preferred shareholders of record as of the close of business on April 15, 2013. On May 7, 2013, September 9, 2013, and November 11, 2013, our Board of Directors declared a quarterly cash dividend of $17.50 per preferred share, which is equivalent to approximately $0.44 per depositary share. The cash dividends were paid on August 1, 2013, November 1, 2013, and February 3, 2014 to our preferred shareholders of record as of the close of business on July 15, 2013, October 15, 2013, and January 15, 2014, respectively. The cash dividend was paid on May 1, 2013 to our preferred shareholders of record as of the close of business on April 15, 2013. On February 11, 2014, May 13, 2014, September 8, 2014, and November 19, 2014, our Board of Directors declared a quarterly cash dividend of $17.50 per preferred share, which is equivalent to approximately $0.44 per depositary share. The cash dividends were paid on May 1, 2014, August 1, 2014, November 3, 2014, and February 2, 2015, to our preferred shareholders of record as of the close of business on April 15, 2014, July 15, 2014, October 15, 2014, and January 15, 2015, respectively. On March 27, 2015, July 1, 2015, and September 10, 2015, our Board of Directors declared the quarterly cash dividend of $17.50 per preferred share, which is equivalent to approximately $0.44 per depositary share. The cash dividend was paid on May 1, 2015, August 3, 2015, and November 2, 2015 to our shareholders of record as of the close of business on April 15, 2015, July 15, 2015, and October 15, 2015, respectively
. On January 4, 2016, we announced that our Board of Directors determined the final quarterly dividend of our preferred shares would not be paid in cash, but instead, pursuant to the terms of the preferred shares,
|
(6)
|
On February 11, 2013, our Board of Directors approved a reduction to our quarterly cash dividend rate by 76% to $0.15 per share. The decreased dividend of $0.15 per share was paid on March 1, 2013, June 3, 2013, September 3, 2013, and December 2, 2013 to our common shareholders of record as of the close of business on February 22, 2013, May 17, 2013, August 15, 2013, and November 22, 2013, respectively. Additionally, in 2014, the dividend of $0.15 per share was paid on March 3, 2014, June 3, 2014, September 2, 2014 and December 1, 2014 to our common shareholders of record as of the close of business on February 21, 2014, May 23, 2014, August 15, 2014, and November 15, 2014, respectively. On January 26, 2015, we announced that our Board of Directors had decided to eliminate the quarterly dividend of $0.15 per share on our common shares. The decision was applicable to the first quarter of 2015 and all subsequent quarters.
|
(7)
|
Including discontinued operations for each of the years ended December 31, 2015, 2014 and 2013.
|
(8)
|
Excludes revenues and expenses related to domestic freight, which are offsetting and have no impact on sales margin. Revenues also exclude venture partner cost reimbursements.
|
(9)
|
Cash production cost per long/metric ton is defined as cost of goods sold and operating expenses per ton less depreciation, depletion and amortization; as well as idle costs, period costs, costs of services and inventory effects per long/metric ton. Non-production cash cost per long/metric ton is defined as the sum of idle costs, period costs (including royalties), costs of services, and inventory effects per long/metric ton. Cash cost per long/metric ton is defined as cost of goods sold and operating expenses per ton less depreciation, depletion and amortization per long/metric ton.
|
(10)
|
We began selling a portion of our product on a CFR basis in 2014. Excludes revenues and expenses related to domestic freight, which are offsetting and have no impact on sales margin.
|
•
|
changes in tonnage, grades and metallurgical characteristics of ore to be mined and processed;
|
•
|
changes in customer demand;
|
•
|
higher construction and infrastructure costs;
|
•
|
the quality of the data on which engineering assumptions were made;
|
•
|
higher production costs;
|
•
|
adverse geotechnical conditions;
|
•
|
availability of adequate labor force;
|
•
|
availability and cost of water and power;
|
•
|
availability and cost of transportation;
|
•
|
fluctuations in inflation and currency exchange rates;
|
•
|
availability and terms of financing;
|
•
|
delays in obtaining environmental or other government permits or changes in laws and regulations including environmental laws and regulations;
|
•
|
weather or severe climate impacts; and
|
•
|
potential delays relating to social and community issues.
|
•
|
our quarterly or annual earnings or those of other companies in our industry;
|
•
|
changes in laws or regulations, or new interpretations or applications of laws and regulations, that are applicable to our business;
|
•
|
the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
additions or departures of our senior management personnel;
|
•
|
sales of our common shares by our directors and executive officers;
|
•
|
adverse market reaction to any indebtedness we may incur or securities we may issue in the future;
|
•
|
actions by shareholders;
|
•
|
the level and quality of research analyst coverage for our common shares, changes in financial estimates or investment recommendations by securities analysts following our business or failure to meet such estimates;
|
•
|
the financial disclosure we may provide to the public, any changes in such disclosure or our failure to meet such disclosure;
|
•
|
various market factors or perceived market factors, including rumors, whether or not correct, involving us or our competitors;
|
•
|
acquisitions or strategic alliances by us or our competitors;
|
•
|
short sales, hedging and other derivative transactions in our common shares;
|
•
|
the operating and stock price performance of other companies that investors may deem comparable to us; and
|
•
|
other events or factors, including changes in general conditions in the United States and global economies or financial markets (including those resulting from acts of God, war, incidents of terrorism or responses to such events).
|
•
|
providing that our board of directors fixes the number of members of the board; and
|
•
|
authorizing the issuance of additional preferred shares, which could be issued by our board of directors to increase the number of outstanding securities of ours with voting rights and thwart a takeover attempt.
|
|
2016
|
2015
|
2014
|
|||||||||||||||
|
High
|
Low
|
High
|
Low
|
High
|
Low
|
||||||||||||
First Quarter
|
$
|
3.75
|
|
$
|
1.20
|
|
$
|
9.39
|
|
$
|
4.12
|
|
$
|
26.63
|
|
$
|
17.40
|
|
Second Quarter
|
5.83
|
|
2.77
|
|
6.87
|
|
4.27
|
|
21.25
|
|
13.60
|
|
||||||
Third Quarter*
|
8.45
|
|
5.41
|
|
4.53
|
|
2.28
|
|
18.41
|
|
10.19
|
|
||||||
Fourth Quarter
|
—
|
|
—
|
|
3.73
|
|
1.42
|
|
11.70
|
|
5.63
|
|
||||||
Year
|
—
|
|
—
|
|
9.39
|
|
1.42
|
|
26.63
|
|
5.63
|
|
*
|
For 2016, through
August 3, 2016
.
|
•
|
On an actual basis reflecting our consolidated cash and cash equivalents and capitalization; and
|
•
|
On an as adjusted basis reflecting our consolidated cash and cash equivalents and capitalization to give effect to the issuance of common shares and the receipt of the net proceeds by us in this offering, after deducting underwriting discounts and estimated offering expenses that we must pay, and the application of the net proceeds from this offering as described under “Use of Proceeds.”
|
|
As of June 30, 2016
|
|||
|
Actual
|
As Adjusted
|
||
|
(unaudited) (in millions)
|
|||
Cash and cash equivalents
|
$
|
108.2
|
|
|
Long-term debt
(1)
:
|
|
|
||
$700 Million 4.875% 2021 Senior Notes
|
$
|
334.7
|
|
|
$1.3 Billion Senior Notes:
|
|
|
||
$500 Million 4.80% 2020 Senior Notes
|
248.3
|
|
|
|
$800 Million 6.25% 2040 Senior Notes
|
292.4
|
|
|
|
$400 Million 5.90% 2020 Senior Notes
|
224.3
|
|
|
|
$500 Million 3.95% 2018 Senior Notes
|
282.2
|
|
|
|
$540 Million 8.25% 2020 First Lien Notes
|
501.8
|
|
|
|
$218.5 Million 8.00% 2020 1.5 Lien Notes
|
292.8
|
|
|
|
$544.2 Million 7.75% 2020 Second Lien Notes
|
328.6
|
|
|
|
$550 Million ABL Facility
|
—
|
|
|
|
Fair value adjustment to interest rate hedge
|
2.1
|
|
|
|
Total debt
|
$
|
2,507.2
|
|
|
Less: Current portion
|
(17.5
|
)
|
|
|
Long-term debt
|
$
|
2,489.7
|
|
|
Shareholders’ Deficit:
|
|
|
||
Common shares, par value $0.125 per share; 400,000,000 shares authorized;
183,864,626 shares issued and outstanding (actual); [ ] shares issued
and outstanding (as adjusted)
|
$
|
23.7
|
|
|
Preferred stock, no par value
|
—
|
|
|
|
Capital in excess of par value of shares
|
3,037.5
|
|
|
|
Retained deficit
|
(4,627.4
|
)
|
|
|
Cost of common shares in treasury
|
(255.5
|
)
|
|
|
Accumulated other comprehensive loss
|
(9.0
|
)
|
|
|
Total shareholders’ deficit
|
$
|
(1,830.7
|
)
|
|
Noncontrolling interest
|
151.8
|
|
|
|
Total shareholders’ deficit
|
$
|
(1,678.9
|
)
|
|
Total capitalization
|
$
|
810.8
|
|
|
•
|
any amendment, alteration or repeal of our Articles of Incorporation or the Regulations that adversely affects the preferences or voting or other rights of the holders of Class A Preferred Stock;
|
•
|
the authorization, creation or increase in the authorized amount of any shares of any class or any security convertible into any class, in either case, ranking prior to the Class A Preferred Stock; or
|
•
|
the purchase or redemption (for sinking fund purposes or otherwise) of less than all of the Class A Preferred Stock then outstanding except in accordance with a stock purchase offer made to all holders of record of Class A Preferred Stock, unless all dividends on all Class A Preferred Stock then outstanding for all previous dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with.
|
•
|
our consolidation or merger with or into any other corporation to the extent any such consolidation or merger shall be required, pursuant to any applicable statute, to be approved by the holders of the shares of Class A Preferred Stock voting separately as a class; or
|
•
|
the authorization of any shares ranking on a parity with the Class A Preferred Stock or an increase in the authorized number of shares of Class A Preferred Stock.
|
•
|
any amendment, alteration or repeal of our Articles of Incorporation or the Regulations that adversely affects the preferences or voting or other rights of the holders of Class B Preferred Stock;
|
•
|
the authorization, creation or increase in the authorized amount of any shares of any class or any security convertible into any class, in either case, ranking prior to the Class B Preferred Stock; or
|
•
|
the purchase or redemption (for sinking fund purposes or otherwise) of less than all of the Class B Preferred Stock then outstanding except in accordance with a stock purchase offer made to all holders of record of Class B Preferred Stock, unless all dividends on all Class B Preferred Stock then outstanding for all previous dividend periods shall have been declared and paid or funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with.
|
•
|
our consolidation or merger with or into any other corporation to the extent any such consolidation or merger shall be required, pursuant to any applicable statute, to be approved by the holders of the shares of Class A Preferred Stock voting separately as a class; or
|
•
|
the authorization of any shares ranking on a parity with the Class B Preferred Stock or an increase in the authorized number of shares of Class B Preferred Stock.
|
•
|
the articles of incorporation expressly provide that the corporation is not subject to the statute (we have not made this election); or
|
•
|
the board of directors of the corporation approves the chapter 1704 transaction or the acquisition of the shares before the date the shares were acquired.
|
•
|
the gain is effectively connected with the conduct of a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States),
|
•
|
the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met, or
|
•
|
we are or have been at any time during the shorter of the five-year period ending on the date of disposition and the period that the non-U.S. holder held the common shares a “United States real property holding corporation,” or USRPHC, for U.S. federal income tax purposes, the non-U.S. holder is not eligible for an exemption under an applicable income tax treaty and either (i) our common shares cease to be regularly traded on an established securities market or (ii) such non-U.S. holder held more than 5% of our common shares at any time during the relevant period (as described below).
|
Underwriter
|
Number of Common Shares
|
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
|
|
Credit Suisse Securities (USA) LLC
|
|
Goldman, Sachs & Co.
|
|
Deutsche Bank Securities Inc.
|
|
Total
|
|
|
Per Common Share
|
Without Option
|
With Option
|
Public offering price
|
$
|
$
|
$
|
Underwriting discount
|
$
|
$
|
$
|
Proceeds, before expenses, to us
|
$
|
$
|
$
|
•
|
offer, pledge, sell or contract to sell any common shares,
|
•
|
sell any option or contract to purchase any common shares,
|
•
|
purchase any option or contract to sell any common shares,
|
•
|
grant any option, right or warrant for the sale of any common shares,
|
•
|
lend or otherwise dispose of or transfer any common shares,
|
•
|
request or demand that we file a registration statement related to the common shares, or
|
•
|
enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common shares whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.
|
(a)
|
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
|
(b)
|
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or
|
(c)
|
in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3(2) of the Prospectus Directive,
|
(a)
|
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
|
(b)
|
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
|
(c)
|
to an institutional investor pursuant to Section 274 of the SFA or to a relevant person pursuant to Section 275(1) of the SFA, or to any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA;
|
(d)
|
where no consideration is or will be given for the transfer;
|
(e)
|
where the transfer is by operation of law;
|
(f)
|
as specified in Section 276(7) of the SFA; or
|
(g)
|
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
|
|
|
|
Amount
|
||
SEC Registration Fee
|
$
|
34,741.50
|
|
||
FINRA Filing Fee
|
52,250.00
|
|
|||
Accounting Fees and Expenses
|
175,000.00
|
|
|||
Legal Fees and Expenses
|
100,000.00
|
|
|||
Printing and Engraving Expenses
|
50,000.00
|
|
|||
Transfer Agent and Registrar Fees and Expenses
|
10,000.00
|
|
|||
Miscellaneous Expenses
|
13,008.50
|
|
|||
Total
|
$
|
435,000.00
|
|
Exhibit
Number |
Exhibit
|
|
Underwriting agreement
|
1.1
|
Form of Underwriting Agreement (filed herewith)
|
|
Plan of purchase, sale, reorganization, arrangement, liquidation or succession
|
2.1
|
***Asset Purchase Agreement, dated as of December 2, 2014, by and among Cliffs Natural Resources Inc., Cliffs Logan County Coal LLC, Toney’s Fork Land, LLC, Southern Eagle Land, LLC and Cliffs Logan County Coal Terminals LLC and Coronado Coal II, LLC (filed as Exhibit 2.1 to Cliffs’ Form 10
-
K for the period ended December 31, 2014 and incorporated herein by reference)
|
2.2
|
***Amendment to Asset Purchase Agreement, effective as of December 31, 2014, by and among Cliffs Natural Resources Inc., Cliffs Logan County Coal LLC, Toney’s Fork Land, LLC, Southern Eagle Land, LLC and Cliffs Logan County Coal Terminals LLC and Coronado Coal II, LLC (filed as Exhibit 2.2 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
2.3
|
***Unit Purchase Agreement, dated as of December 22, 2015, by and among Cliffs Natural Resources Inc., CLF PinnOak LLC and Seneca Coal Resources, LLC (filed as Exhibit 2.3 to Cliffs’ Form 10-K for the period ended December 31, 2015 and incorporated herein by reference)
|
|
Articles of Incorporation and By-Laws of Cliffs Natural Resources Inc.
|
3.1
|
Third Amended Articles of Incorporation of Cliffs (as filed with the Secretary of State of the State of Ohio on May 13, 2013 (filed as Exhibit 3.1 to Cliffs’ Form 8-K on May 13, 2013 and incorporated herein by reference)
|
3.2
|
Regulations of Cleveland-Cliffs Inc. (filed as Exhibit 3.2 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
|
Instruments defining rights of security holders, including indentures
|
4.1
|
Form of Indenture between Cliffs Natural Resources Inc. and U.S. Bank National Association, as trustee, dated March 17, 2010 (filed as Exhibit 4.1 to Cliffs’ Form S-3 No. 333-165376 on March 10, 2010 and incorporated herein by reference)
|
4.2
|
Form of 5.90% Notes due 2020 First Supplemental Indenture between Cliffs Natural Resources Inc. and U.S. Bank National Association, as trustee, dated March 17, 2010, including Form of 5.90% Notes due 2020 (filed as Exhibit 4.2 to Cliffs’ Form 8-K on March 16, 2010 and incorporated herein by reference)
|
4.3
|
Form of 4.80% Notes due 2020 Second Supplemental Indenture between Cliffs Natural Resources Inc. and U.S. Bank National Association, as trustee, dated September 20, 2010, including Form of 4.80% Notes due 2020 (filed as Exhibit 4.3 to Cliffs’ Form 8-K on September 17, 2010 and incorporated herein by reference)
|
4.4
|
Form of 6.25% Notes due 2040 Third Supplemental Indenture between Cliffs Natural Resources Inc. and U.S. Bank National Association, as trustee, dated September 20, 2010, including Form of 6.25% Notes due 2040 (filed as Exhibit 4.4 to Cliffs’ Form 8-K on September 17, 2010 and incorporated herein by reference)
|
4.5
|
Form of 4.875% Notes due 2021 Fourth Supplemental Indenture between Cliffs and U.S. Bank National Association, as trustee, dated March 23, 2011, including Form of 4.875% Notes due 2021 (filed as Exhibit 4.1 to Cliffs’ Form 8-K on March 23, 2011 and incorporated herein by reference)
|
4.6
|
Fifth Supplemental Indenture between Cliffs and U.S. Bank National Association, as trustee, dated March 31, 2011 (filed as Exhibit 4(b) to Cliffs’ Form 10-Q for the period ended June 30, 2011 and incorporated herein by reference)
|
4.7
|
Form of 3.95% Notes due 2018 Sixth Supplemental Indenture between Cliffs and U.S. Bank National Association, as trustee, dated December 13, 2012, including form of 3.95% Notes due 2018 (filed as Exhibit 4.1 to Cliffs’ Form 8-K on December 13, 2012 and incorporated herein by reference)
|
4.8
|
Indenture between Cliffs Natural Resources Inc., the guarantors parties thereto, and U.S. Bank National Association, as trustee and notes collateral agent, dated March 30, 2015, including Form of 8.250% Senior Secured Notes due 2020 (filed as Exhibit 4.1 to Cliffs’ Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference)
|
4.9
|
Indenture between Cliffs Natural Resources Inc., the guarantors parties thereto, and U.S. Bank National Association, as trustee and notes collateral agent, dated March 30, 2015, including Form of 7.75% Second Lien Senior Secured Notes due 2020 (filed as Exhibit 4.2 to Cliffs’ Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference)
|
4.10
|
Indenture between Cliffs Natural Resources Inc., the guarantors parties thereto, and U.S. Bank National Association, as trustee and notes collateral agent, dated March 2, 2016, including Form of 8.00% 1.5 Lien Senior Secured Notes due 2020 (filed as Exhibit 4.1 to Cliffs’ Form 10-Q for the period ended March 31, 2016 and incorporated herein by reference)
|
4.11
|
Form of Common Share Certificate (filed as Exhibit 4.1 to Cliffs’ Form 10-Q for the period ended September 30, 2014 and incorporated herein by reference)
|
|
Legal opinions
|
5.1
|
Opinion of Jones Day (filed herewith)
|
|
Material contracts
|
10.1
|
* Form of Change in Control Severance Agreement, effective January 1, 2014 (covering existing grants) (filed as Exhibit 10.1 to Cliffs’ Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.2
|
* Form of Change in Control Severance Agreement (covering newly hired officers) (filed as Exhibit 10.4 to Cliffs’ Form 8-K/A on September 16, 2014 and incorporated herein by reference)
|
10.3
|
* Form of 2015 Change in Control Severance Agreement (filed as Exhibit 10.3 to Cliffs’ 10-Q for the period ended March 31, 2015 and incorporated herein by reference)
|
10.4
|
* Cliffs Natural Resources Inc. 2012 Non-Qualified Deferred Compensation Plan (effective January 1, 2012) dated November 8, 2011 (filed as Exhibit 10.1 to Cliffs’ Form 8-K on November 8, 2011 and incorporated herein by reference)
|
10.5
|
* Form of Indemnification Agreement between Cliffs Natural Resources Inc. and Directors (filed as Exhibit 10.5 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.6
|
* Cliffs Natural Resources Inc. Nonemployee Directors’ Compensation Plan (Amended and Restated as of December 31, 2008) (filed as Exhibit 10(nnn) to Cliffs’ Form 10-K for the period ended December 31, 2008 and incorporated herein by reference)
|
10.7
|
* Cliffs Natural Resources Inc. Amended and Restated 2014 Nonemployee Directors’ Compensation Plan (filed as Exhibit 10.1 to Cliffs’ Form 8-K on May 2, 2016 and incorporated herein by reference)
|
10.8
|
* Trust Agreement No. 1 (Amended and Restated effective June 1, 1997), dated June 12, 1997, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to the Cleveland-Cliffs Inc Supplemental Retirement Benefit Plan, Severance Pay Plan for Key Employees and certain executive agreements (filed as Exhibit 10.10 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.9
|
* Trust Agreement No. 1 Amendments to Exhibits, effective as of January 1, 2000, by and between Cleveland-Cliffs Inc and KeyBank National Association, as Trustee (filed as Exhibit 10.11 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.10
|
* First Amendment to Trust Agreement No. 1, effective September 10, 2002, by and between Cleveland-Cliffs Inc and KeyBank National Association, as Trustee (filed as Exhibit 10.12 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.11
|
* Second Amendment to Trust Agreement No. 1 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(y) to Cliffs’ Form 10-K for the period ended December 31, 2008 and incorporated herein by reference)
|
10.12
|
* Third Amendment to Trust Agreement No. 1 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as July 28, 2014 (filed as Exhibit 10.15 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.13
|
* Amended and Restated Trust Agreement No. 2, effective as of October 15, 2002, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to Executive Agreements and Indemnification Agreements with the Company’s Directors and certain Officers, the Company’s Severance Pay Plan for Key Employees, and the Retention Plan for Salaried Employees (filed as Exhibit 10.14 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.14
|
* Second Amendment to Amended and Restated Trust Agreement No. 2 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(aa) to Cliffs’ Form 10-K for the period ended December 31, 2008 and incorporated herein by reference)
|
10.15
|
* Third Amendment to Amended and Restated Trust Agreement No. 2 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of July 28, 2014 (filed as Exhibit 10.18 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.16
|
* Trust Agreement No. 5, dated as of October 28, 1987, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to certain deferred compensation agreements (filed as Exhibit 10.16 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.17
|
* First Amendment to Trust Agreement No. 5, dated as of May 12, 1989, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.17 to Form 10-K of Cliffs’ for the period ended December 31, 2011 and incorporated herein by reference)
|
10.18
|
* Second Amendment to Trust Agreement No. 5, dated as of April 9, 1991, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.18 to Form 10-K of Cliffs’ for the period ended December 31, 2011 and incorporated herein by reference)
|
10.19
|
* Third Amendment to Trust Agreement No. 5, dated as of March 9, 1992, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.19 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.20
|
* Fourth Amendment to Trust Agreement No. 5, dated November 18, 1994, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.20 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.21
|
* Fifth Amendment to Trust Agreement No. 5, dated May 23, 1997, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.19 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.22
|
*Sixth Amendment to Trust Agreement No. 5 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(hh) to Cliffs’ Form 10-K for the period ended December 31, 2008 and incorporated herein by reference)
|
10.23
|
*Seventh Amendment to Trust Agreement No. 5 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of July 28, 2014 (filed as Exhibit 10.26 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.24
|
* Trust Agreement No. 7, dated as of April 9, 1991, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to the Cleveland-Cliffs Inc Supplemental Retirement Benefit Plan (filed as Exhibit 10.23 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.25
|
* First Amendment to Trust Agreement No. 7, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, dated as of March 9, 1992 (filed as Exhibit 10.24 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.26
|
* Second Amendment to Trust Agreement No. 7, dated November 18, 1994, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.25 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.27
|
* Third Amendment to Trust Agreement No. 7, dated May 23, 1997, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.26 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.28
|
* Fourth Amendment to Trust Agreement No. 7, dated July 15, 1997, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.27 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.29
|
* Amendment to Exhibits to Trust Agreement No. 7, effective as of January 1, 2000, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.28 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.30
|
* Sixth Amendment to Trust Agreement No. 7 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(oo) to Cliffs’ Form 10-K for the period ended December 31, 2008 and incorporated herein by reference)
|
10.31
|
* Seventh Amendment to Trust Agreement No. 7 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of July 28, 2014 (filed as Exhibit 10.34 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.32
|
* Termination and Fifth Amendment to Trust Agreement No. 8 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of October 28, 2015 (filed as Exhibit 10.32 to Cliffs’ Form 10-K for the period ended December 31, 2015 and incorporated herein by reference)
|
10.33
|
* Termination and Third Amendment to Trust Agreement No. 9 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of October 28, 2015 (filed as Exhibit 10.33 to Cliffs’ Form 10-K for the period ended December 31, 2015 and incorporated herein by reference)
|
10.34
|
* Trust Agreement No. 10, dated as of November 20, 1996, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to the Cleveland-Cliffs Inc Nonemployee Directors’ Compensation Plan (filed as Exhibit 10.36 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.35
|
*First Amendment to Trust Agreement No. 10 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(ww) to Cliffs’ Form 10-K for the period ended February 26, 2009 and incorporated herein by reference)
|
10.36
|
* Second Amendment to Trust Agreement No. 10 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of July 28, 2014 (filed as Exhibit 10.45 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.37
|
* Severance Agreement and Release, by and between Terrance M. Paradie and Cliffs Natural Resources Inc., dated April 14, 2015 (filed as Exhibit 10.4 to Cliffs’ Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference)
|
10.38
|
* Severance Agreement and Release, by and between David Webb and Cliffs Natural Resources Inc., dated October 31, 2015 ((filed as Exhibit 10.38 to Cliffs’ Form 10-K for the period ended December 31, 2015 and incorporated herein by reference)
|
10.39
|
* Letter Agreement, by and between Lourenco Goncalves and Cliffs Natural Resources Inc., signed as of September 11, 2014 (filed as Exhibit 10.1 to Cliffs’ Form 8-K/A on September 16, 2014 and incorporated herein by reference)
|
10.40
|
* Cleveland-Cliffs Inc and Subsidiaries Management Performance Incentive Plan Summary, effective January 1, 2004 (filed as Exhibit 10.47 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.41
|
* Cliffs Natural Resources Inc. 2012 Executive Management Performance Incentive Plan effective March 13, 2012 (filed as Exhibit 10.3 to Cliffs’ Form 8-K on May 14, 2012 and incorporated herein by reference)
|
10.42
|
* Cliffs Natural Resources Inc. 2012 Incentive Equity Plan effective March 13, 2012 (filed as Exhibit 10.1 to Cliffs Form 8-K on May 14, 2012 and incorporated herein by reference)
|
10.43
|
* First Amendment to Cliffs Natural Resources Inc. 2012 Incentive Plan effective September 11, 2012 (filed as Exhibit 10.2 to Cliffs’ Form 10-Q for the period ended September 30, 2012 and incorporated herein by reference)
|
10.44
|
* Form of Cliffs Natural Resources Inc. Restricted Share Unit Award Memorandum and Restricted Share Unit Award Agreement under the 2012 Incentive Equity Plan (filed as Exhibit 10.77 to Cliffs’ Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.45
|
* Form of Cliffs Natural Resources Inc. Restricted Share Unit Award Memorandum (Graduated Vesting 50%) and Restricted Share Unit Award Agreement under the 2012 Incentive Equity Plan (filed as Exhibit 10.78 to Cliffs’ Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.46
|
* Form of Cliffs Natural Resources Inc. Restricted Share Unit Award Memorandum (Graduated Vesting 33%) and Restricted Share Unit Award Agreement under the 2012 Incentive Equity Plan (filed as Exhibit 10.79 to Cliffs’ Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.47
|
* Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan (filed as Exhibit 10.1 to Cliffs’ Form 8-K on August 4, 2014 and incorporated herein by reference)
|
10.48
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Restricted Share Unit Award Memorandum (Graduated Vesting 50% - July 2014 Grant) and Restricted Share Unit Award Agreement (filed as Exhibit 10.64 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.49
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Restricted Share Unit Award Memorandum (3-Year Vesting – July 2014 Grant) and Restricted Share Unit Award Agreement (filed as Exhibit 10.65 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.50
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Performance Share Award Memorandum (3-Year Vesting – July 2014 Grant) and Performance Share Award Agreement (filed as Exhibit 10.66 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.51
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Non-Qualified Stock Option Award Memorandum (2014 Grant) and Stock Option Award Agreement (filed as Exhibit 10.2 to Cliffs’ Form 8-K/A on September 16, 2014 and incorporated herein by reference)
|
10.52
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Performance Unit Award Memorandum (2014 Grant) and Performance Unit Award Agreement (filed as Exhibit 10.3 to Cliffs’ Form 8-K/A on September 16, 2014 and incorporated herein by reference)
|
10.53
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Non-Qualified Stock Option Award Memorandum (3-Year Vesting – January 2015 Grant) and Stock Option Award Agreement (filed as Exhibit 10.69 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.54
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Restricted Share Unit Award Memorandum (Graduated Vesting 33% - January 2015 Grant) and Restricted Share Unit Award Agreement (filed as Exhibit 10.70 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.55
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Performance Share Award Memorandum (3-Year Vesting – January 2015 Grant) and Performance Share Award Agreement (filed as Exhibit 10.71 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.56
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Restricted Share Unit Award Memorandum (Graduated Vesting 33% - February 2015 Grant) and Restricted Share Unit Award Agreement (filed as Exhibit 10.72 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.57
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Performance Share Award Memorandum (3 year Vesting – February 2015 Grant) and Restricted Share Unit Award Agreement (filed as Exhibit 10.73 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.58
|
* Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan (filed as Exhibit 10.1 to Cliffs’ Form 8-K on May 21, 2015 and incorporated herein by reference)
|
10.59
|
* Form of Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan Restricted Stock Unit Award Memorandum (Vesting on December 15, 2017) and Restricted Stock Unit Award Agreement (filed as Exhibit 10.1 to Cliffs’ Form 10-Q for the period ended September 30, 2015 and incorporated herein by reference)
|
10.60
|
* Form of Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan Cash Retention Award Memorandum (Vesting February 2017) and Cash Retention Award Agreement (filed as Exhibit 10.2 to Cliffs’ Form 10-Q for the period ended September 30, 2015 and incorporated herein by reference)
|
10.61
|
* Form of Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan Restricted Stock Unit Award Memorandum (Vesting May 2018) and Restricted Stock Unit Award Agreement (filed as Exhibit 10.61 to Cliffs’ Form 10-K for the period ended December 31, 2015 and incorporated herein by reference)
|
10.62
|
* Form of Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan Restricted Stock Unit Award Memorandum (Vesting December 31, 2018) and Restricted Stock Unit Award Agreement (filed as Exhibit 10.1 to Cliffs’ Form 10-Q for the period ended March 31, 2016 and incorporated herein by reference)
|
10.63
|
* Form of Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan Cash Incentive Award Memorandum (TSR) (Vesting December 31, 2018) and Cash Incentive Award Agreement (TSR) (filed as Exhibit 10.2 to Cliffs’ Form 10-Q for the period ended March 31, 2016 and incorporated herein by reference)
|
10.64
|
* Form of Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan Cash Incentive Award Memorandum (TSR) (Vesting December 31, 2018) and Cash Incentive Award Agreement (TSR) (filed as Exhibit 10.3 to Cliffs’ Form 10-Q for the period ended March 31, 2016 and incorporated herein by reference)
|
10.65
|
* Cliffs Natural Resources Inc. Supplemental Retirement Benefit Plan (as Amended and Restated effective December 1, 2006) dated December 31, 2008 (filed as Exhibit 10(mmm) to Cliffs’ Form 10-K for the period ended December 31, 2008 and incorporated herein by reference)
|
10.66
|
* Cliffs Natural Resources Inc. 2015 Employee Stock Purchase Plan (filed as Exhibit 4.4 to Cliffs’ Registration Statement on Form S-8 on August 20, 2015 and incorporated herein by reference)
|
10.67
|
** Pellet Sale and Purchase Agreement, dated and effective as of April 10, 2002, by and among The Cleveland-Cliffs Iron Company, Cliffs Mining Company, Northshore Mining Company, Northshore Sales Company, International Steel Group Inc., ISG Cleveland Inc., and ISG Indiana Harbor Inc. (filed as Exhibit 10.84 to Cliffs’ Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.68
|
** First Amendment to Pellet Sale and Purchase Agreement, dated and effective December 16, 2004 by and among The Cleveland-Cliffs Iron Company, Cliffs Mining Company, Northshore Mining Company, Cliffs Sales Company (formerly known as Northshore Sales Company), International Steel Group Inc., ISG Cleveland Inc. and ISG Indiana Harbor (filed as Exhibit 10.85 to Cliffs’ Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.69
|
** Pellet Sale and Purchase Agreement, dated and effective as of December 31, 2002 by and among The Cleveland-Cliffs Iron Company, Cliffs Mining Company, and Ispat Inland Inc. (filed as Exhibit 10.86 to Cliffs’ Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.70
|
** 2011 Omnibus Agreement, dated as of April 8, 2011 and effective as of March 31, 2011, by and among ArcelorMittal USA LLC, as successor in interest to Ispat Inland Inc., ArcelorMittal Cleveland Inc. (formerly known as ISG Cleveland Inc.), ArcelorMittal Indiana Harbor LLC (formerly known as ISG Indiana Harbor Inc.) and Cliffs Natural Resources Inc., The Cleveland-Cliffs Iron Company, Cliffs Mining Company, Northshore Mining Company and Cliffs Sales Company (formerly known as Northshore Sales Company) (filed as Exhibit 10(a) to Cliffs’ Form 10-Q for the period ended June 30, 2011 and incorporated herein by reference)
|
10.71
|
** 2014 Extension Agreement dated as of February 24, 2014 but effective as of January 1, 2014, among ArcelorMittal USA LLC, Cliffs Natural Resources Inc., The Cleveland-Cliffs Iron Company and Cliffs Mining Company (filed as Exhibit 10.1 to Cliffs’ Form 10-Q/A filed on October 8, 2014 for the period ended March 31, 2014 and incorporated herein by reference)
|
10.72
|
** Pellet Sale and Purchase Agreement, effective as of October 31, 2016, by and among Cliffs Natural Resources Inc., The Cleveland-Cliffs Iron Company and Cliffs Mining Company and ArcelorMittal USA LLC (filed herewith)
|
10.73
|
Amended and Restated Multicurrency Credit Agreement entered into as of August 11, 2011, among Cliffs, certain foreign subsidiaries of the Company from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., PNC Capital Markets Inc. and U.S. Bank National Association, as Joint Lead Arrangers and Joint Book Managers, Fifth Third Bank and RBS Citizens, N.A., as Co-Documentation Agents, and the various institutions from time to time party thereto (filed as Exhibit 10(a) to Cliffs’ Form 8-K on August 17, 2011 and incorporated herein by reference)
|
10.74
|
Amendment No. 1, dated as of October 16, 2012 to Amended and Restated Multicurrency Credit Agreement (filed as Exhibit 10.1 to Cliffs’ Form 8-K on October 19, 2012 and incorporated herein by reference)
|
10.75
|
Amendment No. 2 to the Amended and Restated Multicurrency Credit Agreement dated as of February 8, 2013 (filed as Exhibit 10.92 to Cliffs’ Form 10-K for the period ended December 31, 2012 and incorporated herein by reference)
|
10.76
|
Amendment No. 3, dated as of June 30, 2014, to the Amended and Restated Multicurrency Credit Agreement, dated as of August 11, 2011, among Cliffs Natural Resources Inc., the foreign subsidiaries of Cliffs Natural Resources Inc. from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.1 to Cliffs’ Form 8-K on June 30, 2014 and incorporated herein by reference)
|
10.77
|
Amendment No. 4, dated as of September 9, 2014, to the Amended and Restated Multicurrency Credit Agreement, dated as of August 11, 2011, among the Company, the foreign subsidiaries of the Company from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.1 to Cliffs’ Form 8-K on September 12, 2014 and incorporated herein by reference)
|
10.78
|
Amendment No. 5, dated as of October 24, 2014, to the Amended and Restated Multicurrency Credit Agreement, dated as of August 11, 2011, among the Company, the foreign subsidiaries of the Company from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.2 to Cliffs’ Form 10-Q for the period ended on September 30, 2014 and incorporated herein by reference)
|
10.79
|
Amendment No. 6, dated as of January 22, 2015, to the Amended and Restated Multicurrency Credit Agreement, dated as of August 11, 2011, among the Company, the foreign subsidiaries of the Company from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.86 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.80
|
Syndicated Facility Agreement, dated as of March 30, 2015, by and among Bank of America, N.A., as Administrative Agent and Australian Security Trustee, the Lenders that are Parties hereto, as the Lenders, Cliffs Natural Resources Inc., as Parent and a Borrower, and the Subsidiaries of Parent Party hereto, as Borrowers (filed as Exhibit 10.2 to Cliffs’ Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference)
|
10.81
|
First Amendment to Syndicated Facility Agreement, dated as of June 17, 2016, to that certain Syndicated Facility Agreement, dated as of March 30, 2015, by and among Bank of America, N.A., as Administrative Agent and Australian Security Trustee, the Lenders that are Parties hereto, as the Lenders, Cliffs Natural Resources Inc., as Parent and a Borrower, and the Subsidiaries of Parent Party hereto, as Borrowers (filed as Exhibit 10.3 to Cliffs’ Form 10-Q for the period ended June 30, 2016 and incorporated herein by reference)
|
|
Subsidiaries
|
21
|
Subsidiaries of the Registrant (filed as Exhibit 10.21 to Cliffs’ Form 10-K for the period ended December 31, 2015 and incorporated herein by reference)
|
|
Consents
|
23.1
|
Consent of Deloitte & Touche LLP (filed herewith)
|
23.2
|
Consent of Jones Day (included in Exhibit 5.1)
|
|
Power of attorney
|
24
|
Power of Attorney (previously filed)
|
*
|
Indicates management contract or other compensatory arrangement.
|
**
|
Confidential treatment requested and/or approved as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission.
|
***
|
Certain immaterial schedules and exhibits to this exhibit have been omitted pursuant to the provisions of Regulation S-K, Item 601(b)(2). A copy of any of the omitted schedules and exhibits will be furnished to the Securities and Exchange Commission upon request.
|
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CLIFFS NATURAL RESOURCES INC.
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By:
|
|
/s/ James D. Graham
|
||
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|
|
James D. Graham, Executive Vice President, Chief
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||
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|
|
Legal Officer and Secretary
|
Signatures
|
Title
|
Date
|
|
|
|
/s/ C. L. Goncalves
|
Chairman, President, Chief Executive Officer
|
August 4, 2016
|
C. L. Goncalves
|
and Director (Principal Executive Officer)
|
|
/s/ P. K. Tompkins
|
Executive Vice President & Chief Financial
|
August 4, 2016
|
P. K. Tompkins
|
Officer (Principal Financial Officer)
|
|
/s/ T. K. Flanagan
|
Vice President, Corporate Controller, Treasurer &
|
August 4, 2016
|
T. K. Flanagan
|
Chief Accounting Officer (Principal Accounting Officer)
|
|
*
|
Director
|
August 4, 2016
|
J. T. Baldwin
|
|
|
*
|
Director
|
August 4, 2016
|
R. P. Fisher, Jr.
|
|
|
*
|
Director
|
August 4, 2016
|
S. M. Green
|
|
|
*
|
Director
|
August 4, 2016
|
J. A. Rutkowski, Jr.
|
|
|
*
|
Director
|
August 4, 2016
|
J. S. Sawyer
|
|
|
*
|
Director
|
August 4, 2016
|
M. D. Siegal
|
|
|
*
|
Director
|
August 4, 2016
|
G. Stoliar
|
|
|
*
|
Director
|
August 4, 2016
|
D. C. Taylor
|
|
|
*
|
The undersigned, by signing his name hereto, does sign and execute this registration statement on Form S-1 pursuant to a Power of Attorney executed on behalf of the above-indicated officers and directors of the registrant and filed herewith as Exhibit 24 on behalf of the registrant.
|
By:
|
/s/ James D. Graham
|
|
(James D. Graham, as Attorney-in-Fact)
|
Exhibit
Number |
Exhibit
|
|
Underwriting agreement
|
1.1
|
Form of Underwriting Agreement (filed herewith)
|
|
Plan of purchase, sale, reorganization, arrangement, liquidation or succession
|
2.1
|
***Asset Purchase Agreement, dated as of December 2, 2014, by and among Cliffs Natural Resources Inc., Cliffs Logan County Coal LLC, Toney’s Fork Land, LLC, Southern Eagle Land, LLC and Cliffs Logan County Coal Terminals LLC and Coronado Coal II, LLC (filed as Exhibit 2.1 to Cliffs’ Form 10
-
K for the period ended December 31, 2014 and incorporated herein by reference)
|
2.2
|
***Amendment to Asset Purchase Agreement, effective as of December 31, 2014, by and among Cliffs Natural Resources Inc., Cliffs Logan County Coal LLC, Toney’s Fork Land, LLC, Southern Eagle Land, LLC and Cliffs Logan County Coal Terminals LLC and Coronado Coal II, LLC (filed as Exhibit 2.2 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
2.3
|
***Unit Purchase Agreement, dated as of December 22, 2015, by and among Cliffs Natural Resources Inc., CLF PinnOak LLC and Seneca Coal Resources, LLC (filed as Exhibit 2.3 to Cliffs’ Form 10-K for the period ended December 31, 2015 and incorporated herein by reference)
|
|
Articles of Incorporation and By-Laws of Cliffs Natural Resources Inc.
|
3.1
|
Third Amended Articles of Incorporation of Cliffs (as filed with the Secretary of State of the State of Ohio on May 13, 2013 (filed as Exhibit 3.1 to Cliffs’ Form 8-K on May 13, 2013 and incorporated herein by reference)
|
3.2
|
Regulations of Cleveland-Cliffs Inc. (filed as Exhibit 3.2 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
|
Instruments defining rights of security holders, including indentures
|
4.1
|
Form of Indenture between Cliffs Natural Resources Inc. and U.S. Bank National Association, as trustee, dated March 17, 2010 (filed as Exhibit 4.1 to Cliffs’ Form S-3 No. 333-165376 on March 10, 2010 and incorporated herein by reference)
|
4.2
|
Form of 5.90% Notes due 2020 First Supplemental Indenture between Cliffs Natural Resources Inc. and U.S. Bank National Association, as trustee, dated March 17, 2010, including Form of 5.90% Notes due 2020 (filed as Exhibit 4.2 to Cliffs’ Form 8-K on March 16, 2010 and incorporated herein by reference)
|
4.3
|
Form of 4.80% Notes due 2020 Second Supplemental Indenture between Cliffs Natural Resources Inc. and U.S. Bank National Association, as trustee, dated September 20, 2010, including Form of 4.80% Notes due 2020 (filed as Exhibit 4.3 to Cliffs’ Form 8-K on September 17, 2010 and incorporated herein by reference)
|
4.4
|
Form of 6.25% Notes due 2040 Third Supplemental Indenture between Cliffs Natural Resources Inc. and U.S. Bank National Association, as trustee, dated September 20, 2010, including Form of 6.25% Notes due 2040 (filed as Exhibit 4.4 to Cliffs’ Form 8-K on September 17, 2010 and incorporated herein by reference)
|
4.5
|
Form of 4.875% Notes due 2021 Fourth Supplemental Indenture between Cliffs and U.S. Bank National Association, as trustee, dated March 23, 2011, including Form of 4.875% Notes due 2021 (filed as Exhibit 4.1 to Cliffs’ Form 8-K on March 23, 2011 and incorporated herein by reference)
|
4.6
|
Fifth Supplemental Indenture between Cliffs and U.S. Bank National Association, as trustee, dated March 31, 2011 (filed as Exhibit 4(b) to Cliffs’ Form 10-Q for the period ended June 30, 2011 and incorporated herein by reference)
|
4.7
|
Form of 3.95% Notes due 2018 Sixth Supplemental Indenture between Cliffs and U.S. Bank National Association, as trustee, dated December 13, 2012, including form of 3.95% Notes due 2018 (filed as Exhibit 4.1 to Cliffs’ Form 8-K on December 13, 2012 and incorporated herein by reference)
|
4.8
|
Indenture between Cliffs Natural Resources Inc., the guarantors parties thereto, and U.S. Bank National Association, as trustee and notes collateral agent, dated March 30, 2015, including Form of 8.250% Senior Secured Notes due 2020 (filed as Exhibit 4.1 to Cliffs’ Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference)
|
4.9
|
Indenture between Cliffs Natural Resources Inc., the guarantors parties thereto, and U.S. Bank National Association, as trustee and notes collateral agent, dated March 30, 2015, including Form of 7.75% Second Lien Senior Secured Notes due 2020 (filed as Exhibit 4.2 to Cliffs’ Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference)
|
4.10
|
Indenture between Cliffs Natural Resources Inc., the guarantors parties thereto, and U.S. Bank National Association, as trustee and notes collateral agent, dated March 2, 2016, including Form of 8.00% 1.5 Lien Senior Secured Notes due 2020 (filed as Exhibit 4.1 to Cliffs’ Form 10-Q for the period ended March 31, 2016 and incorporated herein by reference)
|
4.11
|
Form of Common Share Certificate (filed as Exhibit 4.1 to Cliffs’ Form 10-Q for the period ended September 30, 2014 and incorporated herein by reference)
|
|
Legal opinions
|
5.1
|
Opinion of Jones Day (filed herewith)
|
|
Material contracts
|
10.1
|
* Form of Change in Control Severance Agreement, effective January 1, 2014 (covering existing grants) (filed as Exhibit 10.1 to Cliffs’ Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.2
|
* Form of Change in Control Severance Agreement (covering newly hired officers) (filed as Exhibit 10.4 to Cliffs’ Form 8-K/A on September 16, 2014 and incorporated herein by reference)
|
10.3
|
* Form of 2015 Change in Control Severance Agreement (filed as Exhibit 10.3 to Cliffs’ 10-Q for the period ended March 31, 2015 and incorporated herein by reference)
|
10.4
|
* Cliffs Natural Resources Inc. 2012 Non-Qualified Deferred Compensation Plan (effective January 1, 2012) dated November 8, 2011 (filed as Exhibit 10.1 to Cliffs’ Form 8-K on November 8, 2011 and incorporated herein by reference)
|
10.5
|
* Form of Indemnification Agreement between Cliffs Natural Resources Inc. and Directors (filed as Exhibit 10.5 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.6
|
* Cliffs Natural Resources Inc. Nonemployee Directors’ Compensation Plan (Amended and Restated as of December 31, 2008) (filed as Exhibit 10(nnn) to Cliffs’ Form 10-K for the period ended December 31, 2008 and incorporated herein by reference)
|
10.7
|
* Cliffs Natural Resources Inc. Amended and Restated 2014 Nonemployee Directors’ Compensation Plan (filed as Exhibit 10.1 to Cliffs’ Form 8-K on May 2, 2016 and incorporated herein by reference)
|
10.8
|
* Trust Agreement No. 1 (Amended and Restated effective June 1, 1997), dated June 12, 1997, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to the Cleveland-Cliffs Inc Supplemental Retirement Benefit Plan, Severance Pay Plan for Key Employees and certain executive agreements (filed as Exhibit 10.10 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.9
|
* Trust Agreement No. 1 Amendments to Exhibits, effective as of January 1, 2000, by and between Cleveland-Cliffs Inc and KeyBank National Association, as Trustee (filed as Exhibit 10.11 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.10
|
* First Amendment to Trust Agreement No. 1, effective September 10, 2002, by and between Cleveland-Cliffs Inc and KeyBank National Association, as Trustee (filed as Exhibit 10.12 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.11
|
* Second Amendment to Trust Agreement No. 1 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(y) to Cliffs’ Form 10-K for the period ended December 31, 2008 and incorporated herein by reference)
|
10.12
|
* Third Amendment to Trust Agreement No. 1 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as July 28, 2014 (filed as Exhibit 10.15 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.13
|
* Amended and Restated Trust Agreement No. 2, effective as of October 15, 2002, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to Executive Agreements and Indemnification Agreements with the Company’s Directors and certain Officers, the Company’s Severance Pay Plan for Key Employees, and the Retention Plan for Salaried Employees (filed as Exhibit 10.14 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.14
|
* Second Amendment to Amended and Restated Trust Agreement No. 2 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(aa) to Cliffs’ Form 10-K for the period ended December 31, 2008 and incorporated herein by reference)
|
10.15
|
* Third Amendment to Amended and Restated Trust Agreement No. 2 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of July 28, 2014 (filed as Exhibit 10.18 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.16
|
* Trust Agreement No. 5, dated as of October 28, 1987, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to certain deferred compensation agreements (filed as Exhibit 10.16 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.17
|
* First Amendment to Trust Agreement No. 5, dated as of May 12, 1989, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.17 to Form 10-K of Cliffs’ for the period ended December 31, 2011 and incorporated herein by reference)
|
10.18
|
* Second Amendment to Trust Agreement No. 5, dated as of April 9, 1991, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.18 to Form 10-K of Cliffs’ for the period ended December 31, 2011 and incorporated herein by reference)
|
10.19
|
* Third Amendment to Trust Agreement No. 5, dated as of March 9, 1992, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.19 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.20
|
* Fourth Amendment to Trust Agreement No. 5, dated November 18, 1994, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.20 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.21
|
* Fifth Amendment to Trust Agreement No. 5, dated May 23, 1997, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.19 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.22
|
*Sixth Amendment to Trust Agreement No. 5 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(hh) to Cliffs’ Form 10-K for the period ended December 31, 2008 and incorporated herein by reference)
|
10.23
|
*Seventh Amendment to Trust Agreement No. 5 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of July 28, 2014 (filed as Exhibit 10.26 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.24
|
* Trust Agreement No. 7, dated as of April 9, 1991, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to the Cleveland-Cliffs Inc Supplemental Retirement Benefit Plan (filed as Exhibit 10.23 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.25
|
* First Amendment to Trust Agreement No. 7, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, dated as of March 9, 1992 (filed as Exhibit 10.24 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.26
|
* Second Amendment to Trust Agreement No. 7, dated November 18, 1994, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.25 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.27
|
* Third Amendment to Trust Agreement No. 7, dated May 23, 1997, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.26 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.28
|
* Fourth Amendment to Trust Agreement No. 7, dated July 15, 1997, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.27 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.29
|
* Amendment to Exhibits to Trust Agreement No. 7, effective as of January 1, 2000, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee (filed as Exhibit 10.28 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.30
|
* Sixth Amendment to Trust Agreement No. 7 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(oo) to Cliffs’ Form 10-K for the period ended December 31, 2008 and incorporated herein by reference)
|
10.31
|
* Seventh Amendment to Trust Agreement No. 7 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of July 28, 2014 (filed as Exhibit 10.34 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.32
|
* Termination and Fifth Amendment to Trust Agreement No. 8 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of October 28, 2015 (filed as Exhibit 10.32 to Cliffs’ Form 10-K for the period ended December 31, 2015 and incorporated herein by reference)
|
10.33
|
* Termination and Third Amendment to Trust Agreement No. 9 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of October 28, 2015 (filed as Exhibit 10.33 to Cliffs’ Form 10-K for the period ended December 31, 2015 and incorporated herein by reference)
|
10.34
|
* Trust Agreement No. 10, dated as of November 20, 1996, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to the Cleveland-Cliffs Inc Nonemployee Directors’ Compensation Plan (filed as Exhibit 10.36 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.35
|
*First Amendment to Trust Agreement No. 10 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(ww) to Cliffs’ Form 10-K for the period ended February 26, 2009 and incorporated herein by reference)
|
10.36
|
* Second Amendment to Trust Agreement No. 10 between Cliffs Natural Resources Inc. (f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of July 28, 2014 (filed as Exhibit 10.45 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.37
|
* Severance Agreement and Release, by and between Terrance M. Paradie and Cliffs Natural Resources Inc., dated April 14, 2015 (filed as Exhibit 10.4 to Cliffs’ Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference)
|
10.38
|
* Severance Agreement and Release, by and between David Webb and Cliffs Natural Resources Inc., dated October 31, 2015 ((filed as Exhibit 10.38 to Cliffs’ Form 10-K for the period ended December 31, 2015 and incorporated herein by reference)
|
10.39
|
* Letter Agreement, by and between Lourenco Goncalves and Cliffs Natural Resources Inc., signed as of September 11, 2014 (filed as Exhibit 10.1 to Cliffs’ Form 8-K/A on September 16, 2014 and incorporated herein by reference)
|
10.40
|
* Cleveland-Cliffs Inc and Subsidiaries Management Performance Incentive Plan Summary, effective January 1, 2004 (filed as Exhibit 10.47 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference)
|
10.41
|
* Cliffs Natural Resources Inc. 2012 Executive Management Performance Incentive Plan effective March 13, 2012 (filed as Exhibit 10.3 to Cliffs’ Form 8-K on May 14, 2012 and incorporated herein by reference)
|
10.42
|
* Cliffs Natural Resources Inc. 2012 Incentive Equity Plan effective March 13, 2012 (filed as Exhibit 10.1 to Cliffs Form 8-K on May 14, 2012 and incorporated herein by reference)
|
10.43
|
* First Amendment to Cliffs Natural Resources Inc. 2012 Incentive Plan effective September 11, 2012 (filed as Exhibit 10.2 to Cliffs’ Form 10-Q for the period ended September 30, 2012 and incorporated herein by reference)
|
10.44
|
* Form of Cliffs Natural Resources Inc. Restricted Share Unit Award Memorandum and Restricted Share Unit Award Agreement under the 2012 Incentive Equity Plan (filed as Exhibit 10.77 to Cliffs’ Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.45
|
* Form of Cliffs Natural Resources Inc. Restricted Share Unit Award Memorandum (Graduated Vesting 50%) and Restricted Share Unit Award Agreement under the 2012 Incentive Equity Plan (filed as Exhibit 10.78 to Cliffs’ Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.46
|
* Form of Cliffs Natural Resources Inc. Restricted Share Unit Award Memorandum (Graduated Vesting 33%) and Restricted Share Unit Award Agreement under the 2012 Incentive Equity Plan (filed as Exhibit 10.79 to Cliffs’ Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.47
|
* Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan (filed as Exhibit 10.1 to Cliffs’ Form 8-K on August 4, 2014 and incorporated herein by reference)
|
10.48
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Restricted Share Unit Award Memorandum (Graduated Vesting 50% - July 2014 Grant) and Restricted Share Unit Award Agreement (filed as Exhibit 10.64 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.49
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Restricted Share Unit Award Memorandum (3-Year Vesting – July 2014 Grant) and Restricted Share Unit Award Agreement (filed as Exhibit 10.65 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.50
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Performance Share Award Memorandum (3-Year Vesting – July 2014 Grant) and Performance Share Award Agreement (filed as Exhibit 10.66 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.51
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Non-Qualified Stock Option Award Memorandum (2014 Grant) and Stock Option Award Agreement (filed as Exhibit 10.2 to Cliffs’ Form 8-K/A on September 16, 2014 and incorporated herein by reference)
|
10.52
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Performance Unit Award Memorandum (2014 Grant) and Performance Unit Award Agreement (filed as Exhibit 10.3 to Cliffs’ Form 8-K/A on September 16, 2014 and incorporated herein by reference)
|
10.53
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Non-Qualified Stock Option Award Memorandum (3-Year Vesting – January 2015 Grant) and Stock Option Award Agreement (filed as Exhibit 10.69 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.54
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Restricted Share Unit Award Memorandum (Graduated Vesting 33% - January 2015 Grant) and Restricted Share Unit Award Agreement (filed as Exhibit 10.70 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.55
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Performance Share Award Memorandum (3-Year Vesting – January 2015 Grant) and Performance Share Award Agreement (filed as Exhibit 10.71 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.56
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Restricted Share Unit Award Memorandum (Graduated Vesting 33% - February 2015 Grant) and Restricted Share Unit Award Agreement (filed as Exhibit 10.72 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.57
|
* Form of Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan Performance Share Award Memorandum (3 year Vesting – February 2015 Grant) and Restricted Share Unit Award Agreement (filed as Exhibit 10.73 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.58
|
* Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan (filed as Exhibit 10.1 to Cliffs’ Form 8-K on May 21, 2015 and incorporated herein by reference)
|
10.59
|
* Form of Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan Restricted Stock Unit Award Memorandum (Vesting on December 15, 2017) and Restricted Stock Unit Award Agreement (filed as Exhibit 10.1 to Cliffs’ Form 10-Q for the period ended September 30, 2015 and incorporated herein by reference)
|
10.60
|
* Form of Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan Cash Retention Award Memorandum (Vesting February 2017) and Cash Retention Award Agreement (filed as Exhibit 10.2 to Cliffs’ Form 10-Q for the period ended September 30, 2015 and incorporated herein by reference)
|
10.61
|
* Form of Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan Restricted Stock Unit Award Memorandum (Vesting May 2018) and Restricted Stock Unit Award Agreement (filed as Exhibit 10.61 to Cliffs’ Form 10-K for the period ended December 31, 2015 and incorporated herein by reference)
|
10.62
|
* Form of Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan Restricted Stock Unit Award Memorandum (Vesting December 31, 2018) and Restricted Stock Unit Award Agreement (filed as Exhibit 10.1 to Cliffs’ Form 10-Q for the period ended March 31, 2016 and incorporated herein by reference)
|
10.63
|
* Form of Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan Cash Incentive Award Memorandum (TSR) (Vesting December 31, 2018) and Cash Incentive Award Agreement (TSR) (filed as Exhibit 10.2 to Cliffs’ Form 10-Q for the period ended March 31, 2016 and incorporated herein by reference)
|
10.64
|
* Form of Cliffs Natural Resources Inc. 2015 Equity and Incentive Compensation Plan Cash Incentive Award Memorandum (TSR) (Vesting December 31, 2018) and Cash Incentive Award Agreement (TSR) (filed as Exhibit 10.3 to Cliffs’ Form 10-Q for the period ended March 31, 2016 and incorporated herein by reference)
|
10.65
|
* Cliffs Natural Resources Inc. Supplemental Retirement Benefit Plan (as Amended and Restated effective December 1, 2006) dated December 31, 2008 (filed as Exhibit 10(mmm) to Cliffs’ Form 10-K for the period ended December 31, 2008 and incorporated herein by reference)
|
10.66
|
* Cliffs Natural Resources Inc. 2015 Employee Stock Purchase Plan (filed as Exhibit 4.4 to Cliffs’ Registration Statement on Form S-8 on August 20, 2015 and incorporated herein by reference)
|
10.67
|
** Pellet Sale and Purchase Agreement, dated and effective as of April 10, 2002, by and among The Cleveland-Cliffs Iron Company, Cliffs Mining Company, Northshore Mining Company, Northshore Sales Company, International Steel Group Inc., ISG Cleveland Inc., and ISG Indiana Harbor Inc. (filed as Exhibit 10.84 to Cliffs’ Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.68
|
** First Amendment to Pellet Sale and Purchase Agreement, dated and effective December 16, 2004 by and among The Cleveland-Cliffs Iron Company, Cliffs Mining Company, Northshore Mining Company, Cliffs Sales Company (formerly known as Northshore Sales Company), International Steel Group Inc., ISG Cleveland Inc. and ISG Indiana Harbor (filed as Exhibit 10.85 to Cliffs’ Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.69
|
** Pellet Sale and Purchase Agreement, dated and effective as of December 31, 2002 by and among The Cleveland-Cliffs Iron Company, Cliffs Mining Company, and Ispat Inland Inc. (filed as Exhibit 10.86 to Cliffs’ Form 10-K for the period ended December 31, 2013 and incorporated herein by reference)
|
10.70
|
** 2011 Omnibus Agreement, dated as of April 8, 2011 and effective as of March 31, 2011, by and among ArcelorMittal USA LLC, as successor in interest to Ispat Inland Inc., ArcelorMittal Cleveland Inc. (formerly known as ISG Cleveland Inc.), ArcelorMittal Indiana Harbor LLC (formerly known as ISG Indiana Harbor Inc.) and Cliffs Natural Resources Inc., The Cleveland-Cliffs Iron Company, Cliffs Mining Company, Northshore Mining Company and Cliffs Sales Company (formerly known as Northshore Sales Company) (filed as Exhibit 10(a) to Cliffs’ Form 10-Q for the period ended June 30, 2011 and incorporated herein by reference)
|
10.71
|
** 2014 Extension Agreement dated as of February 24, 2014 but effective as of January 1, 2014, among ArcelorMittal USA LLC, Cliffs Natural Resources Inc., The Cleveland-Cliffs Iron Company and Cliffs Mining Company (filed as Exhibit 10.1 to Cliffs’ Form 10-Q/A filed on October 8, 2014 for the period ended March 31, 2014 and incorporated herein by reference)
|
10.72
|
** Pellet Sale and Purchase Agreement, effective as of October 31, 2016, by and among Cliffs Natural Resources Inc., The Cleveland-Cliffs Iron Company and Cliffs Mining Company and ArcelorMittal USA LLC (filed herewith)
|
10.73
|
Amended and Restated Multicurrency Credit Agreement entered into as of August 11, 2011, among Cliffs, certain foreign subsidiaries of the Company from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., PNC Capital Markets Inc. and U.S. Bank National Association, as Joint Lead Arrangers and Joint Book Managers, Fifth Third Bank and RBS Citizens, N.A., as Co-Documentation Agents, and the various institutions from time to time party thereto (filed as Exhibit 10(a) to Cliffs’ Form 8-K on August 17, 2011 and incorporated herein by reference)
|
10.74
|
Amendment No. 1, dated as of October 16, 2012 to Amended and Restated Multicurrency Credit Agreement (filed as Exhibit 10.1 to Cliffs’ Form 8-K on October 19, 2012 and incorporated herein by reference)
|
10.75
|
Amendment No. 2 to the Amended and Restated Multicurrency Credit Agreement dated as of February 8, 2013 (filed as Exhibit 10.92 to Cliffs’ Form 10-K for the period ended December 31, 2012 and incorporated herein by reference)
|
10.76
|
Amendment No. 3, dated as of June 30, 2014, to the Amended and Restated Multicurrency Credit Agreement, dated as of August 11, 2011, among Cliffs Natural Resources Inc., the foreign subsidiaries of Cliffs Natural Resources Inc. from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.1 to Cliffs’ Form 8-K on June 30, 2014 and incorporated herein by reference)
|
10.77
|
Amendment No. 4, dated as of September 9, 2014, to the Amended and Restated Multicurrency Credit Agreement, dated as of August 11, 2011, among the Company, the foreign subsidiaries of the Company from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.1 to Cliffs’ Form 8-K on September 12, 2014 and incorporated herein by reference)
|
10.78
|
Amendment No. 5, dated as of October 24, 2014, to the Amended and Restated Multicurrency Credit Agreement, dated as of August 11, 2011, among the Company, the foreign subsidiaries of the Company from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.2 to Cliffs’ Form 10-Q for the period ended on September 30, 2014 and incorporated herein by reference)
|
10.79
|
Amendment No. 6, dated as of January 22, 2015, to the Amended and Restated Multicurrency Credit Agreement, dated as of August 11, 2011, among the Company, the foreign subsidiaries of the Company from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.86 to Cliffs’ Form 10-K for the period ended December 31, 2014 and incorporated herein by reference)
|
10.80
|
Syndicated Facility Agreement, dated as of March 30, 2015, by and among Bank of America, N.A., as Administrative Agent and Australian Security Trustee, the Lenders that are Parties hereto, as the Lenders, Cliffs Natural Resources Inc., as Parent and a Borrower, and the Subsidiaries of Parent Party hereto, as Borrowers (filed as Exhibit 10.2 to Cliffs’ Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference)
|
10.81
|
First Amendment to Syndicated Facility Agreement, dated as of June 17, 2016, to that certain Syndicated Facility Agreement, dated as of March 30, 2015, by and among Bank of America, N.A., as Administrative Agent and Australian Security Trustee, the Lenders that are Parties hereto, as the Lenders, Cliffs Natural Resources Inc., as Parent and a Borrower, and the Subsidiaries of Parent Party hereto, as Borrowers (filed as Exhibit 10.3 to Cliffs’ Form 10-Q for the period ended June 30, 2016 and incorporated herein by reference)
|
|
Subsidiaries
|
21
|
Subsidiaries of the Registrant (filed as Exhibit 10.21 to Cliffs’ Form 10-K for the period ended December 31, 2015 and incorporated herein by reference)
|
|
Consents
|
23.1
|
Consent of Deloitte & Touche LLP (filed herewith)
|
23.2
|
Consent of Jones Day (included in Exhibit 5.1)
|
|
Power of attorney
|
24
|
Power of Attorney (previously filed)
|
*
|
Indicates management contract or other compensatory arrangement.
|
**
|
Confidential treatment requested and/or approved as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission.
|
***
|
Certain immaterial schedules and exhibits to this exhibit have been omitted pursuant to the provisions of Regulation S-K, Item 601(b)(2). A copy of any of the omitted schedules and exhibits will be furnished to the Securities and Exchange Commission upon request.
|
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Credit Suisse Securities (USA) LLC
Goldman, Sachs & Co.
|
|
|
|
As Representatives of the
|
|
|
several Underwriters listed
in Schedule 1 hereto
|
|
|
c/o
|
Merrill Lynch, Pierce, Fenner & Smith
One Bryant Park
New York, New York 10036
|
|
|
c/o
|
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue,
New York, New York 10010-3629
|
|
|
c/o
|
Goldman, Sachs & Co.
200 West Street,
New York, New York 10282-2198
|
CLIFFS NATURAL RESOURCES INC.
|
|
By:
|
|
|
Name:
|
|
Title:
|
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
CREDIT SUISSE SECURITIES (USA) LLC
GOLDMAN, SACHS & CO.
|
|
For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto.
|
|
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
|
|
By:
|
|
|
Name:
Title:
|
CREDIT SUISSE SECURITIES (USA) LLC
|
|
By:
|
|
|
Name:
Title:
|
GOLDMAN, SACHS & CO.
|
|
By:
|
|
|
Name:
Title:
|
Underwriter
|
Number of Shares
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
|
[•]
|
Credit Suisse Securities (USA) LLC
Goldman, Sachs & Co.
Deutsche Bank Securities Inc.
|
[•]
[•]
[•]
|
[•]
|
[•]
|
Total
|
|
1.
|
[None]
|
•
|
[Electronic (Netroadshow) road show of the Company relating to the offering of the Shares dated [•], 2016]
|
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
|
|
Credit Suisse Securities (USA) LLC
|
|
Goldman, Sachs & Co.
|
|
|
|
As Representatives of the
|
|
|
several Underwriters listed
in Schedule 1 hereto
|
|
|
c/o
|
Merrill Lynch, Pierce, Fenner & Smith
One Bryant Park
New York, New York 10036
|
|
|
c/o
|
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue,
New York, New York 10010-3629
|
|
|
c/o
|
Goldman, Sachs & Co.
200 West Street,
New York, New York 10282-2198
|
By:
|
|
|
Name:
|
|
Title:
|
Re:
|
Registration Statement on Form S-1 Filed by Cliffs Natural Resources Inc.
|
CLIFFS NATURAL RESOURCES INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933. CLIFFS NATURAL RESOURCES INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
|
1.
|
DEFINITIONS.
|
CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS
|
(i)
|
Tonnage of Cliffs Pellets equal to the AM Cleveland Annual Tonnage Requirements;
|
(ii)
|
Tonnage of Cliffs Pellets equal to the AM Indiana Harbor West Annual Tonnage Requirements; and
|
(iii)
|
Tonnage of UTAC full flux pellets (“Mustang Pellets”) equal to the AM Indiana Harbor East Annual Tonnage Requirements, ***. Both parties recognize at the time of execution UTAC has not produced Mustang Pellets. The parties agree to meet after *** months of production to discuss and review the operational capability of UTAC to produce Mustang Pellets. ***. The parties shall reduce any alteration to writing to be executed by both parties.
|
CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS
|
(iv)
|
If AM’s Minorca mine ceases to provide iron ore pellets then Cliffs and AM agree to meet and determine if there is a mutually agreeable solution for AM’s tonnage needs and that takes into consideration Cliffs’ need for timely notice to alter its mine plans. However, unless the parties mutually agree, Cliffs is not required to provide additional iron ore pellets in excess of the maximum as set forth in
Section 2(b)
.
|
(i)
|
The expected starting Cliffs Pellets inventory as of *** of such Year and the estimated ending Cliffs Pellets inventory as of *** of such Year;
|
(ii)
|
An individual Facility operating plan by month indicating the estimated pellet consumption from *** to *** of the Year in question; and
|
(iii)
|
The Tonnage of Cliffs Pellets that AM estimates it will purchase during the Year.
|
(i)
|
The actual consumption of Cliffs Pellets at the designated blast furnaces at each Facility in the previous ***;
|
(ii)
|
The planned *** consumption of Cliffs Pellets for the remaining *** in the *** and the planned consumption for the first *** of the following ***, in each case at the designated blast furnaces at each Facility; and
|
(iii)
|
The actual starting Cliffs Pellets inventory as of *** of such *** and the estimated ending Cliffs Pellets inventory as of *** of such ***.
|
CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS
|
(i)
|
For purposes of this
Section 3(f)
, “
Permanent Shutdown
” means a blast furnace will not operate to produce molten iron for a period of at least three (3) years.
|
(ii)
|
In the event of a Permanent Shutdown of *** at the *** the AM minimum purchase obligation and the Cliffs maximum supply obligation set forth in
Section 2(b)
above shall both be ***. However, Cliffs shall have the right to substitute an alternative flux pellet that has a ***, which may be delivered as an alternative pellet to another AM facility.
|
(iii)
|
In the event of a Permanent Shutdown of any blast furnace at *** or ****, the AM minimum purchase obligation and Cliffs maximum supply obligation set forth in
Section 2(b)
above shall each be *** tons for each furnace Permanently Shutdown. In the event of a Permanent Shutdown of all of the blast furnaces subject to this Agreement, then AM may transfer the Cliffs Pellets to another AM facility or affiliate following written notification to Cliffs.
|
(iv)
|
The provisions of the
Section 3(f)
take effect twelve (12) months after AM gives written notice of any planned Permanent Shutdown of any blast furnace. In the event that AM elects within twelve (12) months of its initial notification not to shut down a blast furnace that was the subject of a notice of Permanent Shutdown or restarts production at any blast furnace within twelve (12) months of a Permanent Shutdown, the annual amounts of Tonnage shall revert to the minimum amounts that would have been effective absent such reduction. Where there was a notice of Permanent Shutdown and more than twelve (12) months have passed from the notice date, but the subject blast furnace was not actually shutdown, then the parties agree to meet and determine if there is a solution for AM’s Tonnage needs that takes into consideration Cliffs’ need for timely notice to alter its mine plans. If the parties agree to a solution, then the minimum amounts that were in effect before such reduction shall be reinstated.
|
CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS
|
|
Indiana
|
|
Pellet
|
Indiana
|
|
|
Harbor
|
Cleveland
|
Fe
|
Harbor
|
Cleveland
|
|
$/gtu
|
$/gtu
|
Natural
|
$/WGT
|
$/WGT
|
Hibbing Standard
|
$***
|
$***
|
64.50
|
$***
|
$***
|
Hibbing HC
|
$***
|
$***
|
64.25
|
$***
|
$***
|
Northshore Standard
|
$***
|
$***
|
63.25
|
$***
|
$***
|
Tilden Hematite Flux
|
$***
|
$***
|
60.58
|
$***
|
$***
|
United Standard
|
$***
|
$***
|
63.67
|
$***
|
$***
|
Mustang
|
$***
|
$***
|
***
|
$***
|
$***
|
(i)
|
*** (x) the
***, which is the amount by which the annual published *** the *** the *** (“***”) *** for the Year in determination *** (*** or ***) *** the *** Year’s ***; *** (y) the ***, which is the *** Year’s ***, and *** the result obtained of (x)
*** (y) ***; and
|
(ii)
|
*** the *** determined in (i) above by the preceding Year’s Adjusted Annual Base Prices, which will then yield the price adjustment per iron unit; and
|
(iii)
|
*** the *** determined in (ii) above *** preceding Year’s Adjusted Annual Base Prices, which *** will then equal the current Year’s Adjusted Annual Base Prices.
|
(i)
|
In 2017 the *** shall be $*** per Net Ton; in 2018 the *** shall be $*** per Net Ton; and in 2019 the *** shall be $*** per Net Ton.
|
CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS
|
(ii)
|
Beginning in the year 2020, and in subsequent years, the prior year’s *** shall be adjusted by *** (x) the *** which is the amount by which the *** (series *** published by the *** for the year in determination changes (up or down) from the immediately preceding year’s *** (series *** (y) the *** which is the immediately preceding year’s *** (series *** and then *** the result obtained by (x) *** (y) ***.
|
(i)
|
The *** the *** and the *** per Net Ton in either
Section 5(a)(i)
or
Section 5(a)(ii)
above, ***
|
(ii)
|
The actual Adjusted Base Prices per Ton price for the type(s) of Pellets consumed at the Facility, with the *** of (i) and (ii) being ***
|
(iii)
|
The tonnage of each Pellet type consumed at the Facility, with the *** of (ii) and (iii) being ***. This final *** will be the *** by Cliffs to AM for the quarter.
|
(i)
|
The *** the *** and the *** per Net Ton in either
Section 5(a)(i)
or
Section 5(a)(ii)
above, ***
|
(ii)
|
The actual Adjusted Base Prices per Ton price for the type(s) of Pellets consumed at the Facility, with the *** of (i) and (ii) being ***
|
(iii)
|
The tonnage of each Pellet type consumed at the Facility, with the *** of (ii) and (iii) ***. This final *** will be the *** by AM to Cliffs for the quarter.
|
CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS
|
(i)
|
The Typical Specifications and Analysis Limits set forth in
Exhibit C
for the Mustang Pellet are transitional. Both parties understand that the Mustang Pellet is a new product and are working together to determine the Typical Specifications and Analysis Limits that are commercially reasonable for Cliffs to produce and AM to consume. Cliffs shall complete its Mustang Pellet trial period not later than ***, or such earlier dates that Cliffs provides to AM with *** months’ written notice. During such trial period the parties agree that Cliffs shall make commercially reasonable efforts to comply with the Typical Specifications and Analysis Limits in
Exhibit C
for the Mustang Pellet but shall not be subject to the price adjustment in
Exhibit C
. From *** through ***, or such earlier dates that Cliffs provides to AM with *** months’ written notice, the parties shall work together to determine what adjustments are required to produce a Mustang Pellet that is commercially reasonable for each party. On or before ***, the parties shall reduce to writing and both sign an amendment to this Agreement setting forth the mutually agreed upon Typical Specifications and Analysis Limits for the Mustang Pellets. In the event that Cliffs is unable to produce a Mustang Pellet that meets the following requirements: below *** (at the ***) while being below *** by ***, AM’s obligation to buy Mustang Pellets, and AM’s obligation to purchase the AM Indiana Harbor East Annual Tonnage Requirements under this Agreement shall be deemed void and of no further effect, and, further, AM’s Annual Requirements shall be reduced by *** Tons for the remainder of the Term, unless otherwise determined by AM in its sole discretion.
|
(i)
|
One sample split from each Lot Composite Sample to the Certified Laboratory for analysis; and
|
(ii)
|
One sample split from each Lot Composite Sample shall be retained by Cliffs for at least sixty (60) days following the vessel departure date (
“Retained Sample
”).
|
(i)
|
Cliffs shall make commercially reasonable efforts to deliver the COA from the Certified Lab to AM or the designated AM Affiliate within forty eight (48) hours after vessel departure. If the COA is not ready for distribution within forty-eight (48) hours, Cliffs will notify the designated AM contact listed in
Section 8(e)(iii)
, prepare and distribute a preliminary COA including all results available, and issue a final certificate within seventy-two (72) hours of the vessel’s departure.
|
(ii)
|
If the results from Cliffs’ Certified Laboratory and AM’s designated laboratory are significantly different, AM should notify Cliffs and may request that the Retained Sample from the cargo in question be delivered to a third-party referee laboratory. The referee laboratory shall be registered to ISO-9001 or ISO 17025 and be capable of performing chemistry and physical testing on iron ore pellets and concentrates. The selection of a referee laboratory shall be mutually agreed upon by the parties. The results of the referee laboratory shall be conclusive for purposes of this Agreement.
|
(iii)
|
Cliffs shall immediately notify all contacts listed below when, upon completion of a Certificate of Analysis, any test result does not conform to a specification limit defined in the Typical Specifications and Analysis Limits set forth in
Exhibit C
. Notifications shall be via email or telephone as indicated below. If Cliffs fails to promptly notify AM, reasonable costs, including demurrage charges or similar penalties, to the extent incurred as a result of Cliffs’ failure or delay in delivering such notice, shall be paid by Cliffs. AM may change the designated notice recipients and Ore Sourcing Manager at any time upon written notice to Cliffs.
|
If destined for AM Indiana Harbor East:
|
|
|
(1) Joe Moore
Telephone: (219) 399-8650
Email: joseph.moore@arcelormittal.com
|
|
(2) Control Room, IH-7
Telephone: (219) 399-4507
|
If destined for AM Indiana Harbor West:
|
|
|
(1) Matt Collins
Telephone: (219) 399-4779
Email: matthew.collins@arcelormittal.com
|
If destined for AM Cleveland:
|
|
|
(1) Nick Pugliese
Telephone: (216) 429-7526
Email: nick.pugliese@arcelormittal.com
|
For all AM locations, notice must also be made to the following:
|
|
|
(1) Mickala Sherwood
Telephone: (219) 399-5842
Email: Mickala.Sherwood@arcelormittal.com
|
|
(2) Email: AMUSAPurchasingContractAdministration@arcelormittal.com
|
If to any Cliffs Party
:
|
Cliffs Natural Resources Inc.
200 Public Square - Suite 3300
Cleveland, Ohio 44114
Attention: Executive Vice President, Global Iron Ore
Electronic Mail: Terrence.Mee@cliffsnr.com
|
Further, a copy of required notices (excluding notices in the ordinary course of performance) to:
|
Cliffs Natural Resources Inc.
200 Public Square - Suite 3300
Cleveland, Ohio 44114
Attention: Chief Legal Officer
Electronic Mail: James.Graham@cliffsnr.com
|
If to AM
:
|
ArcelorMittal USA LLC
3300 Dickey Road
East Chicago, IN 46312
Attention: Vice President of Procurement and Supply Chain
And a copy via email to: AMUSAPurchasing.ContractAdministration@arcelormittal.com
|
Further, a copy of required notices (excluding notices in the ordinary course of performance) to:
|
ArcelorMittal USA LLC
One South Dearborn, 19
th
Floor
Chicago, Illinois, 60603
Attention: General Counsel
And a copy via email to:
AMUSALawDepartment@arcelormittal.com
|
(i)
|
by either party, in the event of a material breach of the Agreement by the other party that is not cured pursuant to
Section 25(a)
;
|
(ii)
|
by either party in accordance with the provisions of
Section 17 (a)
; or
|
(iii)
|
(x) by AM, if any of the following shall occur with respect to any Cliffs entity that is a party to this Agreement (each Cliffs entity, a “subject party” with respect to terminations by AM) or (y) by Cliffs, if any of the following shall occur to AM (the “subject party” with respect terminations by Cliffs):
|
(1)
|
pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (a “
Bankruptcy Law
”), a subject party shall: (i) commence a voluntary case or proceeding; (ii) consent to the entry of an order for relief against it in an involuntary case; (iii) be subject to an involuntary petition for entry of an order for relief in a bankruptcy
|
(2)
|
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against a subject party in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for the subject party or substantially all of the subject party’s properties, or (iii) orders the dissolution or liquidation of the subject party, and, in each case, the order or decree is not dismissed within sixty (60) days.
|
CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS
|
ARCELORMITTAL USA LLC
|
|
CLIFFS NATURAL RESOURCES INC.
|
||
/s/ Eric C. Knorr
|
|
/s/ Terrence R. Mee
|
||
Name:
|
Eric C. Knorr
|
|
Name:
|
Terrence R. Mee
|
Title:
|
Vice President, Procurement AMUSA
|
|
Title:
|
Executive Vice President, Global Commercial
|
|
|
|
||
ARCELORMITTAL USA LLC
|
|
THE CLEVELAND-CLIFFS IRON COMPANY
|
||
/s/ Neil Kohlberg
|
|
/s/ Terrence R. Mee
|
||
Name:
|
Eric C. Knorr
|
|
Name:
|
Terrence R. Mee
|
Title:
|
Vice President, Finance, Strategy and Procurement AMUSA
|
|
Title:
|
Executive Vice President
|
|
|
|
||
|
|
CLIFFS MINING COMPANY
|
||
|
|
/s/ Terrence R. Mee
|
||
|
|
Name:
|
Terrence R. Mee
|
|
|
|
Title:
|
Executive Vice President, Global Commercial
|
CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS
|
CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS
|
CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS
|
Exhibit C.1 - Hibbing Taconite High Compression Pellet Quality Specifications
|
|||||
Parameter
|
Units
|
Typical
|
Max
|
Min
|
Quality
***
|
|
|
|
|
|
|
Moisture
|
%
|
***
|
***
|
|
***
|
Fe
|
%
|
65.90
|
|
|
Price adjustment based on Fe tons supplied.
|
SiO2
|
%
|
***
|
***
|
***
|
***
|
P
|
%
|
***
|
***
|
***
|
***
|
Mn
|
%
|
***
|
|
|
|
Alumina
|
%
|
***
|
|
|
|
CaO
|
%
|
***
|
***
|
***
|
***
|
MgO
|
%
|
***
|
***
|
***
|
***
|
C/S
|
|
|
|
|
|
M/S
|
|
|
|
|
|
Basicity
|
|
|
|
|
|
Na2O + K2O
|
%
|
***
|
***
|
|
|
|
|
|
|
|
|
% 1/4" Before Tumble
|
%
|
***
|
|
***
|
***
|
% 1/4" After Tumble
|
%
|
***
|
|
***
|
***
|
"Q" Index
|
%
|
***
|
|
|
|
|
|
|
|
|
|
CCS
|
lb/pellet
|
***
|
|
***
|
|
-300 lb
|
%
|
***
|
***
|
|
|
plus 1/2"
|
%
|
***
|
***
|
|
|
+3/8" -1/2"
|
%
|
***
|
|
***
|
|
|
|
|
|
|
|
Metallurgical
|
|
|
|
|
|
LTD
|
%
|
***
|
|
|
|
Swelling
|
%
|
***
|
|
|
|
R40
|
%/min
|
***
|
|
|
|
Contraction
|
%
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
|
|
|
|
|
1. Analyses will be performed on a cargo basis unless specified (Q) for quarterly composite analysis.
|
|||||
2. Cliffs will make every effort to keep processes centered on typical values and conform to minimum and/or maximum specifications.
|
|||||
3. ***
|
|||||
4. ***
|
|||||
|
|
|
|
|
|
Trace elements:
|
|
|
|
|
|
Cliffs will provide assay values for trace elements based on a quarterly composite analysis. Trace elements included in the quarterly report are: Zn, Cu, Cd, V, Co, Pb, B, Ti, Cr, S, Ni.
|
CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS
|
CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS
|
CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS
|
CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS
|
CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS
|