Cleveland-cliffs Inc. · NYSE:CLF

Cleveland-cliffs — Cliffs Natural Resources — Proxy Contest (March 2014)

25 slides from Cleveland-cliffs's proxy contest presentation, Mar 7, 2014

  1. Slide 1: Disclaimer

    Disclaimer THIS SITE INCLUDES NEWS AND INFORMATION, COMMENTARY, AND OTHER CONTENT RELATING TO CLIFFS NATURAL RESOURCES INC. (THE “COMPANY"), INCLUDING BY PERSONS OR ENTITIES THAT ARE NOT AFFILIATED WITH CASABLANCA CAPITAL LP, DONALD G. DRAPKIN AND DOUGLAS TAYLOR (COLLECTIVELY, “CASABLANCA") (‘THIRD

  2. Slide 2: Fix Cliffs website: press releases and letters

    ~ FFIXCLIFFS press poicases Presentation Letters Bios «SEC Flings © Media~—Contact Download the Pres: PRESS RELEASES LETTERS 03.06.2014 Casablanca Capital Nominates Slate of Six Highly Qualified 03.06.2014 Letter to Cliffs Board Directors For Election to Board of Cliffs Natural Resources

  3. Slide 3: Press releases list

    SF FIXCLIFFS = prscpacascs Presentation Letters Bios. «SEC Filings Media. Contact PRESS RELEASES 03.06.2014 Casablanca Capital Nominates Slate of Six Highly Qualified Directors For Election to Board of Cliffs Natural Resources 02.12.2014 Casablanca Capital Backs Lourenco Goncalves To Become CEO of C

  4. Slide 4: Casablanca Capital Files 13D and Sends Letter to Cliffs Natural Resources

    Casablanca Capital Files 13D and Sends Letter to Cliffs Natural Resources Outlines Recommendations To Reorganize, improve Performance And Increase Shareholder Value Urges Board to Spin Off international Assets, Double Dividend, Convert U.S. Assets to MLP and Slash Costs Believes Shares Should Be Val

  5. Slide 5: Recommended initiatives for the Board

    characteristics and barriers to entry in the Great Lakes, generate strong cash flow and enjoy long-term contracts, which provide volume and price visibility. In addition, we urge the Board to take the following initiatives: e Double the dividend (which would be paid by Cliffs USA going forward) e Co

  6. Slide 6: Bloom Lake and the case for separating international and domestic assets

    Taking management’s guidance at face value, optimizing Bloom Lake under the Cliffs umbrella will continue to be a difficult and expensive proposition: if Cliffs moves forward with the project, it estimates another $1.25 billion will be needed to complete the critical Phase II, while take-or- pay and

  7. Slide 7: Spin-off versus joint venture for Bloom Lake

    partner for any of several large-cap multinational players, who likely have little strategic interest in Cliffs’ U.S. business, but would place a premium on a pure-play seaborne iron ore company. Recently, the company raised the possibility of bringing in a joint venture partner for Bloom Lake. Like

  8. Slide 8: Double the dividend and convert U.S. assets to an MLP

    investment-grade credit metrics, could immediately support a dividend at twice Cliffs’ current payout and would continue to generate positive free cash flow. In addition, we believe the increasingly institutional MLP investor base will be attracted to an iron-ore offering. Our research indicates a s

  9. Slide 9: Optimize Cash Costs and Operating Profitability

    Optimize Cash Costs and Operating Profitability With management freed from the distraction of running a geographically disparate international portfolio, it will be better able to focus on improving operating profit at its core business (and Cliffs International’s managers will be able to do the sam

  10. Slide 10: Signatories and About Casablanca Capital LP

    Du dipA D (Gael Donald G. Drapkin Douglas Taylor Gregory S. Donat Chairman Chief Executive Officer Partner & Portfolio Manager cc: Susan M. Cunningham Janice K. Henry Barry J. Eldridge Stephen Johnson Mark E. Gaumond Richard K. Riederer Andrés R, Gluski Richard A. Ross Susan M. Green Timothy W. Sull

  11. Slide 11: Disclaimer and media contact

    as advice on the merits of any investment decision. This material does not recommend the purchase or sale of any security. Casablanca reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. Casablanca disclaims any obligation to update the information c

  12. Slide 12: Meaningful Change and Value Creation at Cliffs Natural Resources

    =r —. FA FIXCLIFFS press rcicascs Presertaion Letters Bios SEC Flings Media Fb Cifs > Investor Presentation INVESTOR PRESENTATION 03.06.2014 Meaningful Change and Value Creation at Cliffs Natural Resources CLIFFS © 2014 | important information

  13. Slide 13: Letters to Cliffs Board

    y ba — FH FIXCLIFFS press necases Presentation Letters Bios SEC Flings Media Contact LETTERS 03.06.2014 Letter to Cliffs Board A 01.27.2014 Letter to Cliffs Board CLIFFS ©2014 | important information

  14. Slide 14: Nominee bios: Lourenco Goncalves

    ya — FH FIXCLIFFS press reicases Presentation Letters. © Bios.“ SEC Flings © Media BIOS Lourenco Goncalves Mr. Goncalves served as Chairman of the Board, President and Chief Executive Officer of Metals USA Holdings Corp., a leading American manufacturer and processor of steel! and other metals, from

  15. Slide 15: Nominee bios: Robert P. Fisher, Jr.

    serving on the boards of directors in the United States and abroad. Robert P. Fisher, Jr. Mr. Fisher serves as the President and Chief Executive Officer of George F. Fisher, Inc., a private investment company that manages a portfolio of public and private investments, and has done so since 2002. Mr.

  16. Slide 16: Nominee bios: Patrice Merrin and Joseph Rutkowski

    Since January 2012, Ms. Merrin has been a director of Ontario's air ambulance service, where she chairs the Human Resources and Compensation Committee and was Chairman of the CEO Search Committee. She was a Director of the Climate Change and Emissions Management Corporation, created to support Alber

  17. Slide 17: Nominee bio: Douglas Taylor

    Douglas Taylor Mr. Taylor has served as Chief Executive Officer and Co-Chief Investment Officer of Casablanca Capital LP, a hedge fund, since he co-founded it in 2010. Prior to Casablanca, Mr. Taylor was a Managing Director at Lazard Freres & Co. LLC, a leading financial advisory and asset managemen

  18. Slide 18: SEC Filings

    FIX CLIFFS press releases Fle Ciffs > SEC Flings SEC FILINGS 02.12.2014 Casablanca 13D/A February 12, 2014 01.27.2014 Casablanca 13D ~ January 27, 2014 > CLIFFS Presentation Letters Bios SEC Filings Media Contact (©2014 | important Information

  19. Slide 19: Schedule 13D Item 4: Purpose of Transaction

    p14-0281sc13d.htm 14-0281 Cliffs 01/27/2014 09:24 PM 6 of 11 Natural Resources Inc. CUSIP No. 186831101 SCHEDULE 13D Page 6 of 11 Pages Item 4. PURPOSE OF TRANSACTION The shares of Common Stock reported in this Schedule 13D have been purchased and held for investment purposes in the ordinary course

  20. Slide 20: Schedule 13D continued

    p14-0281sc13d.htm 14-0281 Cliffs 01/27/2014 09:24 PM 7 of 11 Natural Resources Inc. CUSIP No. 186831101 SCHEDULE 13D Page 7 of 11 Pages Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, actions taken by the Board, price levels of the

  21. Slide 21: Media

    X CLIFFS press nelcases Presentation Letters Bios. © SEC Flings © Media MEDIA 02.12.2014 Mad Money http://www. cnbe. com/ video! video! video! video! video/madmoney/ video! video! video! video!madmoney.htmi ‘CNBC Video 02.12.2014 Cliffs CEO candidate would focus on U.S. market http://www. reuters, c

  22. Slide 22: Media coverage links

    01.28.2014 Fast Money: Halftime Report hhttp://www.enbe.com CNBC Video 01.28.2014 Hedge Fund Casablanca Pushes for Break Up of Iron-Ore Miner !http://online. ws].com/news/articles/SB10001424052702303277704579347 172340630870 The WallStreet Joumal Arise 01.28.2014 Hedge Fund Takes Aim At Crumbiing Cl

  23. Slide 23: Contact

    a SF FIXCLIFFS press pcicases Presentation Letiers Bios «SEC Flings. © Media.-~—Contact CONTACT Media Contacts: Sard Verbinnen & Co George Sard/Matt B 212-687-8080 Investor Contacts: Okapi Partners Bruce H. Goldfarb/Patrick McHugh/Lydia Mulyk 212-297-0720 ; > CLIFFS (©2014 | Important Information

  24. Slide 24: Important Information

    ~F-FIXCLIFFS press releases Presentation Letters Bios ~—«SECFilings © Media. Fx Ciffs > Important information IMPORTANT INFORMATION THIS SITE INCLUDES NEWS AND INFORMATION, COMMENTARY, AND OTHER CONTENT RELATING TO CLIFFS NATURAL RESOURCES INC. (THE “COMPANY"), INCLUDING BY PERSONS OR ENTITIES THAT

  25. Slide 25: Proxy solicitation participants notice

    THE PARTICIPANTS INTEND TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE *SEC") A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE PROXY SOLICITATION. ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER

Cliffs Natural Resources — Proxy Contest (March 2014) on 6ix