SECURITIES AND EXCHANGE COMMISSION	
Washington, D.C. 20549	
 	
SCHEDULE 13D/A	
 	 	
Under the Securities Exchange Act of 1934	
(Amendment No. 2)*	
 	
Cliffs Natural Resources Inc.	
(Name of Issuer)	
 	
Common Shares, par value $0.125 per share	
(Title of Class of Securities)	
 	
18683K101	
(CUSIP Number)	
 	
Casablanca Capital LP
450 Park Avenue, Suite 1403
New York, NY 10022
Attn: Douglas Taylor
(212) 759-5626
 
David E. Rosewater, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022	
(Name, Address and Telephone Number of Person	
Authorized to Receive Notices and Communications)	
 	
March 6, 2014	
(Date of Event Which Requires Filing of This Statement)	
 	
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. £
 
(Page 1 of 8 Pages)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	

CUSIP No. 18683K101
 	SCHEDULE 13D/A	Page 2 of 8 Pages	
 
1	NAME OF REPORTING PERSONS
Casablanca Capital LP	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) £
(b) S	
3	SEC USE ONLY	
4	SOURCE OF FUNDS
OO, AF (See Item 3)	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	£	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH	7	SOLE VOTING POWER
0	
	8	SHARED VOTING POWER
7,906,520	
	9	SOLE DISPOSITIVE POWER
0	
	10	SHARED DISPOSITIVE POWER
7,906,520	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,906,520	
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	£	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
5.2%	
14	TYPE OF REPORTING PERSON
IA; PN	

2 	

	

CUSIP No. 18683K101
 	SCHEDULE 13D/A	Page 3 of 8 Pages	
 
1	NAME OF REPORTING PERSONS
Donald G. Drapkin	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) £
(b) S	
3	SEC USE ONLY	
4	SOURCE OF FUNDS
OO; AF; PF (See Item 3)	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	£	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH	7	SOLE VOTING POWER
1,000	
	8	SHARED VOTING POWER
7,906,520	
	9	SOLE DISPOSITIVE POWER
1,000	
	10	SHARED DISPOSITIVE POWER
7,906,520	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,907,520	
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	£	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
5.2%	
14	TYPE OF REPORTING PERSON
IN	

3 	

	

CUSIP No. 18683K101
 	SCHEDULE 13D/A	Page 4 of 8 Pages	
 
1	NAME OF REPORTING PERSONS
Douglas Taylor	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) £
(b) S	
3	SEC USE ONLY	
4	SOURCE OF FUNDS
OO; AF (See Item 3)	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	£	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH	7	SOLE VOTING POWER
0	
	8	SHARED VOTING POWER
7,906,520	
	9	SOLE DISPOSITIVE POWER
0	
	10	SHARED DISPOSITIVE POWER
7,906,520	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,906,520	
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	£	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
5.2%	
14	TYPE OF REPORTING PERSON
IN	

4 	

	

CUSIP No. 18683K101
 	SCHEDULE 13D/A	Page 5 of 8 Pages	
 
1	NAME OF REPORTING PERSONS
Celso Lourenco Goncalves	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) £
(b) S	
3	SEC USE ONLY	
4	SOURCE OF FUNDS
PF (See Item 3)	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	£	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH	7	SOLE VOTING POWER
50,000	
	8	SHARED VOTING POWER
0	
	9	SOLE DISPOSITIVE POWER
50,000	
	10	SHARED DISPOSITIVE POWER
0	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
50,000	
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	£	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.0%	
14	TYPE OF REPORTING PERSON
IN	

5 	

	
This Amendment No. 2 (“ Amendment No. 2 ”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “ SEC ”) on January 28, 2014 (the “ Original Schedule 13D ”), Amendment No. 1 to the Original Schedule 13D, filed with the SEC on February 12, 2014 (“ Amendment No. 1 ” and together with the Original Schedule 13D and Amendment No. 2, the “ Schedule 13D ”) with respect to the shares of common stock, par value $0.125 per share (the “ Common Stock ”), of Cliffs Natural Resources Inc., an Ohio corporation (the “ Issuer ”). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 4, 6 and 7 as set forth below.
 
Item 4.	PURPOSE OF TRANSACTION	
 
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
 
On March 6, 2014, Casablanca sent a letter to representatives of the Issuer indicating Casablanca’s intention to nominate six candidates for election to the Board at the Annual Meeting (the “ March 6 Letter ”). The March 6 Letter discussed the decline of the value of the Issuer’s Common Stock by 80% since July 2011 and the Board’s role in such decline. In the March 6 Letter, Casablanca also described its strategy for creating value at the Issuer, suggesting that the Issuer (i) refocus on the core U.S. business, (ii) extract value through immediate divestiture of the Issuer’s Asia Pacific assets, (iii) address a bloated cost structure, (iv) create second-stage value through a master limited partnership transaction or otherwise, and (v) change its management and Board. Casablanca also issued a press release (the “ March 6 Press Release ”) containing the full text of the March 6 Letter. The foregoing summary of the March 6 Press Release and March 6 Letter is qualified in its entirety by reference to the full text of the March 6 Press Release, which contains the full text of the March 6 Letter, a copy of which is attached hereto as Exhibit 8 and is incorporated by reference herein.
 
Also on March 6, 2014, Casablanca posted various soliciting materials to www.FixCliffs.com (the “ Website ”), including a presentation (the “ Presentation ”) to shareholders of the Issuer setting forth in greater detail the key points addressed by the March 6 Letter. The foregoing summary of the Presentation is qualified in its entirety by reference to the full text of the Presentation, a copy of which is attached hereto as Exhibit 9 and is incorporated by reference herein.
 
In addition, Casablanca filed a preliminary proxy statement with the SEC on March 6, 2014 in connection with its intent to nominate Robert P. Fisher, Jr., Mr. Goncalves, Patrice E. Merrin, Joseph Rutkowski, Gabriel Stoliar and Mr. Taylor to the Board.
 
Item 6.	CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER	
 
Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
 
Robert P. Fisher, Jr., Patrice E. Merrin, Joseph Rutkowski and Gabriel Stoliar have each entered into a nominee agreement with Casablanca (each a “ Nominee Agreement ” and collectively, the “ Nominee Agreements ”), pursuant to which each has agreed to stand for election to the Board and to serve as a director if elected. Pursuant to the Nominee Agreements, Casablanca and its affiliates have agreed to pay the costs of soliciting proxies in connection with the Annual Meeting and indemnify such Nominees for claims arising from their role as a nominee for director. The foregoing summary of the Nominee Agreements is qualified in its entirety by reference to the full text of the Form of Nominee Agreement, a copy of which is attached as Exhibit 10 hereto and is incorporated by reference herein.
 
Other than the Nominee Agreements or as previously disclosed in the Schedule 13D as

6 	

	
previously amended, the Reporting Persons have no contracts, arrangements, understandings or relationships with any persons with respect to securities of the Issuer.
 
Item 7.	EXHIBITS	
 
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
 
Exhibit	 	Description	
8	 	Press Release, dated March 6, 2014.	
9	 	Presentation, dated March 6, 2014.	
10	 	Form of Nominee Agreement	

7 	

	
SIGNATURES
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date: March 6, 2014
 
 	CASABLANCA CAPITAL LP	 	
 	 	 	 	
 	By:	/s/ Douglas Taylor	 	
 	Name:	Douglas Taylor	 	
 	Title:	Chief Executive Officer	 	
 	 	 	 	
 	/s/ Donald G. Drapkin	 	
 	Donald G. Drapkin	 	
 	 	 	
 	/s/ Douglas Taylor	 	
 	Douglas Taylor	 	
 	 	 	
 	/s/ C. Lourenco Goncalves	 	
 	C. Lourenco Goncalves	 	

8 	

 
Casablanca Capital Nominates Slate of Six Highly Qualified Directors
For Election to Board of Cliffs Natural Resources
 
Says Majority of Incumbent Board Should Be Replaced For Failed Expansion Strategy
And 80% Decline in Shareholder Value
 
Calls for New Strategy Focused on Core U.S. Business and Reiterates Support
For Metals and Mining Veteran Lourenco Goncalves to Lead Cliffs as CEO
______________________________________________________________
NEW YORK – March 6, 2014 – Casablanca Capital LP, (“Casablanca”) the beneficial owner of approximately 5.2% of Cliffs Natural Resources Inc. (NYSE: CLF), today sent a letter to the Cliffs Board of Directors nominating six highly qualified director candidates for election to the Board at the 2014 Annual Meeting of shareholders scheduled for May 13, 2014.
 
In the letter, Casablanca highlighted Cliffs’ failed expansion strategy and loss of over 80% of the Company’s market value which has been overseen by a majority of the current 11-member Board of Directors. Casablanca also outlined its proposal for a new strategy focused on Cliffs’ core U.S. assets to restore value for shareholders and reiterated its support for 30-year metals and mining veteran Lourenco Goncalves as the right leader to assume the position of CEO of Cliffs.
 
“Casablanca is committed to fixing Cliffs and restoring its value on behalf of all shareholders,” said Donald Drapkin, Chairman of Casablanca. “We are putting forward a highly-qualified slate of independent directors, including Lourenco Goncalves, who are far better equipped than the incumbent board members to implement a new strategic direction for Cliffs and to take the steps we believe are urgently required for the Company to get back on track and realize its full potential value.”
The six Casablanca nominees are:

Nominee	Key Qualifications	
Lourenco Goncalves	·       Hired as CEO of Metals USA in February 2003; took the company private in November 2005; IPO’d the company in April 2010 and sold the company to Reliance Steel & Aluminum in April 2013
·          CEO of California Steel Industries from March 1998 to February 2003	
Rip Fisher	·          Former Goldman Sachs Managing Director, Head of Mining and Head of Canadian Corporate Finance and Investment Banking
·          Former Director of CML HealthCare Inc.	

 

Patrice Merrin	·          Director of Stillwater Mining
·          Former Chairman of CML HealthCare Inc.
·          Director of Climate Change and Emissions Management Corp.
·          Former CEO of Luscar and Executive Vice President of Sherritt International	
Joseph Rutkowski	·          Former Nucor Corporation Executive Vice President of Business Development	
Gabriel Stoliar	·          Managing Partner of Studio Investimentos, an asset management firm
·          Former Vale S.A. CFO and Executive Director of Planning and Business Development
·          Former BNDES Executive Director	
Douglas Taylor	·          CEO and Co-CIO of Casablanca Capital LP
·          Former Lazard Frères & Co and Wasserstein Perella Managing Director
·          Former Director and CFO of Sapphire Industrials	
 
Casablanca also issued a presentation summarizing its recommendations for Cliffs. The presentation can be found at www.fixcliffs.com , along with other announcements, filings and background materials related to Casablanca’s investment in Cliffs.
Cliffs has established through notices to shareholders and filings with the SEC a record date of March 13, 2014 for voting eligibility at the May 13, 2014 annual meeting.
The letter Casablanca today sent to the Cliffs Board follows:

 
March 6, 2014
 
Members of Cliffs Natural Resources, Inc. Board of Directors
In care of:
James F. Kirsch
Executive Chairman
Cliffs Natural Resources Inc.
200 Public Square, Suite 3300
Cleveland, OH 44114
 
Members of the Board:
 
We are writing to provide more information regarding our intention to nominate six highly-qualified candidates for election to the Cliffs Natural Resources Inc. (“Cliffs”) Board of Directors at the Company’s annual meeting scheduled for May 13, 2014. Funds managed by Casablanca Capital LP (“Casablanca”) own approximately 5.2% of the outstanding common stock of Cliffs, making us one of your largest shareholders.
 
Casablanca is taking these actions because you have responded to our proposals to restore value with defensive half-measures, a hastily-announced CEO appointment and analytically-flawed attacks. In fact, we believe the Company has not come close to adequately addressing its 80% destruction of value. The notion that Cliffs is operating under new leadership with a new strategy is simply not true, in our view.
 
A Majority of the Current Board Presided over an 80% Decline in Value…
 
This Board presided over Cliffs’ dangerous and failed expansion strategy and engaged in continued entrenchment tactics, in our view. Further, a majority of the Board was in place, and is responsible for the approval, execution and continued pursuit of the Bloom Lake debacle.

…and Lacks Meaningful Economic Alignment with Shareholders
 
(a) 2012 Annual Meeting: Company-sponsored proposal to allow the Board to amend bylaws without shareholder approval fails to pass.	
(b) 2013 Annual Meeting: Company-sponsored proposals to allow the Board to amend bylaws without shareholder approval and to eliminate cumulative voting both fail to pass.	
(c) Share price based on Bloomberg as of March 4, 2014.	

 
 
…and Have Demonstrated Little Faith in Cliffs Given a de Minimis Economic Interest
 
Lack of Economic Alignment with Shareholders. Based on publicly-available information, only a single director has purchased shares for cash, with the remainder simply receiving grants from the Company. The Board and top executives in the aggregate own or have an economic interest valued at less than $10 million at current prices. 1 Casablanca believes this de minimis ownership poorly aligns management and the Board with shareholder interests and contributes to the irresponsible way in which the Company approaches key strategic and financial decisions.

(a)	Per Bloomberg.	 	
(b)	Reflects 1,040, 1,290 and 1,130 shares acquired by Andres Gluski on November 5, 2013,
May 11, 2012 and August 1, 2011, respectively.	 	
 
Casablanca is Committed to Fixing Cliffs and Restoring Value
 
Casablanca is committed to restoring value on behalf of all Cliffs shareholders, and proposes the following:
 
	·	A New Strategy for Cliffs Centered on Its Core U.S. Business. We believe a domestically-focused Cliffs will be better positioned to realize its full potential value. After taking steps to address the more immediate issues of cost-cutting and dividends (among others), Cliffs should consider second-stage value-creating steps for its U.S. business, including a master limited partnership (“MLP”), an eventual sale of the Company or other initiatives.	
 
	·	A New Board and Executive Leadership. Casablanca proposes Lourenco Goncalves as Cliffs’ CEO, and today sets forth its intention to nominate six highly-qualified candidates for election to Cliffs’ Board at the 2014 annual meeting. We believe our nominees bring the fresh perspective needed to reorient the Company and develop value-maximizing strategies. Our slate of directors comprises highly-qualified professionals, with considerable strategic, operating and financial experience.	

1 Based on aggregate share ownership of 232,646 shares held by directors, 371,145 shares held by top executives, and 466,256 shares held by both groups in aggregate. Shares attributed to Mr. Kirsch (39,975) and Mr. Halverson (97,560) included in both director and top executive subtotals. Total value based on Cliffs closing stock price of $19.15 as of March 4, 2014. Top executives selected based on individuals listed under “Executive Leadership” on Company website. Share ownership per Bloomberg.

 
Casablanca’s Nominees
 
Nominee	Key Qualifications	
Lourenco Goncalves	·          Hired as CEO of Metals USA in February 2003; took the company private in November 2005; IPO’d the company in April 2010 and sold the company to Reliance Steel & Aluminum in April 2013
·          CEO of California Steel Industries from March 1998 to February 2003	
Rip Fisher	·          Former Goldman Sachs Managing Director, Head of Mining and Head of Canadian Corporate Finance and Investment Banking
·          Former Director of CML HealthCare Inc.	
Patrice Merrin	·          Director of Stillwater Mining
·          Former Chairman of CML HealthCare Inc.
·          Director of Climate Change and Emissions Management Corp.
·          Former CEO of Luscar and Executive Vice President of Sherritt International	
Joseph Rutkowski	·          Former Nucor Corporation Executive Vice President of Business Development	
Gabriel Stoliar	·          Managing Partner of Studio Investimentos, an asset management firm
·          Former Vale S.A. CFO and Executive Director of Planning and Business Development
·          Former BNDES Executive Director	
Douglas Taylor	·          CEO and Co-CIO of Casablanca Capital LP
·          Former Lazard Frères & Co and Wasserstein Perella Managing Director
·          Former Director and CFO of Sapphire Industrials	

The Board Must Be Held Accountable
 
The Board Is Responsible for the Failed Bloom Lake Acquisition. Six of the Company’s eleven directors, including the Executive Chairman, held their Board seats at the time of the $4.9 billion Consolidated Thompson transaction in which the Company acquired the Bloom Lake project in Eastern Canada, and nine of the current directors were in their seats as the Company allocated an additional $1.5 billion in capital expenditures. With the critical Phase II expansion project now “indefinitely suspended,” approximately $6.5 billion spent to date, an estimated $(14) million 2 operating loss last year and only difficult prospects ahead, we believe we are well founded in characterizing Bloom Lake as an abject failure. Casablanca believes the directors who approved the transaction, and those who oversaw the continued investment in this ill-conceived project, must be held accountable for their poor judgment and should not continue to serve on Cliffs’ Board.

2 Based on $111 million gross margin, less $125 million for estimated railroad take-or-pay obligations and volume penalties.

 
The Bloom Lake Acquisition Is Part of a Broader ~$9 Billion Value-Destroying Diversification Strategy, for which Members of the Board Are Responsible. The transactions below, which all appear to have lost money, were part of the Board’s spending spree:
 
 	Estimated Investment	 	Sitting Directors
Responsible for Approving:	
Project		Project Status	Acquisition	Further Investment	
Chromite 3	$500 million	Suspended in 2Q 2013	5 / 6	8	
Coal 4	$1.23 billion	Estimated 2014 breakeven	6	10	
Amapa 5	$500 million	Divested for “nominal” amount in 3Q 2013	3	8	
Wabush 6	$285 million	Idled in 1Q 2014	5	10	
 
These acquisitions, together with the Consolidated Thompson transaction, were approved or endorsed through further investment by a majority of the current Board and account for an estimated $9 billion in value destruction over the past eight years, totaling 1.4x the Company’s enterprise value and over 2.5x its equity value. Casablanca believes this demonstrates a pattern of continued mismanagement at the Board level, and that the directors responsible for these steps should not continue to hold their seats.
 
This Board Has Repeatedly Engaged in What We Consider To Be Entrenchment Tactics. In addition to persisting in a failed expansion and diversification strategy, the Board has on numerous occasions attempted to further entrench itself:
 
	·	Repeated Attempts to Strip Shareholders of Important Rights. For two years in a row, Cliffs has introduced proposals seeking to strip shareholders of their rights to approve all changes to Board bylaws (failing to gain approval on both occasions). Last year, the Company introduced a proposal to strip shareholders of their right to cumulate votes for directors in annual elections (which also failed to gain approval). Casablanca believes that shareholders’ rejection of these proposals reflects their concerns about this Board and its intentions.	

3 Five of the current directors were on the Board at the time of the $154 million Chromite Ontario transaction (11/23/09) and 6 were on the Board at the time of the $78 million Chromite Far North transaction (5/25/10). $500 million estimated total investment includes ~$70 million per year for feasibility and assessment studies, over 3 years.
4 Based on $757 million acquisition of West Virginia Coal (7/6/10) plus ~$470 million cumulative capex between 2010 and 2013. Excludes impact of Sonoma Coal (acquired for $140 million (1/9/07), divested for $141 million (7/10/12)). 2014 breakeven assumption based on midpoint of Company guidance of $85 – $90 expected revenues/ton and $85 – $90 expected cash costs/ton.
5 Based on $498.6 million book value and accounted for under the equity method as of 12/31/11.
6 Based on $103 million purchase price (initial stake acquired (1/1/97) for $15 million and remaining interest acquired (10/9/09) for $88 million), plus Casablanca-estimated $80 million cumulative capex, plus Company-announced $100 million idling costs. Cumulative capex estimated based on difference between $183 million asset impairment charge incurred in Q4 2013 and $103 million purchase price.

 

	·	Unusual Change in Control Provisions in Employment Agreements. Cliffs recently disclosed that its employee severance agreements include change in control payments to employees that are triggered if the current directors cease to be a majority on the Board. 7 Importantly, this provision gives rise to payments if the new directors assume office as a result of an actual or threatened proxy contest— even if the current directors approve the new Board members. We believe this provision is an inappropriate and unreasonable entrenchment device that benefits senior executives at the expense of shareholders.	
 
	·	Rushed and Defensive CEO Appointment. Just one day after Casablanca announced its support for Lourenco Goncalves to fill Cliffs’ vacant CEO seat, the Board rushed Mr. Halverson into the CEO role after months of failing to appoint a CEO. We do not believe this timing was a coincidence, particularly when the Board had stated that Mr. Halverson needed “the opportunity to build a deep understanding of the business at an operating level before assuming the CEO leadership position.” 8 Mr. Halverson has no experience in leading a public company or in ferrous metals. We believe the hasty manner in which Mr. Halverson was appointed to the CEO position represents a defensive reaction by the Board and a poor exercise of its fiduciary duties.	
 
Questionable Reporting Relationship between CEO and Chairman. It appears that Mr. Halverson continues to report directly to the Executive Chairman. We believe this creates serious questions about who, in fact, is at the helm of Cliffs and why Mr. Kirsch remains Executive Chairman now that a CEO has been named. 9 The Company, at this critical juncture, cannot afford obfuscated leadership, in our view.
 
Executive Chairman Has a Poor Track Record. We question Mr. Kirsch’s qualifications as Executive Chairman, given the 86% loss of value suffered by shareholders of Ferro Corp during his tenure as CEO from 2005 to 2012, and the fact that Ferro’s share price recovered most of these losses soon after Mr. Kirsch’s departure from that company. 10 Cliffs cannot, in our view, afford an Executive Chairman that oversaw such an extensive loss of value.

7 Based on review of form of Change in Control Severance Agreement filed as exhibit to the Company’s Form 10-K dated February 14, 2014.
8 Company press release dated October 25, 2013.
9 Since Mr. Halverson's appointment as CEO, Cliffs has failed to publicly disclose the current reporting scheme of the Company's management. Prior to the appointment, Cliffs disclosed that Mr. Halverson was to report to Mr. Kirsch; however, the Company's presentation filed with the SEC on February 21, 2014 does not include Mr. Kirsch in its organizational chart setting forth Cliffs' management team.
10 Ferro’s stock sunk from its price of $19.52 on November 29, 2005 (the date Kirsch joined Ferro) to $2.64 on November 13, 2012 (the date Kirsch resigned as CEO of Ferro)—a decline of approximately 86%. Ferro’s stock had recovered to $13.55 as of March 4, 2014, a 413% rally since Kirsch’s resignation.

 
 
Cliffs Does Not Have a New Strategy
 
Despite Cliffs’ assertions around its “new strategic direction,” Casablanca sees only variations on what it considers to be the same failed strategy of international expansion and diversification.
 
Set to Continue with a Failed Expansion Strategy. Approximately three weeks ago, Cliffs reiterated its “ability to gain scale and diversify our geographic footprint” as a key component of its overall strategy. 11 On Cliffs’ February 14, 2014 earnings call, Mr. Halverson, while discussing Asia Pacific’s mine life beyond 2020, stated that Cliffs is “looking at adjacent properties in the neighborhood” and “there's more to be added there.” 12 In fact, Cliffs’ website highlights expansion and diversification as core tenets of the Company’s strategy, despite the extraordinary costs incurred pursuing this very strategy.
 
Kick the Can(ada). Idling the Bloom Lake expansion was in Casablanca’s view an obvious step that should have been taken long ago. As management acknowledges, however, this is only a temporary measure, and we do not accept an indefinite suspension as evidence of a new strategy. Beyond this preliminary step, Cliffs has only offered what we consider to be a vague outline for a permanent solution. We remain concerned that its preferred solution of a joint venture (or sale) transaction will be difficult to execute in a reasonable time frame and on reasonable terms. If these efforts fail, Cliffs intends to shut down Bloom Lake altogether—a move that, in our view, would permanently extinguish any hope of recouping the approximately $6.5 billion (and growing) cost of Bloom Lake. Similarly, the Company’s decisions to stop pursing the costly chromite project and to idle the loss-making Wabush mine underscore the Board’s multi-billion dollar mistakes.
 
Asia Pacific: Not Enough to Anchor an International Strategy. With Bloom Lake on indefinite hold, Wabush idled, the chromite project suspended and Amapa divested, Cliffs’ international portfolio has been reduced to its Asia Pacific asset. Management has indicated it expects this asset to reach the end of its productive life between 2020 and 2021. Given its location on the other side of the globe and its expected life, we believe the Asia Pacific asset alone is insufficient to anchor a continuing international strategy.

Managing Capital to Fund Expansion Efforts
 
Hoarding Cash. Cliffs has aligned its capital allocation policy with its expansion strategy, announcing its intention to retain cash on the balance sheet—a step it characterized as “reducing net debt,” but that Casablanca believes merely constitutes hoarding cash. With no immediate significant debt maturities, 13 Company-projected year-end 2014 cash balances of approximately $600 million and access to the undrawn $1.75 billion revolver, Cliffs appears to be saving up for the next “opportunity.”

11 See Cliffs Form 10K filed February 14, 2014 for the period ending December 31, 2013 (“Strategy” section).
12 Cliffs earnings conference call on February 14, 2014.
13 The Company’s first bond maturity, for $497 million, won’t occur until 2018, and the lion’s share of its bonds don’t mature until 2020-2021 ($1,059 and $699 million, respectively), per Bloomberg. Debt maturities exclude $1.75 billion revolving credit facility (since it is undrawn) and recently-announced equipment financing of $103 million, which Casablanca assumes will amortize over the life of the financing.

 
Beyond the Current Dividend, No Return of Capital for Shareholders. Last year, the Board cut the dividend by 76% to “improve the future cash flows available for investment in the Phase II expansion at Bloom Lake, as well as to preserve our investment-grade credit ratings.” Yet, with Bloom Lake now on indefinite hold and an improved financial profile, Cliffs has not indicated any intention to increase distributions to shareholders.

Casablanca Proposes a New Strategy Focused on Cliffs’ Core U.S. Assets
 
We believe Cliffs should refocus on its core U.S. operations, cement customer relationships, position itself to capitalize on domestic growth opportunities, accelerate cost cuts and return additional capital to shareholders. Cliffs’ assets have strategic value and, under the right management, warrant a valuation far in excess of what the market accords them today, in our view.
 
Refocus on Core U.S. Business. We continue to believe that Cliffs’ U.S. assets remain its greatest opportunity. Cliffs has close to 60% of the iron ore production capacity in the geographically-protected Great Lakes region and is the largest iron ore producer in the United States. At current production rates, its proven reserves offer over 40 years of mine life. According to our analysis, these assets should continue to operate profitably, even in a depressed commodity pricing environment. Cliffs needs to better emphasize this dominant position, both strategically and financially, and minimize commodity price exposure to highlight value.
 
Extract Value through Immediate Divestiture of Asia Pacific . Since Casablanca publicly announced its position in Cliffs, we have received a number of unsolicited expressions of interest in the Asia Pacific assets. Accordingly, we believe these assets should command an attractive valuation if sold—an alternative transaction to a spin-off that achieves most of the same objectives and dovetails with Cliffs’ announcement to suspend the Bloom Lake expansion. Proceeds from the sale of Asia Pacific could finance remaining obligations at Bloom Lake, debt reduction and return of capital to shareholders. Given the remaining life of these assets, we believe Cliffs must act immediately to capture this strategic value. While we previously proposed a spin-off of the international assets, a separation between Cliffs’ core business and the international businesses, by any mechanism, was and continues to be our ultimate objective.
 
Address Bloated Cost Structure. Cliffs must reduce its cost structure far more aggressively, as its proposed cuts are insufficient given an oversized corporate infrastructure, and cash costs remain too high, in our opinion. We expect, with a more narrowly-focused company, management will be better able to concentrate on further reducing SG&A expenses and improving operating margins.
 
Return More Capital to Shareholders. With the international assets divested, commodity price exposure greatly reduced, and costs addressed, we believe a de-risked and more profitable Cliffs will have ample capacity to return more capital without eroding credit metrics. A commitment to return capital will, in our view, instill financial discipline, clearly communicate priorities and better position Cliffs to realize its full potential value.

 
Second-Stage Value Creation—by MLP, Sale or Otherwise . Casablanca has conducted significant research with both MLP capital markets bankers and investors, and continues to believe the transaction can be executed successfully. We also believe Cliffs, after taking the steps outlined above, could potentially realize an attractive valuation in a sale of the Company, as it is the only pure-play iron ore miner of this scale to offer strategic access to the U.S. market. However, we are ultimately indifferent as to whether an MLP, sale or other mechanism is utilized to realize Cliffs’ potential value.

Casablanca Proposes Leadership Changes to Cliffs Executive Ranks and Board
 
Casablanca Believes New Leadership Is Required. We are putting forward a new slate of directors that, together with Lourenco Goncalves as CEO, will be better equipped, in our view, to implement a new strategic direction for Cliffs and to take the steps required for it to realize its full value potential.
 
Lourenco Goncalves Is a Proven Value Creator. As previously announced, we are proposing that Lourenco Goncalves lead Cliffs. A 30-year veteran of the metals and mining industry, Mr. Goncalves is a proven value creator who brings deep experience with companies in the ferrous value chain and has both the strategic and operational skills needed to effect urgent change and restore the fundamental value of Cliffs.
 
Casablanca’s Board Candidates Are Well Qualified to Oversee the Restoration of Value . Cliffs requires a fresh perspective, independent thinking, and analytical rigor—traits that we believe the incumbent Board lacks. Casablanca has nominated six highly-qualified directors whose experience should immediately add value to a Board that in our view is entrenched and unaccountable.

Conclusion
 
As a significant shareholder, we are troubled by the value destruction that has occurred under the current Board’s watch and firmly believe the status quo is unacceptable—shareholders have suffered enough. Cliffs desperately needs a new strategy and leadership with a fresh perspective. We are confident that substantial shareholder representation among a group of highly-qualified, independent directors on Cliffs’ Board and a new CEO are critical components of any solution. We firmly believe Casablanca’s slate of nominees is overwhelmingly qualified and offers a superior alternative to the incumbent directors up for reelection at the 2014 annual meeting.
 
Very truly yours,
 
/s/	/s/	/s/	
Donald G. Drapkin
Chairman	Douglas Taylor
Chief Executive Officer	Gregory S. Donat
Partner & Portfolio Manager	

 
About Casablanca Capital LP
Casablanca Capital is an Event Driven and Activist investment manager based in New York, founded in 2010 by Donald G. Drapkin and Douglas Taylor. Casablanca invests in high quality but underperforming public companies that have multiple levers to unlock shareholder value. The firm seeks to engage with the management, boards, and shareholders of those companies in a constructive dialogue in order to enhance shareholder value through improved operational efficiencies, strategic divestitures, capital structure optimization and increased corporate focus. In 2011, Casablanca successfully initiated a campaign at Mentor Graphics Corporation to improve profitability and enhance value at the company, working with shareholders to elect three nominees to Mentor’s Board.
 
Cautionary Statement Regarding Opinions and Forward-Looking Statements
Certain information contained herein constitutes “forward-looking statements” with respect to Cliffs Natural Resources Inc. ("Cliffs"), which can be identified by the use of forward-looking terminology such as “may,” “will,” “seek,” “should,” "could," “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Such statements are not guarantees of future performance or activities. Due to various risks, uncertainties and assumptions, actual events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements. The opinions of Casablanca Capital LP ("Casablanca") are for general informational purposes only and do not have regard to the specific investment objective, financial situation, suitability or particular need of any specific person, and should not be taken 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 contained herein. Casablanca and/or one or more of the investment funds it manages may purchase additional Cliffs shares or sell all or a portion of their shares or trade in securities relating to such shares.
# # #
Media Contacts:
Sard Verbinnen & Co
George Sard/Matt Benson
212-687-8080
 
Investor Contacts:
Okapi Partners
Bruce H. Goldfarb/Patrick McHugh/Lydia Mulyk
212-297-0720

 
CASABLANCA CAPITAL LP, DONALD G. DRAPKIN AND DOUGLAS TAYLOR (COLLECTIVELY, “CASABLANCA") 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 SOLICITATION OF PROXIES FROM STOCKHOLDERS OF CLIFFS NATURAL RESOURCES INC. (THE "COMPANY") IN CONNECTION WITH THE COMPANY'S 2014 ANNUAL MEETING OF STOCKHOLDERS. ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CASABLANCA, ROBERT P. FISHER, JR., CELSO LOURENCO GONCALVES, PATRICE E. MERRIN, JOSEPH RUTKOWSKI AND GABRIEL STOLIAR (COLLECTIVELY, THE "PARTICIPANTS"), WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. WHEN COMPLETED, THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE COMPANY'S STOCKHOLDERS AND ARE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, OKAPI PARTNERS LLC, CASABLANCA'S PROXY SOLICITOR, WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD WITHOUT CHARGE UPON REQUEST BY CALLING (212) 297-0720 OR TOLL-FREE AT (877) 274-8654.
 
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS WILL BE CONTAINED IN THE PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A TO BE FILED BY CASABLANCA WITH THE SEC ON MARCH 6, 2014. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.

 

Exhibit 99.9

MEANINGFUL CHANGE NEEDED FOR VALUE CREATION AT CLIFFS NATURAL RESOURCES March 6, 2014

 	

Disclaimer 1 This presentation with respect to Cliffs Natural Resources, Inc. ("Cliffs" or the "Company") is for general informational pur pos es only. It does not have regard to the specific investment objective, financial situation, suitability or particular need of any specific person who may receive thi s p resentation, and should not be taken as advice on the merits of any investment decision. The views expressed herein represent the opinions of Casablanca Capital LP ( "Ca sablanca"), and are based on publicly available information and Casablanca analyses. Certain financial information and data used herein have been derived or obtained from filings made with the SEC by the Company or other companies considered comparable, and from other third party reports. Casablanca has not sough t o r obtained consent from any third party to use any statements or information indicated herein. Any such statements or information should not be viewed as in dicating the support of such third party for the views expressed herein. No representation or warranty is made that data or information, whether derived or obta ine d from filings made with the SEC or from any third party, are accurate. There is no assurance or guarantee with respect to the prices at which any securities of the Company will trade, and such sec uri ties may not trade at prices that may be implied herein. The estimates, projections, pro forma information and potential impact of Casablanca's action plan set for th herein are based on assumptions that Casablanca believes to be reasonable, but there can be no assurance or guarantee that actual results or performance of the Co mpa ny will not differ, and such differences may be material. This presentation does not recommend the purchase or sale of any security. Casablanca reserves t he right to change any of its opinions expressed herein at any time as it deems appropriate. Casablanca disclaims any obligation to update the information contained he rein. Under no circumstances is this presentation to be used or considered as an offer to sell or a solicitation of an offer to buy an y security. Private investment funds advised by Casablanca currently hold shares of the Company's common stock. Casablanca manages investment funds that are in th e b usiness of trading – buying and selling – public securities. It is possible that there will be developments in the future that cause Casablanca and/or one o r more of the investment funds it manages, from time to time (in open market or privately negotiated transactions or otherwise), to sell all or a portion of th eir shares (including via short sales), buy additional shares or trade in options, puts, calls or other derivative instruments relating to such shares. Casablanca and su ch investment funds also reserve the right to take any actions with respect to their investments in the Company as they may deem appropriate. CASABLANCA CAPITAL LP, DONALD G. DRAPKIN AND DOUGLAS TAYLOR (COLLECTIVELY, “CASABLANCA") INTEND TO FILE WITH THE SECURITIES A ND EXCHANGE COMMISSION (THE “SEC”) A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE SOL ICI TATION OF PROXIES FROM STOCKHOLDERS OF CLIFFS NATURAL RESOURCES INC. (THE "COMPANY") IN CONNECTION WITH THE COMPANY'S 2014 ANNUAL MEETI NG OF STOCKHOLDERS. ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CASABLANCA, ROBERT P. FISHER, JR., CELSO LOURENCO GONCALVES, PATRICE E. MERRIN, JOSEPH RUTKOWSKI A ND GABRIEL STOLIAR (COLLECTIVELY, THE "PARTICIPANTS"), WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING AD DIT IONAL INFORMATION RELATED TO THE PARTICIPANTS. WHEN COMPLETED, THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE COMPANY'S STOCKHOLDERS AND ARE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP :// WWW.SEC.GOV. IN ADDITION, OKAPI PARTNERS LLC, CASABLANCA'S PROXY SOLICITOR, WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCO MPA NYING PROXY CARD WITHOUT CHARGE UPON REQUEST BY CALLING (212) 297 - 0720 OR TOLL - FREE AT (877) 274 - 8654 . INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS ARE CONTAINED IN THE PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A FILED BY CASABLANCA WITH THE SEC ON MARCH 6, 2014. THIS DOCUMENT CAN BE OBTAINED FREE OF CHAR GE FROM THE SOURCES INDICATED ABOVE.

 	

Overview 2 Executive Summary • Casablanca is nominating six highly - qualified candidates for election to Cliffs’ Board at the annual meeting scheduled for May 13, 2014 • Funds managed by Casablanca own approximately 5.2% of Cliffs , making us one of its largest shareholders • Casablanca is committed to fixing Cliffs after an 80% loss of value • New strategy centered on Cliffs’ core U.S. business • Domestically - focused Cliffs would be better positioned to realize full potential value • First Stage: drive cost - cutting, increase return of capital and sell Asia Pacific • Second Stage: explore MLP, sale or other value - enhancing initiatives • New executive leadership and Board • Lourenco Goncalves as Cliffs’ CEO • Six highly - qualified Board candidates • All are independent of the Company • All (other than Douglas Taylor) are independent of Casablanca

 	

Overview 3 Casablanca Director Nominees Nominee Key Qualifications Lourenco Goncalves  Hired as CEO of Metals USA in February 2003; took the company private in November 2005; IPO’d the company in April 2010 and sold the company to Reliance Steel & Aluminum in April 2013  CEO of California Steel Industries from March 1998 to February 2003 Rip Fisher  Former Goldman Sachs Managing Director, Head of Mining and Head of Canadian Corporate Finance and Investment Banking  Former Director of CML HealthCare Inc. Patrice Merrin  Director of Stillwater Mining  Former Chairman of CML HealthCare Inc.  Director of Climate Change and Emissions Management Corp.  Former CEO of Luscar and Executive Vice President of Sherritt International Joseph Rutkowski  Former Nucor Corporation Executive Vice President of Business Development Gabriel Stoliar  Managing Partner of Studio Investimentos, an asset management firm  Former Vale S.A. CFO and Executive Director of Planning & Business Development  Former BNDES Executive Director Douglas Taylor  CEO and Co - CIO of Casablanca Capital LP  Former Lazard Frères & Co and Wasserstein Perella Managing Director  Former Director and CFO of Sapphire Industrials

 	

Overview 4 Majority of Current Board Presided over an 80% Decline in Value… [ a] 2012 Annual Meeting: Company sponsored proposal to allow the Board to amend bylaws without shareholder approval, failed to pass. [ b] 2013 Annual Meeting: Company sponsored proposals to allow the Board to amend bylaws without shareholder approval and to eliminate cumulative voting, both failed to pass. [c ] Reflects closing price on March 4, 2014. Price $101.43 0.00 20.00 40.00 60.00 80.00 100.00 $120.00 1/16/11 5/23/11 9/27/11 2/1/12 6/7/12 10/12/12 2/16/13 6/23/13 10/28/13 3/4/14 $19.15 (c) Jan '11: Announced acquisition of Bloom Lake Shareholders reject Board entrenchment proposals (a), (b) High 1/11/11 ~80 % Loss in Value

 	

Economic Exposure of Board (a) Shares Shares Purchased Granted for Cash Executive Chairman 39,975 0 CEO 97,560 0 Other Board Members (Aggregate) 91,651 3,460 Total 229,186 3,460 Lourenco Goncalves 50,000 Casablanca          7,906,520 Overview 5 …and Demonstrated Little Faith in Cliffs, Given de Minimis Economic Interest [a ] Per Bloomberg. [b ] Reflects 1,040, 1,290 and 1,130 shares acquired by Andres Gluski on November 5, 2013, May 11, 2012 and August 1, 2011, respec ti vely. ( b )

 	

Overview 6 Underperforming Benchmarks Note : CLF stock price change calculated using closing price beginning on January 3, 2011 and ending on March 4, 2013. [ a] Reflects S&P Metals & Mining ETF. - 20 40 60 80 100 120 140 160 1/9/11 5/4/11 8/27/11 12/20/11 4/13/12 8/6/12 11/29/12 3/24/13 7/17/13 11/9/13 3/4/14 CLF S&P 500 XME Iron Ore + 47% (32%) (40%) (77%) XME (a) Iron Ore S&P 500 CLF 1/1/11 Stock Price Since January 1, 2011

 	

Corporate Governance 7

 	

Corporate Governance 8 Majority of Existing Board Is Responsible for Failed Bloom Lake Acquisition The directors who approved the transaction, and those who permitted additional investment, should not continue to serve on the Cliffs Board Directors Cliffs Director Since Richard K. Riederer 2002 Susan M. Cunningham 2005 Barry J. Eldridge 2005 Susan M. Green 2007 Janice K. Henry 2009 James Kirsch 2010 Andrés R. Gluski 2011 Timothy W. Sullivan 2013 Mark E. Gaumond 2013 Gary B. Halverson 2013 Stephen Johnson 2013 6 of 11 current directors approved the Consolidated Thompson/ Bloom Lake transaction ($4.9 billion) [ ] of 11 approved subsequent investment in Bloom Lake (additional ~$1.5 billion) 9 of 11 approved subsequent investment in Bloom Lake (additional ~$ 1.5 billion)

 	

Sitting Directors Est. Aggregate Responsible for Approving: Amount Invested Further Project ($ millions) Project Status Acquisition Investment Chromite (a) $500 Suspended in 2Q 2013 5 / 6 8 Coal (b) 1,230 Expected breakeven in 2014 6 10 Amapá (c) 500 Divested for “nominal” amount in 3Q 2013 3 8 Wabush (d) 285 Idled 1Q 2014 5 10 Subtotal: $2,515 Plus: Bloom Lake 6,400 Total $8,915 Corporate Governance 9 Bloom Lake Is Part of a ~$9 billion Value - Destroying Diversification Strategy [ a] Five of the current directors were on the Board at the time of the $154 million Chromite Ontario transaction (11/23/09) and 6 w ere on the Board at the time of the $ 78 million Chromite Far North transaction (5/25/10). $500 million estimated total investment includes ~$70 million per year for feasibility and assessment studies, over 3 years. [ b] Based on $757 million acquisition of West Virginia Coal (7/6/10) plus ~$470 million cumulative capex between 2010 and 2013. Ex cludes impact of Sonoma Coal (acquired for $140 million (1/9/07), divested for $141 million (7/10/12)). 2014 breakeven assumption based on midpoint of Co mpa ny guidance of $85 – $90 expected revenues/ton and $85 – $90 expected cash costs/ton. [ c] Based on $ 498.6 million book value and accounted for under the equity method as of 12/31/11. [d ] Based on $103 million purchase price (initial stake acquired (1/1/97) for $15 million and remaining interest acquired (10/9/0 9) for $88 million), plus Casablanca - estimated $80 million cumulative capex, plus Company - announced $100 million idling costs . Cumulative capex estimated based on difference between $183 million asset impairment charge incurred in Q4 2013 and $103 million cumulative purchase price . Most of the current Board oversaw these investments We believe these transactions demonstrate a consistent pattern of poor Board oversight and judgment

 	

Corporate Governance 10 Board Has Repeatedly Engaged in Entrenchment Tactics Annual Meeting Company - Sponsored Proposals to Strip Shareholders of Important Rights Result 2012 Remove shareholder right to approve bylaw amendments Failed 2013 Remove shareholder right to approve bylaw amendments Failed Eliminate cumulative voting Failed [ ] of 11 approved subsequent investment in Bloom Lake (additional ~$1.5 billion) How, after an 80% loss in value, does the Board justify these proposals?

 	

Corporate Governance 11 Board Has Repeatedly Engaged in Entrenchment Tactics (cont’d) Summary Actual Language “Change in Control” triggered if Incumbent Board is replaced… “‘Change in Control’ means: … (ii) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board;… …unless the Incumbent Board approves incoming Board members… “…provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board,… ...but activists’ nominees don’t count, even if the Board approves them “…but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board” Unusual, in Casablanca’s view, and just added this year Why should newly - installed management be paid a premium when shareholders have suffered an 80% loss?

 	

Corporate Governance 12 Hurried and Defensive CEO Appointment The rushed manner in which Mr. Halverson was appointed to the CEO position represents a poor exercise of the Board’s fiduciary duties [ a] Announced October 25, 2013. Mr. Halverson assumed the President and COO position effective November 18, 2013. One day later, Board deems Halverson ready to become CEO Casablanca’s Interpretation: Halverson needed on - the - job training before assuming the CEO spot February January December November November 18 Halverson appointed President and COO “to build a deep understanding of the business at an operating level before assuming the CEO leadership position” (a) January 27 Casablanca Letter detailing proposals to enhance value February 12 Casablanca proposes Lourenco Goncalves as CEO of Cliffs February 13 One day later, Cliffs announces Halverson as CEO

 	

Corporate Governance 13 Who is Running Cliffs ? Cliffs cannot afford obfuscated leadership and needs a proven leader to take decisive action Casablanca’s Interpretation Date Event Comments Senior - Most Executive July 9, 2013  Company announces CEO Carrabba’s pending retirement  Kirsch named Non - Executive Chairman  Office of the Chairman formed to “facilitate smooth transition”  Lame duck CEO  Cliffs run by committee headed by Kirsch Kirsch Nov. 15, 2013  CEO Carrabba formally retires Nov. 18, 2013  Kirsch becomes Executive Chairman  Halverson joins as COO and President  Halverson reports to Kirsch  Kirsch is lead executive  Halverson starts on - the - job CEO training Kirsch Feb. 12, 2014  Casablanca proposes Goncalves as CEO Feb 13, 2014  Board appoints Halverson as CEO  Rushed and defensive reaction  Halverson reports to Kirsch Kirsch Feb 21, 2014  Kirsch to remain Executive Chairman through 2014  Halverson’s on - the - job CEO training continues? Kirsch

 	

0.00 5.00 10.00 15.00 20.00 25.00 $30.00 3/4/04 3/4/06 3/4/08 3/4/10 3/4/12 3/4/14 Corporate Governance 14 James Kirsch Presided over 86% Value Destruction at Ferro [ ] of 11 approved subsequent investment in Bloom Lake (additional ~$1.5 billion) $ 13.55 +413% Oct 2004: Kirsch joins Ferro Corp as President and COO Nov 2012: James Kirsch resigns from Ferro Corp as President, Chairman and CEO $2.64 (86%) Cliffs cannot afford to have an Executive Chairman who presided over an 86% destruction of value As CEO, Kirsch oversaw an ~86% loss of value at Ferro, which rebounded +400% after his departure Ferro Corp Share Price Performance Nov 2005: Kirsch named CEO

 	

Corporate Governance 15 Lack of Economic Alignment with Shareholders (a) [ a] Based on aggregate share ownership of 232,646 shares held by directors and 371,145 shares top executives, and 137,535 shares held by both groups in aggregate. Shares attributed to Mr. Kirsch (39,975) and Mr. Halverson (97,560) included in both director and top executive subtotals. Total value based on Cliffs closing stock price of $19.15 as of March 4, 2014. Top executives based on individuals listed under “Executive Leadership” on Company website. Share ownership per Bloomberg. Percentages based on 153,087,255 common shares outstanding as of February 10, 2014, per Company 10 - K dated February 14, 2014. Less than $10 million in aggregate (0.3%) exposure of entire Board and executive leadership Board of Directors Insiders Name Common Stock Ownership % Out. Gary B Halverson 97,560 0.06% James F Kirsch 39,975 0.03% Barry J Eldridge 23,882 0.02% Susan M Cunningham 20,232 0.01% Andres Ricardo Gluski Weil 12,049 0.01% Susan Miranda Green 11,628 0.01% Janice K Henry 11,201 0.01% Timothy W Sullivan 5,823 0.00% Mark E Gaumond 5,047 0.00% Stephen M Johnson 2,728 0.00% Richard K Riederer 2,521 0.00% Total Board of Directors 232,646 0.15% Executive Leadership Name Common Stock Ownership % Out. Gary B Halverson 97,560 0.06% P Kelly Tompkins 69,415 0.05% William C Boor 68,827 0.04% James F Kirsch 39,975 0.03% Terrance M Paradie 30,134 0.02% Clifford T Smith 37,685 0.02% David L Webb 17,268 0.01% Terry G Fedor 10,281 0.01% Total Executives 371,145 0.24% Total Board + Executives 466,256 0.30%

 	

Our Concerns about Cliffs’ Strategy 16

 	

Our Concerns about Cliffs’ Strategy 17 Committed to a Failed Expansion and Diversification Strategy 80% loss of value & 76% dividend cut With the value destruction that has transpired at Cliffs, how can it continue to pursue an expansion and diversification strategy? Has yet to be demonstrated, in our opinion Screenshot of Cliffs Website (a) : [ a] From: http:// www.cliffsnaturalresources.com/EN/aboutus/GrowthStrategy/Pages/default.aspx as of March 5, 2014. Still? A fter ~$9 billion invested with little to show?

 	

Our Concerns about Cliffs’ Strategy 18 Kick the Can(ada) • Idling the Bloom Lake expansion should have happened a long time ago and is not a new strategy, in our view Company “Strategy” Casablanca’s Concerns Preferred Bloom Lake JV or sale Difficult to execute in a reasonable time frame and on reasonable terms Backup Shut down all of Bloom Lake Permanently extinguish es hope of recouping the ~$6.5 billion (and growing) cost of Bloom Lake How can idling Bloom Lake be credibly held out as evidence of a new strategic direction? Grim array of potential outcomes

 	

Our Concerns about Cliffs’ Strategy 19 Asia Pacific: Not Enough to Anchor an International Strategy  (suspended) Amapá  (divested)   (idled) (“indefinitely suspended”) With so much on its plate at home, additional work needed at Bloom Lake and no synergies, how is Asia Pacific a core asset? Asia Pacific is Cliffs’ only significant international asset Canadian Chromite (suspended) Latin America (divested) Asia Pacific (6 – 7 year remaining life) Eastern Canada (suspended and idled)

 	

$497 $1,059 $699 $790 0 200 400 600 800 1,000 $1,200 2014 2015 2016 2017 2018 2019 2020 2021 2040 Our Concerns about Cliffs’ Strategy 20 “Reducing Net Debt” or Just Hoarding Cash? Is the Board truly committed to capital reallocation when cash balances can be redeployed at any moment towards the next “ opportunity ”? Company Guidance 2013A 2014E Cash $336 $671 (b) Debt $3,044 $3,044 [ a] Debt maturities exclude $1.75 billion undrawn revolving credit facility, which matures 2017, and recently - announced equipment fi nancing of $103 million, which Casablanca assumes will amortize over the life of the financing. [ b ] Reflects Company guidance of “double” the current cash balance as of Q4 2013. Guidance provided on earnings conference call on February 14, 2014. With no debt maturities before 2018, what does Cliffs intend to do with its cash? Debt Maturities (a)

 	

Our Concerns about Cliffs’ Strategy 21 Beyond the Current Dividend, No Return of Capital for Shareholders • The dividend was originally cut primarily to fund Bloom Lake’s expansion : “ Our Board of Directors recently approved a reduction to our quarterly cash dividend rate by 76 percent to $0.15 per share. Our Board of Directors took this step in order to improve the future cash flows available for investment in the Phase II expansion at Bloom Lake , as well as to preserve our investment - grade credit ratings.” — Cliffs 2012 10K • With Bloom Lake “indefinitely suspended,” Cliffs should now have financial capacity to return more capital to shareholders without eroding credit metrics Why is there no commitment to return more capital to shareholders who have borne the full brunt of Cliffs’ loss in value?

 	

A New Strategy Focused on Cliffs’ Core U.S. Assets 22

 	

A New Strategy Focused on Cliffs’ Core U.S. Assets 23 Casablanca Plan :  Install new l eadership : Board and CEO  Refocus on core U.S. business  Sell Asia Pacific  Address cost structure  Return capital to shareholders  Explore second - stage value creation — by MLP, sale or otherwise

 	

A New Strategy Focused on Cliffs’ Core U.S. Assets 24 Refocus on Core U.S. Business • We believe Cliffs ’ U.S. assets remain its greatest opportunity • Close to 60% of the iron ore production capacity in the geographically protected Great Lakes region • Largest iron ore producer in the United States • Current production rates imply 40+ years of mine life on proven reserves • Our expectations: profitable even in a commodity pricing downcycle • Cliffs should emphasize this dominant position, strategically and financially • Take steps to strengthen contractual relationships with customers • Minimize commodity price exposure Casablanca believes the Great Lakes assets are underappreciated by the market and hold the key to Cliffs’ future

 	

A New Strategy Focused on Cliffs’ Core U.S. Assets 25 Extract Value through Immediate Divestiture of Asia Pacific • Unsolicited expressions of interest in Asia Pacific • A sale of Asia Pacific can capture an attractive valuation, in our opinion • Alternative to our prior spin - off proposal and dovetails with Cliffs’ announcement to suspend Bloom Lake • Proceeds from divestiture could be used to: • Finance obligations at Bloom Lake • Reduce debt • Return capital to shareholders • Given the limited remaining life of these assets, we believe the Company must act now to maximize this value While we previously proposed a spin - off of the international assets as our preferred mechanism, a separation between Cliffs’ core business and the international businesses, by any mechanism , was and continues to be our ultimate objective

 	

A New Strategy Focused on Cliffs’ Core U.S. Assets 26 Address Cliffs’ Bloated Cost Structure • Reduce cost structure far more aggressively, as in our opinion: • Proposed cuts are insufficient • Corporate is oversized • Cash costs remain too high • Refocused Cliffs should have capacity to increase its dividend payout without eroding credit metrics • Increased return of capital should: • Instill financial discipline • Communicate priorities to investors Return More Capital to Shareholders We believe these objectives are readily achievable under the right leadership

 	

A New Strategy Focused on Cliffs’ Core U.S. Assets 27 Second - Stage Value Creation — by MLP, Sale or Otherwise • MLP: • Casablanca has conducted significant research with both MLP capital markets bankers and investors • Believe an MLP can be executed successfully • Potential sale of the Company: • Cliffs is the only pure - play iron ore miner to offer strategic access to the U.S . market in this scale Casablanca is ultimately indifferent as to whether an MLP, sale or other mechanism is utilized to realize Cliffs’ potential value We firmly believe, however, that the status quo does not work

 	

Proposed Leadership Changes 28

 	

29 • Metals USA • Served as President and Chief Executive Officer from February 2003 until the sale of Metals USA to Reliance Steel & Aluminum in April 2013 • Metals USA was one of the largest metals service center businesses in the United States, operating 48 locations • California Steel Industries (CSI) • Served as President and Chief Executive Officer of CSI, a joint venture between Vale and Kawasaki Steel (now JFE Holdings), from March 1998 to February 2003 • Transformed company from a break - even steel producer into one of the most important and profitable players in the flat rolled steel industry • Companhia Siderurgica Nacional (CSN) • From 1981 to 1998 Mr. Goncalves worked at CSN, where he held the position of Managing Director • CSN is one of the largest steel producers in Brazil and is vertically integrated with iron ore operations Proposed Leadership Changes Lourenco Goncalves Brings over 30 Years of Experience in Metals & Mining Lourenco Goncalves is a proven value creator for shareholders

 	

30 Lourenco Goncalves and Metals USA: A Case Study for Value Creation February 2003 • Lourenco Goncalves joins Metals USA as its President and CEO • Stock price: $3.08 January / July 2007 • Metals USA pays a total of $275 million in dividends to its shareholders August 2012 • Apollo completes a $59 million secondary offering, retaining 53% ownership May 2005 • Metals USA is taken private by Apollo for $22 per share • Apollo invests $136 million of equity ($752 million transaction value) May 2006 • Metals USA pays a $25 million dividend to its shareholders April 2010 • Metals USA IPO through a 100% primary offering. Apollo retains 64% ownership February 2013 • Metals USA is sold to Reliance Steel & Aluminum for $1.2 billion in cash 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 Proposed Leadership Changes ~7x increase from the time Mr. Goncalves took over as CEO Apollo made approximately 5.5x its original investment over eight years

 	

Proposed Leadership Changes 31 Casablanca’s Board Candidates Are Highly Qualified Financial/Transactional Metals & Public Company Experience Experience Mining Other Investment Principal Name Experience CEO Executive Board Banking Investing Lourenco Goncalves x x x x Rip Fisher x x x x Patrice Merrin x x x x Joseph Rutkowski x x Gabriel Stoliar x x x x Douglas Taylor x x x Cliffs needs a newly - constituted Board that will work for shareholders and oversee the restoration of value

 	

Proposed Leadership Changes 32 Conclusion • As a significant shareholder, Casablanca is troubled by the value destruction that has occurred under this Board's watch • Cliffs desperately needs a new strategy and leadership with a fresh perspective — the status quo is unacceptable in our view and shareholders have suffered enough • We believe substantial shareholder representation among a group of highly qualified, independent directors on Cliffs’ Board, and a new CEO, are critical components of any solution Casablanca believes its slate of director nominees is overwhelmingly qualified and offers a superior alternative to the incumbent directors who are expected to be up for reelection at the 2014 annual meeting

EXHIBIT 10
 
Casablanca Capital LP
450 Park Avenue, Suite 1403
New York, NY 10022
 
[____________], 2014
 
[Nominee]
[Business Address]
 
Dear [Nominee]:
 
This will confirm our understanding as follows:
 
You agree that you are willing, should we so elect, to become a member of a slate of nominees (the “ Slate ”) of an affiliate of the undersigned (the “ Nominating Party ”), to stand for election as a director of Cliffs Natural Resources Inc., an Ohio corporation (“ Cliffs ”) in connection with a proxy solicitation (the “ Proxy Solicitation ”) to be conducted by the undersigned and certain other parties in respect of the 2014 annual meeting of stockholders of Cliffs expected to be held in May 2014 (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the “ Annual Meeting ”) or appointment or election by other means. You further agree to serve as a director of Cliffs if so elected or appointed. The undersigned agrees on behalf of the Nominating Party to pay the costs of the Proxy Solicitation.
 
You understand that it may be difficult, if not impossible, to replace a nominee who, such as yourself, has agreed to serve on the Slate and, if elected or appointed, as a director of Cliffs if such nominee later changes his mind and determines not to serve on the Slate or, if elected or appointed, as a director of Cliffs. Accordingly, the undersigned is relying upon your agreement to serve on the Slate and, if elected or appointed, as a director of Cliffs. In that regard, you are being supplied with a questionnaire (the “ Questionnaire ”) in which you will provide the undersigned with information necessary for the Nominating Party to use in creating the proxy solicitation materials to be sent to stockholders of Cliffs and filed with the Securities and Exchange Commission in connection with the Proxy Solicitation.
 
You agree that (i) you will promptly complete and sign the Questionnaire, and return a copy to the person indicated in the Questionnaire, (ii) your responses in the Questionnaire will be true, complete and correct in all respects, and (iii) you will provide any additional information as may be requested by the undersigned. In addition, you agree that, concurrently with your execution of this letter, you will execute and return to the person indicated in the Questionnaire the attached instrument confirming that you consent to being nominated for election as a director of Cliffs and, if elected or appointed, consent to serving as a director of Cliffs. Upon being notified that we have chosen you, we may forward your consent and your completed Questionnaire (or summary thereof), and we may at any time, in our discretion, disclose such information, as well as the existence and contents of this letter. Furthermore, you understand that we may elect, at our expense, to conduct a background and

	
reference check on you and you agree to complete and execute any necessary authorization forms or other documents required in connection therewith.
 
You further agree that (i) you will treat confidentially all information relating to the Proxy Solicitation which is non-public, confidential or proprietary in nature; (ii) neither you nor any of your affiliates will acquire or dispose of any securities of Cliffs without the prior approval of the undersigned, which approval shall not be unreasonably withheld or delayed; (iii) you will not issue, publish or otherwise make any public statement or any other form of communication relating to Cliffs or the Proxy Solicitation without the prior approval of the undersigned; and (iv) you will not agree to serve, or agree to be nominated to stand for election by Cliffs or any other stockholder of Cliffs (other than the undersigned), as a director of Cliffs without the prior approval of the undersigned.
 
The undersigned agrees on behalf of the Nominating Party that, so long as you actually serve on the Slate, the undersigned will defend, indemnify and hold you harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses and disbursements (including, without limitation, attorneys’ fees, costs, expenses and disbursements) incurred by you in the event that you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof, (i) relating to your role as a nominee for director of Cliffs on the Slate, or (ii) otherwise arising from or in connection with or relating to the Proxy Solicitation. The undersigned further agrees to advance to you on your behalf any and all expenses (including, without limitation, attorneys’ fees, costs, expenses and disbursements) actually incurred by you in connection with such action, suit or proceeding, it being understood that, in the event that you are ultimately determined by a court of competent jurisdiction to not be entitled to such indemnification or advancement of expenses, you agree to promptly repay such amounts to the Nominating Party. Your right of indemnification hereunder shall continue after the Annual Meeting has taken place but only for events that occurred prior to the Annual Meeting and subsequent to the date hereof. Anything to the contrary herein notwithstanding, the undersigned is not indemnifying you for any action taken by you or on your behalf that occurs prior to the date hereof or subsequent to the conclusion of the Proxy Solicitation or such earlier time as you are no longer a nominee on the Slate or for any actions taken by you as a director of Cliffs, if you are elected or appointed. Nothing herein shall be construed to provide you with indemnification (i) if you are found to have engaged in a violation of any provision of state or federal law in connection with the Proxy Solicitation, unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate; (ii) if you acted in a manner that constitutes gross negligence or willful misconduct; or (iii) if you provided false or misleading information, or omitted material information, in the Questionnaire or otherwise in connection with the Proxy Solicitation. You shall promptly notify the undersigned in writing in the event of any third-party claims actually made against you or known by you to be threatened if you intend to seek indemnification hereunder in respect of such claims. In addition, upon your delivery of notice with respect to any such claim, the undersigned shall promptly assume control of the defense of such claim with counsel chosen by the undersigned. The undersigned shall not be responsible for any settlement of any claim against you covered by this indemnity without its prior written consent. However, the undersigned may not enter into any settlement of any such claim without your consent unless

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such settlement includes (i) no admission of liability or guilt by you, and (ii) an unconditional release of you from any and all liability or obligation in respect of such claim. If you are required to enforce the obligations of the undersigned in this letter in a court of competent jurisdiction, or to recover damages for breach of this letter, the undersigned will pay on your behalf, in advance, any and all expenses (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) actually and reasonably incurred by you in such action, regardless of whether you are ultimately determined to be entitled to such indemnification or advancement of expenses.
 
Each of us recognizes that should you be elected or appointed to the Board of Directors of Cliffs all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duties, as applicable, to Cliffs and to the stockholders of Cliffs and, as a result, that there is, and can be, no agreement between you and the undersigned that governs the decisions which you will make as a director of Cliffs.
 
This agreement shall automatically terminate on the earliest to occur of (i) the conclusion of Cliffs’ next annual meeting of stockholders (regardless of the outcome), (ii) your election or appointment to the Board of Directors of Cliffs or (iii) our communication to you of our intent not to proceed with the Proxy Solicitation.
 
This letter sets forth the entire agreement between the undersigned and you as to the subject matter contained herein, and cannot be amended, modified or terminated except by a writing executed by the undersigned and you. This letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

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Should the foregoing agree with your understanding, please so indicate in the space provided below, whereupon this letter will become a binding agreement between us.
 
 	Very truly yours,	 	
 	 	 	 	
 	CASABLANCA CAPITAL LP	 	
 	 	 	 	
 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	
 
Agreed to and accepted as
of the date first written above:

 
Name: [Nominee]

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