425 1 d425.htm FORM 425 Form 425
INVESTOR PRESENTATION
AUGUST 2008
Filed by Cleveland-Cliffs Inc
Commission File No. 1-8944
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Alpha Natural Resources, Inc.
Commission File No. 1-32423
CLIFFS NATURAL RESOURCES


“Safe Harbor”
Statement under the Private
Securities Litigation Reform Act of 1995
A number of the matters discussed in this document that are not historical or current facts deal with potential future
circumstances and developments, in particular, information regarding expected synergies resulting from the merger of
Cleveland-Cliffs and Alpha, combined operating and financial data, the combined company’s plans, objectives, expectations and
intentions
and
whether
and
when
the
transactions
contemplated
by
the
merger
agreement
will
be
consummated.
The
discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally, and
also may materially differ from actual future experience involving any one or more of such matters.   Such risks and
uncertainties
include:
the
risk
that
the
businesses
will
not
be
integrated
successfully;
the
risk
that
the
cost
savings
and
any
other synergies from the transaction may not be fully realized or may take longer to realize than expected; changes in demand
for iron ore pellets by North American integrated steel producers, or changes in Asian iron ore demand due to changes in steel
utilization rates, operational factors, electric furnace production or imports into the United States and Canada of semi-finished
steel or pig iron; the impact of consolidation and rationalization in the steel industry; timing of changes in customer coal
inventories; changes in, renewal of and acquiring new long-term coal supply arrangements; inherent risks of coal mining beyond
the combined company’s control; environmental laws, including those directly affecting coal mining production, and those
affecting customers' coal usage; competition in coal markets; railroad, barge, truck and other transportation performance and
costs; the geological characteristics of Central and Northern Appalachian coal reserves; availability of mining and processing
equipment and parts; the combined company’s assumptions concerning economically recoverable coal reserve estimates;
disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the
failure to obtain governmental approvals of the transaction on the proposed terms and schedule, and any conditions imposed on
the combined company in connection with consummation of the merger; the failure to obtain approval of the merger by the
stockholders of Cleveland-Cliffs and Alpha and the failure to satisfy various other  conditions to the closing of the merger
contemplated
by
the
merger
agreement;
and
the
risks
that
are
described
from
time
to
time
in
Cleveland-Cliffs’
and
Alpha’s
respective
reports
filed
with
the
SEC,
including
each
of
Cleveland-Cliffs’
and
Alpha’s
annual
report
on
Form
10-K
for
the
year
ended December 31, 2007 and quarterly report on Form 10-Q for the quarter ended March 31, 2008, as such reports may have
been amended.  This document speaks only as of its date, and Cleveland-Cliffs and Alpha each disclaims any duty to update the
information herein.


3
Additional Information and Where to Find It
In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC.  CLEVELAND-
CLIFFS AND ALPHA SHAREHOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER
RELEVANT
DOCUMENTS
FILED
WITH
THE
SEC,
INCLUDING
THE
JOINT
PROXY
STATEMENT/PROSPECTUS
THAT
WILL
BE
PART OF THE REGISTRATION STATEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER.  The final joint proxy statement/prospectus will be mailed to shareholders of
Cleveland-Cliffs and shareholders of Alpha.  Investors and security holders will be able to obtain the documents free of charge
at
the
SEC’s
web
site,
www.sec.gov,
from
Cleveland-Cliffs
Inc,
Investor
Relations,
1100
Superior
Avenue,
Cleveland,
Ohio
44114-2544, or call (216) 694-5700, or from Alpha Natural Resources, Inc., One Alpha Place, P.O. Box 2345, Abingdon,
Virginia 24212, attention: Investor Relations, or call (276) 619-4410.
Participants In Solicitation
Cleveland-Cliffs and Alpha and their respective directors and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of proxies in respect of the proposed merger.  Information
concerning
Cleveland-Cliffs’
participants
is
set
forth
in
the
proxy
statement
dated
March
26,
2008,
for
Cleveland-Cliffs’
2008
annual
meeting
of
shareholders
as
filed
with
the
SEC
on
Schedule
14A.
Information
concerning
Alpha’
participants
is
set
forth
in the proxy statement, dated April 2, 2008, for Alpha’s 2008 annual meeting of stockholders as filed with the SEC on Schedule
14A.  Additional information regarding the interests of participants of Cleveland-Cliffs and Alpha in the solicitation of proxies in
respect of the proposed merger will be included in the registration statement and joint proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become available.
Important Information for Investors
and Shareholders


4
Creates a leading independent supplier of critical raw materials
to the robust North
American steel industry and a major global player
Core iron ore and met coal businesses strongly correlated
Capitalizes on strong outlook for iron ore, metallurgical and thermal coal
Shared culture and core values of both companies, including a focus on safety
Strong financial outlook positions company for ongoing growth opportunities
Pro forma 2008E EBITDA of
$1.9bn
1
, increasing to   $4.7bn
1
in 2009E
Pro forma leverage (Debt/2008E EBITDA) of
1.2x
1
Compelling value creation for Cleveland-Cliffs and Alpha Natural Resources shareholders
Transaction Highlights
1
Management estimates
~
~
~
~
~
~


5
Largest US met coal supplier
Strong management team with 20+ years of industry experience
Supply/demand metrics in coal market
Unique blending and coal optimization capabilities drive meaningful synergy potential
Meaningfully increases exposure to export market given infrastructure and sales network
Well diversified production profile with 8 business units and met/steam sales mix
Why Alpha?


6
Overview:
Cleveland-Cliffs (“CLF”) to acquire 100% of Alpha Natural
Resources (“ANR”) for cash and stock
Purchase Price:
Equity purchase price of approximately $10 billion
1
Premium:
Based on Cliffs’
closing price on July 15, 2008, Alpha
stockholders would receive a premium of 35%
Consideration:
Alpha stockholders would receive 0.95 Cleveland-Cliffs common shares
plus $22.23 in cash for each share of Alpha stock they owned
Ownership:
Upon completion of the transaction, Alpha stockholders would own
approximately 40% of the combined company, and Cliffs shareholders
would own approximately 60% percent on a fully-diluted basis
Key Conditions:
The transaction is subject to approval by Cliffs and Alpha
shareholders, as well as the satisfaction of customary closing
conditions and regulatory approvals
Timing:
The transaction is expected to close by the end of 2008
Transaction Summary
1
Based on Cliff’s closing price on July 15, 2008


7
Shared core values
Best-in-class safety standards and practices
Both companies recognize that the processing of the earth’s mineral resources must be
accomplished in a socially responsible manner
Integrated Management and Board structure
Following
the
close
of
the
transaction,
Cleveland-Cliffs’
Board
of
Directors
will
be
expanded
by
two seats to be filled by two current Alpha Natural Resources directors, Michael Quillen and Glenn
Eisenberg
Joseph Carrabba will serve as Chairman and Chief Executive Officer
Michael Quillen will serve as non-executive Vice Chairman
Kevin Crutchfield will become President of the combined company’s Coal division
Donald Gallagher will become President of the combined company’s Iron Ore division
Laurie Brlas will serve as Executive Vice President and Chief Financial Officer
Shared Cultural Commitment to Integrity,
Safety & Environment


8
The Right Platform –
Supplier to the Steel Industry


9
Steel is a Large, Growing, Global Business
UK
1200
1000
800
600
400
200
0
Purchasing Power Parity GDP/Capita
0
10
20
30
40
50
Germany
Canada
US
Australia
Japan
Korea
Russia
China
Overall, China’s steel consumption is
three times that of the US
On a per capita basis, however, China
only consumes half as much as the US
The US remains a net importer of steel
Approx. 50mm tonnes
Note: Size of bubbles represent size of absolute steel consumption 2007 in each respective country
BRIC economic growth is substantial and appears inevitable
Brazil
India
Steel consumption potential (2007)


10
Robust Steel Demand Drives this Combination
Global steel demand (millions of tonnes)
0
500
1,000
1,500
2,000
1950
1955
1960
1965
1970
1975
1980
1985
1990
1995
2000
2005
2010E
2015E
Post World War II reconstruction
and Japanese industrialization
CAGR 1950-1973: 5.9%
Post-oil crisis slow down
CAGR 1973-1995: 0.4%
BRIC cycle
CAGR 1995-2015: 4.4%
Source: IISI, Metal Strategies


11
US Steel Industry is Particularly Well-Positioned
Source: FactSet, Metal Strategies, AME
Dollar vs. Euro ($/)
Market share of top 3 US producers (%)
0.50
0.75
1.00
1.25
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
US steel consumption (millions of tonnes)
0
25
50
75
100
125
150
2000
2002
2004
2006
2008E
US steel consumption
US steel imports
HRC prices ($/tonne)
0
200
400
600
800
1,000
1996
2000
2004
2008E
0%
20%
40%
60%
80%
100%
HRC
Plate
CRC
Tin Mill
2000
2006
Mitigates imports and strengthens exports
US is a net importer
US is becoming a low cost producer
US steel industry continues to attract foreign investment


12
All others
32%
Consol
6%
Patriot Coal
10%
Jim Walter
Resources
11%
Massey
Energy
16%
Cliffs Natural
Resources
25%
U.S. Steel
24%
Iron Ore
Company of
Canada
16%
Arcelor
Mittal
15%
Cliffs Natural
Resources
Managed
45%
CNR will be the Leading Supplier to the Robust
North American Steel Industry
Source: Company data, EIA
1
2007
coal
production
of
US
companies
with
meaningful
met
coal
production
Cliffs Natural Resources will be well-positioned to optimize operations from the
combined company’s asset base
NA iron ore pellet production
Coal
production
mix
1
(million
of
tons)
US met coal production (%)
3
9
13
5
6
31
40
6
22
66
Pro forma
Cliffs
Massey
Walter
Patriot
CONSOL
Met Coal
Steam Coal
13
9
6
5
3


13
More Than 80% of Revenue Driven by Steel Industry
~$6bn
Met coal
34.0%
Iron ore
46.7%
Brokered coal
6.7%
Steam coal
12.5%
Pro
forma
revenue
1
&
production
(2008E)
Source: Company data
1
Excludes revenue from freight & other
2
Per
Alpha
Natural
Resources’
latest
annual
filing,
steam/met
mix
related
to
mine
geology
Iron ore
52.3%
Steam coal
8.6%
Steam / Met coal²
23.6%
Iron ore: 1bn tons
Coal: 915mm tons
Pro forma global reserves (2007)
Met coal
15.5%
Hibbing Taconite
United Taconite
Northshore Mining
Empire
Mine
Tilden
Mine
Oak Grove Mine
Cliffs Corporate
Headquarters
Pinnacle Complex
Pinnacle Mine
Green Ridge Mine
AMFIRE
Kingwood
Brooks Run
Welch
Enterprise
Paramont
Dickenson-Russell
Callaway
Cliffs North America
Wabush Mine
Iron ore assets
Coal assets
~72mm tons
Met coal
23.4%
Iron ore
50.6%
Brokered coal
7.8%
Steam coal
18.2%


14
Strong Iron Ore Trends
0
25
50
75
100
125
150
1990
1992
1994
1996
1998
2000
2002
2004
2006
2008E
Pellets
Lump
Fines
Iron ore prices ($/tonne)
Source:  Tex Reports
Recently
announced
iron
ore
pellet
contracts
at
$140/tonne
~
~


15
The Right Time –
Coal Fundamentals are Attractive


16
Strong Coal Pricing Trends
0
20
40
60
80
100
120
140
1990
1992
1994
1996
1998
2000
2002
2004
2006
2008E
Note:
CAPP
steam
coal
index
CSX,
12,500
Btu,
1#
Rail
Source:  Bloomberg, Platts
Met coal prices ($/tonne)
Steam coal prices ($/ton)
0
50
100
150
200
250
300
1990
1992
1994
1996
1998
2000
2002
2004
2006
2008E
Source:  Metal Strategies, equity research
Alpha
recently
announced
met
coal
contracts
for
between
$300-
$305/tonne at the port
These
contracts
are
for
3
mt
and
equate
to
$250/ton
at
the
mine
Steel producers are currently seeking to negotiate 2009 met coal
contracts early
Alpha
recently
announced
2.7
mt
of
steam
coal
contracts
for
2008/2009
delivery
at
$102/ton
~
~
~
~
~
~
~
~
~
~


17
Favorable Met Coal Outlook
Demand driven by strong expected continued growth in global steel production—both domestically
and abroad
Weak dollar and availability of iron and met coal favorable for US production outlook
US is swing supplier for export met coal markets to meet global demand
Greater
than
50%
growth
in
met
export
supply
YTD
Meaningful
port
capacity
Hampton
Roads,
DTA,
etc.
Supply constraints increasingly challenging
Specific events, such as floods in Australia, highlight tight market
China export limitations
Long capital equipment lead times
Aging workforce and availability of new labor
Difficulty in obtaining permits
Identified additional sizable reserves limited
Recent accidents at major coking coal mines in Eastern Europe have raised concerns about the
safety/security of indigenous supply (Ukraine, Russia, Kazakhstan, Poland)


18
Favorable Met Coal Outlook
Global seaborne met coal supply / demand
(millions of tonnes)
US met coal exports (millions of tonnes)
Few substitutes for coking coal
Scarcity of high quality met coal
Limitations on use of PCI & semi-soft coal in
blast furnaces
Large international steel companies  securing
sources of supply
POSCO and ArcelorMittal acquire meaningful
position in Macarthur
ArcelorMittal acquired privately-held met coal
producers Mid Vol and Concept Coal
Several other met coal M&A situations drawing
attention of international steel producers
+3
+12
-3
-2
-10
Source: Equity research, EIA
2006
2007
2008E
2009E
2010E
Import Demand
Export Supply
2006
2007
2008E
2009E
2010E
182
193
204
219
225
185
205
201
217
215
Import Demand
Export Supply
24.3
26.0
24.9
29.2
41.7


19
Demand Shifted as China Became Net Importer of
Met Coal in 2007
As China grew, its met coal exports and imports shifted by nearly 17 million tonnes
2007 net
imports:
3.7
2002 net
exports:
13.0
Source:  McCloskey’s
0
2
4
6
8
10
12
14
2002
2003
2004
2005
2006
2007
    Exports
    Imports
AME Mineral Economics: net imports will increase further
to at least 10 million tonnes
by 2013
Imports/exports
balance
(millions
of
tonnes)


20
Strong Demand for Met Coal is Expected to
Continue
New battery construction outside of China creating 52 million tonnes of incremental met coal demand
Note:  Metric tonnes in millions
Source:  Alpha management estimates from various studies & published sources
2.9
9.5
1.4
14.7
11.2
6.6
5.7
0
2
4
6
8
10
12
14
16
2004
2005
2006
2007
2008
2009
2010
+ 25
+27
Estimated
new
met
coal
demand
from
announced
coke
batteries
(ex-China)
(million
of
tonnes)


21
Coal is Well Positioned in US Energy Market
Natural
gas
prices
near
historic
highs
1
($/mm
Btu)
Crude oil prices near historical highs¹
($/barrel)
US coal production²
(mm short tons)
Electricity
generated
by
coal
is
growing
3
YTD 2008, US coal production is up 0.7%
YTD 2008, coal fired electricity generation is up 1.8%
1,128
1,094
1,072
1,112
1,133
1,163
1,147
1,150
900
950
1,000
1,050
1,100
1,150
1,200
2001
2002
2003
2004
2005
2006
2007
LTM
1
Source: Bloomberg.  From 01/01/03 through 07/25/08
2
Source: EIA.  Data through June 2008 as of 07/24/08 report
3
Source: EIA.  Data through February 2008 as of 07/10/08 report
$124.65
$9.33
Average: $59.85
Average: $7.07
Coal
51%
Nuclear
20%
Natural Gas
19%
Hydroelectric
6%
Other
4%
2003
2004
2005
2007
2008
2006
2003
2004
2005
2007
2008
2006
$3
$6
$9
$12
$15
$0
$30
$60
$90
$120
$150
$180


22
Attractive Steam Coal Fundamentals
Global seaborne steam coal supply / demand
(millions of tonnes)
US
steam
coal
exports
(millions
of
tonnes)
China factor
Power supplies tight
Domestic prices capped
Export volumes limited by quotas
Country-specific export impediments
Australian infrastructure expansion delays
Power rationing in South Africa
Strong import demand from India, Japan, Korea
U.S. fundamentals sound
Production growth ~1% YTD
Thermal export growth greater than 50% YTD
Utility stockpiles are stable
+31
+14
-14
-22
-7
Source: Equity research, EIA
2006
2007
2008E
2009E
2010E
Import Demand
Export Supply
2006
2007
2008E
2009E
2010E
442
465
484
507
502
473
479
471
485
495
Import Demand
Export Supply
19.2
19.3
20.0
24.5
35.7


23
Value Creation


24
History of Successful and Well-Timed Investments
Cleveland-Cliffs share price performance ($)
Source:  FactSet, company data.  Adjusted for 2-for-1 stock split on May 16, 2008
March 31, 2005
Acquires 68.7% of
Portman for $372mm
April 19, 2005
Raises stake in
Portman to 80.4%
for $62mm
March 5, 2007
Acquires 30% interest in
Amapa Project for $133mm
April 18, 2007
Invests $120mm in
Sonoma Coal Project
September 1, 2006
Joe Carrabba named
President and CEO
of Cleveland-Cliffs
+783%
CAGR: 85%
$0
$25
$50
$75
$100
$125
$150
Jan 2005
Jul 2005
Jan 2006
Jul 2006
Jan 2007
Jul 2007
Jan 2008
Jul 2008
Portman Ltd Acquisition
January
11,
2005]
Launched
all-cash
offer
for
Portman
Ltd, a Western Australia-based iron ore producer & a key
supplier to Chinese and Japanese steel producers
By April 2005, Cleveland-Cliffs had acquired 80.4% of
Portman for A$3.85 per share
Current share price of  A$17.50 represents an increase
of 355%
PinnOak Resources Acquisition
July
31,
2007]
Acquired
PinnOak
Resources, a US-based met coal producer
with operations in West Virginia & Alabama
Total acquisition cost of $610mm
Key supplier of metallurgical coal for North
American steel industry


25
Successful and Well-Timed International
Investments in Fast Growing Regions
Source: Company data
Amapa Project
Iron ore assets
Coal assets
Portman Koolyanobbing
Portman Cockatoo Island
Sonoma
Cliffs Asia Pacific
Cliffs Latin America
International highlights
Portman stake provides crucial
access to the Asian market
Production expected to reach 8 million
tonnes in 2008 and has over 90
million tonnes of reserves
45% interest in the Sonoma Coal
Project in Queensland, Australia
Production is expected to reach 2
million tonnes of coal in 2008 and 3-4
in 2009 and beyond and has 27
million tonnes of reserves
30% interest in the Amapa Project
in northern Brazil
Production of iron ore is predicted to
reach 3 million tonnes of iron ore in
2008 and 6.5 million in the following
years


26
Alpha’s Pro Forma Contribution Accelerates in ’09
and Beyond with the Strong Met Coal Outlook
Pro forma EBITDA
1,2
($ billion)
Source: FactSet, company data, management estimates
1
2007A based on company filings
2
Approximate midpoints of management estimates
3
Based on stock prices as of close on July 15, 2008
Financial multiples
2
Cleveland-Cliffs
2009E
EBITDA
$2.75bn
EV/2009E
EBITDA³
4.6x
Alpha Natural Resources
2009E
EBITDA
$1.95bn
EV/2009E
EBITDA³
5.0x
Cleveland-Cliffs
60%
Alpha Natural
40%
Pro forma EBITDA
2
(2009E)
0
1
2
3
4
5
2007A
2008E
2009E
~
~
~
~
~
~
~
~
~
~
~
~


27
Undervalued Relative to Large-Cap Iron Ore, Coal
and Diversified Peers
Firm Value / 2009E EBITDA vs. Peers
Source: FactSet, company data, approximate midpoints of management guidance
Note:Based
on stock prices as of close on July 15, 2008;Forward data per Wall Street consensus estimates except for Cliffs which is per management guidance;
Pro
forma
Cliffs
Natural
Resources
calculated
as
Cliffs
price
as
of
07/15/08
times
pro
forma
fully
diluted
shares
outstanding
plus
net
debt
and
other
firm
value
adjustments (excluding transaction costs) divided by the approximate midpoint of management guidance for 2009E EBITDA
4.8x
5.2x
5.3x
5.4x
6.5x
7.3x
7.7x
8.6x
8.7x
0x
2x
4x
6x
8x
10x
Peabody
Fortescue
CONSOL
Arch Coal
Rio Tinto
Xstrata
BHP
Vale
Pro forma
Cliffs
Natural
Resources
Iron Ore / Diversified
Coal


28
Strong Financial Position
Financials
Revenue
$6.5bn
$10.2bn
EBITDA
$1.9bn
$4.7bn
Margin (%)
28%
47%
Leverage
Total debt
$2.1bn
$1.9bn
Debt/EBITDA
1.2x
0.4x
Estimated annual
synergies
of
$200
million
beginning
in
2010
Pro forma 2008E
Pro forma 2009E
Source: Management estimates
~
~
~
~
~
~
~
~
~
~
~
~
~
~
~
~
~
~
~
~
~
~


29
Creates
a
leading
independent
supplier
of
critical
raw
materials
to
the
robust
North
American steel industry and a major global player
Core iron ore and met coal businesses strongly correlated
Capitalizes on strong outlook for iron ore, metallurgical and thermal coal
Shared culture and core values of both companies, including a focus on safety
Strong financial outlook positions company for ongoing growth opportunities
Pro forma 2008E EBITDA of    $1.9bn
1
, increasing to   $4.7bn
1
in 2009E
Pro
forma
leverage
(Debt/2008E
EBITDA)
of
1.2x
1
Compelling value creation for Cleveland-Cliffs and Alpha Natural Resources shareholders
Transaction Highlights
1
Management estimates
~
~
~
~
~
~


INVESTOR PRESENTATION
AUGUST 2008
CLIFFS NATURAL RESOURCES