Retail Supplier To Be Sold

ArcelorMittal S.A. ('ArcelorMittal'), its indirect, wholly owned subsidiaries ArcelorMittal USA LLC ('ArcelorMittal USA') and ArcelorMittal Cleveland LLC ('ArcelorMittal Cleveland'), along with Cleveland-Cliffs Inc. ('Cliffs') and its indirect, wholly owned subsidiary AK Electric Supply LLC ('AK Electric Supply') (collectively, the 'Applicants'), filed an application ('Application') at FERC requesting Commission authorization for a transaction (the 'Transaction') involving the disposition of jurisdictional facilities that will result from the transfer of control of ArcelorMittal USA to Cliffs

The essence of the Transaction is that Cliffs, an iron ore mining company and steel producer, will acquire a 100 percent upstream ownership interest in ArcelorMittal USA. ArcelorMittal USA has market-based rate ('MBR') authority to facilitate electricity supply for its steelmaking facilities.

ArcelorMittal USA is licensed as a retail electric supplier in several jurisdictions for purposes of self-supply, and utilizes its MBR authority to participate in the PJM Interconnection, L.L.C. ('PJM'), wholesale energy market to secure electric supply for its steelmaking operations in states with retail access. As part of its approach to procuring supply, ArcelorMittal USA makes limited sales to the PJM market as it reconciles any day-ahead positions with real-time obligations.

In addition, as part of the consideration for the Transaction, after the closing ArcelorMittal North America Holdings LLC and/or other affiliates of ArcelorMittal will own approximately 16 percent of the outstanding common shares of Cliffs.

Cliffs’ subsidiaries include its indirect, wholly owned subsidiary AK Electric Supply, a retail electric supplier which self-serves Cliffs’ facilities and which has MBR authority. Accordingly, this Application seeks Commission authorization under Section 203(a)(1) of the FPA for the change of control over AK Electric Supply.