About Cleveland-Cliffs
Founded in 1847, Cleveland-Cliffs is the largest and oldest independent iron ore mining company in the United States. Cliffs is a major supplier of iron ore
pellets to the North American steel industry from its mines and pellet plants located in Michigan and Minnesota. In 2020, Cleveland-Cliffs expects to be the sole producer of hot briquetted iron (HBI) in the Great Lakes region with the development of
its first production plant in Toledo, Ohio. On December 2, 2019, Cleveland-Cliffs agreed to acquire AK Steel, a leading North American producer of sophisticated steel products, which is expected to close in the first quarter of 2020. Driven by
the core values of safety, social, environmental and capital stewardship, Cleveland-Cliffs employees endeavor to provide all stakeholders with operating and financial transparency. For more information, visit www.clevelandcliffs.com.
About AK Steel
AK Steel is a leading producer of
flat-rolled carbon, stainless and electrical steel products, primarily for the automotive, infrastructure and manufacturing, including electrical power, and distributors and converters markets. Through its subsidiaries, the company also provides
customer solutions with carbon and stainless steel tubing products, hot- and cold-stamped components, and die design and tooling. Headquartered in West Chester, Ohio (Greater Cincinnati), the company has
approximately 9,300 employees at manufacturing operations in the United States, Canada and Mexico, and facilities in Western Europe.
Cautionary Notes
on Forward Looking Statements
This communication contains forward-looking statements within the meaning of the federal securities laws,
including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In this context,
forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as expect, anticipate, intend, plan,
believe, estimate, would, target and similar expressions, as well as variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees,
uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements reflect AK Steels and Cliffs current beliefs and judgments and are not
guarantees of future results or outcomes. Forward-looking statements are based on assumptions and estimates that are inherently affected by economic, competitive, regulatory, and operational risks and uncertainties and contingencies that may be
beyond AK Steels or Cliffs control.
They are also subject to inherent risks and uncertainties that could cause actual results or performance
to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include (i) the completion of the proposed transaction on the anticipated terms and timing, including obtaining
shareholder and regulatory approvals and anticipated tax treatment, or at all, (ii) potential unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, economic performance, indebtedness, financial condition, losses and
future prospects, (iii) the ability of Cliffs to integrate its and AK Steels businesses successfully and to achieve anticipated synergies, (iv) business and management strategies for the management, expansion and growth of the
combined companys operations following the consummation of the proposed transaction, (v) pending litigation relating to the proposed transaction and potential future litigation that could be instituted against AK Steel, Cliffs or their
respective directors, (vi) the risk that disruptions from the proposed transaction will harm AK Steels or Cliffs business, including current plans and operations, (vii) the ability of AK Steel or Cliffs to retain and hire key
personnel, (viii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction, (ix) uncertainty as to the long-term value of Cliffs common stock,
(x) continued availability of capital and financing and rating agency actions, (xi) legislative, regulatory and economic developments and (xii) unpredictability and severity of catastrophic events, including acts of terrorism or
outbreak of war or hostilities, as well as managements response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the joint proxy
statement/prospectus that is included in the Registration Statement (as defined below) filed with the SEC by Cliffs in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the
Registration Statement are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Other factors that may present significant additional obstacles to the realization of
forward looking statements or which could have a material adverse effect on AK Steels or Cliffs respective consolidated financial condition, results of operations, credit rating or liquidity are contained in AK Steels and
Cliffs respective periodic reports filed with the SEC, including AK Steels annual report on Form 10-K and Cliffs annual report on Form 10-K. Neither AK
Steel nor Cliffs assumes any obligation to publicly provide revisions or updates to any forward looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required
by applicable law.
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