Business Overview

We are an integratedSteel Merger, a leading producer of flat-rolled carbon, stainless and electrical steels and tubular products, with ninesteel products. These operations consist primarily of seven steelmaking and finishing plants, two cokemaking operations, three tube manufacturing plants and tubular production facilities locatedten tooling and stamping operations. The businesses of Cleveland-Cliffs Tubular Components LLC (f/k/a AK Tube LLC) and PPHC Holdings, LLC and its subsidiaries acquired in Indiana, Kentucky, Ohio and Pennsylvania. We produce flat-rolled value-added carbon steels, including premium-quality coated, cold-rolled and hot-rolled carbon steel products, and specialty stainless and electrical steels that are sold in sheet and strip form, as well asthe AK Steel Merger provide customer solutions with carbon and stainless steel that is finished into welded steel tubing. We sell thesetubing products, die design and tooling, and hot- and cold-stamped components.

We have the capacity to ship approximately 6.5 million tons of steel products annually, and for the year ended December 31, 2012, we shipped approximately 5.4 million tons of steel products. In eachterms of the three months ended March 31, 2013Transaction Agreement, dated as of September 28, 2020, between Cleveland-Cliffs Inc. and 2012, we shipped approximately 1.3 million tons of steel products. For the year ended December 31, 2012, we generated revenue and net income (loss) attributable to AK Holding of $5.9 billion and $(1,027.3) million, respectively. For the three months ended March 31, 2013, we generated revenue and net income (loss) attributable to AK Holding of $1.4 billion and $(9.9) million, respectively.

During 2011, we entered into a joint venture (“Magnetation”) whereby we acquired a 49.9% equity interest in Magnetation LLC,ArcelorMittal S.A., a company headquartered in Minnesota that produces iron ore concentrate from previously-mined ore reserves. In addition, we purchased a private company headquartered in Pennsylvania that we renamed AK Coal, which controls and is developing metallurgical coal reserves. These investments will supply approximately 50% of our annual iron ore and coal needs and are intended to provide a financial hedge against global market price increases and to enable us to acquire key raw materials at a substantial discount to the market price. Although the full benefit of these investments will likely not be realized until 2015 or later, we have made significant progress at Magnetation and AK Coal in 2013.

For additional information regarding our customers, markets, properties, and raw material needs, please refer to AK Holding’s Annual Report on Form 10-K for the year ended December 31, 2012 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, which are incorporated by reference herein.

Summary ofprospectus, other than the Terms of the Exchange Offer

On November 20, 2012,documents that we issued $350.0 million in aggregate principal amount of our 8.750% Senior Secured Notes due 2018 in a private placement and on June 24, 2013, we issued an additional $30.0 million in aggregate principal amount of our 8.750% Senior Secured Notes due 2018 in an add-on private placement. We entered into registration rights agreementsfile with the initial purchasers of the original notes for the benefit of the holders of the original notes, pursuant to which youSEC that are entitled to exchange original notes for registered notes as described inspecifically incorporated by reference into this prospectus. You are entitled to exchange your original notes in the exchange offer for registered notes with identical terms, except that the registered notes will have been registered under the Securities Act and will not bear legends restricting their transfer. Unless you are a broker-dealer or unable to participate in the exchange offer, we believe that the registered notes to be issued in the exchange offer may be resold by you without compliance with the registration and prospectus delivery requirements of the Securities Act. You should read the discussions under the headings “The

Summary Historical Financial and Operating Data

The following summary historical consolidated financial and other statistical data as of and for the three months ended March 31, 2013 and 2012 has beenperiods presented. We derived from our unaudited condensed consolidated financial statements, and the summary historical consolidated financial data and other statistical data as of December 31, 20122020 and 20112019 and for each of the years in the three-year period ended December 31, 2012 has been derived2020, 2019 and 2018 from our audited consolidated financial statements, which are incorporated by reference ininto this prospectus. The summary historical consolidated financial data and other statistical data as of December 31, 2010, 2009, and 2008 and for the years ended December 31, 2009 and 2008 has been2018 are derived from our audited consolidated financial statements, which are not included or incorporated by reference ininto this prospectus.

This information is only a summary. You Summary historical consolidated financial and other statistical data should be read the data set forth in the table below in conjunction with our unaudited condensed consolidated financial statements, the related notes and other financial information incorporated by reference into this prospectus.

We recognize in our results of operations, as a corridor adjustment, any unrecognized actuarial net gains or losses that exceed 10% of the larger of projected benefit obligations or plan assets. Amounts inside this 10% corridor are amortized over the plan participants’ life expectancy. The need for a corridor charge is considered at any remeasurement date, but has historically only been recorded in the fourth quarter at the time of the annual remeasurement. After excluding the corridor charge, the remaining pension expensestatements and accompanying notes included in the non-GAAP measurereports incorporated by reference into this prospectus.