Obligation AK Steel Corp 7.625% ( US001546AS98 ) en USD

AK Steel Corp

100 % ⇌

Etats-unis

US001546AS98 ( en USD )

7.625% par an ( paiement semestriel )

30/09/2021 - Obligation échue

Prospectus brochure de l'obligation AK Steel Corp US001546AS98 en USD 7.625%, échue

1 000 USD

406 200 000 USD

001546AS9

CCC ( Ultra spéculatif )

N/A

L'Obligation émise par AK Steel Corp ( Etats-unis ) , en USD, avec le code ISIN US001546AS98, paye un coupon de 7.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/09/2021
L'Obligation émise par AK Steel Corp ( Etats-unis ) , en USD, avec le code ISIN US001546AS98, a été notée CCC ( Ultra spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d779965d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-194078
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)
7.625% Senior Notes due 2021

$
430,000,000

$
55,384
Guarantees of 7.625% Senior Notes due 2021(2)

--

--

(1)
Calculated in in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act").

(2)
Pursuant to Rule 457(n) of the Securities Act, no separate registration fee is payable for the guarantees.
Table of Contents
Prospe c t us Supple m e nt
(T o Prospe c t us da t e d Se pt e m be r 8 , 2 0 1 4 )

AK St e e l Corpora t ion
$430,000,000
7.625% Senior Notes due 2021

AK Steel Corporation ("AK Steel") is offering $430,000,000 principal amount of 7.625% Senior Notes due 2021. The notes will bear interest
at a rate of 7.625% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2015. The notes will
mature on October 1, 2021 and will be fully and unconditionally guaranteed by the direct parent of AK Steel, AK Steel Holding Corporation ("AK
Holding"), and AK Tube LLC and AK Steel Properties, Inc., two wholly owned subsidiaries of AK Steel.
Prior to October 1, 2017, the notes will be redeemable at a price equal to 100% plus a make-whole premium, plus accrued and unpaid
interest. The notes will be redeemable on or after October 1, 2017 at the redemption prices specified under "Description of Notes--Optional
Redemption", plus accrued and unpaid interest. In addition, we may redeem up to 35% of the notes before October 1, 2017 with the net cash
proceeds of certain public offerings of AK Holding's common stock at a redemption price of 107.625% plus accrued and unpaid interest. If AK
Steel experiences certain kinds of changes of control, it must offer to purchase the notes.
If a change of control repurchase event occurs, subject to certain conditions, AK Steel must give holders of the notes an opportunity to sell
to AK Steel the notes at a purchase price of 101% of the principal amount of the notes, plus accrued and unpaid interest to the date of the
purchase. See "Description of Notes--Change of Control".
The notes will be AK Steel's senior unsecured obligations and will rank senior in right of payment to any of its indebtedness that is expressly
subordinated in right of payment to the notes; equal in right of payment to any of its indebtedness that is not so subordinated; effectively junior in
right of payment to any of its secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to
all indebtedness and other liabilities (including trade payables) of its subsidiaries that do not guarantee the notes.
We do not intend to apply to list the notes on any securities exchange or any automated dealer quotation system.

I nve st ing in our se c urit ie s involve s risk s t ha t a re de sc ribe d in t he "Risk Fa c t ors" se c t ion be ginning on pa ge S-
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Final Prospectus Supplement
1 9 of t his prospe c t us supple m e nt .

Pe r

N ot e

T ot a l
Public offering price(1)

99.325%

$427,097,500
Underwriting discounts and commissions

1.750%

$7,525,000
Proceeds, before expenses, to us(1)

97.575%

$419,572,500

(1) Plus accrued interest, if any, from September 16, 2014.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d
or disa pprove d of t he not e s or de t e rm ine d if t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us is t rut hful
or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
We expect that delivery of the notes will be made to investors in book-entry form through The Depository Trust Company on or about
September 16, 2014.

J oint Book -Running M a na ge rs
Cre dit Suisse

Cit igroup

J .P. M orga n
Co-M a na ge rs

BofA M e rrill Lync h

Fift h T hird Se c urit ie s

Goldm a n, Sa c hs & Co.
September 11, 2014
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page

ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii
FORWARD-LOOKING STATEMENTS

S-iii
SUMMARY

S-1
RISK FACTORS

S-19
THE DEARBORN ACQUISITION

S-32
USE OF PROCEEDS

S-33
CAPITALIZATION

S-34
RATIO OF EARNINGS TO FIXED CHARGES

S-36
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

S-37
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE
COMPANY

S-47
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
SEVERSTAL DEARBORN, LLC

S-76
BUSINESS

S-84
DESCRIPTION OF CERTAIN INDEBTEDNESS

S-86
DESCRIPTION OF NOTES

S-90
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS

S-110
UNDERWRITING

S-112
LEGAL MATTERS

S-115
EXPERTS

S-115
WHERE YOU CAN FIND MORE INFORMATION

S-115
INCORPORATION BY REFERENCE

S-117

PROSPECTUS

Page
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Final Prospectus Supplement
ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION

1
INCORPORATION BY REFERENCE

2
BUSINESS

2
RISK FACTORS

3
FORWARD-LOOKING STATEMENTS

3
USE OF PROCEEDS

4
DESCRIPTION OF SECURITIES

4
PLAN OF DISTRIBUTION

4
LEGAL MATTERS

5
EXPERTS

5

S-i
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to
and updates information contained in the accompanying prospectus and the documents incorporated by reference into the prospectus. The second
part, the accompanying prospectus, gives more general information, some of which may not apply to this offering.
If the description of this offering or the notes varies between this prospectus supplement and the accompanying prospectus, you should rely on
the information contained in or incorporated by reference into this prospectus supplement. You should also read and consider the additional
information under the captions "Where You Can Find More Information" and "Incorporation by Reference" in this prospectus supplement.
The underwriters are offering to sell, and are seeking offers to buy, our notes only in jurisdictions where offers and sales are
permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of our notes in certain
jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the
accompanying prospectus must inform themselves about and observe any restrictions relating to the offering of the notes and the
distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and
the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy,
any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is
unlawful for such person to make such an offer or solicitation. We have not authorized anyone to provide any information other than that
contained or incorporated by reference in this prospectus supplement or in any free writing prospectus prepared by or on behalf of us or
to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you.
Unless otherwise stated, or the context otherwise requires, references in this prospectus supplement to "we," "us," "our" and "the Company"
are to AK Steel Holding Corporation ("AK Holding") and its consolidated subsidiaries, including AK Steel Corporation ("AK Steel").
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED
UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE OR CAUSE TO BE MADE TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

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Final Prospectus Supplement
FORWARD-LOOKING STATEMENTS
We have made forward-looking statements in this prospectus supplement and the documents that are incorporated by reference therein that
are based on our management's beliefs and assumptions and on information available to our management at the time such statements were made.
Forward-looking statements include information concerning our pending acquisition (including potential synergies), possible or assumed future
results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance
improvements, the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that
are not historical facts and can be identified by the use of forward-looking terminology such as the words "believe," "expect," "plan," "intend,"
"anticipate," "estimate," "predict," "potential," "continue," "may," "should" or the negative of these terms or similar expressions.
Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in our
forward-looking statements. You should not rely on any forward-looking statements. Factors that could cause our actual results to differ materially
from the results contemplated by such forward-looking statements include:

· that the Dearborn Acquisition (as defined below) will not be integrated successfully into AK Steel following the consummation of that

acquisition;

· exposure to unknown or unanticipated costs or liabilities, including those related to environmental matters, in connection with the

Dearborn Acquisition;

· that cost savings, synergies, accretion to earnings, increased shipments and other anticipated benefits and opportunities from the Dearborn

Acquisition may not be fully realized or may take longer to realize than expected;

· that the future margin benefits we estimate attributable to our Magnetation joint venture and AK Coal Resources, Inc. will not be fully

realized;

· reduced selling prices, shipments and profits associated with a highly competitive industry with excess capacity;

· changes in the cost of raw materials and energy;

· our significant amount of debt and other obligations;

· severe financial hardship or bankruptcy of one or more of our major customers;

· reduced demand in key product markets due to competition from alternatives to steel or other factors;

· increased global steel production and imports;

· excess inventory of raw materials;

· supply chain disruptions or poor quality of raw materials;

· production disruption or reduced production levels, such as the blast furnace outage at Ashland Works;

· our healthcare and pension obligations and related laws and regulations;

· not timely reaching new labor agreements;

· major litigation, arbitrations, environmental issues and other contingencies;

· regulatory compliance and changes;

· climate change and greenhouse gas emission limitations;

· conditions in the financial, credit, capital or banking markets;

· our use of derivative contracts to hedge commodity pricing volatility;

· the value of our net deferred tax assets;

· inability to fully realize benefits of long-term cost savings and margin enhancement initiatives;

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Final Prospectus Supplement

· lower quantities, quality or yield of estimated coal reserves of AK Coal;

· increased governmental regulation of mining activities;

· inability to hire or retain skilled labor and experienced manufacturing and mining managers; and

· IT security threats and sophisticated cybercrime.
The risk factors discussed under "Risk Factors" in this prospectus supplement and under similar headings in AK Holding's subsequently filed
Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, as well as the other risks and uncertainties described in the other documents
incorporated by reference into this prospectus supplement and the accompanying prospectus, could cause our results to differ materially from those
expressed in forward-looking statements. There may be other risks and uncertainties that we are unable to predict at this time or that we currently
do not expect to have a material adverse effect on our business. We expressly disclaim any obligation to update our forward-looking statements
other than as required by law.

S-iv
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SUMMARY
This summary does not include all information you should consider before investing in the notes. For a more complete understanding of
the Company and the notes, we urge you to carefully read this prospectus supplement, the accompanying prospectus and the information
incorporated by reference herein and therein in its entirety, including the sections entitled "Risk Factors," "Forward-Looking Statements,"
"Management's Discussion and Analysis of Financial Condition and Results of Operations of the Company", "Management's Discussion
and Analysis of Financial Condition and Results of Operations of Severstal Dearborn, LLC," "Unaudited Pro Forma Condensed
Consolidated Financial Information" and the financial statements and the related notes included and incorporated by reference herein.
Unless otherwise stated, or the context otherwise requires, references in this prospectus supplement to "we," "us," "our" and "the
Company" are to AK Holding and its consolidated subsidiaries, including AK Steel and, after consummation of the Dearborn Acquisition (as
defined below), includes Dearborn; references to "Dearborn" and "Severstal Dearborn" are to Severstal Dearborn, LLC and its
consolidated subsidiaries and joint ventures; and references to pro forma financial information in this prospectus supplement give effect to
the Dearborn Acquisition, the issuance of the notes and the consummation of the concurrent AK Holding common stock offering and the
application of proceeds from both offerings for balance sheet information as if they had been completed as of June 30, 2014 and for
statements of operations information as if they had been completed at the beginning of the period presented. Unless otherwise indicated,
industry data contained in this prospectus supplement are derived from publicly available sources, including industry trade journals and
filings with the Securities and Exchange Commission (the "SEC"), which we have not independently verified.
Business Overview
We are an integrated producer of flat-rolled carbon, stainless and electrical steels and tubular products, with nine steelmaking and
finishing plants and tubular production facilities located 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, specialty stainless and electrical steels that
are sold in sheet and strip form and carbon and stainless flat-rolled steel that are finished into welded steel tubing. Upon the closing of our
acquisition of Severstal Dearborn, LLC and its related assets, as further described below, we will add an integrated steelmaking facility located
in Dearborn, Michigan, as well as a cokemaking facility in West Virginia and interests in three joint ventures that process and finish flat-rolled
steel products.
Our carbon steel products are sold primarily to customers in the automotive industry, to various manufacturers, including manufacturers
of heating, ventilation and air conditioning equipment and appliances, and to distributors, service centers and converters who may further
process our products prior to reselling them. Our stainless steel products are sold primarily to customers in the automotive industry, as well as
to manufacturers of food handling, chemical processing, pollution control and medical and health equipment, and to distributors and service
centers. Our electrical steels, which are iron-silicon alloys with unique magnetic properties, are sold primarily to manufacturers of power
transmission and distribution transformers. Our tubular products are sold to customers in the automotive, large truck, industrial and
construction markets. In addition, our operations include European trading companies, which buy and sell steel and steel products and other
materials. Our wholly-owned subsidiary, AK Coal Resources, Inc. ("AK Coal"), produces metallurgical coal from reserves in Pennsylvania,
and we own a 49.9% equity interest in Magnetation LLC ("Magnetation"), a joint venture that produces iron ore concentrate from previously-
mined ore reserves and that is expected to begin producing iron ore pellets in the late third quarter of 2014.
We have the capacity to ship approximately 6.5 million tons of steel products annually, and after consummation of the Dearborn
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Final Prospectus Supplement
Acquisition, will have the capacity to ship approximately 8.9 million tons of steel products annually. For the twelve months ended June 30,
2014, AK Steel shipped approximately 5.3 million tons of steel products, and generated revenue of approximately $5.7 billion, net income
(loss) attributable to

S-1
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AK Holding of $(99.7) million and adjusted EBITDA of approximately $202.4 million. See "Summary Historical Pro Forma Financial and
Operating Data" for a reconciliation of adjusted EBITDA to net income (loss).
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, 2013 and subsequently filed Quarterly Reports on Form 10-Q, which are incorporated
by reference herein.
Dearborn Acquisition
On July 21, 2014, we announced that AK Steel had signed an agreement to acquire Severstal North America's integrated steelmaking
assets located in Dearborn, Michigan for $700 million in cash (the "Dearborn Acquisition"). The Dearborn Acquisition also includes a
cokemaking facility and interests in three joint ventures that process flat-rolled steel products. For the twelve months ended June 30, 2014,
Dearborn shipped 2.4 million tons of steel products, generating sales of $2.0 billion, net income (loss) of $(1.1) billion and adjusted EBITDA
of $68.7 million. Pro forma for the Dearborn Acquisition, for the twelve months ended June 30, 2014, AK Steel shipped approximately
7.7 million tons of steel products and generated sales of $7.7 billion, net income (loss) attributable to AK Holding of $(1.1) billion and
adjusted EBITDA of $300.2 million. During the first six months of 2014, AK Steel's results were adversely impacted by approximately $18
million as a result of an unplanned outage at its Ashland Works blast furnace, $30 million of higher energy costs due to severe weather
conditions, $15 million in higher costs associated with winter weather and iron ore shortages, and $6 million from a litigation settlement. Also
during the first half of 2014, Dearborn's financial results were adversely impacted by approximately $11 million due to higher natural gas
costs and volumes related to the severe winter weather.
The Dearborn plant has the capacity to produce 2.4 million tons of flat-rolled steel per annum and produces high-quality, carbon flat-
rolled steels for the automotive, construction and appliance markets. Dearborn's value-added products are primarily utilized in the North
American automotive industry, which accounted for approximately 57% of its direct 2013 steel shipments (and approximately 63% of its steel
shipments when including indirect shipments). Dearborn is also a leading supplier to the U.S. distributor and pipe and tube markets, which
represented 21% and 10% of 2013 shipments, respectively.
Since 2007, Severstal has invested over $1.2 billion in the Dearborn plant, including a rebuild of its blast furnace (2007), improvements
to the its hot strip mill, construction of a new state of the art pickle line tandem cold mill (2011) and construction of a new hot dip galvanizing
line (2011).
In addition to the steelmaking facilities at the Dearborn plant, AK Steel will also acquire Mountain State Carbon cokemaking facility and
interest in three steel finishing joint ventures as part of the Dearborn Acquisition, as further detailed below:

· Mountain State Carbon, LLC is a leading producer of high-quality coke with up to 1.1 million tons of annual coke production

capacity from its four coke batteries. For the twelve months ended June 30, 2014, Mountain State Carbon produced approximately
500,000 tons and provided approximately two-thirds of Dearborn's total coke requirements;

· Spartan Steel Coating, LLC is a 48%-owned joint venture with Worthington Industries in Monroe, Michigan, that produces hot dip

galvanized sheet sold to unexposed automotive and service center customers. Its current annual capacity is 600,000 tons. The
Dearborn plant supplies 100% of the substrate needs and sells at least 80% of Spartan Steel's output;

· Delaco Processing, LLC is a 49%-owned joint venture with Delaco Supreme Tool and Gear Company that operates a slitter for the

processing of steel coils; and

· Double Eagle Steel Coating Company is a 50%-owned joint venture with United States Steel Corporation located adjacent to the

Dearborn facility. It is the world's largest electrogalvanizing line with capacity of

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870,000 tons per year, producing premium quality galvanized sheet steel primarily for automotive customers. The future status of

Double Eagle is uncertain, as the joint venture is currently scheduled for dissolution in the first quarter of 2015.
The Dearborn plant is located in close proximity to many of AK Steel's customers and is highly complementary to AK Steel's existing
carbon steel operations. Management believes the Dearborn Acquisition will benefit AK Steel in the following ways, among others:

· Increased scale and enhanced ability to serve customers--The expanded geographic footprint will improve logistics and allow the

Company to ship from multiple manufacturing sites to end users at a closer proximity and for a lower cost;

· Improved operational flexibility and productivity of steel-making operations--Additional facilities, including a third blast furnace
and a second carbon hot strip mill capable of rolling products for the automotive market, will provide operational flexibility and

enable the Company to better manage unplanned outages and regular maintenance of critical equipment by having multiple, high-
quality facilities;

· Enhanced production capability--The addition of Dearborn's recently modernized steelmaking equipment and facilities, with the

benefit of over $1.2 billion of capital investments made by the previous owner since 2007, will add 2.4 million tons per annum to AK
Steel's total capacity and increase the Company's ability to supply coated products to automotive and other markets; and

· Strengthened position as a premier manufacturer of automotive grade steels--The Dearborn plant is strategically positioned to
serve leading automotive original equipment manufacturers (OEMs) in the Great Lakes region. For the twelve months ended June 30,

2014, AK Steel had total automotive-related shipments of 2.5 million tons; pro forma for the Dearborn Acquisition, automotive-
related shipments would be 3.8 million tons.
Management has identified over $50 million of annual cost-based synergies it expects to achieve through the Dearborn Acquisition, $25
million of which are expected to be realized in the first year. These cost-based synergies are expected to be achieved principally in the
following categories:

· Operations--operating Dearborn's facilities at more optimal levels, consistent with AK Steel's high levels of productivity;

· Sales--optimizing freight to lower logistics costs for transporting raw materials to us and steel products to customers;

· Human resources--consolidating managerial and back office functions in a more efficient manner;

· Raw materials and energy--enhancing our ability to optimize the various raw materials from AK Steel's suppliers to its

manufacturing facilities;

· Purchasing--leveraging higher volumes of purchases to obtain more favorable pricing from suppliers;

· Risk management--combining insurance coverage to achieve lower costs and reducing risks to us as a result of our increased scale

and improved operational and maintenance flexibility; and

· Customer service--improving customer support through geographic proximity of sales, technical and other resources.
We expect to incur certain costs, including severance costs, to realize the cost-based synergies. See "Risk Factors--Risks Relating to the
Dearborn Acquisition."
On September 3, 2014, we were notified by the Department of Justice that we had received early termination of the Hart-Scott-Rodino
review for the Dearborn Acquisition, clearing regulatory approval. The closing of the Dearborn Acquisition is subject to the satisfaction of
customary closing conditions. Closing of the

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Dearborn Acquisition will occur concurrently with and is a condition to closing of this offering. This prospectus supplement is not an offering
for the common stock.
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Competitive Strengths
We believe the following factors improve our competitive positioning.
Industry leader in the manufacturing of high-end, value-added products serving attractive end-markets with strong long-term growth
fundamentals. We have leading market positions in North America in certain segments of the automotive market and in the electrical power
generation and distribution end-markets. We believe our superior product quality, on-time delivery and excellent customer service differentiate
us from our peers.
We are a premier producer of coated steel for exposed automotive applications, such as painted automotive surfaces. These high-
specification varieties of carbon steel are difficult to produce and are sold to demanding customers, where quality, reliable delivery, service and
support are key requirements and differentiate us from our competitors. Our existing carbon steel operations and operational flexibility will be
complemented by both the production capabilities and geographic location of the newly acquired Dearborn assets. We are also a market leader
in 400-series chrome and specialty grade stainless steels, and the largest North American supplier of stainless steel for automotive exhaust
system components. According to IHS Automotive, North American vehicle production is forecasted to grow from approximately
17.0 million units in 2014 to approximately 17.5 million units in 2016.
We are one of the only full-line domestic producers of high-value, energy-efficient grain-oriented electrical steels ("GOES"), which are
sold to both domestic and international manufacturers of power transmission and distribution transformers, as well as electrical motors and
generators in the infrastructure and manufacturing markets. We believe the long-term growth fundamentals for GOES remain strong, with
demand driven by the electrification of emerging economies, the improvement of an aging electrical infrastructure in developed economies,
and new energy efficiency standards established in the United States.
We also have exposure to the building and construction end-market, which positions us to benefit from the emerging recovery in non-
residential construction. FMI Construction outlook has forecast U.S. residential and non-residential construction spending trends to grow by
approximately 10.0% and approximately 6.0% per annum from 2014 to 2016, respectively.
Diverse product offering and flexible operating facilities. We are the only domestic flat-rolled steel producer with a significant
presence in carbon, stainless and electrical steels. We are one of the few domestic steel producers that operate both blast furnaces and electric-
arc furnaces. The majority of our steelmaking facilities are integrated with production and downstream operations, which provides us the
flexibility to manufacture a wide variety of products at each facility. The ability to maximize production across a variety of steel products in
order to meet market demand allows our facilities to run at higher-than-average utilization rates. Moreover, our facilities are strategically
located in close proximity to many of our customers, leading to reduced transportation costs and efficiency gains in product lead-times when
compared to our peers. The Dearborn Acquisition further enhances this capability by expanding the footprint and increasing AK Steel's ability
to serve customers in a timely and more cost-efficient manner. Through our diverse product offering and flexible manufacturing facilities, we
are able to tailor our product mix to meet evolving end-market demand and enhance profit margins.
Lean operational structure with a focus on quality, productivity and safety. We are focused on being the lowest cost producer of our
products and on reducing our operating costs to optimize our profitability in the following ways, among others:

· Continued productivity improvements across all of our facilities. We have implemented continuous productivity improvements

across all of our facilities to improve their efficiency. From 2006 through

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2013, the rate of internal rejects as a percentage of production decreased by 49% while the rate of internal retreats as a percentage of

production decreased by 51%. We intend to apply our productivity improvements to the Dearborn plant as well. We believe our cost
structure positions us well to be competitive in the markets we serve.

· Efficient and cost-effective workforce. Since 2003, we have negotiated progressive labor agreements that have significantly reduced
total employment costs at all of our union-represented facilities. Today, all of our facilities have cost-competitive and flexible labor
agreements, which allow us to make changes to our operations as needed. We have reduced our number of employees by

approximately 29% since 2003, while our tons shipped per employee has increased approximately 28% over the same time period.
Our smaller, more flexible workforce has fewer job categories, which greatly increases labor productivity and reduces work rule
complexity.

· Industry-leading safety performance. According to AISI reports, our Total Recordable Injury Rate is approximately 7 times better
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Final Prospectus Supplement
than the overall steel industry average for 2013. Safety is a key core of our business as we focus on keeping our employees safe and

this focus also serves as a critical component of maintaining a competitive cost position. We strongly believe that to successfully run a
high-quality, low-cost operation, safety must be a top priority.
Visible, substantial reduction in future employee benefit and strategic capital investment requirements. AK Steel's historical funding
of pension and post-employment benefit obligations ("OPEB") and strategic capital investments have been the majority of our fixed cash
obligations in the past several years. The Company's cash flow obligations for capital spending and retiree-related obligations will decline
significantly in 2015 and beyond. Pension funding is forecasted to decline from $197 million in 2014 to only $4 million in 2017, while
payments of retiree health care benefits (OPEB obligations) and contributions to related Voluntary Employee Beneficiary Associations
("VEBAs") are forecasted to decline from $68 million in 2014 to $39 million in 2017. Over the past few years, the Company has been
focusing on investing for the long-term future of the Company through targeted strategic investments, including investments in Magnetation
totaling $288 million since October 2011 (with the final $10 million contribution expected by October 2014) and in AK Coal exceeding $70
million since October 2011 (with no near-term additional material capital investments necessary). AK Steel expects aggregate legacy employee
funding obligations (i.e., pension, OPEB and VEBAs) and the remaining strategic capital investments yet to be funded to substantially decline
from $392 million in 2014 to $84 million in 2015, an 80% reduction year over year. Dearborn has no defined benefit pension plans and its
postretirement health benefits are not expected to materially increase our postretirement liabilities.
Strengthened financial position and enhanced liquidity. The Dearborn Acquisition strengthens our financial position through the
incremental scale, additional EBITDA and increased liquidity. In conjunction with the Dearborn Acquisition, we intend to increase the
commitments under our existing asset-backed revolving credit facility (the "Credit Facility") by $400 million to $1.5 billion. At June 30, 2014,
after giving effect to the Dearborn Acquisition and this offering, the concurrent offering of shares of AK Holding's common stock, the
application of the proceeds and the amendment of the Credit Facility, our total liquidity (including cash and available borrowings under our
Credit Facility), would have been $906 million.
Experienced management team. We have an experienced management team with significant operating experience in the steel industry.
Our top ten executives collectively have almost 200 years of steel industry experience and have been with AK Steel for an average of 16 years.
We believe the experience of our management team will position the Company well to integrate Dearborn into AK Steel and allow the
Company to achieve the targeted $50 million in cost-based synergies. This team continues to direct our strategic evolution and has positioned
us to grow in the years ahead.

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Business Strategy
Focus on high value-added products and profitable end markets. We seek to provide customers with the highest quality flat-rolled
steel with precise "just-in-time" delivery and technical support. We are a premier producer of value-added carbon coated steels for automotive
exterior body panels, and our products are consistently rated #1 in quality and customer service by our customers against our peers. We are the
largest domestic steel producer for high-temperature, corrosion-resistant automotive exhaust components. We are also a leader in production
of grain-oriented electrical steels used in transformers, which positions AK Steel extremely well for expected growth in transformer demand.
We will continue to focus on these and other high value-added products and profitable end markets.
Continue to focus on driving down production costs and widening margins. Management is continuously driven to lower costs and
enhance margins. To this end, we currently have a number of initiatives outlined below in greater detail:

· Continuous improvement and cost reduction initiatives. Reducing costs, such as by increasing the capacity utilization of our
production facilities and eliminating inefficiencies in our processes, is an ongoing priority at AK Steel. The Dearborn Acquisition

provides the Company with an opportunity to reduce costs by an estimated $50 million annually. We believe we will achieve at least
$25 million of this benefit in the first year following the Dearborn Acquisition.

· Magnetation. A fundamental pillar of our cost-improvement strategy involves increasing our iron ore self-sufficiency through our
Magnetation LLC joint venture, a company headquartered in Minnesota that produces iron ore concentrate from previously-mined iron
ore reserves. We are in the final stages of completing a new pelletizing plant in Reynolds, Indiana that will supply approximately 50%
of our iron ore pellet needs for our Middletown Works and Ashland Works blast furnaces at a price that we expect will compare
favorably to expected market levels, even in the current lower cost iron ore environment. Although the estimated benefits associated

with Magnetation will vary based on the market price of iron ore (which fluctuates with the IODEX), the ownership interest in the
joint venture offers AK Steel a valuable hedge against rising iron ore prices, as well as an all-rail shipping logistics advantage. While
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Final Prospectus Supplement
the future pricing of iron ore is unknown, we currently estimate that our annual margin benefit attributable to Magnetation when its
pellet plant is fully operational would be approximately $60.0 million, $90.0 million and $130.0 million based on an assumed IODEX
of $100, $120 and $140 per metric ton, respectively, and Magnetation's assumed cost structure.

· AK Coal. Another pillar of our cost-improvement strategy involves reducing our sensitivity to volatile metallurgical coal pricing by
operating AK Coal, a wholly-owned subsidiary of AK Steel. In 2011, we acquired all the stock of AK Coal, which controls through
ownership and lease, estimated reserves exceeding 30 million tons of low-volatile metallurgical coal in Pennsylvania. The production
levels and estimated benefits associated with AK Coal will vary based on the market price of low-volatile metallurgical coal. The
Company currently estimates that AK Coal will deliver clean coal from its initial North Fork mine at an annualized rate of
approximately 360,000 tons in 2015, subject to market conditions for metallurgical coal. While the future pricing of metallurgical coal

is not known, we currently estimate that our annual margin benefit attributable to AK Coal when fully operational at a million ton
annual level of production would be approximately $20.0 million, $30.0 million and $40.0 million based on an assumed low-volatile
metallurgical coal prices of $110, $120 and $130 per net ton, respectively, and AK Coal's expected cost structure. These estimated
benefit levels assume the development of additional mines is successfully completed and required permits are obtained, and reflect our
current estimate of capital investment and operating costs. Permitting activities at AK Coal are ongoing and the Company expects to
be well-positioned in the future to increase production levels in the event that metallurgical coal prices increase.

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Continue exploiting our operating flexibility to enhance margins. We will continue to focus on maximizing margins by tailoring our
product mix to meet our customers' needs. Our manufacturing flexibility allows us to move across the value-added product spectrum
opportunistically, while targeting varied exposures to different end-markets, depending on where we can achieve the best returns. For instance,
we are currently pursuing higher levels of contract business and more exposure to the robust automotive market. Our level of flat-rolled
business based on contract sales has increased from 57% in 2011 to 68% in the second quarter ended June 30, 2014. Contract business allows
us to schedule our production runs with increased efficiency and less volatility, thus providing improved margin. During the second quarter
ended June 30, 2014, improvements in the automotive market and our larger share of that market had a positive impact on our sales and
shipments. As the North American economy continues its recovery, we expect our operational flexibility to allow us to benefit meaningfully
from a potential non-residential building and housing recovery cycle.
Pursue incremental growth opportunities through the development of next generation steel products to increase profitability. We
continue to develop innovative, next-generation products in response to customer demand for advanced high strength steel. An example of
this is the recent commercial success we achieved with the launch of ULTRALUME®, a high performance, boron steel product for the
automotive industry that provides light-weight gauge material, crucial to our customers in enabling them to meet stricter automobile fuel
efficiency standards. Separately, we are designing more efficient grain-oriented electrical steel for transformer applications, and we are
expanding into new end-markets by advancing carbon and stainless products into hydraulic fracking and offshore energy applications. We
believe our growth initiatives will lead to higher utilization rates and improved margins.
Maintain a strong balance sheet with sufficient liquidity to achieve our strategic vision. We will continue to focus on strengthening
our balance sheet and increasing our financial flexibility. The Dearborn Acquisition will be credit enhancing and, along with the intended
amendment of our Credit Facility to increase the commitments by $400 million to $1.5 billion, significantly improves our liquidity. Our
decision to finance the Dearborn Acquisition with a significant component of equity is further evidence of our commitment to maintain a
strong balance sheet. We also remain committed to the continued reduction of our pension and OPEB-related liabilities. Since 2004 we have
reduced our pension/OPEB obligation by approximately $2.5 billion. We expect our retiree-related obligations to be substantially reduced in
future years because of lower annual funding obligations as a result of strong pension trust asset returns in recent years and the effects of
recent "pension smoothing" legislation on our annual required pension contributions over the next few years. In addition, we have satisfied our
material funding obligations for the Voluntary Employee Beneficiary Associations related to retiree healthcare obligations and we anticipate
lower funding obligations for other postemployment benefits in the coming years. At June 30, 2014, after giving effect to the Dearborn
Acquisition and this offering, the concurrent offering of shares of AK Holding's common stock, the application of the proceeds and the
amendment of the Credit Facility, our total liquidity (including cash and available borrowings under our Credit Facility), would have been
$906 million.
Recent Developments
We expect continued improvement in the third quarter of 2014 compared to the first and second quarters of 2014. The improved outlook
for the third quarter is due to a variety of factors, including lower energy costs and the anticipated recovery from the effects of the severe
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