10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________

FORM 10-Q

_________________________________

T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

or

£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File No. 1-13696

AK STEEL HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	31-1401455
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
9227 Centre Pointe Drive, West Chester, Ohio	45069
(Address of principal executive offices)	(Zip Code)

(513) 425-5000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to filing requirements for the past 90 days.

Yes T No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.

Yes T No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	£	Accelerated filer	T
Non-accelerated filer	£	Smaller reporting company	£

Indicate by check mark whether the registrant is a shell company. Yes £ No T

There were 136,711,159 shares of common stock outstanding as of April 30, 2014.

AK STEEL HOLDING CORPORATION

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Statements of Operations—Three Months Ended March 31, 2014 and 2013	1
	Condensed Consolidated Statements of Comprehensive Income (Loss)—Three Months Ended March 31, 2014 and 2013	2
	Condensed Consolidated Balance Sheets—As of March 31, 2014 and December 31, 2013	3
	Condensed Consolidated Statements of Cash Flows—Three Months Ended March 31, 2014 and 2013	5
	Condensed Consolidated Statements of Equity (Deficit)—Three Months Ended March 31, 2014 and 2013	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36
Item 4.	Controls and Procedures	38
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	41
	SIGNATURES	42

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

AK STEEL HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions, except per share data)
	Three Months Ended March 31,
(unaudited)	2014			2013
Net sales	$	1,383.5		$	1,369.8
Cost of products sold (exclusive of items shown separately below)	1,335.6			1,252.3
Selling and administrative expenses (exclusive of items shown separately below)	60.2			51.6
Depreciation	48.7			48.6
Pension and OPEB expense (income)	(25.7		)	(15.9		)
Total operating costs	1,418.8			1,336.6
Operating profit (loss)	(35.3		)	33.2
Interest expense	32.2			31.0
Other income (expense)	(1.9		)	1.8
Income (loss) before income taxes	(69.4		)	4.0
Income tax expense (benefit)	1.8			(2.8		)
Net income (loss)	(71.2		)	6.8
Less: Net income attributable to noncontrolling interests	14.9			16.7
Net income (loss) attributable to AK Steel Holding Corporation	$	(86.1	)	$	(9.9	)
Basic and diluted earnings per share:
Net income (loss) attributable to AK Steel Holding Corporation common stockholders	$	(0.63	)	$	(0.07	)

See notes to condensed consolidated financial statements.

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AK STEEL HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(dollars in millions)
	Three Months Ended March 31,
(unaudited)	2014			2013
Net income (loss)	$	(71.2	)	$	6.8
Other comprehensive income (loss), before tax:
Foreign currency translation gain (loss)	—			(1.1		)
Cash flow hedges:
Gains (losses) arising in period	1.9			(3.0		)
Reclassification of losses (gains) to net income (loss)	(2.7		)	(3.9		)
Unrealized holding gains (losses) on securities:
Unrealized holding gains (losses) arising in period	—			0.1
Pension and OPEB plans:
Gains (losses) arising in period	(5.3		)	—
Reclassification of prior service cost (credits) included in net income (loss)	(17.3		)	(19.1		)
Reclassification of losses (gains) included in net income (loss)	(0.8		)	7.3
Other comprehensive income (loss), before tax	(24.2		)	(19.7		)
Income tax expense (benefit) related to items of comprehensive income (loss)	—			—
Other comprehensive income (loss)	(24.2		)	(19.7		)
Comprehensive income (loss)	(95.4		)	(12.9		)
Less: Comprehensive income attributable to noncontrolling interests	14.9			16.7
Comprehensive income (loss) attributable to AK Steel Holding Corporation	$	(110.3	)	$	(29.6	)

See notes to condensed consolidated financial statements.

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AK STEEL HOLDING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in millions, except per share data)

(unaudited)	March 31, 2014			December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	31.1		$	45.3
Accounts receivable, net	498.9			525.2
Inventory, net	687.7			586.6
Deferred tax assets, current	70.4			69.6
Other current assets	38.2			46.5
Total current assets	1,326.3			1,273.2
Property, plant and equipment	5,884.4			5,871.9
Accumulated depreciation	(4,040.0		)	(3,991.8		)
Property, plant and equipment, net	1,844.4			1,880.1
Other non-current assets:
Investment in Magnetation LLC	186.5			187.8
Other non-current assets	258.2			264.6
TOTAL ASSETS	$	3,615.4		$	3,605.7
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	617.4		$	601.8
Accrued liabilities	175.7			142.9
Current portion of long-term debt	0.6			0.8
Current portion of pension and other postretirement benefit obligations	73.4			85.9
Total current liabilities	867.1			831.4
Non-current liabilities:
Long-term debt	1,657.2			1,506.2
Pension and other postretirement benefit obligations	908.0			965.4
Other non-current liabilities	110.5			110.0
TOTAL LIABILITIES	3,542.8			3,413.0
Equity:
Common stock, authorized 200,000,000 shares of $0.01 par value each; issued 136,844,563 and 149,691,388 shares in 2014 and 2013; outstanding 136,712,665 and 136,380,078 shares in 2014 and 2013	1.4			1.5
Additional paid-in capital	1,909.3			2,079.2
Treasury stock, common shares at cost, 131,898 and 13,311,310 shares in 2014 and 2013	(0.9		)	(174.0		)
Accumulated deficit	(2,537.2		)	(2,451.1		)
Accumulated other comprehensive income	299.2			323.4
Total stockholders’ equity (deficit)	(328.2		)	(221.0		)
Noncontrolling interests	400.8			413.7
TOTAL EQUITY	72.6			192.7
TOTAL LIABILITIES AND EQUITY	$	3,615.4		$	3,605.7

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The Condensed Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013, include the following amounts related to consolidated variable interest entities, prior to intercompany eliminations. See Note 12 for more information concerning variable interest entities.

(unaudited)	March 31, 2014			December 31, 2013
SunCoke Middletown
Cash and cash equivalents	$	0.4		$	14.2
Accounts receivable, net	0.5			—
Inventory, net	24.2			22.1
Property, plant and equipment	418.6			418.5
Accumulated depreciation	(32.6		)	(29.0		)
Accounts payable	12.3			13.3
Other assets (liabilities), net	0.1			(0.7		)
Noncontrolling interests	398.9			411.8
Other variable interest entities
Cash and cash equivalents	$	0.9		$	1.0
Property, plant and equipment	11.3			11.5
Accumulated depreciation	(9.0		)	(9.2		)
Other assets (liabilities), net	0.7			0.6
Noncontrolling interests	1.9			1.9

See notes to condensed consolidated financial statements.

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AK STEEL HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)
	Three Months Ended March 31,
(unaudited)	2014			2013
Cash flows from operating activities:
Net income (loss)	$	(71.2	)	$	6.8
Depreciation	45.1			45.1
Depreciation—SunCoke Middletown	3.6			3.5
Amortization	6.3			5.9
Deferred income taxes	0.5			(4.4		)
Pension and OPEB expense (income)	(25.7		)	(15.9		)
Contributions to pension trust	(41.3		)	(30.0		)
Other postretirement benefit payments	(18.6		)	(18.1		)
Changes in working capital	(14.1		)	(9.6		)
Changes in working capital—SunCoke Middletown	(4.5		)	3.3
Other operating items, net	(5.1		)	6.4
Net cash flows from operating activities	(125.0		)	(7.0		)
Cash flows from investing activities:
Capital investments	(13.8		)	(15.5		)
Capital investments—SunCoke Middletown	—			(1.0		)
Other investing items, net	6.8			0.8
Net cash flows from investing activities	(7.0		)	(15.7		)
Cash flows from financing activities:
Net borrowings under credit facility	150.0			—
Redemption of long-term debt	(0.2		)	(0.2		)
Debt issuance costs	(3.3		)	(1.5		)
Purchase of treasury stock	(0.9		)	(0.6		)
SunCoke Middletown distributions to noncontrolling interest owners	(27.8		)	(9.1		)
Other financing items, net	—			(1.1		)
Net cash flows from financing activities	117.8			(12.5		)
Net increase (decrease) in cash and cash equivalents	(14.2		)	(35.2		)
Cash and cash equivalents, beginning of period	45.3			227.0
Cash and cash equivalents, end of period	$	31.1		$	191.8

See notes to condensed consolidated financial statements.

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AK STEEL HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

(dollars in millions)

(unaudited)	Common Stock			Addi- tional Paid-In Capital			Treasury Stock			Accum- ulated Deficit			Accum- ulated Other Compre- hensive Income (Loss)			Noncon- trolling Interests			Total
December 31, 2012	$	1.5		$	2,069.7		$	(173.3	)	$	(2,404.3	)	$	1.1		$	414.3		$	(91.0	)
Net income (loss)										(9.9		)				16.7			6.8
Share-based compensation				3.9															3.9
Purchase of treasury stock							(0.6		)										(0.6		)
Change in accumulated other comprehensive income (loss)													(19.7		)				(19.7		)
Net distributions to noncontrolling interests																(9.1		)	(9.1		)
March 31, 2013	$	1.5		$	2,073.6		$	(173.9	)	$	(2,414.2	)	$	(18.6	)	$	421.9		$	(109.7	)
December 31, 2013	$	1.5		$	2,079.2		$	(174.0	)	$	(2,451.1	)	$	323.4		$	413.7		$	192.7
Net income (loss)										(86.1		)				14.9			(71.2		)
Retirement of treasury stock	(0.1		)	(173.9		)	174.0												—
Share-based compensation				4.0															4.0
Purchase of treasury stock							(0.9		)										(0.9		)
Change in accumulated other comprehensive income (loss)													(24.2		)				(24.2		)
Net distributions to noncontrolling interests																(27.8		)	(27.8		)
March 31, 2014	$	1.4		$	1,909.3		$	(0.9	)	$	(2,537.2	)	$	299.2		$	400.8		$	72.6

See notes to condensed consolidated financial statements.

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AK STEEL HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise indicated)

NOTE 1 - Basis of Presentation

In the opinion of the management of AK Steel Holding Corporation (“AK Holding”) and its wholly-owned subsidiary, AK Steel Corporation (“AK Steel”, and together with AK Holding, the “Company”), the accompanying condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 2014, the results of its operations for the three months ended March 31, 2014 and 2013, and its cash flows for the three months ended March 31, 2014 and 2013. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year ending December 31, 2014. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2013, included in the Company’s Form 10‑K for the year ended December 31, 2013.

NOTE 2 - Inventories

	March 31, 2014			December 31, 2013
Finished and semi-finished	$	802.6		$	722.2
Raw materials	280.1			260.9
Total cost	1,082.7			983.1
Adjustment to state inventories at LIFO value	(395.0		)	(396.5		)
Inventory, net	$	687.7		$	586.6

NOTE 3 - Investments in Equity Investees

The Company has investments in several businesses accounted for using the equity method of accounting. These investees are Combined Metals of Chicago, LLC (“Combined Metals”), Magnetation LLC (“Magnetation”) and Rockport Roll Shop LLC (“Rockport Roll Shop”), of which the Company has equity ownership of 40.0%, 49.9% and 50.0%, respectively. Cost of products sold includes the Company’s share of income from Combined Metals and Rockport Roll Shop of $2.2 and $1.7 for the three months endedMarch 31, 2014, and 2013, respectively. Included in other income (expense) was the Company’s share of income (loss) related to Magnetation of $(1.3) and $2.3 for the three months endedMarch 31, 2014, and 2013, respectively.

Summarized financial statement data for all investees is presented below.

	Three Months Ended March 31,
	2014		2013
Revenue	$	72.4	$	69.5
Gross profit	24.5		25.2
Net income	5.5		11.1

Magnetation

Magnetation utilizes advanced magnetic separation technology to recover iron ore from existing stockpiles of previously-mined material, such as tailings basins. Magnetation controls substantial volumes of these existing stockpiles, as well as other resources with significant amounts of iron content that could allow it to eventually recover iron ore from traditional mining operations. Traditional mining operations are not currently anticipated to be necessary for the foreseeable future, depending upon factors such as the recovery yield of Magnetation’s concentrate plants and future acquisitions of additional tailings basins and other iron-bearing resources. Through a pellet purchase agreement, AK Steel will have the right to purchase all of the pellets produced

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by Magnetations’s iron ore pelletizing plant when construction is completed, currently expected to occur in late third quarter or early fourth quarter of 2014.

AK Steel has committed to an investment of capital in Magnetation totaling $297.5. AK Steel has contributed a total of $197.5 for its interest in Magnetation through March 31, 2014 and the remaining $100.0 of contributions are anticipated to occur through the remainder of 2014 with the timing to be determined based on liquidity needs of Magnetation. AK Steel has no legal or contractual obligation to provide further financing to Magnetation beyond the amount mentioned above. As of March 31, 2014, the Company’s carrying cost of the investment exceeded its share of the underlying equity in net assets of Magnetation, recorded using historical carrying amounts, by $95.2. This difference is being amortized through equity in earnings and its amortization is included in the Company’s share of income (loss) amounts above.

NOTE 4 - Income Taxes

Income taxes recorded through March 31, 2014 were estimated using the discrete method, which was based on the actual year-to-date pre-tax loss through March 31, 2014, as well as the related change in the valuation allowance on deferred tax assets. The Company is unable to estimate pre-tax income for the remainder of 2014 with sufficient precision for purposes of the effective tax rate method, which requires consideration of a projection of full-year income and the expected change in the valuation allowance. The estimated annual effective tax rate method was not reliable due to its sensitivity to small changes to forecasted annual pre-tax earnings and the effect of the Company’s valuation allowance, which create results with significant variations in the customary relationship between income tax expense and pre-tax income for the interim periods. As a result, the Company determined that the use of the discrete method is more appropriate than the annual effective tax rate method. The Company has estimated the change in valuation allowances required based on the year-to-date pre-tax loss and the change in value of the identified tax-planning strategy, which is determined based on year-to-date LIFO income. Income tax expense (benefit) for the three months endedMarch 31, 2014 and 2013, includes a non-cash charge of $31.7 and $1.1, respectively, for the change in the valuation allowance on the Company’s deferred tax assets, which offsets the income tax benefit related to the Company’s pre-tax loss.

NOTE 5 - Long-term Debt and Other Financing

The Company’s debt balances, including current portions, were as follows:

	March 31, 2014			December 31, 2013
Credit Facility	$	240.0		$	90.0
8.75% Senior Secured Notes due December 2018	380.0			380.0
5.00% Exchangeable Senior Notes due November 2019 (effective rate of 10.8%)	150.0			150.0
7.625% Senior Notes due May 2020	529.8			529.8
8.375% Senior Notes due April 2022	290.2			290.2
Industrial Revenue Bonds due 2014 through 2030	99.9			100.1
Unamortized debt (discount) premium, net	(32.1		)	(33.1		)
Total debt	1,657.8			1,507.0
Less:
Current portion of long-term debt	0.6			0.8
Total long-term debt	$	1,657.2		$	1,506.2

During the three months endedMarch 31, 2014, the Company was in compliance with all the terms and conditions of its debt agreements.

Credit Facility

In March 2014, AK Steel entered into a new $1.1 billion asset-backed revolving credit facility (“Credit Facility”) with a group of lenders. The Credit Facility, which expires in March 2019, replaced AK Steel’s prior $1.1 billion asset-backed revolving credit facility (“Replaced Credit Facility”), which was set to expire in April 2016, and is secured by the same classes of assets as the Replaced Credit Facility. The Credit Facility contains common restrictions similar to the Replaced Credit Facility, including

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limitations on, among other things, distributions and dividends, acquisitions and investments, indebtedness, liens and affiliate transactions. Availability is calculated as the lesser of the credit facility commitment or the Company’s eligible collateral after advance rates, less outstanding revolver borrowings and letters of credit. The Company’s obligations under its Credit Facility are secured by its inventory and accounts receivable, and availability under the Credit Facility fluctuates monthly based on the varying levels of eligible collateral. The Credit Facility provides the Company with enhanced liquidity and greater financial and strategic flexibility. The Credit Facility includes a separate “first-in, last-out”, or “FILO” tranche, which allows the Company to maximize its eligible collateral at higher advance rates. The Credit Facility requires maintenance of a minimum fixed charge coverage ratio of one to one if availability under the Credit Facility is less than $110.0. At March 31, 2014, AK Holding was the sole guarantor of the Credit Facility. At March 31, 2014, the Company’s eligible collateral, after application of applicable advance rates, was $1,064.5. As of March 31, 2014, there were outstanding Credit Facility borrowings of $240.0. Availability as of March 31, 2014 was further reduced by $67.5 of outstanding letters of credit, resulting in remaining availability of $757.0. In April 2014, in order to provide additional collateral to the borrowing base and increase the Company’s availability under the Credit Facility, thereby enhancing its liquidity, the Company added AK Tube LLC and AK Steel Properties, Inc., both 100%-owned subsidiaries, as guarantors under the Credit Facility. The additional eligible collateral is expected to provide additional availability under the Credit Facility of approximately $30.0 in the second quarter of 2014.

NOTE 6 - Pension and Other Postretirement Benefits

The Company provides noncontributory pension and various healthcare and life insurance benefits to most employees and retirees. The pension plan is not fully funded. The Company expects to contribute $196.5 to the master pension trust during 2014.  Of this total, $41.3 was made in the three months endedMarch 31, 2014 and $71.1 was made in April 2014, leaving $84.1 to be made during the third quarter of 2014.

Net periodic benefit cost (income) for pension and other postretirement benefits were as follows:

	Three Months Ended March 31,
	2014			2013
Pension Benefits
Service cost	$	0.4		$	0.6
Interest cost	36.7			34.7
Expected return on assets	(50.7		)	(45.9		)
Amortization of prior service cost	1.0			0.9
Amortization of (gain) loss	(0.5		)	6.8
Net periodic benefit cost (income)	$	(13.1	)	$	(2.9	)
Other Postretirement Benefits
Service cost	$	1.0		$	1.2
Interest cost	5.0			5.3
Amortization of prior service cost (credit)	(18.3		)	(20.0		)
Amortization of (gain) loss	(0.3		)	0.5
Net periodic benefit cost (income)	$	(12.6	)	$	(13.0	)

During the first quarter of 2014, the Company performed a remeasurement of an unfunded supplemental retirement plan as a result of lump sum benefit payments made to retired participants. The related settlement gain had a minimal effect on net periodic pension benefit income.

NOTE 7 - Environmental and Legal Contingencies

Environmental Contingencies

AK Steel and its predecessors have been conducting steel manufacturing and related operations since 1900. Although the Company believes its operating practices have been consistent with prevailing industry standards during this time, hazardous

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materials may have been released in the past at one or more operating sites or third-party sites, including operating sites that the Company no longer owns. To the extent reasonably estimable, the Company has estimated potential remediation expenditures for those sites where future remediation efforts are probable based on identified conditions, regulatory requirements or contractual obligations arising from the sale of a business or facility. In the case of sites involving governmentally-required investigations, an estimate of potential remediation expenditures is typically made only after the investigation is complete and the nature and scope of the remediation is better understood. In general, the material components of these accruals include the costs associated with investigations, delineations, risk assessments, remedial work, governmental response and oversight costs, site monitoring, and preparation of reports to the appropriate environmental agencies. Liabilities recorded on the Company’s Condensed Consolidated Balance Sheets for such estimated probable costs relating to environmental matters are presented below:

	March 31, 2014		December 31, 2013
Accrued liabilities	$	8.7	$	9.5
Other non-current liabilities	34.5		34.1

The ultimate costs to the Company with respect to each site cannot be predicted with certainty because of the evolving nature of the investigation and remediation process. Rather, to develop the estimates of the probable costs, the Company must make certain assumptions. The most significant of these assumptions relate to the nature and scope of the work that will be necessary to investigate and remediate a particular site and the cost of that work. Other significant assumptions include the cleanup technology that will be used, whether and to what extent any other parties will participate in paying the investigation and remediation costs, reimbursement of past response and future oversight costs by governmental agencies, and the reaction of the governing environmental agencies to the proposed work plans. Costs of future expenditures are not discounted to their present value. To the extent that the Company has been able to reasonably estimate its future liabilities, the Company does not believe that there is a reasonable possibility that a loss or losses exceeding the amounts accrued will be incurred in connection with the environmental matters discussed below that would, either individually or in the aggregate, have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows. However, since amounts recognized in the consolidated financial statements in accordance with accounting principles generally accepted in the United States exclude potential losses that are not probable or that may not be currently estimable, the ultimate costs of these environmental proceedings may be higher than those currently recorded in the Company’s consolidated financial statements.

Except as expressly noted below, the Company does not currently anticipate any material effect on the Company’s consolidated financial position, results of operations or cash flows as a result of its compliance with current environmental regulations. Moreover, because all domestic steel producers operate under the same set of federal environmental regulations, the Company does not believe that it is disadvantaged relative to its domestic competitors by the need to comply with these regulations. Some foreign competitors may benefit from less stringent environmental requirements in the countries in which they produce, resulting in lower compliance costs and providing those foreign competitors with a cost advantage on their products.

Pursuant to the Resource Conservation and Recovery Act (“RCRA”), which governs the treatment, handling and disposal of hazardous waste, the EPA and authorized state environmental agencies may conduct inspections of RCRA-regulated facilities to identify areas where there have been releases of hazardous waste or hazardous constituents into the environment and may order the facilities to take corrective action to remediate such releases. AK Steel’s major steelmaking facilities are subject to RCRA inspections by environmental regulators. While the Company cannot predict the future actions of these regulators, it is possible that they may identify conditions in future inspections of these facilities which they believe require corrective action.

Under authority conferred by the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the EPA and state environmental authorities have conducted site investigations at certain of AK Steel’s facilities and other third-party facilities, portions of which previously may have been used for disposal of materials that are currently subject to regulation. The results of these investigations are still pending, and AK Steel could be directed to expend funds for remedial activities at the former disposal areas. Because of the uncertain status of these investigations, however, the Company cannot reliably predict whether or when such expenditures might be required, their magnitude or the timeframe during which these potential costs would be incurred.

As previously reported, on July 27, 2001, AK Steel received a Special Notice Letter from the EPA requesting that AK Steel agree to conduct a Remedial Investigation/Feasibility Study (“RI/FS”) and enter into an administrative order on consent pursuant to Section 122 of CERCLA regarding the former Hamilton Plant located in New Miami, Ohio. The Hamilton Plant ceased operations in 1990, and all of its former structures have been demolished and removed. Although AK Steel did not believe that a site-wide RI/FS was necessary or appropriate, in April 2002 it entered into a mutually agreed-upon administrative order on consent to perform such an investigation and study of the Hamilton Plant site. The site-wide investigation portion of the RI/FS

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has been submitted. A supplemental study is projected to be completed in 2014. AK Steel currently has accrued $0.7 for the remaining cost of the RI/FS. Until the RI/FS is completed, AK Steel cannot reliably estimate the additional costs, if any, associated with any potentially required remediation of the site or the timeframe during which these potential costs would be incurred.

As previously reported, on September 30, 1998, AK Steel’s predecessor, Armco Inc., received an order from the EPA under Section 3013 of RCRA requiring it to develop a plan for investigation of eight areas of Mansfield Works that allegedly could be sources of contamination. A site investigation began in November 2000 and is continuing. AK Steel cannot reliably estimate at this time how long it will take to complete this site investigation. AK Steel currently has accrued approximately $1.1 for the projected cost of the study at Mansfield Works. Until the site investigation is completed, AK Steel cannot reliably estimate the additional costs, if any, associated with any potentially required remediation of the site or the timeframe during which these potential costs would be incurred.

As previously noted, on September 26, 2012, the EPA issued an order under Section 3013 of RCRA requiring the Company to develop a plan for investigation of four areas at AK Steel’s Ashland Works Coke Plant. A site investigation plan was submitted to the EPA on October 25, 2012, revised most recently on October 23, 2013 and conditionally approved by the EPA on April 28, 2014. AK Steel has not yet agreed to all of the conditions imposed by the EPA. AK Steel cannot reliably estimate at this time how long it will take to complete the site investigation. AK Steel currently has accrued approximately $0.5 for the projected cost of the investigation. Until the site investigation is completed, AK Steel cannot reliably estimate the additional costs, if any, associated with any potentially required remediation of the site or the timeframe during which these potential costs would be incurred.

As previously reported, on August 3, 2011, September 29, 2011, and June 28, 2012, the EPA issued Notice of Violations (“NOV”) with respect to the coke plant at AK Steel’s Middletown Works alleging violations of pushing and combustion stack limits. The Company is investigating these claims and is working with the EPA to attempt to resolve them. AK Steel believes it will reach a settlement in this matter, but it cannot be certain that a settlement will be reached and cannot reliably estimate at this time how long it will take to reach a settlement or what all of its terms might be. AK Steel will vigorously contest any claims which cannot be resolved through a settlement. Until it has reached a settlement with the EPA or the claims that are the subject of the NOVs are otherwise resolved, AK Steel cannot reliably estimate the costs, if any, associated with any potentially required operational changes at the battery or the timeframe over which any potential costs would be incurred.

As previously reported, on July 15, 2009, AK Steel and the Pennsylvania Department of Environmental Protection (“PADEP”) entered into a Consent Order and Agreement (the “Consent Order”) to resolve an alleged unpermitted discharge of wastewater from the closed Hillside Landfill at the former Ambridge Works. Under the terms of the Consent Order, AK Steel paid a penalty and also agreed to implement various corrective actions, including an investigation of the area where activities were conducted regarding the landfill, submission of a plan to collect and treat surface waters and seep discharges, and upon approval from PADEP, implementation of that plan. The Company has accrued approximately $2.2 for the current phase of remedial work required under the Consent Order. However, the design plan for this phase has not yet been developed or approved. Until that design plan is approved, the Company cannot reliably determine the actual cost of this phase, but it is expected to be at least the amount of the current accrual. The Company currently estimates that the remaining work required for this phase will be completed in 2015, but that estimated timeframe is subject to the potential for delays, such as delays due to work plan approval and/or permitting delays. Additional work in the form of monitoring likely will be required after completion of the current phase, but the Company cannot reliably determine the cost of that work or the timeframe for its completion until the design phase has been approved.

As previously reported, on June 29, 2000, the United States filed a complaint on behalf of the EPA against AK Steel in the U.S. District Court for the Southern District of Ohio (the “Court”), Case No. C-1-00530, for alleged violations of the Clean Air Act, the Clean Water Act and RCRA at the Middletown Works. Subsequently, the State of Ohio, the Sierra Club and the National Resources Defense Council intervened. On May 15, 2006, a Consent Decree in Partial Resolution of Pending Claims (the “Consent Decree”) was entered by the Court. Under the Consent Decree, the Company paid a civil penalty and performed a supplemental environmental project to remove ozone-depleting refrigerants from certain equipment. The Company further agreed to undertake a comprehensive RCRA facility investigation at its Middletown Works and, as appropriate, complete a corrective measures study. In accordance with the Consent Decree, the Company also was required to implement certain RCRA corrective action interim measures to address polychlorinated biphenyls (“PCBs”) in sediments and soils relating to Dicks Creek and certain other specified surface waters, adjacent floodplain areas and other previously identified geographic areas. The Company has completed the remedial activity at Dicks Creek, but continues to work on the RCRA facility investigation and certain interim measures. The Company currently has accrued approximately $13.8 for the cost of known work required under the Consent Decree for the RCRA facility investigation and remaining interim measures.

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As previously reported, on October 17, 2012, the EPA issued an NOV and Notice of Intent to File a Civil Administrative Complaint to AK Steel’s Mansfield Works alleging violations of RCRA primarily relating to the Company’s management of electric arc furnace dust at the facility. The Company is investigating these claims and is working with the EPA to attempt to resolve them. The NOV proposed a civil penalty of approximately $0.3. AK Steel believes it will reach a settlement in this matter, but it cannot be certain that a settlement will be reached and cannot reliably estimate at this time how long it will take to reach a settlement or what all of its terms might be. AK Steel will vigorously contest any claims which cannot be resolved through a settlement.

In addition to the foregoing matters, AK Steel is or may be involved in proceedings with various regulatory authorities that may require AK Steel to pay fines, comply with more rigorous standards or other requirements or incur capital and operating expenses for environmental compliance. The Company believes that the ultimate disposition of the proceedings will not have, individually or in the aggregate, a material adverse effect on its consolidated financial condition, results of operations or cash flows.

Legal Contingencies

As previously reported, since 1990, AK Steel (or its predecessor, Armco Inc.) has been named as a defendant in numerous lawsuits alleging personal injury as a result of exposure to asbestos. The great majority of these lawsuits have been filed on behalf of people who claim to have been exposed to asbestos while visiting the premises of a current or former AK Steel facility. The majority of asbestos cases pending in which AK Steel is a defendant do not include a specific dollar claim for damages. In the cases that do include specific dollar claims for damages, the complaint typically includes a monetary claim for compensatory damages and a separate monetary claim in an equal amount for punitive damages, and does not attempt to allocate the total monetary claim among the various defendants.

Information on asbestos cases pending at March 31, 2014 is presented below:

	Asbestos Cases Pending at
	March 31, 2014
Cases with specific dollar claims for damages:
Claims up to $0.2	121
Claims above $0.2 to $5.0	6
Claims above $5.0 to $15.0	2
Claims above $15.0 to $20.0	2
Total claims with specific dollar claims for damages (a)	131
Cases without a specific dollar claim for damages	304
Total asbestos cases pending	435

(a) Involve a total of 2,339 plaintiffs and 17,487 defendants

In each case, the amount described is per plaintiff against all of the defendants, collectively. Thus, it usually is not possible at the outset of a case to determine the specific dollar amount of a claim against AK Steel. In fact, it usually is not even possible at the outset to determine which of the plaintiffs actually will pursue a claim against AK Steel. Typically, that can only be determined through written interrogatories or other discovery after a case has been filed. Thus, in a case involving multiple plaintiffs and multiple defendants, AK Steel initially only accounts for the lawsuit as one claim against it. After AK Steel has determined through discovery whether a particular plaintiff will pursue a claim against it, it makes an appropriate adjustment to statistically account for that specific claim. It has been AK Steel’s experience to date that only a small percentage of asbestos plaintiffs ultimately identify AK Steel as a target defendant from whom they actually seek damages and most of these claims ultimately are either dismissed or settled for a small fraction of the damages initially claimed. Set forth below is a chart showing the number of new claims filed (accounted for as described above), the number of pending claims disposed of (i.e., settled or otherwise dismissed), and the approximate net amount of dollars paid on behalf of AK Steel in settlement of asbestos-related claims in the three months endedMarch 31, 2014 and 2013.

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	Three Months Ended March 31,
	2014		2013
New Claims Filed	13		11
Pending Claims Disposed Of	14		20
Total Amount Paid in Settlements	$	0.3	$	0.7

Since the onset of asbestos claims against AK Steel in 1990, five asbestos claims against it have proceeded to trial in four separate cases. All five concluded with a verdict in favor of AK Steel. AK Steel intends to continue to vigorously defend the asbestos claims asserted against it. Based upon its present knowledge, and the factors set forth above, the Company believes it is unlikely that the resolution in the aggregate of the asbestos claims against AK Steel will have a materially adverse effect on the Company’s consolidated results of operations, cash flows or financial condition. However, predictions as to the outcome of pending litigation, particularly claims alleging asbestos exposure, are subject to substantial uncertainties. These uncertainties include (1) the significantly variable rate at which new claims may be filed, (2) the effect of bankruptcies of other companies currently or historically defending asbestos claims, (3) the uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, (4) the type and severity of the disease alleged to be suffered by each claimant, and (5) the potential for enactment of legislation affecting asbestos litigation.

As previously reported, on October 20, 2009, William Schumacher filed a purported class action against the AK Steel Corporation Retirement Accumulation Pension Plan, or AK RAPP, and the AK Steel Corporation Benefit Plans Administrative Committee in the United States District Court for the Southern District of Ohio, Case No. 1:09cv794. The complaint alleged that the method used under the AK RAPP to determine lump sum distributions does not comply with ERISA and the Internal Revenue Code and resulted in underpayment of benefits to him and the other class members. The plaintiff and the other individuals on whose behalf the plaintiff filed suit were excluded by the Court in 2005 from similar litigation previously reported and now resolved (the class action litigation filed January 2, 2002 by John D. West) based on previous releases of claims they had executed in favor of the Company. There were a total of 92 individuals who were excluded from the prior litigation. On January 24, 2011, this case was certified as a class action. On November 13, 2013, the District Court entered final judgment in the amount of $4.4, including pre-judgment and post-judgment interest. That judgment was paid on November 21, 2013 from the Company’s pension trust. On October 14, 2013, plaintiffs’ counsel filed a motion requesting an award of attorney fees of $1.3. By order dated February 4, 2014, the court granted in part and denied in part the motion filed by plaintiffs’ counsel seeking an award of fees. As part of the order, the court directed the defendants to pay to plaintiffs’ counsel statutory fees in the amount of approximately $0.6. The award of attorney fees was paid out of the Company’s pension trust on March 6, 2014. Following that payment, the parties filed an agreed notice of satisfaction of judgment on March 20, 2014. With that filing, this matter is now concluded.

As previously reported, in September and October 2008, several companies filed purported class actions in the United States District Court for the Northern District of Illinois against nine steel manufacturers, including AK Holding. The case numbers for these actions are 08CV5214, 08CV5371, 08CV5468, 08CV5633, 08CV5700, 08CV5942 and 08CV6197. An additional action, case number 10CV04236, was filed in the same federal district court on July 8, 2010. On December 28, 2010, another action, case number 32,321, was filed in state court in the Circuit Court for Cocke County, Tennessee. The defendants removed the Tennessee case to federal court and filed a motion to transfer the case to the Northern District of Illinois. That motion was granted on March 28, 2012. The plaintiffs in the various pending actions are companies which claim to have purchased steel products, directly or indirectly, from one or more of the defendants and they purport to file the actions on behalf of all persons and entities who purchased steel products for delivery or pickup in the United States from any of the named defendants at any time from at least as early as January 2005. The complaints allege that the defendant steel producers have conspired in violation of antitrust laws to restrict output and to fix, raise, stabilize and maintain artificially high prices with respect to steel products in the United States. Discovery has commenced but only with respect to issues relating to class certification. On May 24, 2012, the direct purchaser plaintiffs filed a motion for class certification. On February 28, 2013, the defendants filed a memorandum in opposition to the motion for class certification and motions to exclude the opinions of the plaintiffs’ experts. An evidentiary hearing on the motion for class certification and the motions to exclude the opinions of the plaintiffs’ experts was held commencing on March 15, 2014. No trial date has been set. Prior to that hearing, AK Holding reached an agreement with the direct purchaser plaintiffs to tentatively settle the claims asserted against AK Holding, subject to certain court approvals set forth below. Pursuant to that settlement, AK Holding agreed to pay $5.8 to the plaintiff class of direct purchasers in exchange for a complete release of all claims from the members of that class. AK Holding continues to believe that the claims asserted against it lack any merit, but it elected to enter into the settlement in order to avoid the ongoing expense of defending itself in this protracted and expensive antitrust litigation. The tentative settlement received preliminary approval by the court on April 11, 2014. Following such preliminary approval, notice of the proposed settlement will be provided to members of the settlement class, followed by a fairness hearing. In order to become final, the settlement must receive a second approval by the court following that fairness

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hearing. In light of the progress of the settlement negotiations during the first quarter of 2014, the Company recorded a charge in the amount of the tentative settlement with the direct purchaser plaintiff class. At this stage, the Company does not have adequate information available to determine that a loss is probable or to reliably or accurately estimate its potential loss, if any, with respect to the remaining indirect purchaser plaintiff class. Because the Company has been unable to determine that a potential loss in this case with respect to such indirect purchasers is probable or estimable, it has not recorded an accrual related to this matter for them. In the event that the Company’s assumptions used to evaluate whether a loss in this matter is either probable or estimable with respect to the indirect purchaser plaintiff class prove to be incorrect or change in future periods, the Company may be required to record a charge for the indirect purchaser plaintiff class at a later date. Moreover, in the event that the settlement with the direct purchaser class does not receive final approval from the court, the settlement with that putative class of plaintiffs would be void and the parties then would continue to litigate the direct purchaser claims. Under such circumstances, the Company would continue to contest this matter vigorously and the potential liability of the Company in this matter could be more or less than the amount of the current accrual relating to the direct purchaser plaintiffs.

As previously reported, on December 31, 2009, Heritage Coal Company LLC, Patriot Coal Corporation and Pine Ridge Coal Company (collectively, “Heritage Coal”) filed a third-party complaint against AK Steel in the Circuit Court of Boone County, West Virginia, naming AK Steel as a third-party defendant in 108 separate personal injury actions. Those actions were consolidated for discovery and pretrial proceedings under Civil Action No. 09-C-212. The various plaintiffs in the underlying actions sought damages allegedly caused by groundwater contamination arising out of certain coal mining operations in West Virginia. In its third-party complaint, Heritage Coal seeks a determination of its potential rights of contribution against AK Steel pursuant to a January 20, 1984 Asset Purchase Agreement between Heritage Coal’s predecessor-in-interest, Peabody Coal Company, as buyer, and AK Steel’s predecessor-in-interest, Armco Inc., as seller, for the sale of certain coal real estate and leasehold interests located in West Virginia, which Heritage alleges included property now the subject of the underlying civil actions. On March 28, 2010, AK Steel entered into a tentative settlement agreement with the plaintiffs and Heritage Coal whereby it agreed to pay $0.2 in exchange for a complete release of all claims. The full amount required to be paid pursuant to this settlement on behalf of AK Steel already has been paid into an escrow account. The parties have received formal court approval of the settlement and plaintiffs’ counsel is performing certain administrative tasks necessary to fulfill the settlement, which are expected to be completed in the near future. The settlement resolves all of the claims raised by Heritage Coal in the third-party complaint and also releases AK Steel from any claims by the plaintiffs in the underlying actions. AK Steel considers this matter to be concluded.

As previously reported, on January 20, 2010, ArcelorMittal France and ArcelorMittal Atlantique et Lorraine (collectively “ArcelorMittal”) filed an action against AK Steel (and two other steel manufacturers) in the United States District Court for the District of Delaware, Case No. 10-050-SLR. The complaint alleges that AK Steel is infringing the claims of U.S. Patent No. 6,296,805 (the “Patent”) in making pre-coated cold-rolled boron steel sheet and seeks injunctive relief and unspecified compensatory damages. On March 4, 2010, AK Steel filed an answer in which it denied ArcelorMittal’s claims and raised various affirmative defenses. On that date, AK Steel also filed counterclaims against ArcelorMittal for a declaratory judgment that AK Steel is not infringing the Patent and that the Patent is invalid. Subsequently, the trial court bifurcated the issues of liability and damages. The case proceeded with a trial to a jury on the issue of liability during the week of January 15, 2011. The jury returned a verdict that AK Steel did not infringe the Patent and that the Patent was invalid. Judgment subsequently was entered in favor of AK Steel and ArcelorMittal filed an appeal with the United States Court of Appeals for the Federal Circuit. On November 30, 2012, the Court of Appeals issued a decision confirming that AK Steel had prevailed on the key claim related to patent infringement and affirming the basis for the jury finding of no infringement. The Court of Appeals reversed, however, certain findings related to the validity of the Patent and remanded the case to the trial court for further proceedings. On January 30, 2013, ArcelorMittal filed a motion for rehearing with the Court of Appeals. On March 20, 2013, the Court of Appeals denied ArcelorMittal’s motion for rehearing. The case then was remanded to the trial court for further proceedings. On April 16, 2013, pursuant to a petition previously filed by ArcelorMittal and ArcelorMittal USA LLC, the U.S. Patent and Trademark Office reissued the Patent as U.S. Reissue Patent RE44,153 (the “Reissued Patent”). Also on April 16, 2013, ArcelorMittal filed a second action against AK Steel in the United States District Court for the District of Delaware, Case No. 1:13-cv-00685 (the “Second Action”). The complaint filed in the Second Action alleges that AK Steel is infringing the claims of the Reissued Patent and seeks injunctive relief and unspecified compensatory damages. On April 23, 2013, AK Steel filed a motion to dismiss key elements of the complaint filed in the Second Action. In addition, the parties briefed related non-infringement and claims construction issues in the original action. On October 25, 2013, the District Court granted summary judgment in favor of AK Steel, confirming that AK Steel’s product does not infringe the original Patent or the Reissued Patent. The Court further ruled that ArcelorMittal’s Reissued Patent was invalid due to ArcelarMittal’s deliberate violation of a statutory prohibition on broadening a patent through reissue more than two years after the original Patent was granted and that the original Patent had been surrendered when the Reissued Patent was issued and thus is no longer in effect. Final Judgment was entered on October 31, 2013. On November 6, 2013, ArcelorMittal filed a motion to clarify or, in the alternative, to alter or amend the October 31, 2013 judgment. The defendants opposed the motion. On December 5, 2013, the court issued a memorandum and

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order denying the motion and entering final judgment in favor of defendants, including AK Steel, and against ArcelorMittal, specifically ruling that all claims of ArcelorMittal’s Reissued Patent are invalid as violative of 35 U.S.C. §251(d). On December 30, 2013, ArcelorMittal filed notices of appeal to the Federal Circuit Court of Appeals and the parties are in the process of preparing and submitting briefs to the appellate court. AK Steel intends to continue to contest this matter vigorously. At this time, the Company has not made a determination that a loss is probable and it does not have adequate information to reliably or accurately estimate its potential loss in the event that ArcelorMittal were to prevail in its appeal in this dispute. Because the Company has been unable to determine that the potential loss in this case is probable or estimable, it has not recorded an accrual related to this matter. In the event that the Company’s assumptions used to evaluate whether a loss in this matter is either probable or estimable prove to be incorrect or change in future periods, the Company may be required to record a liability for an adverse outcome.

Trade Cases

As previously reported, on June 1, 2009, the Chinese Ministry of Commerce (“MOFCOM”) initiated antidumping and countervailing duty investigations of imports of grain-oriented electrical steel (“GOES”) from Russia and the United States. China initiated the investigations based on a petition filed by two Chinese steelmakers. These two steelmakers alleged that AK Steel and Allegheny Technologies Inc. of the United States and Novolipetsk Steel of Russia exported GOES to China at less than fair value, and that the production of GOES in the United States has been subsidized by the U.S. government. On December 9, 2009, MOFCOM issued its preliminary determination that GOES producers in the United States and Russia had been dumping in the China market and that GOES producers in the United States had received subsidies from the U.S. government. The Chinese authorities imposed provisional additional duties on future imports of GOES from Russia and/or the United States to China. On or about April 10, 2010, MOFCOM issued a final determination of dumping and subsidization against GOES producers in the United States and Russia. On September 16, 2010, the Office of the United States Trade Representative (“USTR”) filed a complaint with the World Trade Organization (the “WTO”) against China for violating the WTO’s rules by imposing antidumping and countervailing duties against imports of GOES from the United States. After conducting several rounds of hearings, on June 15, 2012, a panel (“the Panel”) composed by the WTO to decide the case issued its final decision in the case. In its decision, the Panel concluded that MOFCOM imposed antidumping and countervailing duties on imports of GOES from the United States in a manner that was inconsistent with China’s WTO obligations. On July 20, 2012, China filed an appeal of the Panel’s decision to the WTO Appellate Body. On October 18, 2012, the Appellate Body upheld the decisions of the Panel. On November 16, 2012, the WTO Dispute Settlement Body adopted the decisions of the Panel. Subsequently, a WTO Arbitrator determined that China should implement the WTO decision by July 31, 2013. In its final determination issued on July 31, 2013, MOFCOM reduced the countervailing duty rate applicable to AK Steel from 11.7 percent to 3.4 percent and determined that the antidumping duty rate applicable to AK Steel will remain at 7.8 percent, for a total of 11.2 percent. AK Steel does not believe that China has remedied the flaws that the WTO identified in MOFCOM’s material injury finding. In late February, 2014, at USTR’s request, the WTO Dispute Settlement Body announced its decision to form a panel to investigate China's failure to implement the WTO’s recommendations and rulings. AK Steel also has urged USTR to ask that WTO Dispute Settlement Body for permission to impose trade sanctions. AK Steel intends to continue to fully support the USTR in this matter.

On September 18, 2013, AK Steel, along with another domestic producer and the United Steelworkers, filed trade cases against imports of GOES from seven countries. Antidumping (“AD”) petitions were filed against China, the Czech Republic, Germany, Japan, Poland, Russia and South Korea and a countervailing duty (“CVD”) petition was filed against China charging that unfairly traded imports of GOES from those seven countries are causing material injury to the domestic industry. The United States Department of Commerce (“DOC”) initiated the cases on October 24, 2013. On November 19, 2013, the International Trade Commission (“ITC”) made a preliminary determination that there is a reasonable indication that GOES imports caused or threaten to cause material injury. On March 5, 2014, the DOC preliminarily determined that GOES imports from China benefit from subsidies by the Government of China, resulting in a preliminary CVD rate of 49.15 percent of the value of the GOES imports. As a result of its preliminary affirmative determination, DOC will instruct U.S. Customs and Border Protection to require cash deposits on imports of GOES based on the CVD preliminary rates. The DOC is expected to make preliminary determinations with regard to dumping in the second quarter of 2014, at which point the DOC may impose preliminary dumping duties. If preliminary dumping duties are imposed, covered importers would be required to pay cash deposits to the U.S. Government covering those duties beginning as of the date of the preliminary determination. Those preliminary duties would remain in effect until final determinations are issued. The entire investigation is expected to take approximately one year, with final determinations of whether there have been dumping, subsidization, and injury likely occurring in the fall of 2014.

On September 30, 2013, AK Steel filed trade cases against imports of non-oriented electrical steel (“NOES”) from six countries. AD petitions were filed against China, Germany, Japan, South Korea, Sweden and Taiwan and CVD petitions were filed against China, South Korea and Taiwan charging that unfairly traded imports of NOES from those six countries are causing material injury to the domestic industry. The DOC initiated the cases on November 7, 2013. On December 3, 2013, the ITC made a

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preliminary determination that there is a reasonable indication that NOES imports caused or threaten to cause material injury. On March 19, 2014, the DOC issued preliminary determinations with respect to AK Steel’s CVD petitions against China, South Korea and Taiwan. The DOC preliminarily determined that NOES imports from China benefit from subsidies by the Government of China, resulting in a preliminary CVD rate of 125.83 percent of the value of the NOES imports. With respect to South Korea, the DOC calculated a de minimis preliminary CVD rate, resulting in a preliminary negative determination for South Korea. With respect to Taiwan, the DOC preliminarily determined that certain NOES imports from Taiwan benefit from subsidies by the Government of Taiwan, resulting in (a) a preliminary CVD rate of 12.82 percent for Leicong Industrial Company, Ltd., (b) a de minimis preliminary CVD rate for China Steel Corporation and certain of its affiliates, and (c) a preliminary CVD rate of 6.41 percent for all other producers. As a result of the preliminary affirmative determinations for China and Taiwan, the DOC will instruct U.S. Customs and Border Protection to require cash deposits on imports of NOES based on these preliminary CVD rates. Because of the negative preliminary determination for South Korea, no cash deposit will be required for imports of NOES from South Korea. The DOC is expected make preliminary determinations with regard to dumping in the second quarter of 2014, at which point DOC may impose preliminary duties. If preliminary dumping duties are imposed, covered importers would be required to pay cash deposits covering the preliminary dumping duties to the U.S. Government beginning as of the date of the preliminary determination. Those preliminary duties would remain in effect until final determinations are issued. The entire investigation is expected to take approximately one year, with final determinations of whether there have been dumping, subsidization, and injury likely occurring in the fall of 2014.

Other Contingencies

In addition to the matters discussed above, there are various pending and potential claims against AK Steel and its subsidiaries involving product liability, commercial, employee benefits and other matters arising in the ordinary course of business. Because of the considerable uncertainties which exist with respect to any claim, it is difficult to reliably or accurately estimate what would be the amount of a loss in the event that a claimant(s) were to prevail. In the event that material assumptions or factual understandings relied upon by the Company to evaluate its exposure with respect to these contingencies prove to be inaccurate or otherwise change in the future, the Company may be required to record a liability for an adverse outcome. To the extent, however, that the Company has been able to reasonably evaluate its potential future liabilities with respect to all of these contingencies, including those described more specifically above, it is the Company’s opinion, unless otherwise noted, that the ultimate liability resulting from these contingencies, individually and in the aggregate, should not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

NOTE 8 - Treasury Stock

In January 2014, the Board of Directors authorized the formal retirement of 13,311,310 shares of common stock held by AK Holding as treasury stock. The retirement had no effect on the number of shares authorized or outstanding or on total stockholders’ equity.

NOTE 9 - Share-based Compensation

AK Holding’s Stock Incentive Plan permits the granting of nonqualified stock option, restricted stock, performance share and restricted stock unit awards to Directors, officers and other employees of the Company. The following table summarizes information about share-based compensation expense, which the Company has estimated will be $8.7 for 2014:

	Three Months Ended March 31,
Share-based Compensation Expense	2014		2013
Stock options	$	1.0	$	0.9
Restricted stock	1.9		1.7
Restricted stock units issued to Directors	0.3		0.2
Performance shares	0.8		1.1
Total share-based compensation expense	$	4.0	$	3.9

The Company granted stock options on 440,000 shares during the three months ended March 31, 2014, at a weighted-average fair value of $3.54 per share of stock option. There have been no options exercised in 2014.

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The Company granted restricted stock awards of 428,700 shares during the three months ended March 31, 2014, at a weighted-average fair value of $6.72 per share. The total intrinsic value of restricted stock awards that vested (i.e., restrictions lapsed) during the three months ended March 31, 2014 was $2.6.

The Company granted performance share awards of 512,400 shares during the three months ended March 31, 2014, at a weighted-average fair value of $6.40 per share.

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NOTE 10 - Comprehensive Income (Loss)

The details of other comprehensive income (loss), net of tax, are as follows:

	Three Months Ended March 31,
	2014			2013
Foreign currency translation
Balance at beginning of period	$	4.7		$	3.5
Other comprehensive income (loss):
Foreign currency translation gain (loss)	—			(1.1		)
Balance at end of period	$	4.7		$	2.4
Cash flow hedges
Balance at beginning of period	$	18.3		$	31.7
Other comprehensive income (loss):
Gains (losses) arising in period	1.9			(3.0		)
Income tax expense (benefit)	—			—
Gains (losses) arising in period, net of tax	1.9			(3.0		)
Reclassification of losses (gains) to net income (loss):
Hot roll carbon steel coil contracts (a)	—			(0.4		)
Other commodity contracts (b)	(2.7		)	(3.5		)
Subtotal	(2.7		)	(3.9		)
Income tax (expense) benefit	—			—
Net amount of reclassification of losses (gains) to net income (loss)	(2.7		)	(3.9		)
Total other comprehensive income (loss), net of tax	(0.8		)	(6.9		)
Balance at end of period	$	17.5		$	24.8
Unrealized holding gains (losses) on securities
Balance at beginning of period	$	0.4		$	0.3
Other comprehensive income (loss):
Unrealized holding gains (losses) arising in period	—			0.1
Income tax expense (benefit)	—			—
Unrealized holding gains (losses) arising in period, net of tax	—			0.1
Balance at end of period	$	0.4		$	0.4
Pension and OPEB plans
Balance at beginning of period	$	300.0		$	(34.4	)
Other comprehensive income (loss):
Gains (losses) arising in period	(5.3		)	—
Income tax (expense) benefit	—			—
Gains (losses) arising in period, net of tax	(5.3		)	—
Reclassification to net income (loss):
Prior service costs (credits) (c)	(17.3		)	(19.1		)
Actuarial (gains) losses (c)	(0.8		)	7.3
Subtotal	(18.1		)	(11.8		)
Income tax (expense) benefit	—			—
Amount of reclassification to net income (loss), net of tax	(18.1		)	(11.8		)
Total other comprehensive income (loss), net of tax	(23.4		)	(11.8		)
Balance at end of period	$	276.6		$	(46.2	)

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(a) Amounts are included in net sales on the Condensed Consolidated Statements of Operations.

(b) Amounts are included in cost of products sold on the Condensed Consolidated Statements of Operations.

(c) Amounts are included in pension and OPEB expense (income) on the Condensed Consolidated Statements of Operations.

NOTE 11 - Earnings per Share

Earnings per share are calculated using the “two-class” method. Under the “two-class” method, undistributed earnings are allocated to both common shares and participating securities. The sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders is divided by the weighted-average number of common shares outstanding during the period. The restricted stock granted by AK Holding is entitled to non-forfeitable dividends, if declared, and meets the criteria of a participating security.

	Three Months Ended March 31,
	2014			2013
Net income (loss) attributable to AK Steel Holding Corporation	$	(86.1	)	$	(9.9	)
Less: distributed earnings to common stockholders and holders of certain stock compensation awards	—			—
Undistributed earnings (loss)	$	(86.1	)	$	(9.9	)
Common stockholders earnings—basic and diluted:
Distributed earnings to common stockholders	$	—		$	—
Undistributed earnings (loss) to common stockholders	(85.8		)	(9.8		)
Common stockholders earnings (loss)—basic and diluted	$	(85.8	)	$	(9.8	)
Common shares outstanding (weighted-average shares in millions):
Common shares outstanding for basic earnings per share	136.1			135.7
Effect of exchangeable debt	—			—
Effect of dilutive stock-based compensation	—			—
Common shares outstanding for diluted earnings per share	136.1			135.7
Basic and diluted earnings per share:
Distributed earnings	$	—		$	—
Undistributed earnings (loss)	(0.63		)	(0.07		)
Basic and diluted earnings (loss) per share	$	(0.63	)	$	(0.07	)
Potentially issuable common shares (in millions) excluded from earnings per share calculation due to anti-dilutive effect	7.9			2.4

NOTE 12 - Variable Interest Entities

SunCoke Middletown

SunCoke Middletown provides the Company annually with about 550,000 tons of metallurgical-grade coke and approximately 45 megawatts of electrical power under long-term supply agreements. Under those agreements, the Company will purchase all of the coke and electrical power generated from SunCoke Middletown’s plant through at least 2031. SunCoke Middletown is deemed to be a variable interest entity because the Company has committed to purchase all of the expected production from the facility and the Company has been determined to be the primary beneficiary. Thus, the financial results of SunCoke Middletown are required to be consolidated with the results of the Company with recognition of a noncontrolling interest, even though the Company has no ownership interest in SunCoke Middletown. Included in consolidated income (loss) before taxes was income before taxes related to SunCoke Middletown of $15.0 and $16.9 for the three months ended March 31, 2014 and 2013, respectively.

- 19-

Vicksmetal/Armco Associates

The Company owns a 50% interest in Vicksmetal/Armco Associates (“VAA”), a joint venture with Vicksmetal Company, which is owned by Sumitomo Corporation. VAA slits electrical steel primarily for AK Steel, though also for third parties. AK Steel has determined that VAA meets the definition of a variable interest entity and the financial results of VAA are consolidated with the results of the Company, as the primary beneficiary.

NOTE 13 - Fair Value Measurements

The Company measures certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. The hierarchy of those valuation approaches is broken down into three levels based on the reliability of inputs as follows:

• Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

• Level 2 inputs are inputs, other than quoted prices, that are directly or indirectly observable for the asset or liability. Level 2 inputs include model-generated values that rely on inputs either directly observed or readily-derived from available market data sources, such as Bloomberg or other news and data vendors. They include quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates and yield curves observable at commonly quoted intervals or current market) and contractual prices for the underlying financial instrument, as well as other relevant economic factors. Fair values of the Company’s derivative commodity contracts and foreign currency forward contracts are generated using forward prices that are derived from observable futures prices relating to the respective commodity or currency from sources such as the New York Mercantile Exchange (NYMEX) or the London Metal Exchange (LME). In cases where the derivative is an option contract (including caps, floors and collars), the Company’s valuations reflect adjustments made to valuations generated by the derivative’s counterparty. After validating that the counterparty’s assumptions relating to implied volatilities are in line with an independent source for these implied volatilities, the Company discounts these model-generated future values with discount factors designed to reflect the credit quality of the party obligated to pay under the derivative contract. Differing discount rates are applied to different contracts as a function of differing maturities and different counterparties. As of March 31, 2014, a spread over benchmark rates of less than 1.0% was used for derivatives valued as assets and for derivatives valued as liabilities. The Company has estimated the fair value of long-term debt based upon quoted market prices for the same or similar issues or on the current interest rates available to the Company for debt of similar terms and maturities.

• Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. This level of categorization is not applicable to the Company’s valuations on a normal recurring basis other than for an immaterial portion of its pension assets.

- 20-

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:

	March 31, 2014								December 31, 2013
	Level 1		Level 2			Total			Level 1		Level 2			Total
Assets measured at fair value
Cash and cash equivalents	$	31.1	$	—		$	31.1		$	45.3	$	—		$	45.3
Other current assets:
Commodity hedge contracts	—		4.8			4.8			—		4.9			4.9
Other non-current assets:
Available for sale investments—cash and cash equivalents	11.6		—			11.6			18.6		—			18.6
Assets measured at fair value	$	42.7	$	4.8		$	47.5		$	63.9	$	4.9		$	68.8
Liabilities measured at fair value
Accrued liabilities:
Foreign exchange contracts	$	—	$	(0.1	)	$	(0.1	)	$	—	$	(0.7	)	$	(0.7	)
Commodity hedge contracts	—		(3.5		)	(3.5		)	—		(0.4		)	(0.4		)
Other non-current liabilities—commodity hedge contracts	—		(0.2		)	(0.2		)	—		(0.1		)	(0.1		)
Liabilities measured at fair value	$	—	$	(3.8	)	$	(3.8	)	$	—	$	(1.2	)	$	(1.2	)
Liabilities measured at other than fair value
Long-term debt, including current portions:
Fair value	$	—	$	(1,819.5	)	$	(1,819.5	)	$	—	$	(1,659.9	)	$	(1,659.9	)
Carrying amount	—		(1,657.8		)	(1,657.8		)	—		(1,507.0		)	(1,507.0		)

The carrying amounts of the Company’s other financial instruments do not differ materially from their estimated fair values at March 31, 2014 and December 31, 2013.

NOTE 14 - Derivative Instruments and Hedging Activities

The Company is subject to fluctuations of exchange rates on a portion of intercompany receivables that are denominated in foreign currencies and uses forward currency contracts to manage exposures to certain of these currency price fluctuations. These contracts have not been designated as hedges for accounting purposes and gains or losses are reported in earnings on a current basis in other income (expense).

The Company is exposed to fluctuations in market prices of raw materials and energy sources, as well as to the effect of market prices on the sale of certain commodity steel (hot roll carbon steel coils). The Company may use cash-settled commodity price swaps and options (including collars) to hedge the market risk associated with the purchase of certain of its raw materials and energy requirements and the sale of hot roll carbon steel coils. These derivatives are typically used with respect to a portion of the Company’s natural gas, nickel, iron ore, aluminum, zinc and electricity requirements. The Company’s hedging strategy is designed to mitigate the effect on earnings from the price volatility of these various commodity exposures. Independent of any hedging activities, price changes in any of these commodity markets could negatively affect operating costs or selling prices.

All commodity derivatives are marked to market and recognized as an asset or liability at fair value. The effective gains and losses for commodity derivatives designated as cash flow hedges of forecasted purchases of raw materials and energy sources are recorded in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets and reclassified into cost of products sold in the same period as the earnings recognition of the associated underlying transaction. The effective gains and losses for hot roll carbon steel coils derivatives designated as cash flow hedges of forecasted sales are recorded in accumulated other comprehensive income on the Consolidated Balance Sheets and reclassified into net sales in the same period as the earnings recognition of the associated underlying transaction. Gains and losses on these designated derivatives arising from either hedge ineffectiveness or related to components excluded from the assessment of effectiveness are recognized in current earnings under cost of products sold or net sales, as appropriate. All gains or losses from derivatives for which hedge accounting treatment has not been elected are also reported in earnings on a current basis in net sales or cost of products sold.

- 21-

The Company had the following outstanding commodity price swaps and options and forward foreign exchange contracts:

Commodity	March 31, 2014		December 31, 2013
Nickel (in lbs)	643,400		763,300
Natural gas (in MMBTUs)	2,160,000		3,240,000
Zinc (in lbs)	9,000,000		12,000,000
Electricity (in MWHs)	453,800		—
Iron ore (in metric tons)	1,763,900		190,735
Hot roll carbon steel coils (in short tons)	177,900		74,147
Foreign exchange contracts (in euros)	€	12,945,000	€	17,730,000

The following table presents the fair value of derivative instruments in the Condensed Consolidated Balance Sheets:

Asset (liability)	March 31, 2014			December 31, 2013
Derivatives designated as hedging instruments:
Other current assets—commodity contracts	$	2.6		$	2.6
Derivatives not designated as hedging instruments:
Other current assets—commodity contracts	2.2			2.3
Accrued liabilities:
Foreign exchange contracts	(0.1		)	(0.7		)
Commodity contracts	(3.5		)	(0.4		)
Other noncurrent liabilities—commodity contracts	(0.2		)	(0.1		)

The following table presents gains (losses) on derivative instruments included in the Condensed Consolidated Statements of Operations:

	Three Months Ended March 31,
Gain (loss)	2014			2013
Derivatives in cash flow hedging relationships—
Commodity contracts:
Reclassified from accumulated other comprehensive income into net sales (effective portion)	$	—		$	0.4
Reclassified from accumulated other comprehensive income into cost of products sold (effective portion)	2.7			3.5
Recognized in cost of products sold (ineffective portion and amount excluded from effectiveness testing)	—			5.8
Derivatives not designated as hedging instruments:
Foreign exchange contracts—recognized in other income (expense)	0.7			0.6
Commodity contracts:
Recognized in net sales	(3.6		)	0.5
Recognized in cost of products sold	0.2			—

- 22-

The following table lists the amount of gains (losses) before tax expected to be reclassified into cost of products sold within the next twelve months for the Company’s existing commodity contracts that qualify for hedge accounting, as well as the period of time over which the Company is hedging its exposure to the volatility in future cash flows:

Commodity Hedge	Settlement Dates	Gains (losses)
Natural gas	April 2014 to December 2014	$	2.0
Zinc	April 2014 to December 2014	0.2
Electricity	June 2014 to September 2014	0.1
Iron ore	April 2014 to November 2014	(0.2		)

NOTE 15 - Supplemental Cash Flow Information

The following table presents the net cash paid (received) during the period for interest, net of capitalized interest, and income taxes:

	Three Months Ended March 31,
	2014		2013
Net cash paid (received) during the period for:
Interest, net of capitalized interest	$	2.6	$	1.6
Income taxes	0.1		0.3

Included in net cash flows from operations was cash provided by SunCoke Middletown of $14.0 and $23.7 for the three months ended March 31, 2014 and 2013, respectively. Consolidated cash and cash equivalents at March 31, 2014 and December 31, 2013, includes $0.4 and $14.2, respectively, of cash and cash equivalents of SunCoke Middletown. There are no compensating balance arrangements or legal restrictions on the cash and cash equivalents of SunCoke Middletown, however, it is not available for the Company’s use.

The Company had non-cash capital investments during the three months ended March 31, 2014 and 2013, that had not been paid as of the end of the respective period. These amounts are included in accounts payable and accrued liabilities and have been excluded from the Condensed Consolidated Statements of Cash Flows. The Company also granted restricted stock to certain employees and restricted stock units to directors under the Stock Incentive Plan. The amounts of non-cash investing and financing activities were as follows:

	Three Months Ended March 31,
	2014		2013
Capital investments	$	10.3	$	6.9
Issuance of restricted stock and restricted stock units	3.1		2.3

NOTE 16 - Union Contracts

In February 2014, members of the United Steelworkers, Local 169, ratified a three-year labor agreement covering approximately 280 employees at the Mansfield Works. The new agreement expires on March 31, 2017. The existing contract had been scheduled to expire March 31, 2014.

An agreement with the International Association of Machinists and Aerospace Workers, Local 1943, which represents approximately 1,650 employees at the Middletown Works, is scheduled to expire on September 15, 2014. An agreement with the USWA, Local 1915, which represents approximately 100 employees at AK Tube in Walbridge, Ohio, is scheduled to expire on January 22, 2015. An agreement with the USWA, Local 1865, which represents approximately 820 employees at the Ashland Works, is scheduled to expire on March 1, 2015.

- 23-

NOTE 17 - Supplemental Guarantor Information

AK Steel’s 8.75% Senior Secured Notes due December 2018, 7.625% Senior Notes due May 2020, 8.375% Senior Notes due April 2022 (collectively, the “Senior Notes”) and 5.00% Exchangeable Senior Notes due November 2019 (the “Exchangeable Notes”) are governed by indentures entered into by AK Holding and its 100%-owned subsidiary, AK Steel. Under the terms of the indentures, AK Holding fully and unconditionally, jointly and severally, guarantees the payment of interest, principal and premium, if any, on each of the notes comprising the Senior Notes and the Exchangeable Notes. As of March 31, 2014, AK Holding was the sole guarantor of the Senior Notes and the Exchangeable Notes. In April 2014, the Company designated two 100%-owned subsidiaries, AK Tube LLC and AK Steel Properties, Inc., as guarantor subsidiaries of the Senior Notes and the unsecured Industrial Revenue Bonds.

The presentation of the supplemental guarantor information reflects all investments in subsidiaries under the equity method of accounting. Net income (loss) of the subsidiaries accounted for under the equity method is therefore reflected in their parents’ investment accounts. The principal elimination entries eliminate investments in subsidiaries and inter-company balances and transactions. The following supplemental condensed consolidating financial statements present information about AK Holding, AK Steel and the other non-guarantor subsidiaries based on the guarantees in effect as of March 31, 2014.

Condensed Consolidated Statements of Comprehensive Income (Loss)
Three Months Ended March 31, 2014
	AK Holding			AK Steel			Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Company
Net sales	$	—		$	1,315.1		$	192.6	$	(124.2	)	$	1,383.5
Cost of products sold (exclusive of items shown separately below)	—			1,303.9			148.9		(117.2		)	1,335.6
Selling and administrative expenses (exclusive of items shown separately below)	1.6			58.9			10.3		(10.6		)	60.2
Depreciation	—			42.5			6.2		—			48.7
Pension and OPEB expense (income)	—			(25.7		)	—		—			(25.7		)
Total operating costs	1.6			1,379.6			165.4		(127.8		)	1,418.8
Operating profit (loss)	(1.6		)	(64.5		)	27.2		3.6			(35.3		)
Interest expense	—			31.7			0.5		—			32.2
Other income (expense)	—			(3.8		)	1.9		—			(1.9		)
Income (loss) before income taxes	(1.6		)	(100.0		)	28.6		3.6			(69.4		)
Income tax expense (benefit)	—			(4.6		)	5.0		1.4			1.8
Equity in net income (loss) of subsidiaries	(84.5		)	10.9			—		73.6			—
Net income (loss)	(86.1		)	(84.5		)	23.6		75.8			(71.2		)
Less: Net income attributable to noncontrolling interests	—			—			14.9		—			14.9
Net income (loss) attributable to AK Steel Holding Corporation	(86.1		)	(84.5		)	8.7		75.8			(86.1		)
Other comprehensive income (loss)	(24.2		)	(24.2		)	—		24.2			(24.2		)
Comprehensive income (loss) attributable to AK Steel Holding Corporation	$	(110.3	)	$	(108.7	)	$	8.7	$	100.0		$	(110.3	)

- 24-

Condensed Consolidated Statements of Comprehensive Income (Loss)
Three Months Ended March 31, 2013
	AK Holding			AK Steel			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Company
Net sales	$	—		$	1,283.7		$	216.8		$	(130.7	)	$	1,369.8
Cost of products sold (exclusive of items shown separately below)	—			1,200.2			173.8			(121.7		)	1,252.3
Selling and administrative expenses (exclusive of items shown separately below)	1.5			50.6			9.7			(10.2		)	51.6
Depreciation	—			43.7			4.9			—			48.6
Pension and OPEB expense (income)	—			(15.9		)	—			—			(15.9		)
Total operating costs	1.5			1,278.6			188.4			(131.9		)	1,336.6
Operating profit (loss)	(1.5		)	5.1			28.4			1.2			33.2
Interest expense	—			30.7			0.3			—			31.0
Other income (expense)	—			(2.1		)	3.9			—			1.8
Income (loss) before income taxes	(1.5		)	(27.7		)	32.0			1.2			4.0
Income tax expense (benefit)	—			(9.7		)	6.4			0.5			(2.8		)
Equity in net income (loss) of subsidiaries	(8.4		)	9.6			—			(1.2		)	—
Net income (loss)	(9.9		)	(8.4		)	25.6			(0.5		)	6.8
Less: Net income attributable to noncontrolling interests	—			—			16.7			—			16.7
Net income (loss) attributable to AK Steel Holding Corporation	(9.9		)	(8.4		)	8.9			(0.5		)	(9.9		)
Other comprehensive income (loss)	(19.7		)	(19.7		)	(1.1		)	20.8			(19.7		)
Comprehensive income (loss) attributable to AK Steel Holding Corporation	$	(29.6	)	$	(28.1	)	$	7.8		$	20.3		$	(29.6	)

- 25-

Condensed Consolidated Balance Sheets
March 31, 2014
	AK Holding			AK Steel			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Company
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	15.6		$	15.5		$	—		$	31.1
Accounts receivable, net	—			452.8			68.5			(22.4		)	498.9
Inventory, net	—			625.7			69.5			(7.5		)	687.7
Deferred tax assets, current	—			70.2			0.2			—			70.4
Other current assets	0.3			34.1			3.8			—			38.2
Total current assets	0.3			1,198.4			157.5			(29.9		)	1,326.3
Property, plant and equipment	—			5,262.3			622.1			—			5,884.4
Accumulated depreciation	—			(3,924.2		)	(115.8		)	—			(4,040.0		)
Property, plant and equipment, net	—			1,338.1			506.3			—			1,844.4
Other non-current assets:
Investment in Magnetation LLC	—			—			186.5			—			186.5
Investment in affiliates	(2,913.8		)	1,421.5			—			1,492.3			—
Inter-company accounts	2,585.3			(3,529.6		)	919.8			24.5			—
Other non-current assets	—			133.4			124.8			—			258.2
TOTAL ASSETS	$	(328.2	)	$	561.8		$	1,894.9		$	1,486.9		$	3,615.4
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—		$	565.4		$	52.7		$	(0.7	)	$	617.4
Accrued liabilities	—			166.1			9.6			—			175.7
Current portion of long-term debt	—			0.6			—			—			0.6
Current portion of pension and other postretirement benefit obligations	—			72.9			0.5			—			73.4
Total current liabilities	—			805.0			62.8			(0.7		)	867.1
Non-current liabilities:
Long-term debt	—			1,657.2			—			—			1,657.2
Pension and other postretirement benefit obligations	—			903.3			4.7			—			908.0
Other non-current liabilities	—			110.1			0.4			—			110.5
TOTAL LIABILITIES	—			3,475.6			67.9			(0.7		)	3,542.8
Total stockholders’ equity (deficit)	(328.2		)	(2,913.8		)	1,426.2			1,487.6			(328.2		)
Noncontrolling interests	—			—			400.8			—			400.8
TOTAL EQUITY	(328.2		)	(2,913.8		)	1,827.0			1,487.6			72.6
TOTAL LIABILITIES AND EQUITY	$	(328.2	)	$	561.8		$	1,894.9		$	1,486.9		$	3,615.4

- 26-

Condensed Consolidated Balance Sheets
December 31, 2013
	AK Holding			AK Steel			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Company
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	16.8		$	28.5		$	—		$	45.3
Accounts receivable, net	—			492.4			61.1			(28.3		)	525.2
Inventory, net	—			520.0			77.7			(11.1		)	586.6
Deferred tax assets, current	—			69.4			0.2			—			69.6
Other current assets	0.3			43.9			2.3			—			46.5
Total current assets	0.3			1,142.5			169.8			(39.4		)	1,273.2
Property, plant and equipment	—			5,258.4			613.5			—			5,871.9
Accumulated depreciation	—			(3,881.7		)	(110.1		)	—			(3,991.8		)
Property, plant and equipment, net	—			1,376.7			503.4			—			1,880.1
Other non-current assets:
Investment in Magnetation LLC	—			—			187.8			—			187.8
Investment in affiliates	(2,772.4		)	1,393.8			—			1,378.6			—
Inter-company accounts	2,551.1			(3,479.7		)	896.7			31.9			—
Other non-current assets	—			141.0			123.6			—			264.6
TOTAL ASSETS	$	(221.0	)	$	574.3		$	1,881.3		$	1,371.1		$	3,605.7
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—		$	550.5		$	51.9		$	(0.6	)	$	601.8
Accrued liabilities	—			133.6			9.3			—			142.9
Current portion of long-term debt	—			0.8			—			—			0.8
Current portion of pension and other postretirement benefit obligations	—			85.4			0.5			—			85.9
Total current liabilities	—			770.3			61.7			(0.6		)	831.4
Non-current liabilities:
Long-term debt	—			1,506.2			—			—			1,506.2
Pension and other postretirement benefit obligations	—			960.6			4.8			—			965.4
Other non-current liabilities	—			109.6			0.4			—			110.0
TOTAL LIABILITIES	—			3,346.7			66.9			(0.6		)	3,413.0
Total stockholders’ equity (deficit)	(221.0		)	(2,772.4		)	1,400.7			1,371.7			(221.0		)
Noncontrolling interests	—			—			413.7			—			413.7
TOTAL EQUITY	(221.0		)	(2,772.4		)	1,814.4			1,371.7			192.7
TOTAL LIABILITIES AND EQUITY	$	(221.0	)	$	574.3		$	1,881.3		$	1,371.1		$	3,605.7

- 27-

Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2014
	AK Holding			AK Steel			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Company
Net cash flows from operating activities	$	(1.3	)	$	(142.4	)	$	26.1		$	(7.4	)	$	(125.0	)
Cash flows from investing activities:
Capital investments	—			(7.5		)	(6.3		)	—			(13.8		)
Other investing items, net	—			7.0			(0.2		)	—			6.8
Net cash flows from investing activities	—			(0.5		)	(6.5		)	—			(7.0		)
Cash flows from financing activities:
Net borrowings under credit facility	—			150.0			—			—			150.0
Redemption of long-term debt	—			(0.2		)	—			—			(0.2		)
Debt issuance costs	—			(3.3		)	—			—			(3.3		)
Purchase of treasury stock	(0.9		)	—			—			—			(0.9		)
Inter-company activity	2.2			(4.8		)	(4.8		)	7.4			—
SunCoke Middletown distributions to noncontrolling interest owners	—			—			(27.8		)	—			(27.8		)
Other financing items, net	—			—			—			—			—
Net cash flows from financing activities	1.3			141.7			(32.6		)	7.4			117.8
Net increase (decrease) in cash and cash equivalents	—			(1.2		)	(13.0		)	—			(14.2		)
Cash and equivalents, beginning of period	—			16.8			28.5			—			45.3
Cash and equivalents, end of period	$	—		$	15.6		$	15.5		$	—		$	31.1

Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2013
	AK Holding			AK Steel			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Company
Net cash flows from operating activities	$	(1.3	)	$	(29.7	)	$	36.3		$	(12.3	)	$	(7.0	)
Cash flows from investing activities:
Capital investments	—			(13.6		)	(2.9		)	—			(16.5		)
Other investing items, net	—			1.6			(0.8		)	—			0.8
Net cash flows from investing activities	—			(12.0		)	(3.7		)	—			(15.7		)
Cash flows from financing activities:
Redemption of long-term debt	—			(0.2		)	—			—			(0.2		)
Debt issuance costs	—			(1.5		)	—			—			(1.5		)
Purchase of treasury stock	(0.6		)	—			—			—			(0.6		)
Inter-company activity	1.9			(6.0		)	(8.2		)	12.3			—
SunCoke Middletown distributions to noncontrolling interest owners	—			—			(9.1		)	—			(9.1		)
Other financing items, net	—			(1.8		)	0.7			—			(1.1		)
Net cash flows from financing activities	1.3			(9.5		)	(16.6		)	12.3			(12.5		)
Net increase (decrease) in cash and cash equivalents	—			(51.2		)	16.0			—			(35.2		)
Cash and equivalents, beginning of period	—			203.6			23.4			—			227.0
Cash and equivalents, end of period	$	—		$	152.4		$	39.4		$	—		$	191.8

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(dollars in millions, except per share and per ton data or as otherwise specifically noted)

Results of Operations

The Company’s operations consist primarily of nine steelmaking and finishing plants and tubular production facilities located in Indiana, Kentucky, Ohio and Pennsylvania. The Company’s operations 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 as carbon and stainless steel that is finished into welded steel tubing.  These products are sold to the automotive, infrastructure and manufacturing, and distributors and converters markets.  The Company sells its carbon products principally to domestic customers.  The Company’s electrical and stainless steel products are sold both domestically and internationally.  The Company also produces carbon and stainless steel that is finished into welded steel tubing used in the automotive, large truck, industrial and construction markets. The Company’s operations include European trading companies that buy and sell steel and steel products and other materials, AK Coal Resources, Inc. (“AK Coal”), which produces metallurgical coal from reserves in Pennsylvania, and 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 late third quarter or early fourth quarter of 2014.

Overview

Despite higher revenue and a higher average selling price per ton, the Company’s first quarter 2014 results compared unfavorably to the results of the same quarter in 2013. The benefits of the higher sales revenue and higher average selling price per ton were more than offset by several negative factors, including higher energy costs of approximately $30.0 related to extreme cold weather conditions in the United States during the quarter, pretax charges of approximately $18.0 for the previously disclosed unplanned outage at the Company’s Ashland Works blast furnace, planned maintenance outage costs of approximately $29.4 and a $5.8 pretax charge for the tentative settlement of certain class action antitrust claims. See Note 7 to the condensed consolidated financial statements for more information relating to this settlement.

Driven principally by these factors, the Company reported a net loss of $86.1, or $0.63 per diluted share of common stock, in the first quarter of 2014, as compared to a net loss of $9.9, or $0.07 per diluted share, in the first quarter of 2013.

Net sales in the first quarter of 2014 increased by approximately 1% compared to the first quarter of 2013. The Company’s average selling price for the first quarter of 2014 increased 3% from the first quarter of 2013 as a result of a richer product mix and increases in selling prices for spot market shipments. This benefit was partially offset by a 2% reduction in shipments primarily as a result of the effects of the unplanned outage at the Company’s Ashland Works blast furnace. It also reflects a decline in shipments of carbon steel to the spot market and of electrical steel. Those declines were partially offset by an increase in shipments to the automotive market.

In March 2014, AK Steel entered into a new $1.1 billion asset-backed revolving credit facility (“Credit Facility”) with a group of lenders. The Credit Facility, which expires in March 2019, replaced AK Steel’s prior $1.1 billion asset-backed revolving credit facility. The Credit Facility provides the Company with enhanced liquidity at a lower interest rate and greater financial and strategic flexibility.

Steel Shipments

Total shipments were 1,262,100 tons and 1,289,800 tons for the three months ended March 31, 2014 and 2013, respectively. The 2% decrease in total shipments in the first quarter of 2014 compared to the prior year was attributable principally to the effects of the unplanned outage at the Company’s Ashland Works blast furnace. It also reflects a decline in shipments of carbon steel to the spot market and in shipments of electrical steel, partially offset by higher automotive shipments.

For the three months ended March 31, 2014, value-added products comprised 89.1% of total shipments, compared to 84.5% of total shipments in the three months ended March 31, 2013. The Company continued to focus on maximizing profitability through product mix adjustments based on current and projected market demands—both domestically and internationally. The following table presents net shipments by product line:

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	Three Months Ended March 31,
	2014			2013
Value-added Shipments	(tons in thousands)
Stainless/electrical	206.2	16.3	%	204.4	15.8	%
Coated	600.8	47.6	%	577.1	44.8	%
Cold-rolled	286.5	22.7	%	277.4	21.5	%
Tubular	30.9	2.5	%	31.5	2.4	%
Subtotal value-added shipments	1,124.4	89.1	%	1,090.4	84.5	%
Non Value-added Shipments
Hot-rolled	108.5	8.6	%	172.3	13.4	%
Secondary	29.2	2.3	%	27.1	2.1	%
Subtotal non value-added shipments	137.7	10.9	%	199.4	15.5	%
Total shipments	1,262.1	100.0	%	1,289.8	100.0	%

Sales

Net sales increased by approximately 1% compared to the first quarter of 2013, and the Company’s average selling price for the first quarter of 2014 was $1,096 per ton, a 3% increase from the Company’s average selling price of $1,062 per ton for the first quarter of 2013. Year-over-year, the Company continued to experience improved demand for steel sold to the automotive market. Compared to the prior year, North American light vehicle production continued to improve and the Company’s total sales and shipments to that market also increased. In addition, housing starts in the United States showed continued improvement compared to the prior year.

Net sales to customers outside the United States for the three months ended March 31, 2014 totaled $165.8, compared to $186.6 for the three months ended March 31, 2013. This decline was primarily the result of continued weak global economic conditions and excess capacity, which have primarily affected the Company’s international sales of electrical steel.

Cost of Products Sold

The extreme cold weather conditions in the United States during the first quarter of 2014 caused severe spikes in energy costs. As a result, the Company’s costs for natural gas and electricity were approximately $30.0 higher than they were for the first quarter of 2013. In addition, the Company also experienced higher iron ore and carbon scrap costs in the first quarter of 2014 compared to the first quarter of 2013.

As previously disclosed, in late February the Company’s Ashland Works blast furnace experienced an incident that resulted in a temporary unplanned outage of that furnace. The Company immediately began repairs and the blast furnace resumed operations in early March. The Company incurred $18.0 in costs during the first quarter of 2014 as a result of this unplanned outage.

In addition, the Company incurred $29.4 for planned maintenance outage costs during the first quarter of 2014, compared to $1.0 in the year-ago first quarter. The higher planned maintenance outage costs in the first quarter of 2014 include the acceleration of the majority of a previously disclosed planned maintenance outage at Ashland Works that had been originally scheduled for the second quarter of 2014. That planned maintenance outage was accelerated in part to address issues resulting from the unplanned outage that occurred earlier in the first quarter. The Company does not have any significant outages planned for the remainder of 2014. The 2014first quarter results also included a LIFO credit of $1.5, compared to a LIFO credit of $6.0 in the first quarter of 2013.

Selling and Administrative Expenses

Selling and administrative expenses for the three months ended March 31, 2014 were $60.2, compared to $51.6 for the three months ended March 31, 2013. A majority of the increase related to a charge of $5.8 for a tentative settlement of certain class action antitrust claims, as discussed in Note 7 to the condensed consolidated financial statements.

Depreciation

Depreciation expense for the three months ended March 31, 2014 was $48.7, compared to $48.6 for the corresponding period in 2013.

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Pension and Other Postretirement Employee Benefit (“OPEB”) Expense (Income)

The Company recorded pension and OPEB income of $25.7 for the three months ended March 31, 2014, compared to $15.9 for the corresponding period in 2013. The increase in income for the three months ended March 31, 2014 compared to the prior year was largely a result of an increase in the expected return on a greater amount of plan assets and amortization of unrealized gains.

Operating Profit (Loss)

The Company reported an operating loss of $35.3 in the three months ended March 31, 2014, compared to operating income of $33.2 in the three months ended March 31, 2013. For the three months ended March 31, 2014, the Company experienced year-over-year increases in costs for energy, iron ore and carbon scrap compared to the same period in 2013. Further, for the three months ended March 31, 2014, the Company experienced unplanned outage costs of $18.0 and higher planned maintenance outage costs than the prior year period. Included in operating profit (loss) was operating profit related to SunCoke Middletown of $15.0 for the three months ended March 31, 2014, compared to $16.9 for the corresponding period in 2013.

Interest Expense

Interest expense for the three months ended March 31, 2014 was $32.2, compared to $31.0 for the same period in 2013. The increase over 2013 was primarily related to higher balances outstanding under the Credit Facility.

Other Income (Expense)

Other income (expense) was $(1.9) for the three months ended March 31, 2014, compared to other income (expense) of $1.8 for the three months ended March 31, 2013. Other income (expense) is primarily related to foreign exchange gains and losses and the Company’s share of income (loss) related to Magnetation. Included in other income (expense) was the Company’s share of income (loss) related to Magnetation of $(1.3) for the three months ended March 31, 2014, and $2.3 for the corresponding period in 2013. The decrease in the Company’s share of income from Magnetation from the prior year period was due primarily to uncapitalized interest expense incurred on debt raised for the purpose of constructing Magnetation’s pellet plant and additional iron ore concentrate capacity and to lower sales volumes of concentrate.

Income Taxes

Income taxes recorded through March 31, 2014, were estimated using the discrete method, which was based on the actual year-to-date pre-tax loss through March 31, 2014, as well as the related change in the valuation allowance on deferred tax assets. The Company was unable to estimate pre-tax income for the remainder of 2014 with sufficient precision for purposes of the effective tax rate method, which requires consideration of a projection of full-year income and the expected change in the valuation allowance. The estimated annual effective tax rate method is not reliable due to its sensitivity to small changes to forecasted annual pre-tax earnings and the effect of the Company’s valuation allowance, which create results with significant variations in the customary relationship between income tax expense and pre-tax income for the interim periods. As a result, the Company determined that the use of the discrete method is more appropriate than the annual effective tax rate method. The Company has estimated the change in valuation allowances required based on the year-to-date pre-tax loss and the change in value of the identified tax-planning strategy, which is determined based on year-to-date LIFO income. Income tax expense (benefit) for the three months endedMarch 31, 2014 and 2013, includes a non-cash charge of $31.7 and $1.1, respectively, for the change in the valuation allowance on the Company’s deferred tax assets, which offsets the income tax benefit related to the Company’s pre-tax loss.

Net Income (Loss)

As a result of the various factors and conditions described above, the Company reported a net loss attributable to AK Holding in the three months ended March 31, 2014, of $86.1, or $0.63 per diluted share, compared to a net loss of $9.9, or $0.07 per diluted share, in the three months ended March 31, 2013.

Adjusted EBITDA

Adjusted EBITDA (as defined below under Non-GAAP Financial Measures) was a loss of $2.8, or $2 per ton, for the first quarter of 2014, compared to adjusted EBITDA of $66.8, or $52 per ton, for the first quarter of 2013. This decline was the result of the various factors and conditions described above.

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Non-GAAP Financial Measures

EBITDA is an acronym for earnings before interest, taxes, depreciation and amortization. It is a metric that is sometimes used to compare the results of different companies by removing the effects of different factors that might otherwise make comparisons inaccurate or inappropriate. For purposes of this report, the Company has made an adjustment to EBITDA in order to exclude the effect of noncontrolling interests. The adjusted results, although not financial measures under U.S. generally accepted accounting principles (“GAAP”) and not identically applied by other companies, facilitate the ability to analyze the Company’s financial results in relation to those of its competitors and to the Company’s prior financial performance by excluding items that otherwise would distort the comparison.  Adjusted EBITDA is not, however, intended as an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP and is not necessarily comparable to similarly titled measures used by other companies.

Neither current shareholders nor potential investors in the Company’s securities should rely on adjusted EBITDA as a substitute for any GAAP financial measure and the Company encourages investors and potential investors to review the following reconciliation of net income (loss) attributable to AK Holding to adjusted EBITDA.

	Three Months Ended
	March 31,
	2014			2013
Net income (loss) attributable to AK Holding	$	(86.1	)	$	(9.9	)
Net income attributable to noncontrolling interests	14.9			16.7
Income tax expense (benefit)	1.8			(2.8		)
Interest expense	32.2			31.0
Interest income	—			(0.7		)
Depreciation	48.7			48.6
Amortization	4.2			4.1
EBITDA	15.7			87.0
Less: EBITDA of noncontrolling interests (a)	18.5			20.2
Adjusted EBITDA	$	(2.8	)	$	66.8

(a) The reconciliation of EBITDA of noncontrolling interests to net income attributable to noncontrolling interests is as follows:

	Three Months Ended
	March 31,
	2014		2013
Net income attributable to noncontrolling interests	$	14.9	$	16.7
Depreciation	3.6		3.5
EBITDA of noncontrolling interests	$	18.5	$	20.2

Outlook

Consistent with its current practice, AK Steel expects to provide detailed guidance for the Company’s second quarter results in June. However, in advance of that guidance, the Company notes that it expects a substantially improved second quarter of 2014 compared to the first quarter of 2014. The outlook for the second quarter is improved as a result of a variety of factors, including an expected decline in energy costs from the high costs incurred during the extreme cold weather conditions in the first quarter, the anticipated absence of any major planned or unplanned outages, and the expected lack of any significant litigation charges in the second quarter. These benefits in the second quarter compared to the first quarter will be partially offset by the ongoing effects of the extreme cold weather conditions. Those weather conditions resulted in an extraordinarily high level of ice coverage on the Great Lakes, which has delayed the start of the 2014 shipping season for Canadian iron ore. As a result, the Company expects to experience higher transportation costs for iron ore pellets in the second quarter and, at least early in the quarter, has reduced the production rate at its blast furnaces to match production levels to the available supply of iron ore. While the Company has been working to get the iron ore it needs, iron ore supplies will continue to be a concern until the ice on the Great Lakes thaws sufficiently to allow normal iron ore shipping and the shipping companies are able to catch up on their scheduled deliveries.

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Liquidity and Capital Resources

In March 2014, AK Steel entered into its new $1.1 billion Credit Facility with a group of lenders. The Credit Facility, which expires in March 2019, replaced AK Steel’s prior $1.1 billion asset-backed revolving credit facility (the “Replaced Credit Facility”), which was set to expire in April 2016, and is secured by the same classes of assets as the Replaced Credit Facility. The Credit Facility contains common restrictions similar to the Replaced Credit Facility, including limitations on, among other things, distributions and dividends, acquisitions and investments, indebtedness, liens and affiliate transactions. Availability is calculated as the lesser of the Credit Facility commitments or the Company’s eligible collateral after advance rates, less outstanding revolver borrowings and letters of credit. The Company’s obligations under the Credit Facility are secured by its inventory and accounts receivable, and availability under the Credit Facility fluctuates monthly based on the varying levels of eligible collateral. The Credit Facility provides the Company with enhanced liquidity and greater financial and strategic flexibility. The Credit Facility includes a separate “first-in, last-out”, or “FILO” tranche, which allows the Company to maximize its eligible collateral at higher advance rates. The Credit Facility requires maintenance of a minimum fixed charge coverage ratio of one to one if availability under the Credit Facility is less than $110.0. The Company intends to use the Credit Facility for working capital and general corporate purposes and does not expect the Credit Facility’s restrictions to affect or limit its ability to conduct its business in the ordinary course. At March 31, 2014, AK Holding was the sole guarantor of the Credit Facility. At March 31, 2014, the Company’s eligible collateral, after application of applicable advance rates, was $1,064.5. As of March 31, 2014, there were outstanding Credit Facility borrowings of $240.0. Availability as of March 31, 2014 was further reduced by $67.5 of outstanding letters of credit, resulting in remaining availability of $757.0. During the three-month period ended March 31, 2014, utilization of the Replaced Credit Facility and the Credit Facility ranged from $90.0 to $285.0, with outstanding borrowings averaging $222.2 per day. In April 2014, in order to provide additional collateral to the borrowing base and increase the Company’s availability under the Credit Facility, thereby enhancing its liquidity, the Company added AK Tube LLC and AK Steel Properties, Inc., both 100%-owned subsidiaries, as guarantors under the Credit Facility. The additional eligible collateral is expected to provide additional availability under the Credit Facility of approximately $30.0 in the second quarter of 2014.

Cash used by operations totaled $125.0 for the three months ended March 31, 2014. This total included cash generated by SunCoke Middletown of $14.0, which can only be used by SunCoke Middletown for its operations or distributed to SunCoke. Primary uses of cash were $41.3 for pension contributions, $18.6 for OPEB payments (net of Medicare subsidy reimbursements), an increase in working capital of $14.1, with the remainder used to fund normal business activities. The increase in working capital primarily was the result of seasonal fluctuations. An increase in accounts payable due to higher inventory levels partially offset this use of cash.

The Company believes that its current sources of liquidity will be adequate to meet its obligations for the foreseeable future. Future liquidity requirements for employee benefit plan contributions, scheduled debt maturities, debt redemptions and capital investments are expected to be funded by internally-generated cash and other financing sources. To the extent, if at all, that the Company would need to fund any of its working capital or planned capital investments other than through internally-generated cash, the Company has available its Credit Facility. The Company also could seek to access the capital markets if and when it perceives conditions are favorable.  The Company has no significant scheduled debt maturities until December 2018, when its $380.0 of Senior Secured Notes are due. In addition, the Company’s Credit Facility expires in March 2019 and any amounts outstanding under it at that time would need to be repaid or refinanced. The Company’s forward-looking statements on liquidity are based on currently available information and expectations and, to the extent the information or expectations are inaccurate or conditions deteriorate, there could be a material adverse effect on the Company’s liquidity.

Pension- and Retiree Healthcare Benefit-related Matters

The Company expects to contribute $196.5 to the master pension trust during 2014.  Of this total, $41.3 was made in the three months endedMarch 31, 2014 and $71.1 was made in April 2014, leaving $84.1 to be made during the third quarter of 2014. Based on current actuarial assumptions, the Company estimates that its required annual pension contributions will be approximately $100.0 in 2015 and $50.0 in 2016. This is a cumulative reduction of approximately $30.0 compared to previously disclosed estimates of pension contributions for the three-year period of 2014 through 2016. These estimates are subject to changes in assumptions, primarily related to future investment performance of the pension funds, actuarial data relating to plan participants and the interest rate used to discount benefits to their present value.

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Investing and Financing Activities

During the three months ended March 31, 2014, net cash used by investing activities totaled $7.0, primarily for capital investments of $13.8.

The Company anticipates 2014 capital and strategic investments of approximately $160.0. This includes a $100.0 capital contribution to Magnetation that is AK Steel’s final required capital contribution, as discussed in the Strategic Investments—Magnetation section. The Company expects to fund these investments from cash generated from operations and from borrowings under its Credit Facility.

During the three months ended March 31, 2014, cash generated by financing activities totaled $117.8. This consisted primarily of credit facility borrowings of $150.0, partially offset by distributions from SunCoke Middletown to its noncontrolling interest owners of $27.8.

Dividends

The Company’s Credit Facility contains certain restrictive covenants with respect to the Company’s payment of dividends. Under these covenants, dividends are permitted provided (i) availability under the Credit Facility exceeds $247.5 or (ii) availability exceeds $192.5 and the Company meets a fixed charge coverage ratio of one to one as of the most recently ended fiscal quarter. If the Company cannot meet either of these thresholds, dividends would be limited to $12.0 annually. At March 31, 2014, the availability under the Credit Facility significantly exceeded $247.5. Accordingly, although the Company has elected to suspend its dividend program, there currently are no covenants that would restrict the Company’s ability to declare and pay a dividend to its stockholders.

Restrictions under Debt Agreements

The Credit Facility and indentures governing the Company’s senior indebtedness and tax-exempt fixed-rate Industrial Revenue Bonds (collectively, the “Notes”) contain restrictions and covenants that may limit the Company’s operating flexibility.

The indentures governing the Notes, other than the 5.00% Exchangeable Senior Notes due November 2019 (the “Exchangeable Notes”), include customary restrictions on (a) the incurrence of additional debt by certain AK Steel subsidiaries, (b) the incurrence of liens by AK Steel and AK Holding’s other subsidiaries, (c) the amount of sale/leaseback transactions, and (d) the ability of AK Steel and AK Holding to merge or consolidate with other entities or to sell, lease or transfer all or substantially all of the assets of AK Steel and AK Holding to another entity. They also contain customary events of default. In addition, the indenture governing the Secured Notes includes covenants with customary restrictions on the use of proceeds from the sale of collateral. The indenture governing the Exchangeable Notes does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or its subsidiaries.

The Credit Facility contains restrictions, including limitations on, among other things, distributions and dividends, acquisitions and investments, indebtedness, liens and affiliate transactions. In addition, the Credit Facility requires maintenance of a minimum fixed charge coverage ratio of one to one if availability under the Credit Facility is less than $110.0 as of the most recently ended fiscal quarter. The Company does not expect any of these restrictions to affect or limit its ability to conduct its business in the ordinary course.

During the period, the Company was in compliance with all the terms and conditions of its debt agreements.

Strategic Investments

Magnetation

The Magnetation joint venture utilizes advanced magnetic separation technology to recover iron ore from existing stockpiles of previously-mined material, such as tailings basins, and avoid the necessity of traditional expensive extraction methods. Magnetation controls substantial volumes of these existing stockpiles, as well as other resources with significant amounts of iron content that could allow it to eventually recover iron ore from traditional mining operations. However, traditional mining operations are not currently anticipated to be necessary for the foreseeable future, depending upon factors such as the recovery yield of Magnetation’s concentrate plants and future acquisitions of additional tailings basins and other iron-bearing resources. Magnetation loads iron ore concentrate onto railcars at its own loadout facility, which enables it to ship its iron ore concentrate

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in a controlled and cost-effective manner. These concentrate operations effectively provide AK Steel with a limited hedge to the global price of iron ore, as the Company recognizes its share of net income from the joint venture’s sale of its iron ore concentrate to third parties at pricing based on iron ore market prices. If the global price of iron ore increases, AK Steel will benefit from the higher Magnetation net income caused by that price increase, thereby partially offsetting AK Steel’s own higher raw material costs resulting from the higher iron ore prices. Even absent future iron ore price increases, Magnetation’s ability to produce iron ore concentrate at a relatively low cost is expected to permit it to generate net income on sales.

Magnetation currently operates two iron ore concentrate plants located in Minnesota, which together are able to produce a total of approximately 1.5 million short tons of iron ore concentrate annually. Magnetation is constructing an iron ore pelletizing plant in Reynolds, Indiana with expected annual capacity of approximately 3.3 million short tons. The pellet plant is currently expected to commence operations in late third quarter or early fourth quarter of 2014. This estimate is subject to change, however, because the timing will be driven by a number of variables, such as maintaining construction deadlines and timely deliveries of key equipment. The pellet plant will be fed by Magnetation’s concentrate plants. When the pellet plant is fully operational, the Company expects the pellet production from Magnetation eventually will satisfy about 50% of AK Steel’s current iron ore pellet requirements, at a net cost to AK Steel substantially below the current global market price. Through an offtake agreement, AK Steel will have the right to purchase all of the pellets produced by the pellet plant and an obligation to purchase a portion of those pellets. In addition to the direct financial benefits of purchasing pellets at a lower net cost, AK Steel also expects that its sourcing of pellets from the Magnetation pellet plant will provide AK Steel with significant working capital advantages and transportation cost savings for the foreseeable future.

Magnetation has also begun work on its third iron ore concentrate plant. Magnetation anticipates the third concentrate plant will begin operations during 2015, in time to ensure a consistent source of concentrate to feed the pellet plant at full capacity. Magnetation has secured the environmental permits required to construct this third plant, though additional permitting activity is continuing for those approvals necessary to its long-term operation. Although Magnetation expects to timely receive all necessary permits and has been successful in permitting its first two concentrate plants, there is no guarantee that Magnetation will receive its remaining necessary permits in a timely basis or at all. The pellet plant is expected to consume the majority of the joint venture’s concentrate production, with the balance going to third-party customers.

The Company estimates that Magnetation’s capital investment required to construct the pellet plant and additional iron ore concentrate capacity to support its operations will total approximately $515.0. Of this total, the pellet plant is expected to require approximately $360.0, with the additional concentrate capacity requiring the remaining estimated $155.0. Factors that may affect the cost of the pellet plant include, among other things, costs incurred to accelerate the construction of the facility, such as premiums for rush delivery of equipment and greater overtime by construction contractors. In addition, Magnetation is in the planning and engineering stages with respect to the additional concentrate capacity and, as such, the currently estimated cost of the facility is subject to change. Other companies’ investment costs for a pellet plant facility and related operations have in some cases been substantially higher than those expected for the Magnetation pellet plant and related operations. The lower costs expected for the Magnetation plants are due chiefly to the proprietary process used by Magnetation’s concentrate plants to produce refined feedstock for its pellet plant at a low capital intensity compared to traditional, expensive mining methods. The innovative process utilized by Magnetation’s concentrate plants enable it to avoid some of the other processes (and forego the related capital costs) that a traditional integrated mining and pellet plant facility typically requires, such as stripping, drilling, blasting, primary crushing, secondary crushing, tertiary crushing and primary grinding. As such, AK Steel anticipates that Magnetation’s capital costs to construct its pellet plant and related facilities will be substantially lower than the costs of constructing a traditional end-to-end iron ore mining, crushing, grinding, concentrating and pelletizing facility.

AK Steel has remaining a $100.0 capital commitment to Magnetation, which is the Company’s final required capital contribution. AK Steel expects to contribute the remaining $100.0 in 2014, prior to the commencement of operations at the pellet plant.

AK Coal

AK Coal, a wholly-owned subsidiary of AK Steel, produces low-volatile metallurgical coal from significant owned or leased reserves in Pennsylvania. AK Coal began mining activities at its North Fork mine in 2013 and began shipping coal to coking facilities for use in AK Steel’s blast furnaces. AK Steel currently estimates that AK Coal will continue to ramp up during 2014, and deliver clean coal from its own mine and local third-party producers at an annualized rate of approximately 500,000 tons in 2015, although that may vary depending on market conditions for coal. AK Steel continues to anticipate that its investment in AK Coal will total approximately $96.0. Of this total, the Company has expended $72.2 through March 2014, of which $8.7 was incurred in the first quarter of 2014. Although the Company believes that AK Coal will produce coal at a comparatively low cost over the long-term, the Company has currently elected to defer some of its planned capital investment and delay opening additional mines in light of current and anticipated near-term coal prices. AK Coal will continue to develop and refine its mine

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development plan, which will provide a long-term planned approach to mining coal in the area, and maintain its efforts to secure the environmental permits required for the operations contemplated in the mine plan. In so doing, AK Coal will be prepared to expand mining operations and increase production in a relatively short time period in the event that metallurgical coal prices rise to a level at which such increased production would be advantageous to the Company in lowering the cost of its future coal purchases.

Forward-Looking Statements

Certain statements made or incorporated by reference in this Form 10-Q, or made in other documents furnished to or filed with the Securities Exchange Commission, as well as in press releases or in presentations made by Company employees, reflect management’s estimates and beliefs and are intended to be, and are hereby identified as “forward-looking statements” for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Words such as “expects,” “anticipates,” “believes,” “intends,” “plans,” “estimates” and other similar references to future periods typically identify such forward-looking statements.  These forward-looking statements reflect the current belief and judgment of the Company’s management, but are not guarantees of future performance or outcomes. They are based on a number of assumptions and estimates that are inherently subject to economic, competitive, regulatory, and operational risks, uncertainties and contingencies that are beyond the Company’s control, and upon assumptions with respect to future business decisions and conditions that are subject to change.  In particular, these include, but are not limited to, statements in the Outlook andLiquidity and Capital Resources sections and Item 3, Quantitative and Qualitative Disclosure about Market Risk.

The Company cautions readers that such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those currently expected by management, including supply chain disruptions or poor quality of raw materials, including potential adverse effects on operations from raw material shortages due to recent extreme winter weather conditions; reduced selling prices, shipments and profits associated with a highly competitive industry with excess capacity; changes in the cost of raw materials and energy; the Company’s significant amount of debt and other obligations; severe financial hardship or bankruptcy of one or more of the Company’s 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; production disruption or reduced production levels; the Company’s healthcare and pension obligations; 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; financial, credit, capital and banking markets; the Company’s use of derivative contracts to hedge commodity pricing volatility; the value of the Company’s net deferred tax assets; inability to fully realize benefits of long-term cost savings and margin enhancement initiatives; 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; as well as those risks and uncertainties discussed in more detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as updated in subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the Securities and Exchange Commission.

Any forward-looking statement made by the Company in this document speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Company’s primary areas of market risk include changes in (a) interest rates, (b) the prices of raw materials and energy sources and (c) foreign currency exchange rates. The Company manages interest rate risk by issuing variable- and fixed-rate debt, and had total long-term indebtedness (excluding unamortized debt discount and premium) of $1,689.9 and $1,540.1 at March 31, 2014 and December 31, 2013, respectively. The amount at March 31, 2014, consisted of $1,423.9 of fixed-rate debt, $26.0 of variable-rate Industrial Revenue Bonds and $240.0 of borrowings under its Credit Facility that bears interest at variable interest rates. An increase in prevailing interest rates would increase interest expense and interest paid for the variable-rate debt, including any outstanding borrowings under the Credit Facility. For example, a 1% increase in interest rates would result in an increase in annual interest expense of approximately $2.7 on the Company’s outstanding debt at March 31, 2014.

With regard to raw materials and energy sources, the cost of iron ore, in particular, and the cost of scrap have been volatile over the course of the last several years. In addition, electricity and natural gas prices have been highly volatile at times. To address such cost volatility, where competitively possible, the Company attempts to increase the price of steel it sells to the spot market and to negotiate a variable-pricing mechanism with its contract customers that allows the Company to adjust selling prices in response to changes in the cost of certain raw materials and energy. In addition, in the case of stainless steel, increased costs

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for nickel, chrome and molybdenum can usually be recovered through established price surcharges. Therefore, fluctuations in the price of energy (particularly natural gas and electricity), raw materials (such as scrap, purchased slabs, coal, iron ore, zinc and nickel) or other commodities will be, in part, passed on to the Company’s customers rather than absorbed solely by the Company.

In addition, in order to further minimize its exposure to fluctuations in raw material costs, and to secure an adequate supply of raw materials, the Company has entered into multi-year purchase agreements for certain raw materials that provide for fixed prices or only a limited variable-price mechanism. While enabling the Company to reduce its exposure to fluctuations in raw material costs, this also exposes the Company to an element of market risk relative to its sales contracts. After new contracts are negotiated with the Company’s customers, the average sales prices could increase or decrease. If that average sales price decreases, the Company may not be able to reduce its raw material costs to a corresponding degree due to the multi-year term and fixed-price nature of some of its raw material purchase contracts. In addition, some of the Company’s existing multi-year supply contracts, particularly with respect to iron ore and coke, have required minimum purchase quantities. Under adverse economic conditions, those minimums may exceed the Company’s needs. Subject to exceptions for force majeure and other circumstances affecting the legal enforceability of the contracts, such minimum purchase requirements could require the Company to purchase quantities of raw materials, particularly iron ore and coke, that significantly exceed its anticipated needs. Under such circumstances, the Company would attempt to negotiate agreements for new purchase quantities. There is a risk, however, that in one or more instances the Company would not be successful in securing lower purchase quantities, either through negotiation or litigation. In that event, the Company would likely be required to purchase more of a particular raw material in a particular year than it needs, negatively affecting its results of operations and cash flows.

The Company uses cash-settled commodity price swaps and options (including collars) to hedge the market risk associated with the purchase of certain of its raw materials and energy requirements. Such hedges routinely are used with respect to a portion of the Company’s natural gas and nickel requirements and are sometimes used with respect to its aluminum, zinc, electricity and iron ore requirements. The Company’s hedging strategy is designed to protect against excessive pricing volatility. However, abnormal price increases in any of these commodity markets might still negatively affect operating costs, as the Company does not typically hedge 100% of its exposure.

For derivatives designated in cash flow hedging relationships, the effective portion of the gains and losses from the use of these instruments for natural gas, electricity, iron ore, zinc and hot roll carbon steel coils are recorded in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets and recognized into net sales or cost of products sold in the same period as the earnings recognition of the associated underlying transaction. At March 31, 2014, accumulated other comprehensive income (loss) included $17.5 in unrealized after-tax gains for these derivative instruments. All other commodity price swaps and options are marked to market and recognized into net sales or cost of products sold with the offset recognized as an asset or accrued liability. At March 31, 2014, other current assets of $4.8, accrued liabilities of $3.5 and other noncurrent liabilities of $0.2 were included on the Consolidated Balance Sheets for the fair value of commodity derivatives. At December 31, 2013, other current assets of $4.9 and accrued liabilities of $0.4 were included on the Consolidated Balance Sheets for the fair value of commodity derivatives.

The following table presents the negative effect on pre-tax income of a hypothetical change in the fair value of derivative instruments outstanding at March 31, 2014, due to an assumed 10% and 25% decrease in the market price of each of the indicated commodities.

	Negative (Positive) Effect on Pre-tax Income
Commodity Derivative	10% Decrease			25% Decrease
Natural gas	$	0.8		$	2.0
Nickel	0.5			1.2
Zinc	0.8			2.0
Electricity	1.8			4.5
Iron ore	19.8			49.6
Hot roll carbon steel coils	(11.4		)	(28.4		)

Because these instruments are structured and used as hedges, these hypothetical losses (gains) would be offset by lower prices paid for the physical commodity used in the normal production cycle or lower prices received from the sale of hot roll coils. The Company does not enter into swap or option contracts for trading purposes.

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The Company also is subject to risks of exchange rate fluctuations on a portion of intercompany receivables that are denominated in foreign currencies. The Company uses forward currency contracts to manage exposures to certain of these currency price fluctuations. At March 31, 2014 and December 31, 2013, the Company had outstanding forward currency contracts with a total contract value of $17.8 and $24.4, respectively, for the sale of euros. At March 31, 2014 and December 31, 2013, accrued liabilities of $0.1 and $0.7 were included on the Consolidated Balance Sheets for the fair value of these contracts. Based on the contracts outstanding at March 31, 2014, a 10% change in the dollar to euro exchange rate would result in an approximate $1.8 pretax effect on the value of these contracts on a mark-to-market basis, which would offset the effect of a change in the exchange rate on the underlying receivable.

Item 4. Controls and Procedures.

The Company maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information is disclosed and accumulated and communicated to management in a timely fashion. An evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms.

There has been no change in the Company’s internal control over financial reporting during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

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PART II. OTHER INFORMATION

(dollars in millions, except per share data)

Item 1. Legal Proceedings.

The information called for by this item is incorporated herein by reference to Note 7 of the condensed consolidated financial statements included in Part I, Item 1.

Item 1A. Risk Factors.

The Company cautions readers that its business activities involve risks and uncertainties that could cause actual results to differ materially from those currently expected by management. The Company described the principal risk factors that could impact its results in its Annual Report on Form 10-K for the year ended December 31, 2013.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of equity securities in the quarter ended March 31, 2014.

ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total Number of Shares Purchased (a)	Average Price Paid Per Share (a)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (b)	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (b)
January 2014	126,345	$	6.78	—
February 2014	—	—		—
March 2014	5,553	6.83		—
Total	131,898	6.78		—	$	125.6

(a) During the quarter, the Company repurchased common stock owned by participants in its restricted stock awards program under the terms of the AK Steel Holding Corporation Stock Incentive Plan. In order to satisfy the requirement that an amount be withheld that is sufficient to pay federal, state and local taxes due upon the vesting of the restricted stock, employees are permitted to have the Company withhold shares having a fair market value equal to the minimum statutory withholding rate that could be imposed on the transaction. The Company repurchases the withheld shares at the quoted average of the reported high and low sales prices on the day the shares are withheld.

(b) On October 21, 2008, the Company announced that its Board of Directors had authorized the Company to repurchase, from time to time, up to $150.0 of its outstanding equity securities. There is no expiration date specified in the Board of Directors’ authorization.

Item 4. Mine Safety Disclosures.

The operation of AK Coal’s North Fork mine and Coal Innovations, LLC coal wash plant (collectively, the “AK Coal Operations”) are subject to regulation by the Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977, as amended (“Mine Act”). MSHA inspects mining and processing operations, such as the AK Coal Operations, on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Exhibit 95.1 to this Quarterly Report sets forth citations and orders from MSHA and other regulatory matters required to be disclosed by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act or otherwise under this Item 4.

Item 5. Other Information.

On April 29, 2014, AK Steel and AK Tube LLC (“AK Tube”), a 100%-owned subsidiary of the Company, entered into a Joinder of Amended and Restated Loan and Security Agreement (the “Joinder Agreement”), pursuant to which the Company added AK Tube and another 100%-owned subsidiary, AK Steel Properties, Inc. (“AK Properties”), as guarantors under the Credit Facility. The Company designated AK Tube as a “borrowing base guarantor” (as defined in the Credit Facility), pursuant to which AK Tube’s inventory and accounts receivable were included as additional security under the Credit Facility, increasing the amount of eligible collateral and providing the Company with higher total availability and enhanced liquidity.

Upon becoming subsidiary guarantors of the Credit Facility, AK Tube and AK Properties also became obligated under the agreements governing some of the Company’s senior debt to guarantee and undertake additional obligations with respect to such

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senior debt. As such, also on April 29, 2014, the following agreements were effected, under which AK Tube and AK Properties became guarantor subsidiaries of the respective senior debt: (i) a Fourth Supplemental Indenture among AK Holding, AK Steel, AK Tube, AK Properties and U.S. Bank, National Association (“U.S. Bank”), as trustee (the “Senior Notes Supplemental Indenture”), with respect to AK Steel’s 7.625% Senior Notes due May 2020 and 8.375% Senior Notes due April 2022; (ii) a First Supplemental Indenture among AK Steel, AK Tube, AK Properties and U.S. Bank, as trustee and collateral agent (the “Secured Notes Supplemental Indenture”, and collectively with the Senior Notes Supplemental Indenture, the “Supplemental Indentures”), with respect to AK Steel’s 8.75% Senior Secured Notes due December 2018 (“Secured Notes”); and (iii) Guaranty Agreements among AK Tube, AK Properties and Wells Fargo Bank, National Association (“Wells Fargo”), as trustee, with respect to the Ohio Air Quality Development Authority Revenue Refunding Bonds, Series 2012-A, the City of Rockport, Indiana Revenue Refunding Bonds, Series 2012-A, and the Butler County Industrial Development Authority Revenue Refunding Bonds, Series 2012-A (collectively, the “IRB Guaranty Agreements”). In addition, on April 29, 2014, in connection with becoming guarantor subsidiaries under the Secured Notes Supplemental Indenture, AK Tube and AK Properties agreed to place liens on their respective real property, plant and equipment, pursuant to a Security Agreement Supplement among AK Steel, AK Tube, AK Properties and U.S. Bank, as collateral agent (the “Security Agreement Amendment”), and also entered into a Supplement to Collateral Trust Agreement (collectively with the Security Agreement Amendment, the “Amended Security Documents”), with respect to the Secured Notes.

The foregoing description does not constitute a complete summary and is qualified by reference in its entirety to the full text of the Joinder Agreement, the Supplemental Indentures, the IRB Guarantee Agreements and the Amended Security Documents, copies of which are filed as exhibits to this Quarterly Report on Form 10-Q.

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Item 6. Exhibits.

Exhibit Number	Description
4.1	First Supplemental Indenture dated as of April 29, 2014 among AK Steel Corporation, AK Tube LLC and AK Steel Properties, Inc., as subsidiary guarantors, U.S. Bank National Association, as trustee, and U.S. Bank National Association, as collateral agent
4.2	Fourth Supplemental Indenture dated as of April 29, 2014 among AK Steel Corporation, AK Steel Holding Corporation, as parent guarantor, AK Tube LLC and AK Steel Properties, Inc., as subsidiary guarantors, and U.S. Bank National Association, as trustee
10.1	Amended and Restated Loan and Security Agreement, dated as of March 17, 2014, among AK Steel, as Borrower, and certain financial institutions as the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to AK Steel Holding Corporation’s Current Report on Form 8-K, as filed with the Commission on March 18, 2014).
10.2	Form of Executive Officer Change of Control Agreement (incorporated herein by reference to Exhibit 10.1 to AK Steel Holding Corporation’s Current Report on Form 8-K, as filed with the Commission on March 26, 2014).
10.3	Form of Executive Officer Severance Agreement (incorporated herein by reference to Exhibit 10.2 to AK Steel Holding Corporation’s Current Report on Form 8-K, as filed with the Commission on March 26, 2014).
10.4	Joinder to Amended and Restated Loan and Security Agreement dated as of April 29, 2014, among AK Steel Corporation, AK Tube LLC and Bank of America, N.A., as agent for the Lenders
10.5	Security Agreement Supplement dated as of April 29, 2014, among AK Steel Corporation, AK Tube LLC, AK Steel Properties, Inc. and U.S. Bank National Association, as trustee and collateral agent
10.6	Supplement to Collateral Trust Agreement dated as of April 29, 2014, among AK Steel Corporation, AK Tube LLC, AK Steel Properties, Inc. and U.S. Bank National Association, as trustee and collateral agent
10.7	Guaranty Agreement dated as of April 29, 2014, by AK Tube LLC and AK Steel Properties, Inc. to Wells Fargo Bank, National Association, as trustee, pertaining to the Ohio Air Quality Development Authority - $36,000,000 Revenue Refunding Bonds, Series 2012-A
10.8	Guaranty Agreement dated as of April 29, 2014, by AK Tube LLC and AK Steel Properties, Inc. to Wells Fargo Bank, National Association, as trustee, pertaining to City of Rockport, Indiana - $30,000,000 Revenue Refunding Bonds, Series 2012-A
10.9	Guaranty Agreement dated as of April 29, 2014, by AK Tube LLC and AK Steel Properties, Inc. to Wells Fargo Bank, National Association, as trustee, pertaining to Butler County Industrial Development Authority - $7,300,000 Revenue Refunding Bonds, Series 2012-A
10.10	Executive Retirement Income Plan adopted March 20, 2014
31.1	Section 302 Certification of Chief Executive Officer
31.2	Section 302 Certification of Chief Financial Officer
32.1	Section 906 Certification of Chief Executive Officer
32.2	Section 906 Certification of Chief Financial Officer
95.1	Mine Safety Disclosure Exhibit
101	Financial statements from the Quarterly Report on Form 10-Q of AK Steel Holding Corporation for the quarter ended March 31, 2014, formatted in eXtensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity (Deficit) and (vi) the Notes to the Condensed Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		AK STEEL HOLDING CORPORATION
		(Registrant)
Dated:	May 2, 2014	/s/ ROGER K. NEWPORT
		Roger K. Newport
		Vice President, Finance and Chief Financial Officer
Dated:	May 2, 2014	/s/ GREGORY A. HOFFBAUER
		Gregory A. Hoffbauer
		Controller and Chief Accounting Officer

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EX-4.1

EXHIBIT 4.1

FIRST SUPPLEMENTAL INDENTURE

dated as of April 29, 2014

among

AK STEEL CORPORATION,

AK TUBE LLC and AK STEEL PROPERTIES, INC.,

as subsidiary guarantors

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

and

U.S. BANK NATIONAL ASSOCIATION,

as Collateral Agent

____________________________________

8.750%

Senior Secured Notes due

2018

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of April 29, 2014, among AK Steel Corporation, a Delaware corporation (the “Company”), AK Tube LLC, a Delaware limited liability company (“AK Tube”), AK Steel Properties, Inc., a Delaware corporation (together with AK Tube, the “Undersigned”), U.S. Bank National Association, as trustee (the “Trustee”) and U.S. Bank National Association, as collateral agent (the “Collateral Agent”).

RECITALS

WHEREAS, the Company, the Guarantors party thereto, the Trustee and the Collateral Agent entered into the Indenture, dated as of November 20, 2012 (the “Indenture”), to provide for the issuance by the Company of $350,000,000 aggregate principal amount of the securities of the Company designated as its 8.750% Senior Secured Notes due 2018 (together with the $30,000,000 aggregate principal amount of 8.750% Senior Notes due 2018 issued on June 24, 2013, the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances a Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Subsidiary shall unconditionally Guarantee all of the Company’s obligations under the Notes and the Indenture on the terms and conditions set forth herein; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.

Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law.

Section 4. Neither the Company nor the Undersigned shall be required to make a notation on the Note to reflect the Note Guarantee or any release, termination or discharge thereof.

Section 5. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 6. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

AK Steel Corporation, as the Company
By:	/s/ Roger K. Newport
	Name:Roger K. Newport
	Title: Vice President and Chief Financial Officer

AK Tube LLC
By:	/s/ Edward J. Urbaniak, Jr.
	Name:Edward J. Urbaniak, Jr.
	Title: President

AK Steel Properties, Inc.
By:	/s/ David E. Westcott
	Name:David E. Westcott
	Title: Treasurer

U.S. Bank National Association, as Trustee
By:	/s/ William E. Sicking
	Name:William E. Sicking
	Title: Vice President and Trust Officer

U.S. Bank National Association, as Collateral Agent
By:	/s/ William E. Sicking
	Name:William E. Sicking
	Title: Vice President and Trust Officer

EX-4.2

EXHIBIT 4.2

FOURTH SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 29, 2014, among AK Tube LLC, a Delaware limited liability company (“AK Tube”), AK Steel Properties, Inc. a Delaware corporation (together with AK Tube, the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”), AK Steel Corporation, a Delaware corporation (the “Company”), AK Steel Holding Corporation, a Delaware corporation (the “Parent Guarantor”), and U.S. Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company, the Parent Guarantor and the Trustee executed and delivered an Indenture, dated as of May 11, 2010 (the “Base Indenture”) and as supplemented by the First Supplemental Indenture dated as of May 11, 2010 among the Company, the Parent Guarantor and the Trustee (the “First Supplemental Indenture”), to provide for the issuance by the Company of $400,000,000 aggregate principal amount of the securities of the Company designated as its 7.625% Senior Notes due 2020 (together with the $150,000,000 aggregate principal amount of 7.625% Senior Notes due 2020 issued on November 15, 2010, the “2020 Notes”) and the Second Supplemental Indenture dated as of March 22, 2012 among the Company, the Parent Guarantor and the Trustee (the “Second Supplemental Indenture” and together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company of $300,000,000 aggregate principal amount of the securities of the Company designated as its 8.375% Senior Notes due 2022 (the “2022 Notes” and together with the 2020 Notes, the “Notes”).

WHEREAS, the Indenture provides that under certain circumstances a Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Subsidiary shall unconditionally Guarantee all of the Company’s obligations under the Notes and the Indenture on the terms and conditions set forth herein; and

WHEREAS, pursuant to Section 11.01 of the Base Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary, the Company, the Parent Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of Holders of the Notes as follows:

1.    Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.    Guarantee. Each Guaranteeing Subsidiary hereby agrees to become a party to the Indenture as a Subsidiary Guarantor and shall have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. Each Guaranteeing Subsidiary agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements as follows:

(a)Subject to the provisions of this Supplemental Indenture, each Guaranteeing Subsidiary hereby irrevocably and unconditionally Guarantees on an unsecured unsubordinated basis, the full and punctual payment (whether at stated maturity, upon redemption, purchase pursuant to an offer to purchase or acceleration, or otherwise) of the Principal of, interest on and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company under the Indenture in respect of the Notes. Upon failure by the Company to pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Indenture.

(b)The obligations of each Guaranteeing Subsidiary hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:

i. any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Note, by operation of law or otherwise;

ii. any modification or amendment of or supplement to the Indenture or any Note;

iii. any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Note;

iv. the existence of any claim, set‑off or other rights which such Guaranteeing Subsidiary may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;

v. any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the Principal of or interest on any Note or any other amount payable by the Company under the Indenture; or

vi. any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guaranteeing Subsidiary’s obligations hereunder.

(c)Except as otherwise provided in the Indenture, each Guaranteeing Subsidiary’s obligations hereunder will remain in full force and effect until the Principal of and interest on the Notes and all other amounts payable by the Company under the Indenture have been paid in full. If at any time any payment of the Principal of or interest on any Note or any other amount payable by the Company under the Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each Guaranteeing Subsidiary’s obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time.

(d)Each Guaranteeing Subsidiary irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.

(e)Upon making any payment with respect to any obligation of the Company under this Article, each Guaranteeing Subsidiary making such payment will be subrogated to the rights of the payee against the Company with respect to such obligation, provided that such Guaranteeing Subsidiary may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise, from any other Guarantor, with respect to such payment so long as any amount payable by the Company hereunder or under the Notes remains unpaid.

(f)If acceleration of the time for payment of any amount payable by the Company under the Indenture in respect of the Notes or the Notes is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms of the Indenture in respect of the Notes are nonetheless payable by the Guaranteeing Subsidiaries hereunder forthwith on demand by the Trustee or the Holders of the applicable Notes.

(g)Notwithstanding anything to the contrary in this Supplemental Indenture, each Guaranteeing Subsidiary, and by its acceptance of Notes, each Holder, confirms that it is the intention of all such parties that the Note Guarantee of such Guaranteeing Subsidiary not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. To effectuate that intention, the Trustee, the Holders of the Notes and each Guaranteeing Subsidiary irrevocably agree that the obligations of each Guaranteeing Subsidiary under its Note Guarantee are limited to the maximum amount that would not render such Guaranteeing Subsidiary’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law.

3.Notation not Required. None of the Company nor any Guaranteeing Subsidiary shall be required to make a notation on the Securities to reflect the Note Guarantee or any release, termination or discharge thereof.

4. Governing Law. The laws of the State of New York shall govern this Supplemental Indenture.

4.Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

5.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

6.The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries, the Company and the Parent Guarantor.

7.Successors. All agreements of the Guaranteeing Subsidiaries in the Indenture, this Supplemental Indenture and the Note Guarantee shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

8.No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Supplemental Indenture shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and are not exclusive of any other rights, remedies or benefits which either may have under this Supplemental Indenture at law, in equity, by statute or otherwise.

9.Modification. No modification, amendment or waiver of any provision of this Supplemental Indenture, nor the consent to any departure by any Guaranteeing Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guaranteeing Subsidiary in any case shall entitle such Guaranteeing Subsidiary to any other or further notice or demand in the same, similar or other circumstance.

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

AK Tube LLC,
as a Guaranteeing Subsidiary
By:	/s/ Edward J. Urbaniak, Jr.
Name: Edward J. Urbaniak, Jr.
Title: President

AK Steel Properties, Inc.
as a Guaranteeing Subsidiary
By:	/s/ David E. Westcott
Name: David E. Westcott
Title: Treasurer

U.S. BANK, NATIONAL ASSOCIATION
as the Trustee
By:	/s/ William E. Sicking
Name: William E. Sicking
Title: Vice President and Trust Officer

AK STEEL CORPORATION
as the Company
	By:	/s/ Roger K. Newport
	Name: Roger K. Newport
	Title: Vice President and Chief Financial Officer

AK STEEL HOLDING CORPORATION
as the Parent Guarantor
	By:	/s/ Roger K. Newport
	Name: Roger K. Newport
	Title: Vice President and Chief Financial Officer

EX-10.4

EXHIBIT 10.4

JOINDER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This JOINDER to AMENDED AND RESTATED Loan and Security Agreement (“Joinder”) is entered into as of April 29, 2014 by and among AK TUBE LLC, a Delaware limited liability company (“AK Tube”), AK STEEL CORPORATION, a Delaware corporation (“Borrower”), and BANK OF AMERICA, N.A., as agent for the Lenders (“Agent”).

Recitals

A.The Borrower, the Lenders and the Agent are party to that certain Amended and Restated Loan and Security Agreement, dated as of March 17, 2014 (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), pursuant to which the Lenders have agreed to make certain loans and extend certain other financial accommodations to the Borrower as provided therein. Capitalized terms defined in the Loan Agreement, where used and not otherwise defined in this Joinder, shall have the same meanings in this Joinder as are defined in the Loan Agreement.

B.AK Tube desires to execute this Joinder and to become a Borrowing Base Guarantor under the Loan Agreement.

NOW, THEREFORE, in consideration of the terms and conditions contained herein, and of any loans or financial accommodations heretofore, now, or hereafter made to or for the benefit of the Borrower by the Lenders, it hereby is agreed as follows:

ARTICLE 1

JOINDER

Section 1.1    Joinder to Loan Agreement.

(a)AK Tube hereby joins in the execution of, and becomes a party to, the Loan Agreement as a Borrowing Base Guarantor thereunder. AK Tube hereby assumes and agrees to perform, for the benefit of the Lenders and Agent, all of the obligations of a Borrowing Base Guarantor under the Loan Agreement and the other Loan Documents, as direct and primary obligations of AK Tube (including any such obligations that may have accrued prior to the date hereof, as applicable) and further agrees that it shall comply with and be fully bound by the terms of the Loan Agreement as if it had been a signatory thereto as a Borrowing Base Guarantor as of the date thereof; provided that the representations and warranties made by AK Tube thereunder shall be deemed to be made as of the date hereof. Without limiting the generality of the foregoing, to secure the prompt payment and performance of all Obligations (specifically including, without limitation, each of the Guaranteed Obligations of AK Tube arising under and as defined in the Subsidiary Guaranty (as defined below)), AK Tube hereby grants to Agent, for the benefit of Secured Parties, a continuing security interest in and Lien upon all of the Collateral of AK Tube, whether now owned or hereafter acquired, and wherever located (it being agreed and acknowledged that as of the date hereof, the Lenders are extending new credit based upon and in reliance on AK Tube’s grant of the security interest set forth herein).

(b)Lenders and Agent shall be entitled to rely on this Joinder as evidence that AK Tube has joined the Loan Agreement and any Other Agreements, as applicable, as a Borrowing Base Guarantor and is fully obligated thereunder.

ARTICLE 2

MISCELLANEOUS

Section 2.1    Conditions to Effectiveness. This Joinder shall become effective upon satisfaction or waiver of the following conditions precedent, as determined by the Agent in its reasonable discretion:

(c)this Joinder shall have been duly executed and delivered by the Agent, Borrower and AK Tube;

(d)Agent shall have received a fully executed and delivered secretary’s certificates of AK Tube and AK Properties certifying and attaching (i) such Person’s Organic Documents; (ii) resolutions authorizing the transactions contemplated by this Joinder; (iii) incumbency certificates, in each case, in form and substance reasonably acceptable to Agent and (iv) certificates of good standing issued by the secretary of state of the state of Delaware and each other state where such Person’s conduct of business or ownership of Property necessitates qualification (other than, in the case of AK Tube, the state of Indiana);

(e)Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of each of AK Tube and AK Properties certifying that, after giving effect to the transactions hereunder, (i) no Default or Event of Default exists; and (ii) the representations and warranties set forth in Section 9 of the Loan Agreement are true and correct;

(f)Agent shall have received an opinion of Weil, Gotshal & Manges LLP and the general counsel or assistant general counsel of the Borrower, in each case, in form and substance reasonably acceptable to Agent;

(g)Agent shall have received supplements to Schedules 8.6.1 and 9.1.12 of the Loan Agreement setting forth all business locations and Intellectual Property, as applicable, of AK Tube as of the date hereof;

(h)Agent shall have received a supplement to the Deposit Account List setting forth all Deposit Accounts held by AK Tube as of the date hereof;

(i)Agent shall have received a fully executed Deposit Account Control Agreement, in form reasonably satisfactory to Agent, duly executed by AK Tube, Agent and Bank of America, N.A., as depository bank; and

(j)Agent shall have received a fully-executed copy of that certain Subsidiary Guaranty, dated as of the date hereof (the “Subsidiary Guaranty”), by and among AK Tube, AK Properties, Borrower and Agent.

Section 2.2    Representations, Warranties, and Covenants of Borrower and AK Tube.

(a)    The Borrower hereby represents and warrants that, as of the date of this Joinder and after giving effect hereto, the representations and warranties of the Borrower contained in the Loan Agreement and the other Loan Documents to which it is a party are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date.

(b)    AK Tube hereby represents and warrants that, as of the date of this Joinder and after giving effect hereto, the representations and warranties of AK Tube contained in the Loan Agreement and the other Loan Documents to which it is a party are true and correct on and as of the date hereof to the same extent as though made on and as of the date hereof.

Section 2.3    Reference to and Effect on the Loan Agreement. Except as expressly provided herein, the Loan Agreement and all other Loan Documents shall remain unmodified and in full force and effect and are hereby ratified and confirmed. The execution, delivery, and effectiveness of this Joinder shall not operate as a waiver or forbearance of (a) any right, power, or remedy of the Lenders under the Loan Agreement or any of the other Loan Documents or (b) any Default or Event of Default. This Joinder shall constitute a Loan Document.

Section 2.4    Fees, Costs, and Expenses. Subject to and in accordance with Section 3.4 of the Loan Agreement, the Borrower agrees to pay on demand all reasonable, documented and out-of-pocket costs and expenses of the Agent in connection with the preparation, negotiation, execution and delivery, and closing of this Joinder and all related documentation, including the reasonable and documented fees and out-of-pocket expenses of counsel for the Agent with respect thereto.

Section 2.5    Counterparts. This Joinder may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single agreement. Delivery of a signature page of this Joinder by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart.

Section 2.6    Reaffirmation. Each of Borrower and AK Tube hereby acknowledges and reaffirms all of its obligations and undertakings under each of the Loan Documents to which it is a party and acknowledges and agrees that subsequent to, and after taking account of the provisions of this Joinder, each such Loan Document is and shall remain in full force and effect in accordance with the terms thereof.

Section 2.7    No Oral Agreements. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO.

Section 2.8    GOVERNING LAW. THIS JOINDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).

Section 2.9    Additional Agreements. On or before May 30, 2014 (or such later date as may be approved by the Agent in its reasonable discretion in writing), AK Tube shall deliver to Agent a certificate of foreign qualification of AK Tube issued by the secretary of state, or other applicable official, of the state of Indiana in form and substance reasonably satisfactory to the Agent. Notwithstanding any provision in the Loan Agreement to the contrary, any failure of AK Tube to comply with this Section 2.9 shall constitute an immediate Event of Default under the Loan Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Joinder as of the day and year first written above.

AK STEEL CORPORATION
By:	/s/ Roger K. Newport
Name:	Roger K. Newport
Title:	Vice President, Finance and Chief
	Financial Officer

AK TUBE LLC
By:	/s/ Edward J. Urbaniak, Jr.
Name:	Edward J. Urbaniak, Jr.
Title:	President

[Signature Page to Joinder to Amended and Restated Loan and Security Agreement]

BANK OF AMERICA, N.A.,
as Agent
By:	/s/ Brian Conole
Name:	Brian Conole
Title:	Senior Vice President

[Signature Page to Joinder to Amended and Restated Loan and Security Agreement]

Schedule 8.6.1

to

Joinder to Amended and Restated Loan and Security Agreement

BUSINESS LOCATIONS

1. AK Tube LLC (“AK Tube”) currently has the following business locations, and no others:

AK Tube LLC

Chief Executive Office:

30400 East Broadway

Walbridge, OH 43465

Other Locations:

150 West 450 South

Columbus, IN 47201

2. In the five years preceding the Closing Date, AK Tube has had no office or place of business located in any county other than as set forth above, except:    None.

3. Each Material Subsidiary currently has the following business locations, and no others:

AK Steel Properties, Inc.

Chief Executive Office:

9227 Centre Pointe Drive

West Chester, OH 45069

Other Locations:

1011 Centre Rd #310

Wilmington, DE 19805

4. The following bailees, warehouseman, similar parties and consignees hold inventory of AK Tube:

See ANNEX A.

ANNEX A

Third Party Name	Third Party Address	City	State	Zip
Perfect Cut-Off Inc.	29201 Anderson Road	Wickliffe	OH	44092
Fulton County Processing	7800 State Route 109	Delta	OH	43515
Quality Tube	701 E Industrial Pkwy	Fayette	OH	43521
Precision Cut Off	7400 Airport Hwy	Holland	OH	43528
HP Products - SMI	512 W. Gorgas St.	Louisville	OH	44641
Heidtman Steel	2401 Front St	Toledo	OH	43605
Franklen Brazing & Metal Treating	2025 McKinley Blvd	Lebanon	OH	45036
Stam, Inc.	7350 Production Drive	Mentor	OH	44060
Vision Pickling	9341 State Route 23	Waterman	IL	60556
Pre Annealed Brazing Concepts	94 Concepts Drive	Coldwater	MI	49036
Production Tube Cutting	110 S Smithville Rd.	Dayton	OH	45403
Diamond Mfg.	600 Royal Road	Michigan City	MI	46390
Alphi Manufacturing Inc.	576 Beck St.	Jonesville	MI	49250
Set Enterprises	PO Box 117	North Vernon	IN	47265
JETT Cutting	6510 S. Austin Avenue	Bedford Park	IL	60638
Precision Tube Inc	1025 Fortune Dr.	Richmond	KY	40475
Earle M. Jorgensen Co.	2301 Airwest Blvd.	Plainfield	IN	46168
Set Enterprises-New Boston	36211 S. Huron Road	New Boston	MI	48164
Perforated Tube Works, LLC	7651 Stonehedge Ln.	Manlius	NY	13104
Imperial Group	4969 Stepp Place, IFC-VA Plant 32	Dublin	VA	24084
JDM Steel	330 East Joe Orr Road Building C	Chicago Heights	IL	60411

Schedule 9.1.12

to

Joinder to Amended and Restated Loan and Security Agreement

ROYALTIES

None.

PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES

None.

EX-10.5

EXHIBIT 10.5

SECURITY AGREEMENT SUPPLEMENT

SECURITY AGREEMENT SUPPLEMENT dated as of April 29, 2014, among AK TUBE LLC, a Delaware limited liability company (“AK Tube”), AK STEEL PROPERTIES, INC., a Delaware corporation (“AK Properties” and, together with AK Tube, each a “New Grantor” and, collectively, the “New Grantors”), and U.S. BANK NATIONAL ASSOCIATION, as collateral agent (the “Collateral Agent”).

WHEREAS, pursuant to a Security Agreement dated as of November 20, 2012 (as amended and/or supplemented from time to time, the “Security Agreement”) among the Company, the other Grantors party thereto and the Collateral Agent, each New Grantor has secured the Secured Obligations by granting to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in certain personal property of such New Grantor;

WHEREAS, each New Grantor desires to become a party to the Security Agreement as a Grantor thereunder; and

WHEREAS, terms defined in the Security Agreement (or whose definitions are incorporated by reference in Section 1 of the Security Agreement) and not otherwise defined herein have, as used herein, the respective meanings provided for therein;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Grant of Transaction Liens. (a) In order to secure the Secured Obligations, each New Grantor grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all of the Collateral of such New Grantor, whether now owned or existing or hereafter acquired or arising and regardless of where located (the “New Collateral”); provided that, notwithstanding the foregoing or anything herein to the contrary, in no event shall the New Collateral include, or the security interest attach to, any Excluded Property; provided, however, the security interests and Liens granted hereunder shall attach to, and the “Collateral” shall automatically include any asset or property of such New Grantor that ceases to be an Excluded Property, without further action by any Grantor or Secured Party. It is understood and agreed that the Collateral will not include any ABL Collateral.

(b)    The foregoing Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer, any obligation or liability of any New Grantor with respect to any of the New Collateral or any transaction in connection therewith.

2.Party to Security Agreement. Upon delivering this Security Agreement Supplement to the Collateral Agent, each New Grantor will become a party to the Security Agreement and will thereafter have all the rights and obligations of a Grantor thereunder and be bound by all the provisions thereof as fully as if such New Grantor were one of the original parties thereto.

3.Representations and Warranties. (a) Each New Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction identified as its jurisdiction of organization in the Perfection Certificate.

(a)Each New Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete as of the date hereof in all material respects.

(b)The execution and delivery of this Security Agreement Supplement by each New Grantor and the performance by it of its obligations under the Security Agreement as supplemented hereby are within its corporate or other powers, have been duly authorized by all necessary corporate or other action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable material law or regulation or of its organizational documents, or of any material agreement, judgment, injunction, order, decree or other instrument binding upon it or result in the creation or imposition of any Lien (except a Transaction Lien) on any of its assets.

(c)The Security Agreement as supplemented hereby constitutes a valid and binding agreement of each New Grantor, enforceable in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors’ rights generally and (ii) general principles of equity.

(d)Each of the representations and warranties set forth in Sections 3, 4, 5 and 6 of the Security Agreement is true as applied to each New Grantor and the New Collateral as of the date hereof. For purposes of the foregoing sentence, references in said Sections to a “Grantor” shall be deemed to refer to each New Grantor, references to Schedules to the Security Agreement shall be deemed to refer to the corresponding Schedules to this Security Agreement Supplement, references to “Collateral” shall be deemed to refer to the New Collateral, and references to the “Effective Date” shall be deemed to refer to the date on which each New Grantor signs and delivers this Security Agreement Supplement.

4.Governing Law. This Security Agreement Supplement shall be construed in accordance with and governed by the laws of the State of New York.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement Supplement to be duly executed by their respective authorized officers as of the day and year first above written.

AK TUBE LLC
By:	/s/ Edward J. Urbaniak, Jr.
	Name:	Edward J. Urbaniak, Jr.
	Title:	President

AK STEEL PROPERTIES, INC.
By:	/s/ David E. Westcott
	Name:	David E. Westcott
	Title:	Treasurer

[Security Agreement Supplement]

U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent
By:	/s/ William E. Sicking
	Name:	William E. Sicking
	Title:	Vice President & Trust Officer

[Security Agreement Supplement]

Schedule I

to Security Agreement

Supplement

LOCATIONS OF EQUIPMENT

Grantor	Address	County	State
AK Tube LLC	30400 East Broadway, Walbridge, OH	Wood	Ohio
AK Tube LLC	1001 Hurricane Street, Franklin, IN 46131	Johnson	Indiana
AK Tube LLC	2525 Kreutzer Drive, Columbus, IN 47201	Bartholomew	Indiana
AK Tube LLC	1354 East Broadway, Toledo, OH 43607	Lucas	Ohio
AK Tube LLC	576 Beck St., Jonesville, MI 49250	Hillsdale	Michigan
AK Tube LLC	150 W 450 S., Columbus, IN 47201	Bartholomew	Indiana

EX-10.6

EXHIBIT 10.6

SUPPLEMENT TO COLLATERAL TRUST AGREEMENT

Reference is made to the Collateral Trust Agreement, dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Collateral Trust Agreement”), among AK Steel Corporation, a Delaware corporation (the “Company” or “Grantor”), U.S. Bank National Association, as Senior Indenture Trustee, U.S. Bank National Association, as Collateral Agent, and each other Person party thereto from time to time. Terms defined in the Collateral Trust Agreement and not otherwise defined herein are as defined in the Collateral Trust Agreement.

This Supplement to Collateral Trust Agreement, dated as of April 29, 2014 (this “Supplement to Collateral Trust Agreement”), is being delivered pursuant to Section 5(g) of the Collateral Trust Agreement.

Each of the undersigned, AK TUBE LLC, a Delaware limited liability company (“AK Tube”), and AK STEEL PROPERTIES, INC., a Delaware corporation (“AK Properties”, and together AK Tube, the “Additional Grantors”), hereby agrees to become a party to the Collateral Trust Agreement as a Grantor thereunder, for all purposes thereof on the terms set forth therein, and to be bound by all of the terms and provisions of the Collateral Trust Agreement as fully as if each Additional Grantor had executed and delivered the Collateral Trust Agreement as of the date thereof.

This Supplement to Collateral Trust Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Supplement to Collateral Trust Agreement by facsimile or PDF transmission shall be as effective as delivery of a manually signed counterpart of this Supplement to Collateral Trust Agreement. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

This Supplement to Collateral Trust Agreement shall be construed in accordance with and governed by the laws of the State of New York without regard to principles of conflicts of laws.

[Signature Pages Follow]

IN WITNESS WHEREOF, each Additional Grantor has caused this Supplement to Collateral Trust Agreement to be duly executed by its authorized representative as of the day and year first above written.

AK TUBE LLC
By:	/s/ Edward J. Urbaniak, Jr.
	Name: Edward J. Urbaniak, Jr.
	Title: President

AK STEEL PROPERTIES, INC.
By:	/s/ David E. Westcott
	Name: David E. Westcott
	Title: Treasurer

[Supplement to Collateral Trust Agreement]

The Collateral Agent acknowledges receipt of this Supplement to Collateral Trust Agreement and agrees to act as Collateral Agent with respect to the Collateral pledged by each Additional Grantor, as of the day and year first above written.

U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent
By:	/s/ William E. Sicking
	Name: William E. Sicking
	Title: Vice President & Trust Officer

[Supplement to Collateral Trust Agreement]

EX-10.7

EXHIBIT 10.7

GUARANTY AGREEMENT

Dated as of April 29, 2014

________________

By

AK TUBE LLC and

AK STEEL PROPERTIES, INC.

to

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

________________

Pertaining to:

$36,000,000 of State of Ohio

Ohio Air Quality Development Authority

Revenue Refunding Bonds

Series 2012-A

(AK Steel Corporation Project)

GUARANTY AGREEMENT

This GUARANTY AGREEMENT is made and effective as of April 29, 2014 (this “Guaranty”), jointly and severally, by and between AK TUBE LLC, a Delaware limited liability company (“AK TUBE”) and AK STEEL PROPERTIES, INC., a Delaware corporation (“AK STEEL PROPERTIES” and together with AK TUBE the “Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”), a national banking association, together with any successor trustee at the time serving as such under the Indenture (hereinafter identified). Each capitalized term used herein and not otherwise defined shall have the meaning as set forth in the Indenture.

W I T N E S S E T H:

WHEREAS, the Ohio Air Quality Development Authority (the “Issuer”), a body corporate and politic organized and existing under the laws of the State of Ohio (the “State”), has issued its revenue bonds pursuant to the Constitution and laws of the State, including, particularly, Chapter 3706 of the Ohio Revised Code, as amended, and other constitutional and statutory authority supplemental thereto (the “Act”), in the aggregate principal amount of $36,000,000 designated Revenue Refunding Bonds, Series 2012-A (AK Steel Corporation Project) (the “Bonds”); and

WHEREAS, the Bonds were issued under and secured by a Trust Indenture dated as of February 1, 2012, by and between the Issuer and the Trustee (the “Indenture”), and the Trustee initially served as Paying Agent under the Indenture; and

WHEREAS, the proceeds derived from the sale of the Bonds were provided by the Issuer to AK Steel Corporation (the “Company”) pursuant to a Loan Agreement dated as of February 1, 2012, between the Issuer and the Company (the “Loan Agreement”) for the purpose of refunding the Refunded Bonds, as defined in the Indenture, and paying the costs of issuance of such Bonds; and

WHEREAS, the Company is a wholly owned subsidiary of AK STEEL HOLDING; and

WHEREAS, AK STEEL HOLDING has previously entered into a guaranty agreement with the Trustee to guaranty the full and prompt payment of the principal, interest, premium if any, and the Purchase Price (as defined in the Indenture) of the Bonds; and

WHEREAS, AK TUBE and AK STEEL PROPERTIES are indirect wholly owned subsidiaries of AK STEEL HOLDING; and

WHEREAS, AK TUBE AND AK STEEL PROPERTIES have determined that it is in the best interests of the Guarantor to also guaranty the Bonds; and

WHEREAS, the Guarantor is willing to enter into this Guaranty in order to enhance the marketability of the Bonds and thereby achieve interest cost and other savings to the Company, and as an inducement to the purchase of the Bonds by all who shall at any time become Owners of the Bonds;

NOW, THEREFORE, in consideration of the premises and in order to enhance the marketability of the Bonds and thereby achieve interest cost and other savings to the Company, and as an inducement to the purchasers of the Bonds and all who shall at any time become Owners of the Bonds, the Guarantor does hereby, subject to the terms hereof, covenant and agree with the Trustee as follows:

ARTICLE I

REPRESENTATIONS AND WARRANTIES

The Guarantor does hereby represent and warrant that:

(a)AK TUBE is a limited liability company and AK STEEL PROPERTIES is a corporation, formed and incorporated, respectively, and in good standing under the laws of the State of Delaware, have sufficient power to enter into this Guaranty, and have authorized the execution and delivery of this Guaranty by proper corporate action;

(b)neither this Guaranty, the execution and delivery hereof, nor the agreements herein contained, are prevented, limited by or contravene or constitute a default under any agreement, instrument or indenture to which the Guarantor is a party or by which it is bound or any provisions of the Guarantor’s certificate of incorporation or bylaws, or any existing law, rule, regulation, judgment, order or decree to which the Guarantor is subject; and

(c)the assumption by the Guarantor of its obligations hereunder will result in a financial benefit to the Guarantor.

ARTICLE II

COVENANTS AND AGREEMENTS

Section 2.1    (a) The Guarantor hereby guarantees to the Trustee, jointly and severally, for the benefit of the Owners of Outstanding Bonds, (i) the full and prompt payment of the principal and premium, if any, of any Bond when and as the same shall become due, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise, (ii) the full and prompt payment of any interest on any Bond when and as the same shall become due, (iii) the full and prompt payment of the Purchase Price (as defined in the Indenture) of any Bond when and as the same shall become due, and (iv) the full and prompt payment of all amounts due under the Note,(as defined in the Loan Agreement). All payments by the Guarantor shall be paid in lawful money of the United States of America. Each and every default in payment of the principal and premium, if any, or Purchase Price of, or interest on, any Bond shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that upon failure of the Issuer or the Company to pay punctually any such amounts, the Guarantor shall forthwith pay or cause to be paid such amounts to the Trustee or other person or persons entitled to receive the same under the provisions of the Indenture. This Guaranty is a guarantee of payment when due and not of collectability.

(b)The Guarantor hereby covenants and agrees, for the benefit of the Owners of any Outstanding Bonds and for the benefit of any Credit Facility Issuer, that for so long as any Bonds are Outstanding (and notwithstanding any expiration or termination of the Master Securities Indenture (as defined below)), (i) the Guarantor will comply and cause the Company to comply with certain covenants (the “Included Covenants”) set forth in the Senior Indenture (the “Senior Indenture”) among it, the Company and U.S. Bank National Association, as trustee, as supplemented by the First Supplemental Indenture (the “Supplemental Indenture”) among the same parties, both dated as of May 11, 2010, and as the same may be further amended or supplemented from time to time (collectively, the “Master Securities Indenture”), and (ii) the Holders of any Outstanding Bonds and the Credit Facility Issuer, if any, are entitled to the benefit of those covenants on a

pari passu basis with holders of all Securities (as defined in the Master Securities Indenture). “Included Covenants” as used herein means the covenants of the Guarantor set forth in Sections 4.05 and 5.01 of the Senior Indenture and in Section 5.01 of the Supplemental Indenture. It is the intent of the Guarantor that the Included Covenants and the related provisions and definitions set forth in the Master Securities Indenture are incorporated by reference herein as if expressly set forth herein, with such conforming changes therein as shall be necessary or appropriate to give the Holders of the Bonds the full benefit of such covenants (i.e., references to “Notes” in the Master Securities Indenture shall be deemed to be references to “Bonds” herein, references to “Closing Date” in the Master Securities Indenture shall be deemed to be references to the date of issuance of the Bonds, et cetera).

(c)The Guarantor further covenants and agrees not to consent or enter into any amendment or supplement to the Included Covenants and/or the related provisions and definitions which would require the consent of the Holders (as defined in the Master Securities Indenture) of a majority in principal amount of the Securities (as defined in the Master Securities Indenture) affected thereby pursuant to Section 11.02 of the Senior Indenture unless the Holders of a majority in principal amount of the Securities affected thereby provide written consent to such amendment or supplement; provided that for purposes of determining whether the required majority has provided written consent, the “principal amount of the Securities affected thereby” shall be deemed to include the principal amount of all Bonds then outstanding, and the “Holders” shall be deemed to include holders of the Bonds then outstanding. The Guarantor agrees to provide, or cause to be provided, notice of any such amendment or supplement to holders of the Bonds in the same manner as notice is provided to Holders of Securities under the Master Securities Indenture.

Section 2.2    The obligations of the Guarantor under this Guaranty shall be absolute and unconditional and, except as otherwise provided in Section 2.9 hereof, shall remain in full force and effect until the entire principal and premium, if any, and Purchase Price of, and interest on, the Bonds shall have been paid or provided for under the Indenture, and such obligations shall not be affected, modified or impaired upon the happening from time to time of any event, including, without limitation, any of the following, whether or not with notice to, or the consent of, the Company or the Guarantor:

(a)    the compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of the Issuer under the Indenture or the Loan Agreement;

(b)    the failure to give notice to the Guarantor of the occurrence of an event of default under the terms and provisions of this Guaranty, the Loan Agreement or the Indenture;

(c)    the waiver by the Trustee or the Issuer of the payment, performance or observance by the Issuer, the Company or the Guarantor or the Trustee of any of the obligations, covenants or agreements contained in the Indenture, the Loan Agreement or this Guaranty;

(d)    the extension of the time for payment of any principal and premium, if any, or Purchase Price of, or interest on, any Bonds under this Guaranty or the Indenture, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Indenture, the Loan Agreement or this Guaranty;

(e)    the modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in the Indenture or the Loan Agreement;

(f)    the taking or the omission of any of the actions referred to in the Indenture or this Guaranty;

(g)    any failure, omission, delay or lack on the part of the Issuer or the Trustee to enforce, assert or exercise any right, power or remedy conferred on the Issuer or the Trustee in this Guaranty, the Loan Agreement or the Indenture, or any other act or acts on the part of the Issuer, the Trustee or any of the Owners from time to time of the Bonds;

(h)    the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting, the Guarantor, the Company or the Issuer or any of the assets of any or all of them, or any allegation or contest of the validity of this Guaranty in any such proceeding;

(i)    to the extent permitted by law, the release or discharge of the Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty by operation of law;

(j)    any lack of validity or enforceability of the Bonds, or other circumstance or condition under which the Guarantor may claim to be released from its obligations hereunder; or

(k)    the disposition by the Guarantor of any or all of its equity interest in the Company.

Section 2.3    No set-off, counterclaim, reduction, or diminution of any obligation, other than payment, or any defense of any kind or nature that the Guarantor or the Company has or may have against the Issuer, the Trustee or any Owner of any Bond shall be available hereunder to the Guarantor against the Trustee. This Guaranty shall remain in full force and effect or be reinstated if any payment of principal and premium, if any, or Purchase Price of, or interest on, any Bond must be restored or returned to the Company or any liquidator or trustee in bankruptcy for the Company by the Trustee or any Owner of any Bond because of or in connection with the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company.

Section 2.4    The Trustee shall have the right, power and authority to do all things, including instituting or appearing in any suit or proceeding, not inconsistent with the express provisions of the Indenture or this Guaranty, that are reasonably necessary to enforce the provisions of this Guaranty and protect the interests of the Owners from time to time of any Bonds.

Section 2.5    In the event of a default in the payment of principal and premium, if any, or Purchase Price of any Bond when and as the same shall become due, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise, or in the event of a default in the payment of any interest on any Bond when and as the same shall become due, the Guarantor agrees to be jointly and severally liable hereunder, and the Trustee may, and if requested to do so by the Owners of not less than a majority in aggregate principal amount of the Bonds then outstanding and upon indemnification as hereinafter provided shall be obligated to, proceed hereunder, and the Trustee, in its sole discretion, shall have the right to proceed first and directly against the Guarantor under this Guaranty without proceeding against any other person or exhausting any other remedies that it may have and without resorting to any other security held by the Issuer or the Trustee.

Before taking any action hereunder, the Trustee may require that satisfactory indemnity be furnished by the Owners of the Bonds requesting such action for the reimbursement of all expenses and to protect

against all liability, except liability that is adjudicated to have resulted from its negligence or willful misconduct by reason of any action so taken.

Section 2.6    The Guarantor waives notice of the issuance of the Bonds and notice from the Trustee or the Owners from time to time of any Bonds of their acceptance of and reliance on this Guaranty, and the Guarantor also waives presentment, demand for payment, protest and notice of nonpayment or dishonor and all other notices or demands whatsoever. The Guarantor further waives any right it may have to (a) require the Trustee or the Issuer to proceed against the Company, (b) require the Trustee to proceed against or exhaust any security granted by the Issuer or the Company, or (c) require the Trustee or the Issuer to pursue any other remedy within the power of either the Trustee or the Issuer. The Guarantor agrees that a separate action may be brought against it whether or not an action is commenced against the Company under the Loan Agreement. The Guarantor agrees to pay all reasonable costs, expenses and fees, including all reasonable attorneys’ fees and expenses, that may be incurred by the Trustee in enforcing or attempting to enforce this Guaranty following any default on the part of the Guarantor hereunder, whether the same shall be enforced by suit or otherwise.

Section 2.7    This Guaranty is entered into by the Guarantor for the benefit of the Trustee and the Owners from time to time of the Bonds and any successor trustee or trustees under the Indenture, all of whom shall be entitled to enforce performance and observance of this Guaranty to the same extent provided for the enforcement of remedies under the Indenture.

Section 2.8    Notwithstanding anything to the contrary contained herein, on any date specified by the Company on which all Bonds are subject to optional redemption pursuant to Section 9.01(a) of the Indenture, the Guarantor may request that the Trustee release the Guaranty with respect to the Bonds. Upon the payment of all amounts due upon the mandatory tender of such Bonds in accordance with the Indenture, the Trustee shall release this Guaranty with respect to the Bonds.

ARTICLE III

NOTICE AND SERVICE OF PROCESS,

PLEADINGS AND OTHER PAPERS

Section 3.1    The Guarantor represents that it is qualified to do business and subject to service of process in the State of Ohio and covenants that it will remain so qualified so long as any of the Bonds are outstanding, subject to the Included Covenants.

Section 3.2    Any notice, process, pleadings or other papers served upon the agents or officers of the Guarantor shall at the same time be sent by registered mail, return receipt requested, postage prepaid, to the Guarantor at the following addresses:

AK Tube LLC

30400 E. Broadway Street

Walbridge, OH 43465

Attn: President

AK Steel Properties, Inc.

9227 Centre Pointe Drive

West Chester, OH 45069

Attention: Treasurer

With a copy to:

AK Steel Corporation

Legal Department

9227 Centre Pointe Drive

West Chester, OH 45069

Attn:David C. Horn, Esq.

Joseph C. Alter, Esq

or to such other address as may be furnished by the Guarantor to the Trustee in writing.

ARTICLE IV

MISCELLANEOUS

Section 4.1The obligations of the Guarantor hereunder shall arise absolutely when the Bonds shall have been issued, sold and delivered by the Issuer and the proceeds thereof paid to the Trustee for the account of the Issuer under the Indenture.

Section 4.2No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Guaranty or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time as often as may be deemed expedient. In the event any provision contained in this Guaranty should be breached by the Guarantor, and thereafter duly waived by the Trustee, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. No waiver, amendment, release or modification of this Guaranty shall be established by conduct, custom or course of dealing, but solely by an instrument in writing duly executed by the Trustee.

Section 4.3(a) This Guaranty may be amended by written agreement of the Trustee and the Guarantor, provided that (i) no amendment may be made that would adversely affect the rights of the Owners of the Bonds without the consent of the Owners of a majority in aggregate principal amount of such Bonds then Outstanding, (ii) no such amendment may be made that would materially adversely affect the rights of some but less than all Outstanding Bonds without the consent of the Owners of a majority in principal amount of such Bonds; and (iii) no amendment may be made that would (x) decrease the amount payable under the Guaranty; (y) change the time for payments or the unconditional nature of the Guaranty; or (z) change the amendment provisions hereof, in each case without the consent of all of the Owners of Bonds adversely affected thereby; and provided further that the Guaranty may be amended by written agreement of the Trustee and the Guarantor without the consent of any Owner in order to make conforming changes with respect to amendments made to the Indenture.

(b)To determine whether the Owners of the requisite aggregate principal amount of the Bonds have approved or consented to any amendment or modification under this Guaranty, Bonds that are owned by the Issuer, the Guarantor or the Company or by any person or persons directly or indirectly controlling or controlled by or under direct or indirect common control with the Guarantor or the Company shall be disregarded and deemed not to be outstanding for the purpose of any such determination unless all Bonds are so owned, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such approval or consent, only Bonds that the Trustee knows are so owned shall be so disregarded.

Bonds so owned that have been pledged in good faith may be regarded as outstanding if the pledgee certifies to the Trustee the pledgee’s right so to act with respect to such Bonds and that the pledgee is not the Issuer, the Guarantor or the Company or any person or persons directly or indirectly controlling or controlled by or under direct or indirect common control with the Guarantor or the Company. The Trustee may conclusively rely and shall be fully protected in relying on the certification of any such pledgee.

(c)If at any time the Guarantor shall request the consent of the Trustee to any proposed amendment, change or modification of this Guaranty that is subject to the consent of any Owners, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change or modification to be mailed in the same manner as provided by the Indenture with respect to supplemental indentures. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file at the designated office of the Trustee for inspection by all Owners of the Bonds.

Section 4.4This Guaranty constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Section 4.5The invalidity or unenforceability of any one or more phrases, sentences, clauses or Sections in this Guaranty shall not affect the validity or enforceability of the remaining portions of this Guaranty, or any part thereof.

Section 4.6The validity, interpretation and performance of this Guaranty shall be governed by the laws of the State of Ohio.

Section 4.7The Guarantor will execute and deliver all such instruments and take all such action as the Trustee may from time to time reasonably request in order fully to effectuate the purposes of this Guaranty.

Section 4.8The Guarantor agrees to indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any and all loss, damage, claims, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, under the Indenture and under the Loan Agreement, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Guarantor, the Company, the Issuer, any Owner of the Bonds or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder or thereunder, or in connection with enforcing the provisions of this Section, except if such loss, damage, claim, liability or expense is caused in whole or in part by its own negligence or willful misconduct.

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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed in its name and behalf and its corporate seal to be affixed thereto and attested by its duly authorized officers as of the date first above written.

AK TUBE LLC
By:	/s/ Edward J. Urbaniak, Jr.
Name:	Edward J. Urbaniak, Jr.
Title:	President and CEO

AK STEEL PROPERTIES, INC.
By:	/s/ David E. Westcott
Name:	David E. Westcott
Title:	Treasurer

ACCEPTED as of the date first above written by WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee.

WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee
By:	/s/ Jeffrey K. Carlson
Name:	Jeffrey K. Carlson
Title:	Vice President

EX-10.8

EXHIBIT 10.8

GUARANTY AGREEMENT

Dated as of April 29, 2014

By

AK TUBE LLC

and AK STEEL PROPERTIES, INC.

to

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

________________

Pertaining to:

$30,000,000

City of Rockport, Indiana

Revenue Refunding Bonds

Series 2012-A

(AK Steel Corporation Project)

GUARANTY AGREEMENT

This GUARANTY AGREEMENT is made and effective as of April 29, 2014 (this “Guaranty”), jointly and severally, by and between AK TUBE LLC, a Delaware limited liability company (“AK TUBE”) and AK STEEL PROPERTIES, INC., a Delaware corporation (“AK STEEL PROPERTIES” and together with AK TUBE the “Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”), a national banking association, together with any successor trustee at the time serving as such under the Indenture (hereinafter identified). Each capitalized term used herein and not otherwise defined shall have the meaning as set forth in the Indenture.

W I T N E S S E T H:

WHEREAS, the City of Rockport, Indiana (the “Issuer”), a body corporate and politic organized and existing under the laws of the State of Indiana (the “State”), has issued its revenue bonds pursuant to the Constitution and laws of the State, in the aggregate principal amount of $30,000,000 designated Revenue Refunding Bonds, Series 2012-A (AK Steel Corporation Project) (the “Bonds”); and

WHEREAS, the Bonds were issued under and secured by a Trust Indenture dated as of February 1, 2012, by and between the Issuer and the Trustee (the “Indenture”), and the Trustee initially served as Paying Agent under the Indenture; and

WHEREAS, the proceeds derived from the sale of the Bonds were provided by the Issuer to AK Steel Corporation (the “Company”) pursuant to a Loan Agreement dated as of February 1, 2012, between the Issuer and the Company (the “Loan Agreement”) for the purpose of refunding the Refunded Bonds, as defined in the Indenture, and paying the costs of issuance of such Bonds; and

WHEREAS, the Company is a wholly owned subsidiary of AK STEEL HOLDING; and

WHEREAS, AK STEEL HOLDING has previously entered into a guaranty agreement with the Trustee to guaranty the full and prompt payment of the principal, interest, premium if any, and the Purchase Price (as defined in the Indenture) of the Bonds; and

WHEREAS, AK TUBE and AK STEEL PROPERTIES are indirect wholly owned subsidiaries of AK STEEL HOLDING; and

WHEREAS, AK TUBE AND AK STEEL PROPERTIES have determined that it is in the best interests of the Guarantor to also guaranty the Bonds; and

WHEREAS, the Guarantor is willing to enter into this Guaranty in order to enhance the marketability of the Bonds and thereby achieve interest cost and other savings to the Company, and as an inducement to the purchase of the Bonds by all who shall at any time become Owners of the Bonds;

NOW, THEREFORE, in consideration of the premises and in order to enhance the marketability of the Bonds and thereby achieve interest cost and other savings to the Company, and as an inducement to the purchasers of the Bonds and all who shall at any time become Owners of the Bonds, the Guarantor does hereby, subject to the terms hereof, covenant and agree with the Trustee as follows:

ARTICLE I

REPRESENTATIONS AND WARRANTIES

The Guarantor does hereby represent and warrant that:

(a)AK TUBE is a limited liability company and AK STEEL PROPERTIES is a corporation, formed and incorporated, respectively, and in good standing under the laws of the State of Delaware, have sufficient power to enter into this Guaranty, and have authorized the execution and delivery of this Guaranty by proper corporate action;

(b)neither this Guaranty, the execution and delivery hereof, nor the agreements herein contained, are prevented, limited by or contravene or constitute a default under any agreement, instrument or indenture to which the Guarantor is a party or by which it is bound or any provisions of the Guarantor’s certificate of incorporation or bylaws, or any existing law, rule, regulation, judgment, order or decree to which the Guarantor is subject; and

(c)the assumption by the Guarantor of its obligations hereunder will result in a financial benefit to the Guarantor.

ARTICLE II

COVENANTS AND AGREEMENTS

Section 2.1    (a) The Guarantor hereby guarantees to the Trustee, jointly and severally, for the benefit of the Owners of Outstanding Bonds, (i) the full and prompt payment of the principal and premium, if any, of any Bond when and as the same shall become due, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise, (ii) the full and prompt payment of any interest on any Bond when and as the same shall become due, (iii) the full and prompt payment of the Purchase Price (as defined in the Indenture) of any Bond when and as the same shall become due, and (iv) the full and prompt payment of all amounts due under the Note (as defined in the Loan Agreement). All payments by the Guarantor shall be paid in lawful money of the United States of America. Each and every default in payment of the principal and premium, if any, or Purchase Price of, or interest on, any Bond shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that upon failure of the Issuer or the Company to pay punctually any such amounts, the Guarantor shall forthwith pay or cause to be paid such amounts to the Trustee or other person or persons entitled to receive the same under the provisions of the Indenture. This Guaranty is a guarantee of payment when due and not of collectability.

(b)The Guarantor hereby covenants and agrees, for the benefit of the Owners of any Outstanding Bonds and for the benefit of any Credit Facility Issuer, that for so long as any Bonds are Outstanding (and notwithstanding any expiration or termination of the Master Securities Indenture (as defined below)), (i) the Guarantor will comply and cause the Company to comply with certain covenants (the “Included Covenants”) set forth in the Senior Indenture (the “Senior Indenture”) among it, the Company and U.S. Bank National Association, as trustee, as supplemented by the First Supplemental Indenture (the “Supplemental Indenture”) among the same parties, both dated as of May 11, 2010, and as the same may be further amended or supplemented from time to time (collectively, the “Master Securities Indenture”), and (ii) the Holders of any Outstanding Bonds and the Credit Facility Issuer, if any, are entitled to the benefit of those covenants on a

pari passu basis with holders of all Securities (as defined in the Master Securities Indenture). “Included Covenants” as used herein means the covenants of the Guarantor set forth in Sections 4.05 and 5.01 of the Senior Indenture and in Section 5.01 of the Supplemental Indenture. It is the intent of the Guarantor that the Included Covenants and the related provisions and definitions set forth in the Master Securities Indenture are incorporated by reference herein as if expressly set forth herein, with such conforming changes therein as shall be necessary or appropriate to give the Holders of the Bonds the full benefit of such covenants (i.e., references to “Notes” in the Master Securities Indenture shall be deemed to be references to “Bonds” herein, references to “Closing Date” in the Master Securities Indenture shall be deemed to be references to the date of issuance of the Bonds, et cetera).

(c)The Guarantor further covenants and agrees not to consent or enter into any amendment or supplement to the Included Covenants and/or the related provisions and definitions which would require the consent of the Holders (as defined in the Master Securities Indenture) of a majority in principal amount of the Securities (as defined in the Master Securities Indenture) affected thereby pursuant to Section 11.02 of the Senior Indenture unless the Holders of a majority in principal amount of the Securities affected thereby provide written consent to such amendment or supplement; provided that for purposes of determining whether the required majority has provided written consent, the “principal amount of the Securities affected thereby” shall be deemed to include the principal amount of all Bonds then outstanding, and the “Holders” shall be deemed to include holders of the Bonds then outstanding. The Guarantor agrees to provide, or cause to be provided, notice of any such amendment or supplement to holders of the Bonds in the same manner as notice is provided to Holders of Securities under the Master Securities Indenture.

Section 2.2    The obligations of the Guarantor under this Guaranty shall be absolute and unconditional and, except as otherwise provided in Section 2.9 hereof, shall remain in full force and effect until the entire principal and premium, if any, and Purchase Price of, and interest on, the Bonds shall have been paid or provided for under the Indenture, and such obligations shall not be affected, modified or impaired upon the happening from time to time of any event, including, without limitation, any of the following, whether or not with notice to, or the consent of, the Company or the Guarantor:

(a)    the compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of the Issuer under the Indenture or the Loan Agreement;

(b)    the failure to give notice to the Guarantor of the occurrence of an event of default under the terms and provisions of this Guaranty, the Loan Agreement or the Indenture;

(c)    the waiver by the Trustee or the Issuer of the payment, performance or observance by the Issuer, the Company or the Guarantor or the Trustee of any of the obligations, covenants or agreements contained in the Indenture, the Loan Agreement or this Guaranty;

(d)    the extension of the time for payment of any principal and premium, if any, or Purchase Price of, or interest on, any Bonds under this Guaranty or the Indenture, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Indenture, the Loan Agreement or this Guaranty;

(e)    the modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in the Indenture or the Loan Agreement;

(f)    the taking or the omission of any of the actions referred to in the Indenture or this Guaranty;

(g)    any failure, omission, delay or lack on the part of the Issuer or the Trustee to enforce, assert or exercise any right, power or remedy conferred on the Issuer or the Trustee in this Guaranty, the Loan Agreement or the Indenture, or any other act or acts on the part of the Issuer, the Trustee or any of the Owners from time to time of the Bonds;

(h)    the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting, the Guarantor, the Company or the Issuer or any of the assets of any or all of them, or any allegation or contest of the validity of this Guaranty in any such proceeding;

(i)    to the extent permitted by law, the release or discharge of the Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty by operation of law;

(j)    any lack of validity or enforceability of the Bonds, or other circumstance or condition under which the Guarantor may claim to be released from its obligations hereunder; or

(k)    the disposition by the Guarantor of any or all of its equity interest in the Company.

Section 2.3    No set-off, counterclaim, reduction, or diminution of any obligation, other than payment, or any defense of any kind or nature that the Guarantor or the Company has or may have against the Issuer, the Trustee or any Owner of any Bond shall be available hereunder to the Guarantor against the Trustee. This Guaranty shall remain in full force and effect or be reinstated if any payment of principal and premium, if any, or Purchase Price of, or interest on, any Bond must be restored or returned to the Company or any liquidator or trustee in bankruptcy for the Company by the Trustee or any Owner of any Bond because of or in connection with the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company.

Section 2.4    The Trustee shall have the right, power and authority to do all things, including instituting or appearing in any suit or proceeding, not inconsistent with the express provisions of the Indenture or this Guaranty, that are reasonably necessary to enforce the provisions of this Guaranty and protect the interests of the Owners from time to time of any Bonds.

Section 2.5    In the event of a default in the payment of principal and premium, if any, or Purchase Price of any Bond when and as the same shall become due, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise, or in the event of a default in the payment of any interest on any Bond when and as the same shall become due, the Guarantor agrees to be jointly and severally liable hereunder, and the Trustee may, and if requested to do so by the Owners of not less than a majority in aggregate principal amount of the Bonds then outstanding and upon indemnification as hereinafter provided shall be obligated to, proceed hereunder, and the Trustee, in its sole discretion, shall have the right to proceed first and directly against the Guarantor under this Guaranty without proceeding against any other person or exhausting any other remedies that it may have and without resorting to any other security held by the Issuer or the Trustee.

Before taking any action hereunder, the Trustee may require that satisfactory indemnity be furnished by the Owners of the Bonds requesting such action for the reimbursement of all expenses and to protect

against all liability, except liability that is adjudicated to have resulted from its negligence or willful misconduct by reason of any action so taken.

Section 2.6    The Guarantor waives notice of the issuance of the Bonds and notice from the Trustee or the Owners from time to time of any Bonds of their acceptance of and reliance on this Guaranty, and the Guarantor also waives presentment, demand for payment, protest and notice of nonpayment or dishonor and all other notices or demands whatsoever. The Guarantor further waives any right it may have to (a) require the Trustee or the Issuer to proceed against the Company, (b) require the Trustee to proceed against or exhaust any security granted by the Issuer or the Company, or (c) require the Trustee or the Issuer to pursue any other remedy within the power of either the Trustee or the Issuer. The Guarantor agrees that a separate action may be brought against it whether or not an action is commenced against the Company under the Loan Agreement. The Guarantor agrees to pay all reasonable costs, expenses and fees, including all reasonable attorneys’ fees and expenses, that may be incurred by the Trustee in enforcing or attempting to enforce this Guaranty following any default on the part of the Guarantor hereunder, whether the same shall be enforced by suit or otherwise.

Section 2.7    This Guaranty is entered into by the Guarantor for the benefit of the Trustee and the Owners from time to time of the Bonds and any successor trustee or trustees under the Indenture, all of whom shall be entitled to enforce performance and observance of this Guaranty to the same extent provided for the enforcement of remedies under the Indenture.

Section 2.8    Notwithstanding anything to the contrary contained herein, on any date specified by the Company on which all Bonds are subject to optional redemption pursuant to Section 9.01(a) of the Indenture, the Guarantor may request that the Trustee release the Guaranty with respect to the Bonds. Upon the payment of all amounts due upon the mandatory tender of such Bonds in accordance with the Indenture, the Trustee shall release this Guaranty with respect to the Bonds.

ARTICLE III

NOTICE AND SERVICE OF PROCESS,

PLEADINGS AND OTHER PAPERS

Section 3.1    The Guarantor represents that it is qualified to do business and subject to service of process in the State of Ohio and covenants that it will remain so qualified so long as any of the Bonds are outstanding, subject to the Included Covenants.

Section 3.2    Any notice, process, pleadings or other papers served upon the agents or officers of the Guarantor shall at the same time be sent by registered mail, return receipt requested, postage prepaid, to the Guarantor at the following addresses:

AK Tube LLC

30400 E. Broadway Street

Walbridge, OH 43465

Attn: President

AK Steel Properties, Inc.

9227 Centre Pointe Drive

West Chester, OH 45069

Attention: Treasurer

With a copy to:

AK Steel Corporation

Legal Department

9227 Centre Pointe Drive

West Chester, OH 45069

Attn:David C. Horn, Esq.

Joseph C. Alter, Esq

or to such other address as may be furnished by the Guarantor to the Trustee in writing.

ARTICLE IV

MISCELLANEOUS

Section 4.1The obligations of the Guarantor hereunder shall arise absolutely when the Bonds shall have been issued, sold and delivered by the Issuer and the proceeds thereof paid to the Trustee for the account of the Issuer under the Indenture.

Section 4.2No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Guaranty or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time as often as may be deemed expedient. In the event any provision contained in this Guaranty should be breached by the Guarantor, and thereafter duly waived by the Trustee, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. No waiver, amendment, release or modification of this Guaranty shall be established by conduct, custom or course of dealing, but solely by an instrument in writing duly executed by the Trustee.

Section 4.3(a) This Guaranty may be amended by written agreement of the Trustee and the Guarantor, provided that (i) no amendment may be made that would adversely affect the rights of the Owners of the Bonds without the consent of the Owners of a majority in aggregate principal amount of such Bonds then Outstanding, (ii) no such amendment may be made that would materially adversely affect the rights of some but less than all Outstanding Bonds without the consent of the Owners of a majority in principal amount of such Bonds; and (iii) no amendment may be made that would (x) decrease the amount payable under the Guaranty; (y) change the time for payments or the unconditional nature of the Guaranty; or (z) change the amendment provisions hereof, in each case without the consent of all of the Owners of Bonds adversely affected thereby; and provided further that the Guaranty may be amended by written agreement of the Trustee and the Guarantor without the consent of any Owner in order to make conforming changes with respect to amendments made to the Indenture.

(b)To determine whether the Owners of the requisite aggregate principal amount of the Bonds have approved or consented to any amendment or modification under this Guaranty, Bonds that are owned by the Issuer, the Guarantor or the Company or by any person or persons directly or indirectly controlling or controlled by or under direct or indirect common control with the Guarantor or the Company shall be disregarded and deemed not to be outstanding for the purpose of any such determination unless all Bonds are so owned, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such approval or consent, only Bonds that the Trustee knows are so owned shall be so disregarded. Bonds so owned that have been pledged in good faith may be regarded as outstanding if the pledgee certifies

to the Trustee the pledgee’s right so to act with respect to such Bonds and that the pledgee is not the Issuer, the Guarantor or the Company or any person or persons directly or indirectly controlling or controlled by or under direct or indirect common control with the Guarantor or the Company. The Trustee may conclusively rely and shall be fully protected in relying on the certification of any such pledgee.

(c)If at any time the Guarantor shall request the consent of the Trustee to any proposed amendment, change or modification of this Guaranty that is subject to the consent of any Owners, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change or modification to be mailed in the same manner as provided by the Indenture with respect to supplemental indentures. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file at the designated office of the Trustee for inspection by all Owners of the Bonds.

Section 4.4This Guaranty constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Section 4.5The invalidity or unenforceability of any one or more phrases, sentences, clauses or Sections in this Guaranty shall not affect the validity or enforceability of the remaining portions of this Guaranty, or any part thereof.

Section 4.6The validity, interpretation and performance of this Guaranty shall be governed by the laws of the State of Ohio.

Section 4.7The Guarantor will execute and deliver all such instruments and take all such action as the Trustee may from time to time reasonably request in order fully to effectuate the purposes of this Guaranty.

Section 4.8The Guarantor agrees to indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any and all loss, damage, claims, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, under the Indenture and under the Loan Agreement, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Guarantor, the Company, the Issuer, any Owner of the Bonds or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder or thereunder, or in connection with enforcing the provisions of this Section, except if such loss, damage, claim, liability or expense is caused in whole or in part by its own negligence or willful misconduct.

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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed in its name and behalf and its corporate seal to be affixed thereto and attested by its duly authorized officers as of the date first above written.

AK TUBE LLC
By:	/s/ Edward J. Urbaniak, Jr.
Name:	Edward J. Urbaniak, Jr.
Title:	President and CEO

AK STEEL PROPERTIES, INC.
By:	/s/ David E. Westcott
Name:	David E. Westcott
Title:	Treasurer

ACCEPTED as of the date first above written by WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee.

WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee
By:	/s/ Jeffrey K. Carlson
Name:	Jeffrey K. Carlson
Title:	Vice President

EX-10.9

EXHIBIT 10.9

GUARANTY AGREEMENT

Dated as of April 29, 2014

________________

By

AK TUBE LLC and

AK STEEL PROPERTIES, INC.

to

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

________________

Pertaining to:

$7,300,000

Butler County Industrial Development Authority

Revenue Refunding Bonds

Series 2012-A

(AK Steel Corporation Project)

GUARANTY AGREEMENT

This GUARANTY AGREEMENT is made and effective as of April 29, 2014 (this “Guaranty”), jointly and severally, by and between AK TUBE LLC, a Delaware limited liability company (“AK TUBE”) and AK STEEL PROPERTIES, INC., a Delaware corporation (“AK STEEL PROPERTIES” and together with AK TUBE the “Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”), a national banking association, together with any successor trustee at the time serving as such under the Indenture (hereinafter identified). Each capitalized term used herein and not otherwise defined shall have the meaning as set forth in the Indenture.

W I T N E S S E T H:

WHEREAS, the Butler County Industrial Development Authority (the “Issuer”), a public instrumentality of the Commonwealth of Pennsylvania and a body corporate and politic organized and existing under the Economic Development Financing Law, 73 P.S. § 371 et seq., as amended (the “Act”), issued its revenue bonds pursuant to Act in the aggregate principal amount of $7,300,000 designated Revenue Refunding Bonds, Series 2012-A (AK Steel Corporation Project) (the “Bonds”); and

WHEREAS, the Bonds were issued under and secured by a Trust Indenture dated as of February 1, 2012, by and between the Issuer and the Trustee (the “Indenture”), and the Trustee initially served as Paying Agent under the Indenture; and

WHEREAS, the proceeds derived from the sale of the Bonds were provided by the Issuer to AK Steel Corporation (the “Company”) pursuant to a Loan Agreement dated as of February 1, 2012, between the Issuer and the Company (the “Loan Agreement”) for the purpose of refunding the Refunded Bonds, as defined in the Indenture, and paying the costs of issuance of such Bonds; and

WHEREAS, the Company is a wholly owned subsidiary of AK STEEL HOLDING; and

WHEREAS, AK STEEL HOLDING has previously entered into a guaranty agreement with the Trustee to guaranty the full and prompt payment of the principal, interest, premium if any, and the Purchase Price (as defined in the Indenture) of the Bonds; and

WHEREAS, AK TUBE and AK STEEL PROPERTIES are indirect wholly owned subsidiaries of AK STEEL HOLDING; and

WHEREAS, AK TUBE AND AK STEEL PROPERTIES have determined that it is in the best interests of the Guarantor to also guaranty the Bonds; and

WHEREAS, the Guarantor is willing to enter into this Guaranty in order to enhance the marketability of the Bonds and thereby achieve interest cost and other savings to the Company, and as an inducement to the purchase of the Bonds by all who shall at any time become Owners of the Bonds.

NOW, THEREFORE, in consideration of the premises and in order to enhance the marketability of the Bonds and thereby achieve interest cost and other savings to the Company, and as an inducement to the purchasers of the Bonds and all who shall at any time become Owners of the Bonds, the Guarantor does hereby, subject to the terms hereof, covenant and agree with the Trustee as follows:

ARTICLE I

REPRESENTATIONS AND WARRANTIES

The Guarantor does hereby represent and warrant that:

(a)AK TUBE is a limited liability company and AK STEEL PROPERTIES is a corporation, formed and incorporated, respectively, and in good standing under the laws of the State of Delaware, have sufficient power to enter into this Guaranty, and have authorized the execution and delivery of this Guaranty by proper corporate action;

(b)neither this Guaranty, the execution and delivery hereof, nor the agreements herein contained, are prevented, limited by or contravene or constitute a default under any agreement, instrument or indenture to which the Guarantor is a party or by which it is bound or any provisions of the Guarantor’s certificate of incorporation or bylaws, or any existing law, rule, regulation, judgment, order or decree to which the Guarantor is subject; and

(c)the assumption by the Guarantor of its obligations hereunder will result in a financial benefit to the Guarantor.

ARICLE II

COVENANTS AND AGREEMENTS

Section 2.1    (a) The Guarantor hereby guarantees to the Trustee, jointly and severally, for the benefit of the Owners of Outstanding Bonds, (a) the full and prompt payment of the principal and premium, if any, of any Bond when and as the same shall become due, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise, (b) the full and prompt payment of any interest on any Bond when and as the same shall become due, (c) the full and prompt payment of the Purchase Price (as defined in the Indenture) of any Bond when and as the same shall become due, and (d) the full and prompt payment of all amounts due under the Note (as defined in the Loan Agreement). All payments by the Guarantor shall be paid in lawful money of the United States of America. Each and every default in payment of the principal, premium, if any, or Purchase Price of, or interest on, any Bond shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that upon failure of the Issuer or the Company to pay punctually any such amounts, the Guarantor shall forthwith pay or cause to be paid such amounts to the Trustee or other person or persons entitled to receive the same under the provisions of the Indenture. This Guaranty is a guarantee of payment when due and not of collectability.

(b) The Guarantor hereby covenants and agrees, for the benefit of the Owners of any Outstanding Bonds and for the benefit of any Credit Facility Issuer, that for so long as any Bonds are Outstanding (and notwithstanding any expiration or termination of the Master Securities Indenture (as defined below)), (i) the Guarantor will comply and cause the Company to comply with certain covenants (the “Included Covenants”)set forth in the Senior Indenture (the “Senior Indenture”) among it, the Company and U.S. Bank National Association, as trustee, as supplemented by the First Supplemental Indenture (the “Supplemental Indenture”) among the same parties, both dated as of May 11, 2010, and as the same may be further amended or supplemented from time to time (collectively, the “Master Securities Indenture”), and (ii) the Holders of any Outstanding Bonds and the Credit Facility Issuer, if any, are entitled to the benefit of those covenants on a

pari passu basis with holders of all Securities (as defined in the Master Securities Indenture). “Included Covenants” as used herein means the covenants of the Guarantor set forth in Sections 4.05 and 5.01 of the Senior Indenture and in Section 5.01 of the Supplemental Indenture. It is the intent of the Guarantor that the Included Covenants and the related provisions and definitions set forth in the Master Securities Indenture are incorporated by reference herein as if expressly set forth herein, with such conforming changes therein as shall be necessary or appropriate to give the Holders of the Bonds the full benefit of such covenants (i.e., references to “Notes” in the Master Securities Indenture shall be deemed to be references to “Bonds” herein, references to “Closing Date” in the Master Securities Indenture shall be deemed to be references to the date of issuance of the Bonds, et cetera).

(c)The Guarantor further covenants and agrees not to consent or enter into any amendment or supplement to the Included Covenants and/or the related provisions and definitions which would require the consent of the Holders (as defined in the Master Securities Indenture) of a majority in principal amount of the Securities (as defined in the Master Securities Indenture) affected thereby pursuant to Section 11.02 of the Senior Indenture unless the Holders of a majority in principal amount of the Securities affected thereby provide written consent to such amendment or supplement; provided that for purposes of determining whether the required majority has provided written consent, the “principal amount of the Securities affected thereby” shall be deemed to include the principal amount of all Bonds then outstanding, and the “Holders” shall be deemed to include holders of the Bonds then outstanding. The Guarantor agrees to provide, or cause to be provided, notice of any such amendment or supplement to holders of the Bonds in the same manner as notice is provided to Holders of Securities under the Master Securities Indenture.

Section 2.2    The obligations of the Guarantor under this Guaranty shall be absolute and unconditional and, except as otherwise provided in Section 2.9 hereof, shall remain in full force and effect until the entire principal and premium, if any, and Purchase Price of, and interest on, the Bonds shall have been paid or provided for under the Indenture, and such obligations shall not be affected, modified or impaired upon the happening from time to time of any event, including, without limitation, any of the following, whether or not with notice to, or the consent of, the Company or the Guarantor:

(a)    the compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of the Issuer under the Indenture or the Loan Agreement;

(b)    the failure to give notice to the Guarantor of the occurrence of an event of default under the terms and provisions of this Guaranty, the Loan Agreement or the Indenture;

(c)    the waiver by the Trustee or the Issuer of the payment, performance or observance by the Issuer, the Company or the Guarantor or the Trustee of any of the obligations, covenants or agreements contained in the Indenture, the Loan Agreement or this Guaranty;

(d)    the extension of the time for payment of any principal and premium, if any, or Purchase Price of, or interest on, any Bonds under this Guaranty or the Indenture, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Indenture, the Loan Agreement or this Guaranty;

(e)    the modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in the Indenture or the Loan Agreement;

(f)    the taking or the omission of any of the actions referred to in the Indenture or this Guaranty;

(g)    any failure, omission, delay or lack on the part of the Issuer or the Trustee to enforce, assert or exercise any right, power or remedy conferred on the Issuer or the Trustee in this Guaranty, the Loan Agreement or the Indenture, or any other act or acts on the part of the Issuer, the Trustee or any of the Owners from time to time of the Bonds;

(h)    the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting, the Guarantor, the Company or the Issuer or any of the assets of any or all of them, or any allegation or contest of the validity of this Guaranty in any such proceeding;

(i)    to the extent permitted by law, the release or discharge of the Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty by operation of law;

(j)    any lack of validity or enforceability of the Bonds, or other circumstance or condition under which the Guarantor may claim to be released from its obligations hereunder; or

(k)    the disposition by the Guarantor of any or all of its equity interest in the Company.

Section 2.3    No set-off, counterclaim, reduction, or diminution of any obligation, other than payment, or any defense of any kind or nature that the Guarantor or the Company has or may have against the Issuer, the Trustee or any Owner of any Bond shall be available hereunder to the Guarantor against the Trustee. This Guaranty shall remain in full force and effect or be reinstated if any payment of principal and premium, if any, or Purchase Price of, or interest on, any Bond must be restored or returned to the Company or any liquidator or trustee in bankruptcy for the Company by the Trustee or any Owner of any Bond because of or in connection with the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company.

Section 2.4    The Trustee shall have the right, power and authority to do all things, including instituting or appearing in any suit or proceeding, not inconsistent with the express provisions of the Indenture or this Guaranty, that are reasonably necessary to enforce the provisions of this Guaranty and protect the interests of the Owners from time to time of any Bonds.

Section 2.5    In the event of a default in the payment of principal and premium, if any, or Purchase Price of any Bond when and as the same shall become due, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise, or in the event of a default in the payment of any interest on any Bond when and as the same shall become due, the Guarantor agrees to be jointly and severally liable hereunder, and the Trustee may, and if requested to do so by the Owners of not less than a majority in aggregate principal amount of the Bonds then outstanding and upon indemnification as hereinafter provided shall be obligated to, proceed hereunder, and the Trustee, in its sole discretion, shall have the right to proceed first and directly against the Guarantor under this Guaranty without proceeding against any other person or exhausting any other remedies that it may have and without resorting to any other security held by the Issuer or the Trustee.

Before taking any action hereunder, the Trustee may require that satisfactory indemnity be furnished by the Owners of the Bonds requesting such action for the reimbursement of all expenses and to protect

against all liability, except liability that is adjudicated to have resulted from its negligence or willful misconduct by reason of any action so taken.

Section 2.6    The Guarantor waives notice of the issuance of the Bonds and notice from the Trustee or the Owners from time to time of any Bonds of their acceptance of and reliance on this Guaranty, and the Guarantor also waives presentment, demand for payment, protest and notice of nonpayment or dishonor and all other notices or demands whatsoever. The Guarantor further waives any right it may have to (a) require the Trustee or the Issuer to proceed against the Company, (b) require the Trustee to proceed against or exhaust any security granted by the Issuer or the Company, or (c) require the Trustee or the Issuer to pursue any other remedy within the power of either the Trustee or the Issuer. The Guarantor agrees that a separate action may be brought against it whether or not an action is commenced against the Company under the Loan Agreement. The Guarantor agrees to pay all reasonable costs, expenses and fees, including all reasonable attorneys’ fees and expenses, that may be incurred by the Trustee in enforcing or attempting to enforce this Guaranty following any default on the part of the Guarantor hereunder, whether the same shall be enforced by suit or otherwise.

Section 2.7    This Guaranty is entered into by the Guarantor for the benefit of the Trustee and the Owners from time to time of the Bonds and any successor trustee or trustees under the Indenture, all of whom shall be entitled to enforce performance and observance of this Guaranty to the same extent provided for the enforcement of remedies under the Indenture.

Section 2.8    Notwithstanding anything to the contrary contained herein, on any date specified by the Company on which all Bonds are subject to optional redemption pursuant to Section 9.01(a) of the Indenture, the Guarantor may request that the Trustee release the Guaranty with respect to the Bonds. Upon the payment of all amounts due upon the mandatory tender of such Bonds in accordance with the Indenture, the Trustee shall release this Guaranty with respect to the Bonds.

ARTICLE III

NOTICE AND SERVICE OF PROCESS,

PLEADINGS AND OTHER PAPERS

Section 3.1    The Guarantor represents that it is qualified to do business and subject to service of process in the State of Ohio and covenants that it will remain so qualified so long as any of the Bonds are outstanding, subject to the Included Covenants.

Section 3.2    Any notice, process, pleadings or other papers served upon the agents or officers of the Guarantor shall at the same time be sent by registered mail, return receipt requested, postage prepaid, to the Guarantor at the following addresses:

AK Tube LLC

30400 E. Broadway Street

Walbridge, OH 43465

Attention: President

AK Steel Properties, Inc.

9227 Centre Pointe Drive

West Chester, OH 45069

Attention: Treasurer

With a copy to:

AK Steel Corporation

Legal Department

9227 Centre Pointe Drive

West Chester, OH 45069

Attn:David C. Horn, Esq.

Joseph C. Alter, Esq

or to such other address as may be furnished by the Guarantor to the Trustee in writing.

ARTICLE IV

MISCELLANEOUS

Section 4.1    The obligations of the Guarantor hereunder shall arise absolutely when the Bonds shall have been issued, sold and delivered by the Issuer and the proceeds thereof paid to the Trustee for the account of the Issuer under the Indenture.

Section 4.2    No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Guaranty or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time as often as may be deemed expedient. In the event any provision contained in this Guaranty should be breached by the Guarantor, and thereafter duly waived by the Trustee, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. No waiver, amendment, release or modification of this Guaranty shall be established by conduct, custom or course of dealing, but solely by an instrument in writing duly executed by the Trustee.

Section 4.3    (a)  This Guaranty may be amended by written agreement of the Trustee and the Guarantor, provided that (i) no amendment may be made that would adversely affect the rights of the Owners of theBonds without the consent of the Owners of a majority in aggregate principal amount of such Bonds then Outstanding, (ii) no such amendment may be made that would materially adversely affect the rights of some but less than all Outstanding Bonds without the consent of the Owners of a majority in principal amount of such Bonds; and (iii) no amendment may be made that would (x) decrease the amount payable under the Guaranty; (y) change the time for payments or the unconditional nature of the Guaranty; or (z) change the amendment provisions hereof, in each case without the consent of all of the Owners of Bonds adversely affected thereby; and provided further that the Guaranty may be amended by written agreement of the Trustee and the Guarantor without the consent of any Owner in order to make conforming changes with respect to amendments made to the Indenture.

(b)    To determine whether the Owners of the requisite aggregate principal amount of the Bonds have approved or consented to any amendment or modification under this Guaranty, Bonds that are owned by the Issuer, the Guarantor or the Company or by any person or persons directly or indirectly controlling or controlled by or under direct or indirect common control with the Guarantor or the Company shall be disregarded and deemed not to be outstanding for the purpose of any such determination unless all Bonds

are so owned, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such approval or consent, only Bonds that the Trustee knows are so owned shall be so disregarded. Bonds so owned that have been pledged in good faith may be regarded as outstanding if the pledgee certifies to the Trustee the pledgee’s right so to act with respect to such Bonds and that the pledgee is not the Issuer, the Guarantor or the Company or any person or persons directly or indirectly controlling or controlled by or under direct or indirect common control with the Guarantor or the Company. The Trustee may conclusively rely and shall be fully protected in relying on the certification of any such pledgee.

(c)    If at any time the Guarantor shall request the consent of the Trustee to any proposed amendment, change or modification of this Guaranty that is subject to the consent of any Owners, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change or modification to be mailed in the same manner as provided by the Indenture with respect to supplemental indentures. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file at the designated corporate trust office of the Trustee for inspection by all Owners of the Bonds.

Section 4.4    This Guaranty constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Section 4.5    The invalidity or unenforceability of any one or more phrases, sentences, clauses or Sections in this Guaranty shall not affect the validity or enforceability of the remaining portions of this Guaranty, or any part thereof.

Section 4.6    The validity, interpretation and performance of this Guaranty shall be governed by the laws of the State of Ohio.

Section 4.7    The Guarantor will execute and deliver all such instruments and take all such action as the Trustee may from time to time reasonably request in order fully to effectuate the purposes of this Guaranty.

Section 4.8    The Guarantor agrees to indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any and all loss, damage, claims, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, under the Indenture and under the Loan Agreement, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Guarantor, the Company, the Issuer, any Owner of the Bonds or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder or thereunder, or in connection with enforcing the provisions of this Section, except if such loss, damage, claim, liability or expense is caused in whole or in part by its own negligence or willful misconduct.

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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed in its name and behalf and its corporate seal to be affixed thereto and attested by its duly authorized officers as of the date first above written.

AK TUBE LLC
By:	/s/ Edward J. Urbaniak, Jr.
Name:	Edward J. Urbaniak, Jr.
Title:	President and CEO

AK STEEL PROPERTIES, INC.
By:	/s/ David E. Westcott
Name:	David E. Westcott
Title:	Treasurer

ACCEPTED as of the date first above written by WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee.

WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee
By:	/s/ Jeffrey K. Carlson
Name:	Jeffrey K. Carlson
Title:	Vice President

EX-10.10

Exhibit 10.10

AK STEEL CORPORATION

EXECUTIVE RETIREMENT INCOME PLAN

_____________________________________

(Effective as of March 20, 2014)

AK STEEL CORPORATION

EXECUTIVE RETIREMENT INCOMEPLAN

(Effective as of March 20, 2014)

ARTICLE 1: INTRODUCTION AND PURPOSE

AK Steel Corporation hereby adopts the AK Steel Corporation Executive Retirement Income Plan (“Plan”), effective as of March 20, 2014. The purpose of the Plan is to aid the Company and its subsidiaries and affiliates in attracting and retaining key personnel, and to reward such individuals for their contribution to the long-term growth and performance of AK Steel Corporation.

The Plan is an unfunded deferred compensation arrangement maintained by the Company and established for the purpose of providing supplemental retirement benefits for a select group of management or highly compensated employees within the meaning of section 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Plan is intended to meet the requirements of section 409A of the Code and applicable Treasury Regulations thereunder (referred to collectively as “Section 409A”). Any obligations under the Plan shall be the joint and several obligations of AK Steel Holding Corporation, the Company and each of their respective subsidiaries and affiliates.

ARTICLE 2: DEFINITIONS

As used in the Plan, the following terms, when capitalized, shall have the following meanings, except when otherwise indicated by the context:

2.1 “Administrator” means the Management Development and Compensation Committee of the Board, or any successor Committee duly empowered by the Board.

2.2 “Average Monthly Earnings” with respect to a Member means: (i) the monthly average of the Member's base salary for the last three (3) consecutive calculation years; plus (ii) the average of any incentive awards received by the Member for the last ten (10) consecutive Performance Periods under the AK Steel Corporation Annual Management Incentive Plan and any substitute or successor of such plan ("MIP"). The calculation of such monthly average base salary and average incentive award shall include any amounts of base salary and/or MIP incentive awards, respectively, that the Member elects to defer with respect to any calendar year under the AK Steel Corporation Thrift Plan, the AK Steel Corporation Executive Deferred Compensation Plan, or under any plan established under section 125 of the Code. With respect to a Member who has partially vested under the Plan but has not yet attained ten years of Service, the average of incentive awards received by such Member shall be calculated using the number of years of Service he or she has with the Company. The term “calculation years” means the twelve (12) consecutive calendar months ending with the last day of the month coincident with or immediately preceding the date of a Member’s Termination Date.

2.3“Benefit” means the amount determined under Article 6 of the Plan.

2

2.4 “Benefit Commencement Date” means the date on which a Member’s Benefit becomes payable in accordance with the provisions of Section 8.1.

2.5 “Board” means the Board of Directors of AK Steel Holding Corporation or any successor thereto, as the same shall be constituted from time to time.

2.6 “Change of Control” has the same meaning under this Plan as under the Trust Agreement for the AK Steel Corporation Non-Qualified Supplemental Retirement Plans.

2.7“Chief Executive Officer” means the Chief Executive Officer of the Company.

2.8“Code” means the Internal Revenue Code of 1986, as amended.

2.9 “Company” means AK Steel Corporation and any successor to all or substantially all of the assets or business of AK Steel Corporation.

2.10“Effective Date” means March 20, 2014.

2.11“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.12 “Member” means any officer of the Company who is selected by the Chief Executive Officer and who is approved by the Administrator to be a participant eligible for benefits under this Plan.

2.13 “NCPP” means the AK Steel Corporation Noncontributory Pension Plan as amended (excluding the RAPP component of such plan), and any predecessor, substitute or successor Qualified DB Plan.

2.14“Officer Service” means a Member’s Service as an officer of the Company.

2.15 “Performance Period” means the performance period as defined under the AK Steel Corporation Annual Management Incentive Plan, which is the twelve-month period commencing on January 1 and ending on the following December 31.

2.16 “Qualified DB Plan” means any tax‑qualified defined benefit pension plan sponsored by the Company including the NCPP and the RAPP, and any predecessor, substitute or successor of any such plan.

2.17 “Qualified DC Plan” means any tax-qualified defined contribution plan sponsored by the Company including the AK Steel Corporation Thrift Plan A and any predecessor, substitute or successor of any such plan.

2.18 “Qualified Plan” means any Qualified DB Plan and any Qualified DC Plan.

2.19 “RAPP” means the AK Steel Corporation Retirement Accumulation Pension Plan, a component plan of the NCPP.

2.20 “Service” means years of employment with the Company, including years of employment with any other predecessor organization approved by the Administrator.

2.21 “Spouse” means the person to whom a Member is married at the time payment of the

3

Member’s Benefit is to commence under the Plan.

2.22 “Termination Date” means the date on which a Member completely separates from service with the Company for any reason, including death.

2.23 “Trust” means the trust established pursuant to the Trust Agreement for the AK Steel Corporation Non-Qualified Supplemental Retirement Plans dated February 21, 1997, as amended, and any successor or replacement trust for such trust.

2.24 “Unlimited NCPP Benefit” means for any Member who, as of his or her Termination Date, is entitled to a vested accrued benefit under the NCPP, the Member’s vested accrued benefit under the NCPP, determined without regard to the limitations under sections 401(a)(17) and 415 of the Code (or any substitute or similar provision limiting benefits permitted under the NCPP) and based upon his or her earnings used for purposes of determining Average Monthly Earnings under Section 2.2.

2.25 “Vesting Date” means the date on which a Member first becomes entitled to a nonforfeitable right to all or any portion of his or her Benefit in accordance with the provisions of Article 7.

ARTICLE 3: ADMINISTRATION OF THE PLAN

This Plan shall be administered by the Administrator or its delegate as the Administrator may designate from time to time. Except as otherwise provided herein, it is intended that the Administrator (or such delegate) shall have full discretion to interpret the Plan’s terms and to resolve claims which may arise under the Plan.

ARTICLE 4: SOURCE OF BENEFITS

4.1Source of Benefits

The Company may pay benefits due under the terms of this Plan directly from its assets or from assets held in the Trust. All assets held by the Trust shall at all times be assets of the Company. The benefits payable under this Plan shall be unfunded for all purposes of the Code and ERISA.

4.2Assets of the Company

Nothing contained in this Plan shall give or be deemed to give any Member or any other person any interest in any property of the Trust or of the Company or any right except to receive such payments as are expressly provided hereunder.

4.3Liability of Officers and Directors

No current or former employee, officer or director of AK Steel Holding Corporation or the Company shall be personally liable to any Member or other person under any provision of this Plan.

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4.4Funding upon Change of Control

In the event of a Change of Control, the Company shall fully fund all benefits then accrued under this Plan by transferring sufficient assets to the trustee of the Trust in cash or in kind; provided, however, that such transfer shall not be made during any “Restricted Period” as defined in section 409A(b)(3) of the Code or if prohibited by applicable law. Such funding obligation may be secured by an irrevocable letter of credit issued to the trustee of the Trust by such bank or other lending institution as approved by the Administrator.

ARTICLE 5: ELIGIBILITY AND PARTICIPATION

5.1Participation

Participation in this Plan shall be limited to officers of the Company who have been selected by the Chairman and approved from time to time by the Administrator. Participation shall commence at such time as the Administrator determines after the selected officer enters into any agreements with the Company as the Administrator may require as a condition to participation in this Plan, and provides to the Administrator any documents or other information required by the Administrator, including but not limited to information relating to the officer’s participation in any Qualified Plan.

5.2Removal

The Administrator may remove any Member from participation in this Plan. With respect to any removed Member who has attained his or her Vesting Date, such removal shall not directly or indirectly deprive such Member of all or any portion of his or her Benefit or any right to receive his or her Benefit under the terms of the Plan as in effect immediately before such removal.

5.3Notification

The Company shall notify those employees selected as Members pursuant to Section 5.1 of their Member status and shall notify in writing any Member removed from membership pursuant to Section 5.2.

ARTICLE 6: BENEFITS

6.1Benefit Defined

A Member’s accrued benefit under this Plan is the Member’s Regular Benefit as defined in Section 6.2, reduced as provided in Section 6.4. Except as otherwise provided under the Plan, no Benefit shall be payable under this Plan if a Member's employment with the Company terminates for any reason prior to his Vesting Date.

6.2Regular Benefit

(a) Except as provided in (b) below, a Member’s Regular Benefit is a monthly payment for the Member’s lifetime, commencing on the first day of the month

5

coinciding with or next following the later of the Member’s 60th birthday or the Member’s Termination Date and payable in the form provided in Section 8.1, which is in an amount equal to the greater of:

(1) in the case of a Member hired by the Company prior to January 1, 1992, his or her Unlimited NCPP Benefit; or

(2) except as otherwise provided in any other agreement between the Company and a Member and approved by the Administrator, 40% of the Member’s Average Monthly Earnings.

(b) With respect to any Member who has not attained age 60 as of his or her Termination Date and whose Termination Date occurs on or after the effective date of a Change of Control, such Member’s Regular Benefit shall be determined under (a) above as though the Member had attained age 60 immediately before his or her Termination Date and shall not be reduced for early commencement as otherwise provided in Section 6.3.

6.3Early Retirement Benefit

A Member whose employment with the Company terminates after he or she has attained his or her Vesting Date but before he or she has attained age 60 shall be entitled to an Early Retirement Benefit equal to his or her Regular Benefit provided in Section 6.2 reduced to its actuarial equivalent based on his or her age as of his or her Benefit Commencement Date using the actuarial assumptions specified in Exhibit A - Schedule A-2 of the NCPP.

6.4Offset for Other Pensions

A Member's Benefit shall be reduced as of the Member's Benefit Commencement Date by: (i) any accrued benefit under any Company-provided Qualified DB Plan, actuarially adjusted under the terms of the Qualified DB Plan as if the benefit under the Qualified DB Plan commenced at the same time as the Member's Benefit; and (ii) the actuarial equivalent, determined under the assumptions set forth in Section 8.2 of this Plan, of any Company-provided vested benefits accumulated under any Qualified DC Plan, including any such benefits that are attributable to nonelective contributions to the plan by the Company, and excluding any such benefits attributable to Company contributions that are contingent on participants making elective contributions to such plan.

6.5Non-Duplication

A Member shall not be eligible for benefits under any other non‑qualified supplemental retirement benefit plan maintained by the Company for the purpose of providing benefits not permitted to be paid under any Qualified DB Plan. Nothing herein shall prohibit participation by any Member in the AK Steel Corporation Executive Deferred Compensation Plan or the AK Steel Corporation Supplemental Thrift Plan.

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ARTICLE 7: VESTING

7.1Vesting Schedule

A Member who has completed at least five (5) years of Officer Service while a Member shall have a nonforfeitable right to a percentage of his or her Benefit based on his or her total years of Service pursuant to the following schedule:

Years of Service	Nonforfeitable Percentage
Less than 5	0%
5	50%
6	60%
7	70%
8	80%
9	90%
10	100%

7.2Disability

A Member who becomes “Permanently Disabled” while employed by the Company shall have a nonforfeitable right to 100% of his or her Benefit as of the date on which he or she is determined to be Permanently Disabled, provided he or she has completed at least five (5) years of Service as of such date. The term “Permanently Disabled” shall have the same meaning under this Plan as under the NCPP or the RAPP, as applicable.

7.3Death

The designated beneficiary of a Member who dies while employed by the Company shall have a nonforfeitable right to 100% of the Member’s Benefit as of the date of the Member’s death, provided the Member has completed at least five (5) years of Service as of such date.

7.4Change of Control

A Member shall have a nonforfeitable right to 100% of his or her Benefit as of the effective date of any Change of Control which occurs while he or she is employed by the Company.

ARTICLE 8: PAYMENT

8.1Payment of Benefits

(a) Except as otherwise provided in (b) below and in Sections 8.3 and 10.4, a Member’s vested Benefit shall be paid to the Member, or in the case of a Member’s death, to his or her designated beneficiary, in a single lump sum payment determined in accordance with Section 8.2, as soon as administratively feasible after his or her Termination Date, but no later than 30 days after such date.

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(b) With respect to a Member who has achieved his or her Vesting Date and whose Termination Date occurs before he or she attains age 55, his or her vested Benefit shall be paid to the Member, or in the event of his or her death prior to such payment, to his or her designated beneficiary, as soon as administratively feasible after his or her 55^th birthday (or his or her date of death, if sooner), but no later than 30 days after such date; provided however, if such Member’s Termination Date is on account of a determination that he or she is Permanently Disabled (as defined in Section 7.2), such Member’s Benefit shall be paid as soon as administratively feasible after his or her Termination Date, but no later than 30 days after such date.

(c) Any designation of beneficiary shall be made by the Member on an election form filed with the Administrator and may be changed by the Member at any time by filing another election form containing the revised instructions. If no beneficiary is designated or no designated beneficiary survives the Member, payment shall be made to his or her estate.

8.2Lump-Sum Valuation

(a) The lump‑sum present value of a Member’s Benefit shall be the actuarial equivalent of his or her Benefit payable as a single life annuity as set forth in Section 6.2 or 6.3, as applicable.

(b) Subject to the provisions of (c) below, the lump-sum present value of a Member’s Benefit shall be determined by the enrolled actuary for the NCPP based upon assumptions approved by the Administrator in its sole discretion. The assumptions may be changed at any time, and from time to time, but any change shall be valid only with respect to Termination Dates occurring twelve or more months after the change is approved.

(c) Unless otherwise directed by the Administrator, the lump sum present value of a Member’s Benefit shall be calculated as of his or her Benefit Commencement Date based upon: (i) the 60-month average of the Pension Benefit Guaranty Corporation immediate annuity interest rate used in computing lump sums as in effect during each of the 60 months preceding the month in which the Benefit Commencement Date occurs; (ii) the age of the Member; (iii) the applicable mortality table in effect under section 417(e)(3) of the Code; and (iv) the equivalent of the amount otherwise payable as a lifetime annuity on the Member’s Benefit Commencement Date. In the case of a payment to the designated beneficiary of a deceased Member who had not attained age 55 at the time of his or her death, the lump sum shall be based on the Member’s age as of the Benefit Commencement Date and the present value of the deferred, actuarially reduced benefit that would have been payable to the Member at age 55.

8.3Six-Month Waiting Period

Notwithstanding any provision of the Plan to the contrary, with respect to any Member who on his or her Termination Date is deemed to be a “specified employee” within the

8

meaning of Section 409A, his or her Benefit shall not be paid prior to the earlier of: (i) the expiration of the six-month period measured from the date of his or her “separation from service” (as defined in Section 409A) with the Company, or (ii) his or her death. Such Member whose Benefit payment is so delayed shall be entitled to interest on the delayed payment for such six-month period (or shorter period as the case may be), accrued at the average prime rate in effect during such period of delay, which shall be added to his or her Benefit payable under the Plan. The average prime rate of interest for this purpose shall be the average over such period of the daily prime rate of interest published by the Fifth Third Bank, Cincinnati, Ohio or its successors.

ARTICLE 9: INTERPRETATION, AMENDMENT AND TERMINATION

9.1Interpretation of the Plan

This document contains the terms of the Plan. However, the Administrator shall have, and the Board expressly reserves to itself and its designate, the broadest possible power to exercise its discretion to interpret the terms of this Plan and to resolve any question regarding any person’s rights under the Plan. Any such interpretation shall be final and binding upon a Member, the Member’s spouse and heirs and subject to review only in accordance with Section 9.2.

9.2Claims Procedure

Any Member or other person questioning the rights of any person under the Plan shall submit such question in writing to the Administrator, or its designate, for resolution. No person shall have any claim or cause of action for any benefit under this Plan until the Administrator, or its designate, has responded to such written claim, which response shall not be unreasonably delayed. Except as to disputes described in Sections 10.2 and 10.4, it is the intent of the Company, and each Member agrees as a condition of membership, that any judicial review of any decision hereunder shall be limited to a determination of whether the Administrator, or its designate, acted arbitrarily or capriciously, and that any decision of the Administrator, or its designate shall be enforced unless the action taken is found by a court of competent jurisdiction to have been arbitrary or capricious. Disputes described in Sections 10.2 and 10.4 may be resolved by binding arbitration, if mutually agreed by the Member and the Administrator, or by litigation; and in either case such action may proceed without the necessity of exhausting any other remedies that may be available under this Plan.

9.3Amendment or Termination of the Plan

The Board may, at any time, with or without notice to any person, amend or terminate this Plan. With respect to any Member who has attained his or her Vesting Date, and subject to Section 10.4, no such amendment or termination shall directly or indirectly deprive such Member of all or any portion of his or her vested Benefit or any right to receive his or her vested Benefit under the terms of the Plan as in effect immediately before such amendment or termination.

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9.4No Cause of Action

No Member shall have any right, claim or cause of action against any person or entity to appeal the denial of a benefit by the Administrator except as provided in Sections 9.1 and 9.2. In addition, no Member, and no person claiming by, through or on behalf of a Member, shall have any claim to or cause of action for any benefit under this Plan which might have been earned but for the amendment or termination of the Plan, or the termination of the Member’s employment or the removal of the Member from participation under this Plan.

ARTICLE 10: MISCELLANEOUS

10.1Unsecured General Creditor

Any and all rights created under this Plan shall be unfunded and unsecured contractual rights of the Members against the Company. The Company's obligation under this Plan shall be a mere promise by the Company to make the benefit payments described herein. Members shall have no legal or equitable right, interest or other claim in any property or assets of the Company by reason of the establishment of this Plan.

10.2Obligations to the Company

If a Member becomes entitled to a distribution of benefits under this Plan, and if at such time the Member has any outstanding debt, obligation or other liability representing an amount certain owed to the Company, then the Company may offset such amount against the amount of benefits otherwise distributable under the Plan. Such determination shall be made by the Administrator.

10.3Assignability

No Member shall have any right to anticipate, alienate, assign, sell, transfer, pledge, encumber, attach, mortgage or otherwise hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder. No part of the amounts payable hereunder shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance, nor shall any person have any other claim to any benefit payable under this Plan as a result of a divorce or the Member's, or any other person's bankruptcy or insolvency.

10.4Forfeiture

Notwithstanding any provision in the Plan to the contrary, any Member terminated for Cause shall forfeit all rights under this Plan. “Cause” means a willful engaging in gross misconduct demonstrably injurious to the Company. “Willful” means an act or omission in bad faith and without reasonable belief that such act or omission was in the best interests of the Company. Any such determination shall be made by the Board. Each Member shall be entitled to a statement of the facts alleged as a basis for the Board's determination that a Member has been terminated for Cause and shall be permitted an opportunity to present, in person, for the Board's consideration, in such manner as the Board shall direct, any facts or arguments on the Member’s behalf as the Member or his or her representative may determine.

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10.5Sale of Business

The sale as a going business of (i) the Company or (ii) substantially all of the assets of the Company shall not be a termination of Service for the purpose of establishing a Member’s right to receive benefits under this Plan.

10.6Employment Not Guaranteed

The establishment of this Plan, a Member’s appointment as a Member of the Plan, any provision of this Plan, or any action taken hereunder, shall not be or be construed as a contract of employment for any definite term. The Company may take any action related to a Member's employment without regard to the effect such action has or may have on a Member’s rights hereunder.

10.7Construction

The captions to the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions. Words in the masculine gender include the feminine, and the singular includes the plural, and vice versa, unless qualified by the context.

10.8Validity

In the event any provision of this Plan is found by a court of competent jurisdiction to be invalid, void or unenforceable, such provision shall be stricken and the remaining provisions shall continue in full force and effect.

10.9Applicable Law

This Plan is subject to interpretation under federal law and, to the extent applicable, the law of the State of Ohio.

AK STEEL HOLDING CORPORATION

AK STEEL CORPORATION

By: /s/ David C. Horn

David C. Horn, Executive Vice President, General Counsel and Secretary

Adopted March 20, 2014

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EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, James L. Wainscott, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AK Steel Holding Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:	May 2, 2014	/s/ JAMES L. WAINSCOTT
		James L. Wainscott
		President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Roger K. Newport, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AK Steel Holding Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:	May 2, 2014	/s/ ROGER K. NEWPORT
		Roger K. Newport
		Vice President, Finance and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, James L. Wainscott, President and Chief Executive Officer of AK Steel Holding Corporation (the “Company”), do hereby certify in accordance with 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) This Quarterly Report on Form 10-Q for the period ending March 31, 2014 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)), and,

(2) The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	May 2, 2014	/s/ JAMES L. WAINSCOTT
		James L. Wainscott
		President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Roger K. Newport, Vice President, Finance and Chief Financial Officer of AK Steel Holding Corporation (the “Company”), do hereby certify in accordance with 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) This Quarterly Report on Form 10-Q for the period ending March 31, 2014 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)), and,

(2) The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	May 2, 2014	/s/ ROGER K. NEWPORT
		Roger K. Newport
		Vice President, Finance and Chief Financial Officer

EX-95.1

EXHIBIT 95.1

MINE SAFETY DISCLOSURE EXHIBIT

The operation of AK Coal Resources, Inc.’s North Fork mine and the Coal Innovations, LLC coal wash plant (collectively, the “AK Coal Operations”) are subject to regulation by the Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977, as amended (“Mine Act”). MSHA inspects mining and processing operations, such as the AK Coal Operations, on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. The Company presents information below regarding certain mining safety and health citations that MSHA has issued with respect to the AK Coal Operations. In evaluating this information with respect to the AK Coal Operations, consideration should be given to the following factors, among others: (i) the number of citations and orders will vary depending on the size of the mine or plant; (ii) the number of citations issued will vary from inspector to inspector and location to location; and (iii) citations and orders can be contested and appealed and, in that process, are often reduced in severity and amount, and are sometimes dismissed.

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), each operator of a coal or other mine or plant is required to include certain mine safety results within its periodic reports filed with the Securities and Exchange Commission. As required by the reporting requirements included in Section 1503(a) of the Dodd-Frank Act, the Company provides the following items regarding certain mining safety and health matters, for the period presented, for each of its locations that are covered under the scope of the Dodd-Frank Act:

(A) The total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard under section 104 of the Mine Act (30 U.S.C. 814) for which the operator received a citation from MSHA;

(B) The total number of orders issued under section 104(b) of the Mine Act (30 U.S.C. 814(b));

(C) The total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under section 104(d) of the Mine Act (30 U.S.C. 814(d));

(D) The total number of imminent danger orders issued under section 107(a) of the Mine Act (30 U.S.C. 817(a));

(E) The total dollar value of proposed assessments from MSHA under the Mine Act (30 U.S.C. 801 et seq.);

(F) Legal actions pending before Federal Mine Safety and Health Review Commission (“FMSHRC”) involving such coal or other mine or plant as of the last day of the period;

(G) Legal actions initiated before the FMSHRC involving such coal or other mine or plant during the period; and

(H) Legal actions resolved before the FMSHRC involving such coal or other mine or plant during the period.

During the quarter ended March 31, 2014, the AK Coal Operations did not receive any flagrant violations under Section 110(b)(2) of the Mine Act. In addition, it did not receive any written notices of a pattern of violations, or the potential to have a pattern of such violations, under section 104(e) of the Mine Act. In addition, there were no mining-related fatalities at the AK Coal Operations during this same period.

For purposes of reporting regulatory matters under Section 1503(a) of the Dodd-Frank Act, the Company is providing the following table that sets forth the total number of specific citations and orders, the total dollar value of the proposed civil penalty assessments that were issued by MSHA, and a list of legal actions pending before the FMSHRC, including the Administrative Law Judges thereof, pursuant to the Mine Act, during the quarter ended March 31, 2014 for each of the Company’s subsidiaries that is a coal mine or plant operator, by individual location.

MSHA	Mine Name	Significant and Substantial Citations Issued (Section 104 of the Mine Act) *Excludes 104(d) citations/ orders	Failure to Abate Orders (Section 104(b) of the Mine Act)	Unwarrantable Failure Citations/Orders Issued (Section 104(d) of the Mine Act)	Imminent Danger Orders Issued (Section 107(a) of the Mine Act)	Dollar Value of Proposed Civil Penalty Assessments (in Thousands)			Legal Actions Pending as of Last Day of Period		Legal Actions Initiated During Period		Legal Actions Resolved
3609406	Coal Innovations #1	2	—	—		$	—	(a)	13	(b)	—	(b)	—
3610041	North Fork	2	—	—		$	—	(a)	11	(b)	9	(b)	2

-1-

(a) Notification has not yet been provided regarding the monetary amount of any proposed penalties with respect to the disclosed citations. The respective recipient of each of the proposed citations is challenging them.

(b) These pending legal actions all relate to contests of citations and orders referenced in Subpart B of the Mine Act’s procedural rules.

-2-

XML

Inventories (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Inventory Disclosure [Abstract]
Finished and semi-finished	$ 802.6	$ 722.2
Raw materials	280.1	260.9
Total cost	1,082.7	983.1
Adjustment to state inventories at LIFO value	(395.0)	(396.5)
Inventory, net	$ 687.7	$ 586.6

XML

Fair Value Measurements (Details) (USD $) In Millions, unless otherwise specified																																																	3 Months Ended
	Mar. 31, 2014 Estimate of Fair Value, Fair Value Disclosure [Member]	Dec. 31, 2013 Estimate of Fair Value, Fair Value Disclosure [Member]	Mar. 31, 2014 Estimate of Fair Value, Fair Value Disclosure [Member] Fair Value, Inputs, Level 1 [Member]	Dec. 31, 2013 Estimate of Fair Value, Fair Value Disclosure [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2014 Estimate of Fair Value, Fair Value Disclosure [Member] Fair Value, Inputs, Level 2 [Member]	Dec. 31, 2013 Estimate of Fair Value, Fair Value Disclosure [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2014 Carrying (Reported) Amount, Fair Value Disclosure [Member]	Dec. 31, 2013 Carrying (Reported) Amount, Fair Value Disclosure [Member]	Mar. 31, 2014 Carrying (Reported) Amount, Fair Value Disclosure [Member] Fair Value, Inputs, Level 1 [Member]	Dec. 31, 2013 Carrying (Reported) Amount, Fair Value Disclosure [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2014 Carrying (Reported) Amount, Fair Value Disclosure [Member] Fair Value, Inputs, Level 2 [Member]	Dec. 31, 2013 Carrying (Reported) Amount, Fair Value Disclosure [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2014 Fair Value, Measurements, Recurring [Member]	Dec. 31, 2013 Fair Value, Measurements, Recurring [Member]	Mar. 31, 2014 Fair Value, Measurements, Recurring [Member] Fair Value, Inputs, Level 1 [Member]	Dec. 31, 2013 Fair Value, Measurements, Recurring [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2014 Fair Value, Measurements, Recurring [Member] Fair Value, Inputs, Level 2 [Member]	Dec. 31, 2013 Fair Value, Measurements, Recurring [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2014 Fair Value, Measurements, Recurring [Member] Cash and Cash Equivalents [Member]	Dec. 31, 2013 Fair Value, Measurements, Recurring [Member] Cash and Cash Equivalents [Member]	Mar. 31, 2014 Fair Value, Measurements, Recurring [Member] Cash and Cash Equivalents [Member] Fair Value, Inputs, Level 1 [Member]	Dec. 31, 2013 Fair Value, Measurements, Recurring [Member] Cash and Cash Equivalents [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2014 Fair Value, Measurements, Recurring [Member] Cash and Cash Equivalents [Member] Fair Value, Inputs, Level 2 [Member]	Dec. 31, 2013 Fair Value, Measurements, Recurring [Member] Cash and Cash Equivalents [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2014 Fair Value, Measurements, Recurring [Member] Other Current Assets [Member]	Dec. 31, 2013 Fair Value, Measurements, Recurring [Member] Other Current Assets [Member]	Mar. 31, 2014 Fair Value, Measurements, Recurring [Member] Other Current Assets [Member] Fair Value, Inputs, Level 1 [Member]	Dec. 31, 2013 Fair Value, Measurements, Recurring [Member] Other Current Assets [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2014 Fair Value, Measurements, Recurring [Member] Other Current Assets [Member] Fair Value, Inputs, Level 2 [Member]	Dec. 31, 2013 Fair Value, Measurements, Recurring [Member] Other Current Assets [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2014 Fair Value, Measurements, Recurring [Member] Other Noncurrent Assets [Member]	Dec. 31, 2013 Fair Value, Measurements, Recurring [Member] Other Noncurrent Assets [Member]	Mar. 31, 2014 Fair Value, Measurements, Recurring [Member] Other Noncurrent Assets [Member] Fair Value, Inputs, Level 1 [Member]	Dec. 31, 2013 Fair Value, Measurements, Recurring [Member] Other Noncurrent Assets [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2014 Fair Value, Measurements, Recurring [Member] Other Noncurrent Assets [Member] Fair Value, Inputs, Level 2 [Member]	Dec. 31, 2013 Fair Value, Measurements, Recurring [Member] Other Noncurrent Assets [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2014 Fair Value, Measurements, Recurring [Member] Accrued Liabilities [Member]	Dec. 31, 2013 Fair Value, Measurements, Recurring [Member] Accrued Liabilities [Member]	Mar. 31, 2014 Fair Value, Measurements, Recurring [Member] Accrued Liabilities [Member] Fair Value, Inputs, Level 1 [Member]	Dec. 31, 2013 Fair Value, Measurements, Recurring [Member] Accrued Liabilities [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2014 Fair Value, Measurements, Recurring [Member] Accrued Liabilities [Member] Fair Value, Inputs, Level 2 [Member]	Dec. 31, 2013 Fair Value, Measurements, Recurring [Member] Accrued Liabilities [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2014 Fair Value, Measurements, Recurring [Member] Other Noncurrent Liabilities [Member]	Dec. 31, 2013 Fair Value, Measurements, Recurring [Member] Other Noncurrent Liabilities [Member]	Mar. 31, 2014 Fair Value, Measurements, Recurring [Member] Other Noncurrent Liabilities [Member] Fair Value, Inputs, Level 1 [Member]	Dec. 31, 2013 Fair Value, Measurements, Recurring [Member] Other Noncurrent Liabilities [Member] Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2014 Fair Value, Measurements, Recurring [Member] Other Noncurrent Liabilities [Member] Fair Value, Inputs, Level 2 [Member]	Dec. 31, 2013 Fair Value, Measurements, Recurring [Member] Other Noncurrent Liabilities [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2014 Assets [Member] Maximum [Member] Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2014 Liability [Member] Maximum [Member] Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Benchmark interest rates for contracts (in hundredths)																																																	1.00%	1.00%
Assets measured at fair value
Cash and cash equivalents																			$ 31.1	$ 45.3	$ 31.1	$ 45.3	$ 0	$ 0
Commodity hedge contracts - current																									4.8	4.9	0	0	4.8	4.9
Available for sale investments-marketable securities																															11.6	18.6	11.6	18.6	0	0
Assets measured at fair value													47.5	68.8	42.7	63.9	4.8	4.9
Liabilities measured at fair value
Foreign exchange contracts																																					(0.1)	(0.7)	0	0	(0.1)	(0.7)
Commodity hedge contracts - current																																					(3.5)	(0.4)	0	0	(3.5)	(0.4)
Commodity hedge contracts - noncurrent																																											(0.2)	(0.1)	0	0	(0.2)	(0.1)
Liabilities measured at fair value													(3.8)	(1.2)	0	0	(3.8)	(1.2)
Debt Instrument, Fair Value Disclosure	$ (1,819.5)	$ (1,659.9)	$ 0	$ 0	$ (1,819.5)	$ (1,659.9)	$ (1,657.8)	$ (1,507.0)	$ 0	$ 0	$ (1,657.8)	$ (1,507.0)

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Environmental and Legal Contingencies (Details 4) (USD $) In Millions, unless otherwise specified	12 Months Ended	3 Months Ended	0 Months Ended
	Dec. 31, 2005 Schumacher [Member] plaintiffs	Mar. 31, 2014 Antitrust Case [Member]	Mar. 28, 2010 Heritage Coal [Member]	Mar. 06, 2014 Attorneys [Member] Final [Member] Schumacher [Member]	Oct. 14, 2013 Attorneys [Member] Final [Member] Schumacher [Member]	Nov. 21, 2013 Interest Included [Member] Final [Member] Schumacher [Member]	Jul. 31, 2013 CHINA Final [Member] MOFCOM [Member]	Jul. 31, 2013 CHINA Countervailing Duty [Member] Preliminary [Member] MOFCOM [Member]	Mar. 05, 2014 CHINA Countervailing Duty [Member] Preliminary [Member] US Trade Case - GOES [Member]	Mar. 19, 2014 CHINA Countervailing Duty [Member] Preliminary [Member] US Trade Case - NOES [Member]	Jul. 31, 2013 CHINA Countervailing Duty [Member] Final [Member] MOFCOM [Member]	Jul. 31, 2013 CHINA Antidumping Duty [Member] Final [Member] MOFCOM [Member]	Mar. 19, 2014 Leicong Industrial Company [Member] TAIWAN, PROVINCE OF CHINA Countervailing Duty [Member] Preliminary [Member] US Trade Case - NOES [Member]	Mar. 19, 2014 All Other Producers [Member] TAIWAN, PROVINCE OF CHINA Countervailing Duty [Member] Preliminary [Member] US Trade Case - NOES [Member]
Loss Contingencies [Line Items]
Loss Contingency, Number of Plaintiffs	92
Potential exposure of increase to defined benefit plan obligation					$ 1.3
Gain (Loss) Related to Litigation Settlement		5.8
Loss Contingency, Damages Paid, Value			$ 0.2	$ 0.6		$ 4.4
Duty Rate							11.20%	11.70%	49.15%	125.83%	3.40%	7.80%	12.82%	6.41%

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Derivative Instruments and Hedging Activities (Details)	3 Months Ended
	Mar. 31, 2014 Natural Gas [Member] USD ($)	Mar. 31, 2014 Zinc [Member] USD ($)	Mar. 31, 2014 Electricity [Member] USD ($)	Mar. 31, 2014 Iron Ore [Member] USD ($)	Mar. 31, 2014 Commodity Contract [Member] Nickel [Member] lb	Dec. 31, 2013 Commodity Contract [Member] Nickel [Member] lb	Mar. 31, 2014 Commodity Contract [Member] Natural Gas [Member] MMBTU	Dec. 31, 2013 Commodity Contract [Member] Natural Gas [Member] MMBTU	Mar. 31, 2014 Commodity Contract [Member] Zinc [Member] lb	Dec. 31, 2013 Commodity Contract [Member] Zinc [Member] lb	Mar. 31, 2014 Commodity Contract [Member] Electricity [Member] MW	Dec. 31, 2013 Commodity Contract [Member] Electricity [Member] MW	Mar. 31, 2014 Commodity Contract [Member] Iron Ore [Member] T	Dec. 31, 2013 Commodity Contract [Member] Iron Ore [Member] T	Mar. 31, 2014 Commodity Contract [Member] Hot Roll Carbon Steel Coils [Member] t	Dec. 31, 2013 Commodity Contract [Member] Hot Roll Carbon Steel Coils [Member] t	Mar. 31, 2014 Foreign Exchange Contract [Member] EUR (€)	Dec. 31, 2013 Foreign Exchange Contract [Member] EUR (€)
Derivative [Line Items]
Nonmonetary Notional Amount of Derivatives					643,400	763,300	2,160,000	3,240,000	9,000,000	12,000,000	453,800	0	1,763,900	190,735	177,900	74,147
Derivative, Notional Amount																	€ 12,945,000	€ 17,730,000
Beginning Settlement Date	Apr. 30, 2014	Apr. 30, 2014	Jun. 30, 2014	Apr. 30, 2014
Ending Settlement Date	Dec. 31, 2014	Dec. 31, 2014	Sep. 30, 2014	Nov. 30, 2014
Gains (losses) expected to be reclassified into cost of products sold within the next twelve months	$ 2,000,000	$ 200,000	$ 100,000	$ (200,000)

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Environmental and Legal Contingencies (Details 2) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Oct. 17, 2012
Hamilton Plant [Member]
Site Contingency [Line Items]
Site contingency accrual, undiscounted amount	$ 0.7
Mansfield OH Works [Member]
Site Contingency [Line Items]
Site contingency accrual, undiscounted amount	1.1
Proposed civil penalty related to environmental issue		0.3
Ashland coke plant [Member]
Site Contingency [Line Items]
Site contingency accrual, undiscounted amount	0.5
Ambridge Works [Member]
Site Contingency [Line Items]
Site contingency accrual, undiscounted amount	2.2
Middletown Works RCRA Site [Member]
Site Contingency [Line Items]
Site contingency accrual, undiscounted amount	$ 13.8

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Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 31, 2014

Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]

Accumulated Other Comprehensive Income (Loss), Net of T ax

The details of other comprehensive income (loss), net of tax, are as follows:

	Three Months Ended March 31,
	2014			2013
Foreign currency translation
Balance at beginning of period	$	4.7		$	3.5
Other comprehensive income (loss):
Foreign currency translation gain (loss)	—			(1.1		)
Balance at end of period	$	4.7		$	2.4
Cash flow hedges
Balance at beginning of period	$	18.3		$	31.7
Other comprehensive income (loss):
Gains (losses) arising in period	1.9			(3.0		)
Income tax expense (benefit)	—			—
Gains (losses) arising in period, net of tax	1.9			(3.0		)
Reclassification of losses (gains) to net income (loss):
Hot roll carbon steel coil contracts (a)	—			(0.4		)
Other commodity contracts (b)	(2.7		)	(3.5		)
Subtotal	(2.7		)	(3.9		)
Income tax (expense) benefit	—			—
Net amount of reclassification of losses (gains) to net income (loss)	(2.7		)	(3.9		)
Total other comprehensive income (loss), net of tax	(0.8		)	(6.9		)
Balance at end of period	$	17.5		$	24.8
Unrealized holding gains (losses) on securities
Balance at beginning of period	$	0.4		$	0.3
Other comprehensive income (loss):
Unrealized holding gains (losses) arising in period	—			0.1
Income tax expense (benefit)	—			—
Unrealized holding gains (losses) arising in period, net of tax	—			0.1
Balance at end of period	$	0.4		$	0.4
Pension and OPEB plans
Balance at beginning of period	$	300.0		$	(34.4	)
Other comprehensive income (loss):
Gains (losses) arising in period	(5.3		)	—
Income tax (expense) benefit	—			—
Gains (losses) arising in period, net of tax	(5.3		)	—
Reclassification to net income (loss):
Prior service costs (credits) (c)	(17.3		)	(19.1		)
Actuarial (gains) losses (c)	(0.8		)	7.3
Subtotal	(18.1		)	(11.8		)
Income tax (expense) benefit	—			—
Amount of reclassification to net income (loss), net of tax	(18.1		)	(11.8		)
Total other comprehensive income (loss), net of tax	(23.4		)	(11.8		)
Balance at end of period	$	276.6		$	(46.2	)

(a) Amounts are included in net sales on the Condensed Consolidated Statements of Operations.

(b) Amounts are included in cost of products sold on the Condensed Consolidated Statements of Operations.

(c) Amounts are included in pension and OPEB expense (income) on the Condensed Consolidated Statements of Operations.

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Derivative Instruments and Hedging Activities (Details 3) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Sales [Member] | Commodity Contract [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net	$ (3.6)	$ 0.5
Other Income [Member] | Foreign Exchange Contract [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net	0.7	0.6
Cost of Products Sold [Member] | Commodity Contract [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net	0.2	0
Cash Flow Hedging [Member] | Sales [Member] | Commodity Contract [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Reclassified from accumulated other comprehensive income (loss) into income (effective portion)	0	0.4
Cash Flow Hedging [Member] | Cost of Products Sold [Member] | Commodity Contract [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Reclassified from accumulated other comprehensive income (loss) into income (effective portion)	2.7	3.5
Recognized in cost of products sold (ineffective portion and amount excluded from effectiveness testing)	$ 0	$ 5.8

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Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Accounting, Policy

In the opinion of the management of AK Steel Holding Corporation (“AK Holding”) and its wholly-owned subsidiary, AK Steel Corporation (“AK Steel”, and together with AK Holding, the “Company”), the accompanying condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 2014, the results of its operations for the three months ended March 31, 2014 and 2013, and its cash flows for the three months ended March 31, 2014 and 2013. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year ending December 31, 2014. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2013, included in the Company’s Form 10‑K for the year ended December 31, 2013.

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Share-based Compensation (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated share-based compensation expense	$ 8.7
Share-based Compensation Expense [Abstract]
Share-based Compensation Expense	4.0	3.9
Number of options granted (in shares)	440,000
Weighted-average grant-date fair value per share of options granted (dollars per share)	$ 3.54
Number of options exercised (in shares)	0
Stock Options [Member]
Share-based Compensation Expense [Abstract]
Share-based Compensation Expense	1.0	0.9
Restricted Stock [Member]
Share-based Compensation Expense [Abstract]
Share-based Compensation Expense	1.9	1.7
Number of shares granted (in shares)	428,700
Weighted average grant date fair value, granted (dollars per share)	$ 6.72
Intrinsic value of shares vested/restrictions lapsed during the period	2.6
Restricted Stock Units Issued to Directors [Member]
Share-based Compensation Expense [Abstract]
Share-based Compensation Expense	0.3	0.2
Performance Share Awards [Member]
Share-based Compensation Expense [Abstract]
Share-based Compensation Expense	$ 0.8	$ 1.1
Number of shares granted (in shares)	512,400
Weighted average grant date fair value, granted (dollars per share)	$ 6.40

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Long-term Debt and Other Financing Long-term debt table (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Unamortized debt (discount) premium, net	$ (32.1)	$ (33.1)
Total debt	1,657.8	1,507.0
Current portion of long-term debt	0.6	0.8
Total long-term debt	1,657.2	1,506.2
Senior Secured Notes Due December 2018 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	380.0	380.0
Debt Instrument, Interest Rate, Stated Percentage	8.75%
Exchangeable Senior Notes Due November 2019 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	150.0	150.0
Debt Instrument, Interest Rate, Stated Percentage	5.00%
Debt Instrument, Interest Rate, Effective Percentage	10.80%	10.80%
Senior Notes Due May 2020 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	529.8	529.8
Debt Instrument, Interest Rate, Stated Percentage	7.625%
Senior Notes Due April 2022 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	290.2	290.2
Debt Instrument, Interest Rate, Stated Percentage	8.375%
Industrial Revenue Bonds [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	99.9	100.1
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Credit Facility	$ 240.0	$ 90.0

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Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2014

Supplemental Cash Flow Information [Abstract]

Schedule of cash flow, supplemental disclosures

The following table presents the net cash paid (received) during the period for interest, net of capitalized interest, and income taxes:

	Three Months Ended March 31,
	2014		2013
Net cash paid (received) during the period for:
Interest, net of capitalized interest	$	2.6	$	1.6
Income taxes	0.1		0.3

Schedule of non-cash investing and financing activities

The amounts of non-cash investing and financing activities were as follows:

	Three Months Ended March 31,
	2014		2013
Capital investments	$	10.3	$	6.9
Issuance of restricted stock and restricted stock units	3.1		2.3

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Earnings Per Share (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Earnings Per Share [Abstract]
Net income (loss) attributable to AK Steel Holding Corporation	$ (86.1)	$ (9.9)
Less: distributed earnings to common stockholders and holders of certain stock compensation awards	0	0
Undistributed earnings (losses)	(86.1)	(9.9)
Common stockholders earnings - basic [Abstract]
Distributed earnings to common stockholders - basic	0	0
Undistributed earnings (loss) to common stockholders - basic	(85.8)	(9.8)
Common stockholders earnings (loss) - basic	(85.8)	(9.8)
Common stockholders earnings - diluted [Abstract]
Distributed earnings to common stockholders - diluted	0	0
Undistributed earnings (loss) to common stockholders - diluted	(85.8)	(9.8)
Common stockholders earnings (loss) - diluted	$ (85.8)	$ (9.8)
Common shares outstanding (weighted-average shares in millions) [Abstract]
Common shares outstanding for basic earnings per share (in shares)	136.1	135.7
Effect of exchangeable debt (in shares)	0	0
Effect of dilutive stock-based compensation (in shares)	0	0
Common shares outstanding for diluted earnings per share (in shares)	136.1	135.7
Basic earnings per share [Abstract]
Distributed earnings - basic (in dollars per share)	$ 0.00	$ 0.00
Undistributed earnings (loss) - basic (in dollars per share)	$ (0.63)	$ (0.07)
Basic earnings (loss) per share (in dollars per share)	$ (0.63)	$ (0.07)
Diluted earnings per share [Abstract]
Distributed earnings - diluted (in dollars per share)	$ 0.00	$ 0.00
Undistributed earnings (loss) - diluted (in dollars per share)	$ (0.63)	$ (0.07)
Diluted earnings (loss) per share (in dollars per share)	$ (0.63)	$ (0.07)
Potentially issuable common shares (in millions) excluded from earnings per share calculation due to anti-dilutive effect (in shares)	7.9	2.4

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Environmental and Legal Contingencies (Details 3) (USD $)	3 Months Ended
	Mar. 31, 2014 claims-lawsuits		Mar. 31, 2013 claims-lawsuits
Asbestos Claims With Specific Dollar Claim For Damages [Member]
Information on pending asbestos cases [Line Items]
Number of asbestos cases pending	131	[1]
Claims with specific dollar claims for damages [Abstract]
Asbestos Lawsuits Pending With Dollars Number Of Plaintiffs	2,339
Asbestos Lawsuits Pending With Dollars Number Of Defendants	17,487
Asbestos Claims With Specific Dollar Claim For Damages [Member] | Asbestos claims up to $0.2 [Member]
Information on pending asbestos cases [Line Items]
Number of asbestos cases pending	121
Claims with specific dollar claims for damages [Abstract]
Amount claimed per plaintiff, lower range	$ 0
Amount claimed per plaintiff, upper range	200,000
Asbestos Claims With Specific Dollar Claim For Damages [Member] | Asbestos above $0.2 to $5.0 [Member]
Information on pending asbestos cases [Line Items]
Number of asbestos cases pending	6
Claims with specific dollar claims for damages [Abstract]
Amount claimed per plaintiff, lower range	200,000
Amount claimed per plaintiff, upper range	5,000,000
Asbestos Claims With Specific Dollar Claim For Damages [Member] | Asbestos above $5.0 to $15.0 [Member]
Information on pending asbestos cases [Line Items]
Number of asbestos cases pending	2
Claims with specific dollar claims for damages [Abstract]
Amount claimed per plaintiff, lower range	5,000,000
Amount claimed per plaintiff, upper range	15,000,000
Asbestos Claims With Specific Dollar Claim For Damages [Member] | Asbestos above $15.0 to $20.0 [Member]
Information on pending asbestos cases [Line Items]
Number of asbestos cases pending	2
Claims with specific dollar claims for damages [Abstract]
Amount claimed per plaintiff, lower range	15,000,000
Amount claimed per plaintiff, upper range	20,000,000
Asbestos Claims Without Specific Dollar Claim For Damages [Member]
Information on pending asbestos cases [Line Items]
Number of asbestos cases pending	304
Asbestos Issue [Member]
Information on pending asbestos cases [Line Items]
Number of asbestos cases pending	435
Claims with specific dollar claims for damages [Abstract]
Loss Contingency, New Claims Filed, Number	13		11
Loss Contingency, Claims Settled and Dismissed, Number	14		20
Amounts paid in asbestos settlements	$ 300,000		$ 700,000

[1] Involve a total of 2,339 plaintiffs and 17,487 defendants

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Inventories (Notes)

3 Months Ended

Mar. 31, 2014

Inventory Disclosure [Abstract]

Inventories

Inventories

	March 31, 2014			December 31, 2013
Finished and semi-finished	$	802.6		$	722.2
Raw materials	280.1			260.9
Total cost	1,082.7			983.1
Adjustment to state inventories at LIFO value	(395.0		)	(396.5		)
Inventory, net	$	687.7		$	586.6

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Long-term Debt and Other Financing (Details2) (USD $)	3 Months Ended		3 Months Ended
	Mar. 31, 2014 Revolving Credit Facility [Member]	Dec. 31, 2013 Revolving Credit Facility [Member]	Mar. 31, 2014 Replaced Credit Facility [Member]	Apr. 30, 2014 Subsequent Event [Member] Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 1,100,000,000.0		$ 1,100,000,000.0
Line of Credit Facility, Expiration Date	Mar. 31, 2019		Apr. 28, 2016
Minimum amount of borrowing capacity for a fixed charge coverage ratio applies	110,000,000
Line of Credit Facility, Current Borrowing Capacity	1,064,500,000.0
Outstanding borrowings on revolving credit facility	240,000,000	90,000,000
Letters of credit, outstanding	67,500,000
Line of credit facility, remaining borrowing capacity	757,000,000
Line Of Credit Facility, Additional Borrowing Capacity				$ 30,000,000

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Long-term Debt and Other Financing (Tables)

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The Company’s debt balances, including current portions, were as follows:

	March 31, 2014			December 31, 2013
Credit Facility	$	240.0		$	90.0
8.75% Senior Secured Notes due December 2018	380.0			380.0
5.00% Exchangeable Senior Notes due November 2019 (effective rate of 10.8%)	150.0			150.0
7.625% Senior Notes due May 2020	529.8			529.8
8.375% Senior Notes due April 2022	290.2			290.2
Industrial Revenue Bonds due 2014 through 2030	99.9			100.1
Unamortized debt (discount) premium, net	(32.1		)	(33.1		)
Total debt	1,657.8			1,507.0
Less:
Current portion of long-term debt	0.6			0.8
Total long-term debt	$	1,657.2		$	1,506.2

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Investments in Equity Investees Investment in Equity Investees (Tables)

3 Months Ended

Mar. 31, 2014

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments [Table Text Block]

Summarized financial statement data for all investees is presented below.

	Three Months Ended March 31,
	2014		2013
Revenue	$	72.4	$	69.5
Gross profit	24.5		25.2
Net income	5.5		11.1

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Derivative Instruments and Hedging Activities (Details 2) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Current	$ 2.6	$ 2.6
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Current	2.2	2.3
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Accrued Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Current	(3.5)	(0.4)
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Other Noncurrent Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Noncurrent	(0.2)	(0.1)
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Accrued Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Current	$ (0.1)	$ (0.7)

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Pension and Other Postretirement Benefits (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended						1 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014 Pension Plans, Defined Benefit [Member]	Mar. 31, 2013 Pension Plans, Defined Benefit [Member]	Mar. 31, 2014 Other Postretirement Benefit Plans, Defined Benefit [Member]	Mar. 31, 2013 Other Postretirement Benefit Plans, Defined Benefit [Member]	Apr. 30, 2014 Subsequent Event [Member] Pension Plans, Defined Benefit [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Expected employer pension contributions in current fiscal year			$ 196.5
Pension plan contributions	41.3	30.0	41.3				71.1
Estimated employer pension contributions remaining to be made in current fiscal year							84.1
Net periodic benefit cost (income) [Abstract]
Service cost			0.4	0.6	1.0	1.2
Interest cost			36.7	34.7	5.0	5.3
Expected return on assets			(50.7)	(45.9)
Amortization of prior service cost (credit)			1.0	0.9	(18.3)	(20.0)
Amortization of (gain) loss			(0.5)	6.8	(0.3)	0.5
Net periodic benefit cost (income)			$ (13.1)	$ (2.9)	$ (12.6)	$ (13.0)

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Pension and Other Postretirement Benefits (Tables)

3 Months Ended

Mar. 31, 2014

General Discussion of Pension and Other Postretirement Benefits [Abstract]

Schedule of Defined Benefit Plans Disclosures

Net periodic benefit cost (income) for pension and other postretirement benefits were as follows:

	Three Months Ended March 31,
	2014			2013
Pension Benefits
Service cost	$	0.4		$	0.6
Interest cost	36.7			34.7
Expected return on assets	(50.7		)	(45.9		)
Amortization of prior service cost	1.0			0.9
Amortization of (gain) loss	(0.5		)	6.8
Net periodic benefit cost (income)	$	(13.1	)	$	(2.9	)
Other Postretirement Benefits
Service cost	$	1.0		$	1.2
Interest cost	5.0			5.3
Amortization of prior service cost (credit)	(18.3		)	(20.0		)
Amortization of (gain) loss	(0.3		)	0.5
Net periodic benefit cost (income)	$	(12.6	)	$	(13.0	)

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Environmental and Legal Contingencies (Tables)

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Schedule of Accrual of Liabilities Related to Environmental Loss Contingencies

Liabilities recorded on the Company’s Condensed Consolidated Balance Sheets for such estimated probable costs relating to environmental matters are presented below:

	March 31, 2014		December 31, 2013
Accrued liabilities	$	8.7	$	9.5
Other non-current liabilities	34.5		34.1

Schedule of Information on Pending Asbestos Cases

Information on asbestos cases pending at March 31, 2014 is presented below:

	Asbestos Cases Pending at
	March 31, 2014
Cases with specific dollar claims for damages:
Claims up to $0.2	121
Claims above $0.2 to $5.0	6
Claims above $5.0 to $15.0	2
Claims above $15.0 to $20.0	2
Total claims with specific dollar claims for damages (a)	131
Cases without a specific dollar claim for damages	304
Total asbestos cases pending	435

(a) Involve a total of 2,339 plaintiffs and 17,487 defendants

Schedule of Number of New Asbestos Claims Filed, Number of Pending Asbestos Claims Disposed, And Amount Paid in Settlements

Set forth below is a chart showing the number of new claims filed (accounted for as described above), the number of pending claims disposed of (i.e., settled or otherwise dismissed), and the approximate net amount of dollars paid on behalf of AK Steel in settlement of asbestos-related claims in the three months endedMarch 31, 2014 and 2013.

	Three Months Ended March 31,
	2014		2013
New Claims Filed	13		11
Pending Claims Disposed Of	14		20
Total Amount Paid in Settlements	$	0.3	$	0.7

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Basis of Presentation (Notes)

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

In the opinion of the management of AK Steel Holding Corporation (“AK Holding”) and its wholly-owned subsidiary, AK Steel Corporation (“AK Steel”, and together with AK Holding, the “Company”), the accompanying condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 2014, the results of its operations for the three months ended March 31, 2014 and 2013, and its cash flows for the three months ended March 31, 2014 and 2013. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year ending December 31, 2014. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2013, included in the Company’s Form 10‑K for the year ended December 31, 2013.

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Share-based Compensation (Tables)

3 Months Ended

Mar. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule about share-based compensation expense

The following table summarizes information about share-based compensation expense, which the Company has estimated will be $8.7 for 2014:

	Three Months Ended March 31,
Share-based Compensation Expense	2014		2013
Stock options	$	1.0	$	0.9
Restricted stock	1.9		1.7
Restricted stock units issued to Directors	0.3		0.2
Performance shares	0.8		1.1
Total share-based compensation expense	$	4.0	$	3.9

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Investment in Equity Investees (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended							30 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014 Cost of Sales [Member]	Mar. 31, 2013 Cost of Sales [Member]	Mar. 31, 2014 Other Income (Expense) [Member]	Mar. 31, 2013 Other Income (Expense) [Member]	Mar. 31, 2014 Combined Metals of Chicago, LLC [Member]	Mar. 31, 2014 Magnetation LLC [Member]	Oct. 04, 2011 Magnetation LLC [Member]	Mar. 31, 2014 Rockport Roll Shop LLC [Member]
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Ownership Percentage							40.00%	49.90%		50.00%
Income (Loss) from Equity Method Investments			$ 2.2	$ 1.7	$ (1.3)	$ 2.3
Revenue	72.4	69.5
Gross profit	24.5	25.2
Net income	5.5	11.1
Other Commitment								100.0	297.5
Payments to Acquire Equity Method Investments								197.5
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity								$ 95.2

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Variable Interest Entities (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Variable Interest Entity [Line Items]
Income (loss) before income taxes	$ (69.4)	$ 4.0
SunCoke Middletown [Member] | Variable Interest Entity, Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Expected Production Of Coke (in tons)	550,000
Expected Production Of Electricity (in MWs)	45
Variable interest entity, ownership percentage (in hundredths)	0.00%
Income (loss) before income taxes	$ 15.0	$ 16.9
Vicksmetal Armco Associates [Member] | Variable Interest Entity, Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Variable interest entity, ownership percentage (in hundredths)	50.00%

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Net sales	$ 1,383.5	$ 1,369.8
Cost of products sold (exclusive of items shown separately below)	1,335.6	1,252.3
Selling and administrative expenses (exclusive of items shown separately below)	60.2	51.6
Depreciation	48.7	48.6
Pension and OPEB expense (income)	(25.7)	(15.9)
Total operating costs	1,418.8	1,336.6
Operating profit (loss)	(35.3)	33.2
Interest expense	32.2	31.0
Other income (expense)	(1.9)	1.8
Income (loss) before income taxes	(69.4)	4.0
Income tax expense (benefit)	1.8	(2.8)
Net income (loss)	(71.2)	6.8
Less: Net income attributable to noncontrolling interests	14.9	16.7
Net income (loss) attributable to AK Steel Holding Corporation	$ (86.1)	$ (9.9)
Basic and diluted earnings per share:
Net income (loss) attributable to AK Steel Holding Corporation common stockholders (in dollars per share)	$ (0.63)	$ (0.07)

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Environmental and Legal Contingencies (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Commitments and Contingencies Disclosure [Abstract]
Accrued liabilities	$ 8.7	$ 9.5
Other non-current liabilities	$ 34.5	$ 34.1

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash flows from operating activities:
Net income (loss)	$ (71.2)	$ 6.8
Depreciation	48.7	48.6
Amortization	6.3	5.9
Deferred income taxes	0.5	(4.4)
Pension and OPEB expense (income)	(25.7)	(15.9)
Contributions to pension trust	(41.3)	(30.0)
Other postretirement benefit payments	(18.6)	(18.1)
Other operating items, net	(5.1)	6.4
Net cash flows from operating activities	(125.0)	(7.0)
Cash flows from investing activities:
Capital investments	(13.8)	(16.5)
Other investing items, net	6.8	0.8
Net cash flows from investing activities	(7.0)	(15.7)
Cash flows from financing activities:
Net borrowings under credit facility	150.0	0
Redemption of long-term debt	(0.2)	(0.2)
Debt issuance costs	(3.3)	(1.5)
Purchase of treasury stock	(0.9)	(0.6)
SunCoke Middletown distributions to noncontrolling interest owners	(27.8)	(9.1)
Other financing items, net	0	(1.1)
Net cash flows from financing activities	117.8	(12.5)
Net increase (decrease) in cash and cash equivalents	(14.2)	(35.2)
Cash and cash equivalents, beginning of period	45.3	227.0
Cash and cash equivalents, end of period	31.1	191.8
Consolidated Entity Excluding Variable Interest Entities (VIE) [Member]
Cash flows from operating activities:
Depreciation	45.1	45.1
Changes in working capital	(14.1)	(9.6)
Cash flows from investing activities:
Capital investments	(13.8)	(15.5)
Variable Interest Entity, Primary Beneficiary [Member] | SunCoke Middletown [Member]
Cash flows from operating activities:
Depreciation	3.6	3.5
Changes in working capital	(4.5)	3.3
Net cash flows from operating activities	14.0	23.7
Cash flows from investing activities:
Capital investments	0	(1.0)
Cash flows from financing activities:
SunCoke Middletown distributions to noncontrolling interest owners	(27.8)	(9.1)
Cash and cash equivalents, beginning of period	14.2
Cash and cash equivalents, end of period	$ 0.4

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Union Contracts (Details)	Mar. 31, 2014 employees
Mansfield OH Works [Member]
Concentration Risk [Line Items]
Entity Number of Employees	280
Middletown OH Works [Member]
Concentration Risk [Line Items]
Entity Number of Employees	1,650
Walbridge Tube [Member]
Concentration Risk [Line Items]
Entity Number of Employees	100
Ashland Works [Member]
Concentration Risk [Line Items]
Entity Number of Employees	820

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Fair value assets and liabilities measured on a recurring basis

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:

	March 31, 2014								December 31, 2013
	Level 1		Level 2			Total			Level 1		Level 2			Total
Assets measured at fair value
Cash and cash equivalents	$	31.1	$	—		$	31.1		$	45.3	$	—		$	45.3
Other current assets:
Commodity hedge contracts	—		4.8			4.8			—		4.9			4.9
Other non-current assets:
Available for sale investments—cash and cash equivalents	11.6		—			11.6			18.6		—			18.6
Assets measured at fair value	$	42.7	$	4.8		$	47.5		$	63.9	$	4.9		$	68.8
Liabilities measured at fair value
Accrued liabilities:
Foreign exchange contracts	$	—	$	(0.1	)	$	(0.1	)	$	—	$	(0.7	)	$	(0.7	)
Commodity hedge contracts	—		(3.5		)	(3.5		)	—		(0.4		)	(0.4		)
Other non-current liabilities—commodity hedge contracts	—		(0.2		)	(0.2		)	—		(0.1		)	(0.1		)
Liabilities measured at fair value	$	—	$	(3.8	)	$	(3.8	)	$	—	$	(1.2	)	$	(1.2	)
Liabilities measured at other than fair value
Long-term debt, including current portions:
Fair value	$	—	$	(1,819.5	)	$	(1,819.5	)	$	—	$	(1,659.9	)	$	(1,659.9	)
Carrying amount	—		(1,657.8		)	(1,657.8		)	—		(1,507.0		)	(1,507.0		)

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Supplemental Cash Flow Information (Notes)

3 Months Ended

Mar. 31, 2014

Supplemental Cash Flow Information [Abstract]

Supplemental Cash Flow Information

Supplemental Cash Flow Information

The following table presents the net cash paid (received) during the period for interest, net of capitalized interest, and income taxes:

	Three Months Ended March 31,
	2014		2013
Net cash paid (received) during the period for:
Interest, net of capitalized interest	$	2.6	$	1.6
Income taxes	0.1		0.3

Included in net cash flows from operations was cash provided by SunCoke Middletown of $14.0 and $23.7 for the three months ended March 31, 2014 and 2013, respectively. Consolidated cash and cash equivalents at March 31, 2014 and December 31, 2013, includes $0.4 and $14.2, respectively, of cash and cash equivalents of SunCoke Middletown. There are no compensating balance arrangements or legal restrictions on the cash and cash equivalents of SunCoke Middletown, however, it is not available for the Company’s use.

The Company had non-cash capital investments during the three months ended March 31, 2014 and 2013, that had not been paid as of the end of the respective period. These amounts are included in accounts payable and accrued liabilities and have been excluded from the Condensed Consolidated Statements of Cash Flows. The Company also granted restricted stock to certain employees and restricted stock units to directors under the Stock Incentive Plan. The amounts of non-cash investing and financing activities were as follows:

	Three Months Ended March 31,
	2014		2013
Capital investments	$	10.3	$	6.9
Issuance of restricted stock and restricted stock units	3.1		2.3

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Derivative Instruments and Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Outstanding commodity price swaps and options and forward foreign exchange contracts

The Company had the following outstanding commodity price swaps and options and forward foreign exchange contracts:

Commodity	March 31, 2014		December 31, 2013
Nickel (in lbs)	643,400		763,300
Natural gas (in MMBTUs)	2,160,000		3,240,000
Zinc (in lbs)	9,000,000		12,000,000
Electricity (in MWHs)	453,800		—
Iron ore (in metric tons)	1,763,900		190,735
Hot roll carbon steel coils (in short tons)	177,900		74,147
Foreign exchange contracts (in euros)	€	12,945,000	€	17,730,000

Fair value of derivative instruments in the Condensed Consolidated Balance Sheets

The following table presents the fair value of derivative instruments in the Condensed Consolidated Balance Sheets:

Asset (liability)	March 31, 2014			December 31, 2013
Derivatives designated as hedging instruments:
Other current assets—commodity contracts	$	2.6		$	2.6
Derivatives not designated as hedging instruments:
Other current assets—commodity contracts	2.2			2.3
Accrued liabilities:
Foreign exchange contracts	(0.1		)	(0.7		)
Commodity contracts	(3.5		)	(0.4		)
Other noncurrent liabilities—commodity contracts	(0.2		)	(0.1		)

Gains (losses) on derivative instruments included in the Condensed Consolidated Statements of Operations

The following table presents gains (losses) on derivative instruments included in the Condensed Consolidated Statements of Operations:

	Three Months Ended March 31,
Gain (loss)	2014			2013
Derivatives in cash flow hedging relationships—
Commodity contracts:
Reclassified from accumulated other comprehensive income into net sales (effective portion)	$	—		$	0.4
Reclassified from accumulated other comprehensive income into cost of products sold (effective portion)	2.7			3.5
Recognized in cost of products sold (ineffective portion and amount excluded from effectiveness testing)	—			5.8
Derivatives not designated as hedging instruments:
Foreign exchange contracts—recognized in other income (expense)	0.7			0.6
Commodity contracts:
Recognized in net sales	(3.6		)	0.5
Recognized in cost of products sold	0.2			—

Amount of gains (losses) expected to be reclassified into earnings within the next twelve months

The following table lists the amount of gains (losses) before tax expected to be reclassified into cost of products sold within the next twelve months for the Company’s existing commodity contracts that qualify for hedge accounting, as well as the period of time over which the Company is hedging its exposure to the volatility in future cash flows:

Commodity Hedge	Settlement Dates	Gains (losses)
Natural gas	April 2014 to December 2014	$	2.0
Zinc	April 2014 to December 2014	0.2
Electricity	June 2014 to September 2014	0.1
Iron ore	April 2014 to November 2014	(0.2		)

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Supplemental Guarantor Information (Notes)

3 Months Ended

Mar. 31, 2014

Supplemental Guarantor Information [Abstract]

Supplemental Guarantor Information

Supplemental Guarantor Information

AK Steel’s 8.75% Senior Secured Notes due December 2018, 7.625% Senior Notes due May 2020, 8.375% Senior Notes due April 2022 (collectively, the “Senior Notes”) and 5.00% Exchangeable Senior Notes due November 2019 (the “Exchangeable Notes”) are governed by indentures entered into by AK Holding and its 100%-owned subsidiary, AK Steel. Under the terms of the indentures, AK Holding fully and unconditionally, jointly and severally, guarantees the payment of interest, principal and premium, if any, on each of the notes comprising the Senior Notes and the Exchangeable Notes. As of March 31, 2014, AK Holding was the sole guarantor of the Senior Notes and the Exchangeable Notes. In April 2014, the Company designated two 100%-owned subsidiaries, AK Tube LLC and AK Steel Properties, Inc., as guarantor subsidiaries of the Senior Notes and the unsecured Industrial Revenue Bonds.

The presentation of the supplemental guarantor information reflects all investments in subsidiaries under the equity method of accounting. Net income (loss) of the subsidiaries accounted for under the equity method is therefore reflected in their parents’ investment accounts. The principal elimination entries eliminate investments in subsidiaries and inter-company balances and transactions. The following supplemental condensed consolidating financial statements present information about AK Holding, AK Steel and the other non-guarantor subsidiaries based on the guarantees in effect as of March 31, 2014.

Condensed Consolidated Statements of Comprehensive Income (Loss)
Three Months Ended March 31, 2014
	AK Holding			AK Steel			Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Company
Net sales	$	—		$	1,315.1		$	192.6	$	(124.2	)	$	1,383.5
Cost of products sold (exclusive of items shown separately below)	—			1,303.9			148.9		(117.2		)	1,335.6
Selling and administrative expenses (exclusive of items shown separately below)	1.6			58.9			10.3		(10.6		)	60.2
Depreciation	—			42.5			6.2		—			48.7
Pension and OPEB expense (income)	—			(25.7		)	—		—			(25.7		)
Total operating costs	1.6			1,379.6			165.4		(127.8		)	1,418.8
Operating profit (loss)	(1.6		)	(64.5		)	27.2		3.6			(35.3		)
Interest expense	—			31.7			0.5		—			32.2
Other income (expense)	—			(3.8		)	1.9		—			(1.9		)
Income (loss) before income taxes	(1.6		)	(100.0		)	28.6		3.6			(69.4		)
Income tax expense (benefit)	—			(4.6		)	5.0		1.4			1.8
Equity in net income (loss) of subsidiaries	(84.5		)	10.9			—		73.6			—
Net income (loss)	(86.1		)	(84.5		)	23.6		75.8			(71.2		)
Less: Net income attributable to noncontrolling interests	—			—			14.9		—			14.9
Net income (loss) attributable to AK Steel Holding Corporation	(86.1		)	(84.5		)	8.7		75.8			(86.1		)
Other comprehensive income (loss)	(24.2		)	(24.2		)	—		24.2			(24.2		)
Comprehensive income (loss) attributable to AK Steel Holding Corporation	$	(110.3	)	$	(108.7	)	$	8.7	$	100.0		$	(110.3	)

Condensed Consolidated Statements of Comprehensive Income (Loss)
Three Months Ended March 31, 2013
	AK Holding			AK Steel			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Company
Net sales	$	—		$	1,283.7		$	216.8		$	(130.7	)	$	1,369.8
Cost of products sold (exclusive of items shown separately below)	—			1,200.2			173.8			(121.7		)	1,252.3
Selling and administrative expenses (exclusive of items shown separately below)	1.5			50.6			9.7			(10.2		)	51.6
Depreciation	—			43.7			4.9			—			48.6
Pension and OPEB expense (income)	—			(15.9		)	—			—			(15.9		)
Total operating costs	1.5			1,278.6			188.4			(131.9		)	1,336.6
Operating profit (loss)	(1.5		)	5.1			28.4			1.2			33.2
Interest expense	—			30.7			0.3			—			31.0
Other income (expense)	—			(2.1		)	3.9			—			1.8
Income (loss) before income taxes	(1.5		)	(27.7		)	32.0			1.2			4.0
Income tax expense (benefit)	—			(9.7		)	6.4			0.5			(2.8		)
Equity in net income (loss) of subsidiaries	(8.4		)	9.6			—			(1.2		)	—
Net income (loss)	(9.9		)	(8.4		)	25.6			(0.5		)	6.8
Less: Net income attributable to noncontrolling interests	—			—			16.7			—			16.7
Net income (loss) attributable to AK Steel Holding Corporation	(9.9		)	(8.4		)	8.9			(0.5		)	(9.9		)
Other comprehensive income (loss)	(19.7		)	(19.7		)	(1.1		)	20.8			(19.7		)
Comprehensive income (loss) attributable to AK Steel Holding Corporation	$	(29.6	)	$	(28.1	)	$	7.8		$	20.3		$	(29.6	)

Condensed Consolidated Balance Sheets
March 31, 2014
	AK Holding			AK Steel			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Company
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	15.6		$	15.5		$	—		$	31.1
Accounts receivable, net	—			452.8			68.5			(22.4		)	498.9
Inventory, net	—			625.7			69.5			(7.5		)	687.7
Deferred tax assets, current	—			70.2			0.2			—			70.4
Other current assets	0.3			34.1			3.8			—			38.2
Total current assets	0.3			1,198.4			157.5			(29.9		)	1,326.3
Property, plant and equipment	—			5,262.3			622.1			—			5,884.4
Accumulated depreciation	—			(3,924.2		)	(115.8		)	—			(4,040.0		)
Property, plant and equipment, net	—			1,338.1			506.3			—			1,844.4
Other non-current assets:
Investment in Magnetation LLC	—			—			186.5			—			186.5
Investment in affiliates	(2,913.8		)	1,421.5			—			1,492.3			—
Inter-company accounts	2,585.3			(3,529.6		)	919.8			24.5			—
Other non-current assets	—			133.4			124.8			—			258.2
TOTAL ASSETS	$	(328.2	)	$	561.8		$	1,894.9		$	1,486.9		$	3,615.4
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—		$	565.4		$	52.7		$	(0.7	)	$	617.4
Accrued liabilities	—			166.1			9.6			—			175.7
Current portion of long-term debt	—			0.6			—			—			0.6
Current portion of pension and other postretirement benefit obligations	—			72.9			0.5			—			73.4
Total current liabilities	—			805.0			62.8			(0.7		)	867.1
Non-current liabilities:
Long-term debt	—			1,657.2			—			—			1,657.2
Pension and other postretirement benefit obligations	—			903.3			4.7			—			908.0
Other non-current liabilities	—			110.1			0.4			—			110.5
TOTAL LIABILITIES	—			3,475.6			67.9			(0.7		)	3,542.8
Total stockholders’ equity (deficit)	(328.2		)	(2,913.8		)	1,426.2			1,487.6			(328.2		)
Noncontrolling interests	—			—			400.8			—			400.8
TOTAL EQUITY	(328.2		)	(2,913.8		)	1,827.0			1,487.6			72.6
TOTAL LIABILITIES AND EQUITY	$	(328.2	)	$	561.8		$	1,894.9		$	1,486.9		$	3,615.4

Condensed Consolidated Balance Sheets
December 31, 2013
	AK Holding			AK Steel			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Company
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	16.8		$	28.5		$	—		$	45.3
Accounts receivable, net	—			492.4			61.1			(28.3		)	525.2
Inventory, net	—			520.0			77.7			(11.1		)	586.6
Deferred tax assets, current	—			69.4			0.2			—			69.6
Other current assets	0.3			43.9			2.3			—			46.5
Total current assets	0.3			1,142.5			169.8			(39.4		)	1,273.2
Property, plant and equipment	—			5,258.4			613.5			—			5,871.9
Accumulated depreciation	—			(3,881.7		)	(110.1		)	—			(3,991.8		)
Property, plant and equipment, net	—			1,376.7			503.4			—			1,880.1
Other non-current assets:
Investment in Magnetation LLC	—			—			187.8			—			187.8
Investment in affiliates	(2,772.4		)	1,393.8			—			1,378.6			—
Inter-company accounts	2,551.1			(3,479.7		)	896.7			31.9			—
Other non-current assets	—			141.0			123.6			—			264.6
TOTAL ASSETS	$	(221.0	)	$	574.3		$	1,881.3		$	1,371.1		$	3,605.7
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—		$	550.5		$	51.9		$	(0.6	)	$	601.8
Accrued liabilities	—			133.6			9.3			—			142.9
Current portion of long-term debt	—			0.8			—			—			0.8
Current portion of pension and other postretirement benefit obligations	—			85.4			0.5			—			85.9
Total current liabilities	—			770.3			61.7			(0.6		)	831.4
Non-current liabilities:
Long-term debt	—			1,506.2			—			—			1,506.2
Pension and other postretirement benefit obligations	—			960.6			4.8			—			965.4
Other non-current liabilities	—			109.6			0.4			—			110.0
TOTAL LIABILITIES	—			3,346.7			66.9			(0.6		)	3,413.0
Total stockholders’ equity (deficit)	(221.0		)	(2,772.4		)	1,400.7			1,371.7			(221.0		)
Noncontrolling interests	—			—			413.7			—			413.7
TOTAL EQUITY	(221.0		)	(2,772.4		)	1,814.4			1,371.7			192.7
TOTAL LIABILITIES AND EQUITY	$	(221.0	)	$	574.3		$	1,881.3		$	1,371.1		$	3,605.7

Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2014
	AK Holding			AK Steel			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Company
Net cash flows from operating activities	$	(1.3	)	$	(142.4	)	$	26.1		$	(7.4	)	$	(125.0	)
Cash flows from investing activities:
Capital investments	—			(7.5		)	(6.3		)	—			(13.8		)
Other investing items, net	—			7.0			(0.2		)	—			6.8
Net cash flows from investing activities	—			(0.5		)	(6.5		)	—			(7.0		)
Cash flows from financing activities:
Net borrowings under credit facility	—			150.0			—			—			150.0
Redemption of long-term debt	—			(0.2		)	—			—			(0.2		)
Debt issuance costs	—			(3.3		)	—			—			(3.3		)
Purchase of treasury stock	(0.9		)	—			—			—			(0.9		)
Inter-company activity	2.2			(4.8		)	(4.8		)	7.4			—
SunCoke Middletown distributions to noncontrolling interest owners	—			—			(27.8		)	—			(27.8		)
Other financing items, net	—			—			—			—			—
Net cash flows from financing activities	1.3			141.7			(32.6		)	7.4			117.8
Net increase (decrease) in cash and cash equivalents	—			(1.2		)	(13.0		)	—			(14.2		)
Cash and equivalents, beginning of period	—			16.8			28.5			—			45.3
Cash and equivalents, end of period	$	—		$	15.6		$	15.5		$	—		$	31.1

Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2013
	AK Holding			AK Steel			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Company
Net cash flows from operating activities	$	(1.3	)	$	(29.7	)	$	36.3		$	(12.3	)	$	(7.0	)
Cash flows from investing activities:
Capital investments	—			(13.6		)	(2.9		)	—			(16.5		)
Other investing items, net	—			1.6			(0.8		)	—			0.8
Net cash flows from investing activities	—			(12.0		)	(3.7		)	—			(15.7		)
Cash flows from financing activities:
Redemption of long-term debt	—			(0.2		)	—			—			(0.2		)
Debt issuance costs	—			(1.5		)	—			—			(1.5		)
Purchase of treasury stock	(0.6		)	—			—			—			(0.6		)
Inter-company activity	1.9			(6.0		)	(8.2		)	12.3			—
SunCoke Middletown distributions to noncontrolling interest owners	—			—			(9.1		)	—			(9.1		)
Other financing items, net	—			(1.8		)	0.7			—			(1.1		)
Net cash flows from financing activities	1.3			(9.5		)	(16.6		)	12.3			(12.5		)
Net increase (decrease) in cash and cash equivalents	—			(51.2		)	16.0			—			(35.2		)
Cash and equivalents, beginning of period	—			203.6			23.4			—			227.0
Cash and equivalents, end of period	$	—		$	152.4		$	39.4		$	—		$	191.8

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CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (unaudited) (USD $) In Millions	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Noncontrolling Interests [Member]
Balance at Dec. 31, 2012	$ (91.0)	$ 1.5	$ 2,069.7	$ (173.3)	$ (2,404.3)	$ 1.1	$ 414.3
Net income (loss)	6.8				(9.9)		16.7
Share-based compensation	3.9		3.9
Purchase of treasury stock	(0.6)			(0.6)
Change in accumulated other comprehensive income (loss)	(19.7)					(19.7)
Net distributions to noncontrolling interests	(9.1)						(9.1)
Balance at Mar. 31, 2013	(109.7)	1.5	2,073.6	(173.9)	(2,414.2)	(18.6)	421.9
Balance at Dec. 31, 2013	192.7	1.5	2,079.2	(174.0)	(2,451.1)	323.4	413.7
Net income (loss)	(71.2)				(86.1)		14.9
Retirement of treasury stock	0	(0.1)	(173.9)	174.0
Share-based compensation	4.0		4.0
Purchase of treasury stock	(0.9)			(0.9)
Change in accumulated other comprehensive income (loss)	(24.2)					(24.2)
Net distributions to noncontrolling interests	(27.8)						(27.8)
Balance at Mar. 31, 2014	$ 72.6	$ 1.4	$ 1,909.3	$ (0.9)	$ (2,537.2)	$ 299.2	$ 400.8

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Net income (loss)	$ (71.2)	$ 6.8
Other comprehensive income (loss), before tax:
Foreign currency translation gain (loss)	0	(1.1)
Cash flow hedges:
Gains (losses) arising in period	1.9	(3.0)
Reclassification of losses (gains) to net income (loss)	(2.7)	(3.9)
Unrealized holding gains (losses) on securities:
Unrealized holding gains (losses) arising in period	0	0.1
Pension and OPEB plans:
Gains (losses) arising in period	(5.3)	0
Reclassification of prior service cost (credits) included in net income (loss)	(17.3)	(19.1)
Reclassification of losses (gains) included in net income (loss)	(0.8)	7.3
Other comprehensive income (loss), before tax	(24.2)	(19.7)
Income tax expense (benefit) related to items of comprehensive income (loss)	0	0
Other comprehensive income (loss)	(24.2)	(19.7)
Comprehensive income (loss)	(95.4)	(12.9)
Less: Comprehensive income attributable to noncontrolling interests	14.9	16.7
Comprehensive income (loss) attributable to AK Steel Holding Corporation	$ (110.3)	$ (29.6)

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Comprehensive Income (Loss) (Notes)

3 Months Ended

Mar. 31, 2014

Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]

Comprehensive Income (Loss)

Comprehensive Income (Loss)

The details of other comprehensive income (loss), net of tax, are as follows:

	Three Months Ended March 31,
	2014			2013
Foreign currency translation
Balance at beginning of period	$	4.7		$	3.5
Other comprehensive income (loss):
Foreign currency translation gain (loss)	—			(1.1		)
Balance at end of period	$	4.7		$	2.4
Cash flow hedges
Balance at beginning of period	$	18.3		$	31.7
Other comprehensive income (loss):
Gains (losses) arising in period	1.9			(3.0		)
Income tax expense (benefit)	—			—
Gains (losses) arising in period, net of tax	1.9			(3.0		)
Reclassification of losses (gains) to net income (loss):
Hot roll carbon steel coil contracts (a)	—			(0.4		)
Other commodity contracts (b)	(2.7		)	(3.5		)
Subtotal	(2.7		)	(3.9		)
Income tax (expense) benefit	—			—
Net amount of reclassification of losses (gains) to net income (loss)	(2.7		)	(3.9		)
Total other comprehensive income (loss), net of tax	(0.8		)	(6.9		)
Balance at end of period	$	17.5		$	24.8
Unrealized holding gains (losses) on securities
Balance at beginning of period	$	0.4		$	0.3
Other comprehensive income (loss):
Unrealized holding gains (losses) arising in period	—			0.1
Income tax expense (benefit)	—			—
Unrealized holding gains (losses) arising in period, net of tax	—			0.1
Balance at end of period	$	0.4		$	0.4
Pension and OPEB plans
Balance at beginning of period	$	300.0		$	(34.4	)
Other comprehensive income (loss):
Gains (losses) arising in period	(5.3		)	—
Income tax (expense) benefit	—			—
Gains (losses) arising in period, net of tax	(5.3		)	—
Reclassification to net income (loss):
Prior service costs (credits) (c)	(17.3		)	(19.1		)
Actuarial (gains) losses (c)	(0.8		)	7.3
Subtotal	(18.1		)	(11.8		)
Income tax (expense) benefit	—			—
Amount of reclassification to net income (loss), net of tax	(18.1		)	(11.8		)
Total other comprehensive income (loss), net of tax	(23.4		)	(11.8		)
Balance at end of period	$	276.6		$	(46.2	)

(a) Amounts are included in net sales on the Condensed Consolidated Statements of Operations.

(b) Amounts are included in cost of products sold on the Condensed Consolidated Statements of Operations.

(c) Amounts are included in pension and OPEB expense (income) on the Condensed Consolidated Statements of Operations.

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Document and Entity Information Document	3 Months Ended
	Mar. 31, 2014	Apr. 30, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	AK STEEL HOLDING CORP
Entity Central Index Key	0000918160
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		136,711,159

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Earnings Per Share (Notes)

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Earnings Per Share

Earnings per Share

Earnings per share are calculated using the “two-class” method. Under the “two-class” method, undistributed earnings are allocated to both common shares and participating securities. The sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders is divided by the weighted-average number of common shares outstanding during the period. The restricted stock granted by AK Holding is entitled to non-forfeitable dividends, if declared, and meets the criteria of a participating security.

	Three Months Ended March 31,
	2014			2013
Net income (loss) attributable to AK Steel Holding Corporation	$	(86.1	)	$	(9.9	)
Less: distributed earnings to common stockholders and holders of certain stock compensation awards	—			—
Undistributed earnings (loss)	$	(86.1	)	$	(9.9	)
Common stockholders earnings—basic and diluted:
Distributed earnings to common stockholders	$	—		$	—
Undistributed earnings (loss) to common stockholders	(85.8		)	(9.8		)
Common stockholders earnings (loss)—basic and diluted	$	(85.8	)	$	(9.8	)
Common shares outstanding (weighted-average shares in millions):
Common shares outstanding for basic earnings per share	136.1			135.7
Effect of exchangeable debt	—			—
Effect of dilutive stock-based compensation	—			—
Common shares outstanding for diluted earnings per share	136.1			135.7
Basic and diluted earnings per share:
Distributed earnings	$	—		$	—
Undistributed earnings (loss)	(0.63		)	(0.07		)
Basic and diluted earnings (loss) per share	$	(0.63	)	$	(0.07	)
Potentially issuable common shares (in millions) excluded from earnings per share calculation due to anti-dilutive effect	7.9			2.4

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CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 31.1	$ 45.3
Accounts receivable, net	498.9	525.2
Inventory, net	687.7	586.6
Deferred tax assets, current	70.4	69.6
Other current assets	38.2	46.5
Total current assets	1,326.3	1,273.2
Property, plant and equipment	5,884.4	5,871.9
Accumulated depreciation	(4,040.0)	(3,991.8)
Property, plant and equipment, net	1,844.4	1,880.1
Other non-current assets:
Investment in Magnetation LLC	186.5	187.8
Other non-current assets	258.2	264.6
TOTAL ASSETS	3,615.4	3,605.7
Current liabilities:
Accounts payable	617.4	601.8
Accrued liabilities	175.7	142.9
Current portion of long-term debt	0.6	0.8
Current portion of pension and other postretirement benefit obligations	73.4	85.9
Total current liabilities	867.1	831.4
Non-current liabilities:
Long-term debt	1,657.2	1,506.2
Pension and other postretirement benefit obligations	908.0	965.4
Other non-current liabilities	110.5	110.0
TOTAL LIABILITIES	3,542.8	3,413.0
Equity:
Common stock, authorized 200,000,000 shares of $.01 par value each; issued 136,844,563 and 149,691,388 shares in 2014 and 2013; outstanding 136,712,665 and 136,380,078 shares in 2014 and 2013	1.4	1.5
Additional paid-in capital	1,909.3	2,079.2
Treasury stock, common shares at cost, 131,898 and 13,311,310 shares in 2014 and 2013	(0.9)	(174.0)
Accumulated deficit	(2,537.2)	(2,451.1)
Accumulated other comprehensive income	299.2	323.4
Total stockholders' equity (deficit)	(328.2)	(221.0)
Noncontrolling interests	400.8	413.7
TOTAL EQUITY	72.6	192.7
TOTAL LIABILITIES AND EQUITY	3,615.4	3,605.7
Variable Interest Entity, Primary Beneficiary [Member] | SunCoke Middletown [Member]
Current assets:
Cash and cash equivalents	0.4	14.2
Accounts receivable, net	0.5	0
Inventory, net	24.2	22.1
Property, plant and equipment	418.6	418.5
Accumulated depreciation	(32.6)	(29.0)
Other assets (liabilities), net	0.1	(0.7)
Current liabilities:
Accounts payable	12.3	13.3
Equity:
Noncontrolling interests	398.9	411.8
Variable Interest Entity, Primary Beneficiary [Member] | Other Variable Interest Entities [Member]
Current assets:
Cash and cash equivalents	0.9	1.0
Property, plant and equipment	11.3	11.5
Accumulated depreciation	(9.0)	(9.2)
Other assets (liabilities), net	0.7	0.6
Equity:
Noncontrolling interests	$ 1.9	$ 1.9

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Long-term Debt and Other Financing (Notes)

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Long-term Debt and Other Financing

Long-term Debt and Other Financing

The Company’s debt balances, including current portions, were as follows:

	March 31, 2014			December 31, 2013
Credit Facility	$	240.0		$	90.0
8.75% Senior Secured Notes due December 2018	380.0			380.0
5.00% Exchangeable Senior Notes due November 2019 (effective rate of 10.8%)	150.0			150.0
7.625% Senior Notes due May 2020	529.8			529.8
8.375% Senior Notes due April 2022	290.2			290.2
Industrial Revenue Bonds due 2014 through 2030	99.9			100.1
Unamortized debt (discount) premium, net	(32.1		)	(33.1		)
Total debt	1,657.8			1,507.0
Less:
Current portion of long-term debt	0.6			0.8
Total long-term debt	$	1,657.2		$	1,506.2

During the three months endedMarch 31, 2014, the Company was in compliance with all the terms and conditions of its debt agreements.

Credit Facility

In March 2014, AK Steel entered into a new $1.1 billion asset-backed revolving credit facility (“Credit Facility”) with a group of lenders. The Credit Facility, which expires in March 2019, replaced AK Steel’s prior $1.1 billion asset-backed revolving credit facility (“Replaced Credit Facility”), which was set to expire in April 2016, and is secured by the same classes of assets as the Replaced Credit Facility. The Credit Facility contains common restrictions similar to the Replaced Credit Facility, including limitations on, among other things, distributions and dividends, acquisitions and investments, indebtedness, liens and affiliate transactions. Availability is calculated as the lesser of the credit facility commitment or the Company’s eligible collateral after advance rates, less outstanding revolver borrowings and letters of credit. The Company’s obligations under its Credit Facility are secured by its inventory and accounts receivable, and availability under the Credit Facility fluctuates monthly based on the varying levels of eligible collateral. The Credit Facility provides the Company with enhanced liquidity and greater financial and strategic flexibility. The Credit Facility includes a separate “first-in, last-out”, or “FILO” tranche, which allows the Company to maximize its eligible collateral at higher advance rates. The Credit Facility requires maintenance of a minimum fixed charge coverage ratio of one to one if availability under the Credit Facility is less than $110.0. At March 31, 2014, AK Holding was the sole guarantor of the Credit Facility. At March 31, 2014, the Company’s eligible collateral, after application of applicable advance rates, was $1,064.5. As of March 31, 2014, there were outstanding Credit Facility borrowings of $240.0. Availability as of March 31, 2014 was further reduced by $67.5 of outstanding letters of credit, resulting in remaining availability of $757.0. In April 2014, in order to provide additional collateral to the borrowing base and increase the Company’s availability under the Credit Facility, thereby enhancing its liquidity, the Company added AK Tube LLC and AK Steel Properties, Inc., both 100%-owned subsidiaries, as guarantors under the Credit Facility. The additional eligible collateral is expected to provide additional availability under the Credit Facility of approximately $30.0 in the second quarter of 2014.

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Income Taxes (Notes)

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Income taxes recorded through March 31, 2014 were estimated using the discrete method, which was based on the actual year-to-date pre-tax loss through March 31, 2014, as well as the related change in the valuation allowance on deferred tax assets. The Company is unable to estimate pre-tax income for the remainder of 2014 with sufficient precision for purposes of the effective tax rate method, which requires consideration of a projection of full-year income and the expected change in the valuation allowance. The estimated annual effective tax rate method was not reliable due to its sensitivity to small changes to forecasted annual pre-tax earnings and the effect of the Company’s valuation allowance, which create results with significant variations in the customary relationship between income tax expense and pre-tax income for the interim periods. As a result, the Company determined that the use of the discrete method is more appropriate than the annual effective tax rate method. The Company has estimated the change in valuation allowances required based on the year-to-date pre-tax loss and the change in value of the identified tax-planning strategy, which is determined based on year-to-date LIFO income. Income tax expense (benefit) for the three months endedMarch 31, 2014 and 2013, includes a non-cash charge of $31.7 and $1.1, respectively, for the change in the valuation allowance on the Company’s deferred tax assets, which offsets the income tax benefit related to the Company’s pre-tax loss.

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Union Contracts (Notes)

3 Months Ended

Mar. 31, 2014

Union Contracts [Abstract]

Union Contracts

Union Contracts

In February 2014, members of the United Steelworkers, Local 169, ratified a three-year labor agreement covering approximately 280 employees at the Mansfield Works. The new agreement expires on March 31, 2017. The existing contract had been scheduled to expire March 31, 2014.

An agreement with the International Association of Machinists and Aerospace Workers, Local 1943, which represents approximately 1,650 employees at the Middletown Works, is scheduled to expire on September 15, 2014. An agreement with the USWA, Local 1915, which represents approximately 100 employees at AK Tube in Walbridge, Ohio, is scheduled to expire on January 22, 2015. An agreement with the USWA, Local 1865, which represents approximately 820 employees at the Ashland Works, is scheduled to expire on March 1, 2015.

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Variable Interest Entities (Notes)

3 Months Ended

Mar. 31, 2014

Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract]

Variable Interest Entities

Variable Interest Entities

SunCoke Middletown

SunCoke Middletown provides the Company annually with about 550,000 tons of metallurgical-grade coke and approximately 45 megawatts of electrical power under long-term supply agreements. Under those agreements, the Company will purchase all of the coke and electrical power generated from SunCoke Middletown’s plant through at least 2031. SunCoke Middletown is deemed to be a variable interest entity because the Company has committed to purchase all of the expected production from the facility and the Company has been determined to be the primary beneficiary. Thus, the financial results of SunCoke Middletown are required to be consolidated with the results of the Company with recognition of a noncontrolling interest, even though the Company has no ownership interest in SunCoke Middletown. Included in consolidated income (loss) before taxes was income before taxes related to SunCoke Middletown of $15.0 and $16.9 for the three months ended March 31, 2014 and 2013, respectively.

Vicksmetal/Armco Associates

The Company owns a 50% interest in Vicksmetal/Armco Associates (“VAA”), a joint venture with Vicksmetal Company, which is owned by Sumitomo Corporation. VAA slits electrical steel primarily for AK Steel, though also for third parties. AK Steel has determined that VAA meets the definition of a variable interest entity and the financial results of VAA are consolidated with the results of the Company, as the primary beneficiary.

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Treasury Stock (Notes)

3 Months Ended

Mar. 31, 2014

Equity [Abstract]

Treasury Stock

Treasury Stock

In January 2014, the Board of Directors authorized the formal retirement of 13,311,310 shares of common stock held by AK Holding as treasury stock. The retirement had no effect on the number of shares authorized or outstanding or on total stockholders’ equity.

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Supplemental Guarantor Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Dec. 31, 2012
Condensed Consolidated Statements of Comprehensive Income (Loss) [Abstract]
Net sales	$ 1,383.5	$ 1,369.8
Cost of products sold (exclusive of items shown separately below)	1,335.6	1,252.3
Selling and administrative expenses (exclusive of items shown separately below)	60.2	51.6
Depreciation	48.7	48.6
Pension and OPEB expense (income)	(25.7)	(15.9)
Total operating costs	1,418.8	1,336.6
Operating profit (loss)	(35.3)	33.2
Interest expense	32.2	31.0
Other income (expense)	(1.9)	1.8
Income (loss) before income taxes	(69.4)	4.0
Income tax expense (benefit)	1.8	(2.8)
Equity in net income (loss) of subsidiaries	0	0
Net income (loss)	(71.2)	6.8
Less: Net income attributable to noncontrolling interests	14.9	16.7
Net income (loss) attributable to AK Steel Holding Corporation	(86.1)	(9.9)
Other comprehensive income (loss)	(24.2)	(19.7)
Comprehensive income (loss) attributable to AK Steel Holding Corporation	(110.3)	(29.6)
Current assets:
Cash and cash equivalents	31.1	191.8
Accounts receivable, net	498.9		525.2
Inventory, net	687.7		586.6
Deferred tax assets, current	70.4		69.6
Other current assets	38.2		46.5
Total current assets	1,326.3		1,273.2
Property, plant and equipment	5,884.4		5,871.9
Accumulated depreciation	(4,040.0)		(3,991.8)
Property, plant and equipment, net	1,844.4		1,880.1
Other non-current assets:
Investment in Magnetation LLC	186.5		187.8
Investment in affiliates	0		0
Inter-company accounts	0		0
Other non-current assets	258.2		264.6
TOTAL ASSETS	3,615.4		3,605.7
Current liabilities:
Accounts payable	617.4		601.8
Accrued liabilities	175.7		142.9
Current portion of long-term debt	0.6		0.8
Current portion of pension and other postretirement benefit obligations	73.4		85.9
Total current liabilities	867.1		831.4
Non-current liabilities:
Long-term debt	1,657.2		1,506.2
Pension and other postretirement benefit obligations	908.0		965.4
Other non-current liabilities	110.5		110.0
TOTAL LIABILITIES	3,542.8		3,413.0
Total stockholders' equity (deficit)	(328.2)		(221.0)
Noncontrolling interests	400.8		413.7
TOTAL EQUITY (DEFICIT)	72.6	(109.7)	192.7	(91.0)
TOTAL LIABILITIES AND EQUITY (DEFICIT)	3,615.4		3,605.7
Condensed Consolidated Statements of Cash Flows [Abstract]
Net cash flows from operating activities	(125.0)	(7.0)
Cash flows from investing activities:
Capital investments	(13.8)	(16.5)
Other investing items, net	6.8	0.8
Net cash flows from investing activities	(7.0)	(15.7)
Cash flows from financing activities:
Net borrowings under credit facility	150.0	0
Redemption of long-term debt	(0.2)	(0.2)
Debt issuance costs	(3.3)	(1.5)
Purchase of treasury stock	(0.9)	(0.6)
Inter-company activity	0	0
SunCoke Middletown distributions to noncontrolling interest owners	(27.8)	(9.1)
Other financing items, net	0	(1.1)
Net cash flows from financing activities	117.8	(12.5)
Net increase (decrease) in cash and cash equivalents	(14.2)	(35.2)
Cash and cash equivalents, beginning of period	45.3	227.0
Cash and cash equivalents, end of period	31.1	191.8
AK Holding [Member]
Condensed Consolidated Statements of Comprehensive Income (Loss) [Abstract]
Net sales	0	0
Cost of products sold (exclusive of items shown separately below)	0	0
Selling and administrative expenses (exclusive of items shown separately below)	1.6	1.5
Depreciation	0	0
Pension and OPEB expense (income)	0	0
Total operating costs	1.6	1.5
Operating profit (loss)	(1.6)	(1.5)
Interest expense	0	0
Other income (expense)	0	0
Income (loss) before income taxes	(1.6)	(1.5)
Income tax expense (benefit)	0	0
Equity in net income (loss) of subsidiaries	(84.5)	(8.4)
Net income (loss)	(86.1)	(9.9)
Less: Net income attributable to noncontrolling interests	0	0
Net income (loss) attributable to AK Steel Holding Corporation	(86.1)	(9.9)
Other comprehensive income (loss)	(24.2)	(19.7)
Comprehensive income (loss) attributable to AK Steel Holding Corporation	(110.3)	(29.6)
Current assets:
Cash and cash equivalents	0	0
Accounts receivable, net	0		0
Inventory, net	0		0
Deferred tax assets, current	0		0
Other current assets	0.3		0.3
Total current assets	0.3		0.3
Property, plant and equipment	0		0
Accumulated depreciation	0		0
Property, plant and equipment, net	0		0
Other non-current assets:
Investment in Magnetation LLC	0		0
Investment in affiliates	(2,913.8)		(2,772.4)
Inter-company accounts	2,585.3		2,551.1
Other non-current assets	0		0
TOTAL ASSETS	(328.2)		(221.0)
Current liabilities:
Accounts payable	0		0
Accrued liabilities	0		0
Current portion of long-term debt	0		0
Current portion of pension and other postretirement benefit obligations	0		0
Total current liabilities	0		0
Non-current liabilities:
Long-term debt	0		0
Pension and other postretirement benefit obligations	0		0
Other non-current liabilities	0		0
TOTAL LIABILITIES	0		0
Total stockholders' equity (deficit)	(328.2)		(221.0)
Noncontrolling interests	0		0
TOTAL EQUITY (DEFICIT)	(328.2)		(221.0)
TOTAL LIABILITIES AND EQUITY (DEFICIT)	(328.2)		(221.0)
Condensed Consolidated Statements of Cash Flows [Abstract]
Net cash flows from operating activities	(1.3)	(1.3)
Cash flows from investing activities:
Capital investments	0	0
Other investing items, net	0	0
Net cash flows from investing activities	0	0
Cash flows from financing activities:
Net borrowings under credit facility	0
Redemption of long-term debt	0	0
Debt issuance costs	0	0
Purchase of treasury stock	(0.9)	(0.6)
Inter-company activity	2.2	1.9
SunCoke Middletown distributions to noncontrolling interest owners	0	0
Other financing items, net	0	0
Net cash flows from financing activities	1.3	1.3
Net increase (decrease) in cash and cash equivalents	0	0
Cash and cash equivalents, beginning of period	0	0
Cash and cash equivalents, end of period	0	0
AK Steel [Member]
Condensed Consolidated Statements of Comprehensive Income (Loss) [Abstract]
Net sales	1,315.1	1,283.7
Cost of products sold (exclusive of items shown separately below)	1,303.9	1,200.2
Selling and administrative expenses (exclusive of items shown separately below)	58.9	50.6
Depreciation	42.5	43.7
Pension and OPEB expense (income)	(25.7)	(15.9)
Total operating costs	1,379.6	1,278.6
Operating profit (loss)	(64.5)	5.1
Interest expense	31.7	30.7
Other income (expense)	(3.8)	(2.1)
Income (loss) before income taxes	(100.0)	(27.7)
Income tax expense (benefit)	(4.6)	(9.7)
Equity in net income (loss) of subsidiaries	10.9	9.6
Net income (loss)	(84.5)	(8.4)
Less: Net income attributable to noncontrolling interests	0	0
Net income (loss) attributable to AK Steel Holding Corporation	(84.5)	(8.4)
Other comprehensive income (loss)	(24.2)	(19.7)
Comprehensive income (loss) attributable to AK Steel Holding Corporation	(108.7)	(28.1)
Current assets:
Cash and cash equivalents	15.6	152.4
Accounts receivable, net	452.8		492.4
Inventory, net	625.7		520.0
Deferred tax assets, current	70.2		69.4
Other current assets	34.1		43.9
Total current assets	1,198.4		1,142.5
Property, plant and equipment	5,262.3		5,258.4
Accumulated depreciation	(3,924.2)		(3,881.7)
Property, plant and equipment, net	1,338.1		1,376.7
Other non-current assets:
Investment in Magnetation LLC	0		0
Investment in affiliates	1,421.5		1,393.8
Inter-company accounts	(3,529.6)		(3,479.7)
Other non-current assets	133.4		141.0
TOTAL ASSETS	561.8		574.3
Current liabilities:
Accounts payable	565.4		550.5
Accrued liabilities	166.1		133.6
Current portion of long-term debt	0.6		0.8
Current portion of pension and other postretirement benefit obligations	72.9		85.4
Total current liabilities	805.0		770.3
Non-current liabilities:
Long-term debt	1,657.2		1,506.2
Pension and other postretirement benefit obligations	903.3		960.6
Other non-current liabilities	110.1		109.6
TOTAL LIABILITIES	3,475.6		3,346.7
Total stockholders' equity (deficit)	(2,913.8)		(2,772.4)
Noncontrolling interests	0		0
TOTAL EQUITY (DEFICIT)	(2,913.8)		(2,772.4)
TOTAL LIABILITIES AND EQUITY (DEFICIT)	561.8		574.3
Condensed Consolidated Statements of Cash Flows [Abstract]
Net cash flows from operating activities	(142.4)	(29.7)
Cash flows from investing activities:
Capital investments	(7.5)	(13.6)
Other investing items, net	7.0	1.6
Net cash flows from investing activities	(0.5)	(12.0)
Cash flows from financing activities:
Net borrowings under credit facility	150.0
Redemption of long-term debt	(0.2)	(0.2)
Debt issuance costs	(3.3)	(1.5)
Purchase of treasury stock	0	0
Inter-company activity	(4.8)	(6.0)
SunCoke Middletown distributions to noncontrolling interest owners	0	0
Other financing items, net	0	(1.8)
Net cash flows from financing activities	141.7	(9.5)
Net increase (decrease) in cash and cash equivalents	(1.2)	(51.2)
Cash and cash equivalents, beginning of period	16.8	203.6
Cash and cash equivalents, end of period	15.6	152.4
Other Non-Guarantor Subsidiaries [Member]
Condensed Consolidated Statements of Comprehensive Income (Loss) [Abstract]
Net sales	192.6	216.8
Cost of products sold (exclusive of items shown separately below)	148.9	173.8
Selling and administrative expenses (exclusive of items shown separately below)	10.3	9.7
Depreciation	6.2	4.9
Pension and OPEB expense (income)	0	0
Total operating costs	165.4	188.4
Operating profit (loss)	27.2	28.4
Interest expense	0.5	0.3
Other income (expense)	1.9	3.9
Income (loss) before income taxes	28.6	32.0
Income tax expense (benefit)	5.0	6.4
Equity in net income (loss) of subsidiaries	0	0
Net income (loss)	23.6	25.6
Less: Net income attributable to noncontrolling interests	14.9	16.7
Net income (loss) attributable to AK Steel Holding Corporation	8.7	8.9
Other comprehensive income (loss)	0	(1.1)
Comprehensive income (loss) attributable to AK Steel Holding Corporation	8.7	7.8
Current assets:
Cash and cash equivalents	15.5	39.4
Accounts receivable, net	68.5		61.1
Inventory, net	69.5		77.7
Deferred tax assets, current	0.2		0.2
Other current assets	3.8		2.3
Total current assets	157.5		169.8
Property, plant and equipment	622.1		613.5
Accumulated depreciation	(115.8)		(110.1)
Property, plant and equipment, net	506.3		503.4
Other non-current assets:
Investment in Magnetation LLC	186.5		187.8
Investment in affiliates	0		0
Inter-company accounts	919.8		896.7
Other non-current assets	124.8		123.6
TOTAL ASSETS	1,894.9		1,881.3
Current liabilities:
Accounts payable	52.7		51.9
Accrued liabilities	9.6		9.3
Current portion of long-term debt	0		0
Current portion of pension and other postretirement benefit obligations	0.5		0.5
Total current liabilities	62.8		61.7
Non-current liabilities:
Long-term debt	0		0
Pension and other postretirement benefit obligations	4.7		4.8
Other non-current liabilities	0.4		0.4
TOTAL LIABILITIES	67.9		66.9
Total stockholders' equity (deficit)	1,426.2		1,400.7
Noncontrolling interests	400.8		413.7
TOTAL EQUITY (DEFICIT)	1,827.0		1,814.4
TOTAL LIABILITIES AND EQUITY (DEFICIT)	1,894.9		1,881.3
Condensed Consolidated Statements of Cash Flows [Abstract]
Net cash flows from operating activities	26.1	36.3
Cash flows from investing activities:
Capital investments	(6.3)	(2.9)
Other investing items, net	(0.2)	(0.8)
Net cash flows from investing activities	(6.5)	(3.7)
Cash flows from financing activities:
Net borrowings under credit facility	0
Redemption of long-term debt	0	0
Debt issuance costs	0	0
Purchase of treasury stock	0	0
Inter-company activity	(4.8)	(8.2)
SunCoke Middletown distributions to noncontrolling interest owners	(27.8)	(9.1)
Other financing items, net	0	0.7
Net cash flows from financing activities	(32.6)	(16.6)
Net increase (decrease) in cash and cash equivalents	(13.0)	16.0
Cash and cash equivalents, beginning of period	28.5	23.4
Cash and cash equivalents, end of period	15.5	39.4
Eliminations [Member]
Condensed Consolidated Statements of Comprehensive Income (Loss) [Abstract]
Net sales	(124.2)	(130.7)
Cost of products sold (exclusive of items shown separately below)	(117.2)	(121.7)
Selling and administrative expenses (exclusive of items shown separately below)	(10.6)	(10.2)
Depreciation	0	0
Pension and OPEB expense (income)	0	0
Total operating costs	(127.8)	(131.9)
Operating profit (loss)	3.6	1.2
Interest expense	0	0
Other income (expense)	0	0
Income (loss) before income taxes	3.6	1.2
Income tax expense (benefit)	1.4	0.5
Equity in net income (loss) of subsidiaries	73.6	(1.2)
Net income (loss)	75.8	(0.5)
Less: Net income attributable to noncontrolling interests	0	0
Net income (loss) attributable to AK Steel Holding Corporation	75.8	(0.5)
Other comprehensive income (loss)	24.2	20.8
Comprehensive income (loss) attributable to AK Steel Holding Corporation	100.0	20.3
Current assets:
Cash and cash equivalents	0	0
Accounts receivable, net	(22.4)		(28.3)
Inventory, net	(7.5)		(11.1)
Deferred tax assets, current	0		0
Other current assets	0		0
Total current assets	(29.9)		(39.4)
Property, plant and equipment	0		0
Accumulated depreciation	0		0
Property, plant and equipment, net	0		0
Other non-current assets:
Investment in Magnetation LLC	0		0
Investment in affiliates	1,492.3		1,378.6
Inter-company accounts	24.5		31.9
Other non-current assets	0		0
TOTAL ASSETS	1,486.9		1,371.1
Current liabilities:
Accounts payable	(0.7)		(0.6)
Accrued liabilities	0		0
Current portion of long-term debt	0		0
Current portion of pension and other postretirement benefit obligations	0		0
Total current liabilities	(0.7)		(0.6)
Non-current liabilities:
Long-term debt	0		0
Pension and other postretirement benefit obligations	0		0
Other non-current liabilities	0		0
TOTAL LIABILITIES	(0.7)		(0.6)
Total stockholders' equity (deficit)	1,487.6		1,371.7
Noncontrolling interests	0		0
TOTAL EQUITY (DEFICIT)	1,487.6		1,371.7
TOTAL LIABILITIES AND EQUITY (DEFICIT)	1,486.9		1,371.1
Condensed Consolidated Statements of Cash Flows [Abstract]
Net cash flows from operating activities	(7.4)	(12.3)
Cash flows from investing activities:
Capital investments	0	0
Other investing items, net	0	0
Net cash flows from investing activities	0	0
Cash flows from financing activities:
Net borrowings under credit facility	0
Redemption of long-term debt	0	0
Debt issuance costs	0	0
Purchase of treasury stock	0	0
Inter-company activity	7.4	12.3
SunCoke Middletown distributions to noncontrolling interest owners	0	0
Other financing items, net	0	0
Net cash flows from financing activities	7.4	12.3
Net increase (decrease) in cash and cash equivalents	0	0
Cash and cash equivalents, beginning of period	0	0
Cash and cash equivalents, end of period	$ 0	$ 0
Senior Secured Notes Due December 2018 [Member]
Condensed Financial Statements, Captions [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	8.75%
Senior Notes Due May 2020 [Member]
Condensed Financial Statements, Captions [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	7.625%
Senior Notes Due April 2022 [Member]
Condensed Financial Statements, Captions [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	8.375%
Exchangeable Senior Notes Due November 2019 [Member]
Condensed Financial Statements, Captions [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	5.00%

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Pension and Other Postretirement Benefits (Notes)

3 Months Ended

Mar. 31, 2014

General Discussion of Pension and Other Postretirement Benefits [Abstract]

Pension and Other Postretirement Benefits

Pension and Other Postretirement Benefits

The Company provides noncontributory pension and various healthcare and life insurance benefits to most employees and retirees. The pension plan is not fully funded. The Company expects to contribute $196.5 to the master pension trust during 2014.  Of this total, $41.3 was made in the three months endedMarch 31, 2014 and $71.1 was made in April 2014, leaving $84.1 to be made during the third quarter of 2014.

Net periodic benefit cost (income) for pension and other postretirement benefits were as follows:

	Three Months Ended March 31,
	2014			2013
Pension Benefits
Service cost	$	0.4		$	0.6
Interest cost	36.7			34.7
Expected return on assets	(50.7		)	(45.9		)
Amortization of prior service cost	1.0			0.9
Amortization of (gain) loss	(0.5		)	6.8
Net periodic benefit cost (income)	$	(13.1	)	$	(2.9	)
Other Postretirement Benefits
Service cost	$	1.0		$	1.2
Interest cost	5.0			5.3
Amortization of prior service cost (credit)	(18.3		)	(20.0		)
Amortization of (gain) loss	(0.3		)	0.5
Net periodic benefit cost (income)	$	(12.6	)	$	(13.0	)

During the first quarter of 2014, the Company performed a remeasurement of an unfunded supplemental retirement plan as a result of lump sum benefit payments made to retired participants. The related settlement gain had a minimal effect on net periodic pension benefit income.

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Environmental and Legal Contingencies (Notes)

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Environmental and Legal Contingencies

Environmental and Legal Contingencies

Environmental Contingencies

AK Steel and its predecessors have been conducting steel manufacturing and related operations since 1900. Although the Company believes its operating practices have been consistent with prevailing industry standards during this time, hazardous materials may have been released in the past at one or more operating sites or third-party sites, including operating sites that the Company no longer owns. To the extent reasonably estimable, the Company has estimated potential remediation expenditures for those sites where future remediation efforts are probable based on identified conditions, regulatory requirements or contractual obligations arising from the sale of a business or facility. In the case of sites involving governmentally-required investigations, an estimate of potential remediation expenditures is typically made only after the investigation is complete and the nature and scope of the remediation is better understood. In general, the material components of these accruals include the costs associated with investigations, delineations, risk assessments, remedial work, governmental response and oversight costs, site monitoring, and preparation of reports to the appropriate environmental agencies. Liabilities recorded on the Company’s Condensed Consolidated Balance Sheets for such estimated probable costs relating to environmental matters are presented below:

	March 31, 2014		December 31, 2013
Accrued liabilities	$	8.7	$	9.5
Other non-current liabilities	34.5		34.1

The ultimate costs to the Company with respect to each site cannot be predicted with certainty because of the evolving nature of the investigation and remediation process. Rather, to develop the estimates of the probable costs, the Company must make certain assumptions. The most significant of these assumptions relate to the nature and scope of the work that will be necessary to investigate and remediate a particular site and the cost of that work. Other significant assumptions include the cleanup technology that will be used, whether and to what extent any other parties will participate in paying the investigation and remediation costs, reimbursement of past response and future oversight costs by governmental agencies, and the reaction of the governing environmental agencies to the proposed work plans. Costs of future expenditures are not discounted to their present value. To the extent that the Company has been able to reasonably estimate its future liabilities, the Company does not believe that there is a reasonable possibility that a loss or losses exceeding the amounts accrued will be incurred in connection with the environmental matters discussed below that would, either individually or in the aggregate, have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows. However, since amounts recognized in the consolidated financial statements in accordance with accounting principles generally accepted in the United States exclude potential losses that are not probable or that may not be currently estimable, the ultimate costs of these environmental proceedings may be higher than those currently recorded in the Company’s consolidated financial statements.

Except as expressly noted below, the Company does not currently anticipate any material effect on the Company’s consolidated financial position, results of operations or cash flows as a result of its compliance with current environmental regulations. Moreover, because all domestic steel producers operate under the same set of federal environmental regulations, the Company does not believe that it is disadvantaged relative to its domestic competitors by the need to comply with these regulations. Some foreign competitors may benefit from less stringent environmental requirements in the countries in which they produce, resulting in lower compliance costs and providing those foreign competitors with a cost advantage on their products.

Pursuant to the Resource Conservation and Recovery Act (“RCRA”), which governs the treatment, handling and disposal of hazardous waste, the EPA and authorized state environmental agencies may conduct inspections of RCRA-regulated facilities to identify areas where there have been releases of hazardous waste or hazardous constituents into the environment and may order the facilities to take corrective action to remediate such releases. AK Steel’s major steelmaking facilities are subject to RCRA inspections by environmental regulators. While the Company cannot predict the future actions of these regulators, it is possible that they may identify conditions in future inspections of these facilities which they believe require corrective action.

Under authority conferred by the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the EPA and state environmental authorities have conducted site investigations at certain of AK Steel’s facilities and other third-party facilities, portions of which previously may have been used for disposal of materials that are currently subject to regulation. The results of these investigations are still pending, and AK Steel could be directed to expend funds for remedial activities at the former disposal areas. Because of the uncertain status of these investigations, however, the Company cannot reliably predict whether or when such expenditures might be required, their magnitude or the timeframe during which these potential costs would be incurred.

As previously reported, on July 27, 2001, AK Steel received a Special Notice Letter from the EPA requesting that AK Steel agree to conduct a Remedial Investigation/Feasibility Study (“RI/FS”) and enter into an administrative order on consent pursuant to Section 122 of CERCLA regarding the former Hamilton Plant located in New Miami, Ohio. The Hamilton Plant ceased operations in 1990, and all of its former structures have been demolished and removed. Although AK Steel did not believe that a site-wide RI/FS was necessary or appropriate, in April 2002 it entered into a mutually agreed-upon administrative order on consent to perform such an investigation and study of the Hamilton Plant site. The site-wide investigation portion of the RI/FS has been submitted. A supplemental study is projected to be completed in 2014. AK Steel currently has accrued $0.7 for the remaining cost of the RI/FS. Until the RI/FS is completed, AK Steel cannot reliably estimate the additional costs, if any, associated with any potentially required remediation of the site or the timeframe during which these potential costs would be incurred.

As previously reported, on September 30, 1998, AK Steel’s predecessor, Armco Inc., received an order from the EPA under Section 3013 of RCRA requiring it to develop a plan for investigation of eight areas of Mansfield Works that allegedly could be sources of contamination. A site investigation began in November 2000 and is continuing. AK Steel cannot reliably estimate at this time how long it will take to complete this site investigation. AK Steel currently has accrued approximately $1.1 for the projected cost of the study at Mansfield Works. Until the site investigation is completed, AK Steel cannot reliably estimate the additional costs, if any, associated with any potentially required remediation of the site or the timeframe during which these potential costs would be incurred.

As previously noted, on September 26, 2012, the EPA issued an order under Section 3013 of RCRA requiring the Company to develop a plan for investigation of four areas at AK Steel’s Ashland Works Coke Plant. A site investigation plan was submitted to the EPA on October 25, 2012, revised most recently on October 23, 2013 and conditionally approved by the EPA on April 28, 2014. AK Steel has not yet agreed to all of the conditions imposed by the EPA. AK Steel cannot reliably estimate at this time how long it will take to complete the site investigation. AK Steel currently has accrued approximately $0.5 for the projected cost of the investigation. Until the site investigation is completed, AK Steel cannot reliably estimate the additional costs, if any, associated with any potentially required remediation of the site or the timeframe during which these potential costs would be incurred.

As previously reported, on August 3, 2011, September 29, 2011, and June 28, 2012, the EPA issued Notice of Violations (“NOV”) with respect to the coke plant at AK Steel’s Middletown Works alleging violations of pushing and combustion stack limits. The Company is investigating these claims and is working with the EPA to attempt to resolve them. AK Steel believes it will reach a settlement in this matter, but it cannot be certain that a settlement will be reached and cannot reliably estimate at this time how long it will take to reach a settlement or what all of its terms might be. AK Steel will vigorously contest any claims which cannot be resolved through a settlement. Until it has reached a settlement with the EPA or the claims that are the subject of the NOVs are otherwise resolved, AK Steel cannot reliably estimate the costs, if any, associated with any potentially required operational changes at the battery or the timeframe over which any potential costs would be incurred.

As previously reported, on July 15, 2009, AK Steel and the Pennsylvania Department of Environmental Protection (“PADEP”) entered into a Consent Order and Agreement (the “Consent Order”) to resolve an alleged unpermitted discharge of wastewater from the closed Hillside Landfill at the former Ambridge Works. Under the terms of the Consent Order, AK Steel paid a penalty and also agreed to implement various corrective actions, including an investigation of the area where activities were conducted regarding the landfill, submission of a plan to collect and treat surface waters and seep discharges, and upon approval from PADEP, implementation of that plan. The Company has accrued approximately $2.2 for the current phase of remedial work required under the Consent Order. However, the design plan for this phase has not yet been developed or approved. Until that design plan is approved, the Company cannot reliably determine the actual cost of this phase, but it is expected to be at least the amount of the current accrual. The Company currently estimates that the remaining work required for this phase will be completed in 2015, but that estimated timeframe is subject to the potential for delays, such as delays due to work plan approval and/or permitting delays. Additional work in the form of monitoring likely will be required after completion of the current phase, but the Company cannot reliably determine the cost of that work or the timeframe for its completion until the design phase has been approved.

As previously reported, on June 29, 2000, the United States filed a complaint on behalf of the EPA against AK Steel in the U.S. District Court for the Southern District of Ohio (the “Court”), Case No. C-1-00530, for alleged violations of the Clean Air Act, the Clean Water Act and RCRA at the Middletown Works. Subsequently, the State of Ohio, the Sierra Club and the National Resources Defense Council intervened. On May 15, 2006, a Consent Decree in Partial Resolution of Pending Claims (the “Consent Decree”) was entered by the Court. Under the Consent Decree, the Company paid a civil penalty and performed a supplemental environmental project to remove ozone-depleting refrigerants from certain equipment. The Company further agreed to undertake a comprehensive RCRA facility investigation at its Middletown Works and, as appropriate, complete a corrective measures study. In accordance with the Consent Decree, the Company also was required to implement certain RCRA corrective action interim measures to address polychlorinated biphenyls (“PCBs”) in sediments and soils relating to Dicks Creek and certain other specified surface waters, adjacent floodplain areas and other previously identified geographic areas. The Company has completed the remedial activity at Dicks Creek, but continues to work on the RCRA facility investigation and certain interim measures. The Company currently has accrued approximately $13.8 for the cost of known work required under the Consent Decree for the RCRA facility investigation and remaining interim measures.

As previously reported, on October 17, 2012, the EPA issued an NOV and Notice of Intent to File a Civil Administrative Complaint to AK Steel’s Mansfield Works alleging violations of RCRA primarily relating to the Company’s management of electric arc furnace dust at the facility. The Company is investigating these claims and is working with the EPA to attempt to resolve them. The NOV proposed a civil penalty of approximately $0.3. AK Steel believes it will reach a settlement in this matter, but it cannot be certain that a settlement will be reached and cannot reliably estimate at this time how long it will take to reach a settlement or what all of its terms might be. AK Steel will vigorously contest any claims which cannot be resolved through a settlement.

In addition to the foregoing matters, AK Steel is or may be involved in proceedings with various regulatory authorities that may require AK Steel to pay fines, comply with more rigorous standards or other requirements or incur capital and operating expenses for environmental compliance. The Company believes that the ultimate disposition of the proceedings will not have, individually or in the aggregate, a material adverse effect on its consolidated financial condition, results of operations or cash flows.

Legal Contingencies

As previously reported, since 1990, AK Steel (or its predecessor, Armco Inc.) has been named as a defendant in numerous lawsuits alleging personal injury as a result of exposure to asbestos. The great majority of these lawsuits have been filed on behalf of people who claim to have been exposed to asbestos while visiting the premises of a current or former AK Steel facility. The majority of asbestos cases pending in which AK Steel is a defendant do not include a specific dollar claim for damages. In the cases that do include specific dollar claims for damages, the complaint typically includes a monetary claim for compensatory damages and a separate monetary claim in an equal amount for punitive damages, and does not attempt to allocate the total monetary claim among the various defendants.

Information on asbestos cases pending at March 31, 2014 is presented below:

	Asbestos Cases Pending at
	March 31, 2014
Cases with specific dollar claims for damages:
Claims up to $0.2	121
Claims above $0.2 to $5.0	6
Claims above $5.0 to $15.0	2
Claims above $15.0 to $20.0	2
Total claims with specific dollar claims for damages (a)	131
Cases without a specific dollar claim for damages	304
Total asbestos cases pending	435

(a) Involve a total of 2,339 plaintiffs and 17,487 defendants

In each case, the amount described is per plaintiff against all of the defendants, collectively. Thus, it usually is not possible at the outset of a case to determine the specific dollar amount of a claim against AK Steel. In fact, it usually is not even possible at the outset to determine which of the plaintiffs actually will pursue a claim against AK Steel. Typically, that can only be determined through written interrogatories or other discovery after a case has been filed. Thus, in a case involving multiple plaintiffs and multiple defendants, AK Steel initially only accounts for the lawsuit as one claim against it. After AK Steel has determined through discovery whether a particular plaintiff will pursue a claim against it, it makes an appropriate adjustment to statistically account for that specific claim. It has been AK Steel’s experience to date that only a small percentage of asbestos plaintiffs ultimately identify AK Steel as a target defendant from whom they actually seek damages and most of these claims ultimately are either dismissed or settled for a small fraction of the damages initially claimed. Set forth below is a chart showing the number of new claims filed (accounted for as described above), the number of pending claims disposed of (i.e., settled or otherwise dismissed), and the approximate net amount of dollars paid on behalf of AK Steel in settlement of asbestos-related claims in the three months endedMarch 31, 2014 and 2013.

	Three Months Ended March 31,
	2014		2013
New Claims Filed	13		11
Pending Claims Disposed Of	14		20
Total Amount Paid in Settlements	$	0.3	$	0.7

Since the onset of asbestos claims against AK Steel in 1990, five asbestos claims against it have proceeded to trial in four separate cases. All five concluded with a verdict in favor of AK Steel. AK Steel intends to continue to vigorously defend the asbestos claims asserted against it. Based upon its present knowledge, and the factors set forth above, the Company believes it is unlikely that the resolution in the aggregate of the asbestos claims against AK Steel will have a materially adverse effect on the Company’s consolidated results of operations, cash flows or financial condition. However, predictions as to the outcome of pending litigation, particularly claims alleging asbestos exposure, are subject to substantial uncertainties. These uncertainties include (1) the significantly variable rate at which new claims may be filed, (2) the effect of bankruptcies of other companies currently or historically defending asbestos claims, (3) the uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, (4) the type and severity of the disease alleged to be suffered by each claimant, and (5) the potential for enactment of legislation affecting asbestos litigation.

As previously reported, on October 20, 2009, William Schumacher filed a purported class action against the AK Steel Corporation Retirement Accumulation Pension Plan, or AK RAPP, and the AK Steel Corporation Benefit Plans Administrative Committee in the United States District Court for the Southern District of Ohio, Case No. 1:09cv794. The complaint alleged that the method used under the AK RAPP to determine lump sum distributions does not comply with ERISA and the Internal Revenue Code and resulted in underpayment of benefits to him and the other class members. The plaintiff and the other individuals on whose behalf the plaintiff filed suit were excluded by the Court in 2005 from similar litigation previously reported and now resolved (the class action litigation filed January 2, 2002 by John D. West) based on previous releases of claims they had executed in favor of the Company. There were a total of 92 individuals who were excluded from the prior litigation. On January 24, 2011, this case was certified as a class action. On November 13, 2013, the District Court entered final judgment in the amount of $4.4, including pre-judgment and post-judgment interest. That judgment was paid on November 21, 2013 from the Company’s pension trust. On October 14, 2013, plaintiffs’ counsel filed a motion requesting an award of attorney fees of $1.3. By order dated February 4, 2014, the court granted in part and denied in part the motion filed by plaintiffs’ counsel seeking an award of fees. As part of the order, the court directed the defendants to pay to plaintiffs’ counsel statutory fees in the amount of approximately $0.6. The award of attorney fees was paid out of the Company’s pension trust on March 6, 2014. Following that payment, the parties filed an agreed notice of satisfaction of judgment on March 20, 2014. With that filing, this matter is now concluded.

As previously reported, in September and October 2008, several companies filed purported class actions in the United States District Court for the Northern District of Illinois against nine steel manufacturers, including AK Holding. The case numbers for these actions are 08CV5214, 08CV5371, 08CV5468, 08CV5633, 08CV5700, 08CV5942 and 08CV6197. An additional action, case number 10CV04236, was filed in the same federal district court on July 8, 2010. On December 28, 2010, another action, case number 32,321, was filed in state court in the Circuit Court for Cocke County, Tennessee. The defendants removed the Tennessee case to federal court and filed a motion to transfer the case to the Northern District of Illinois. That motion was granted on March 28, 2012. The plaintiffs in the various pending actions are companies which claim to have purchased steel products, directly or indirectly, from one or more of the defendants and they purport to file the actions on behalf of all persons and entities who purchased steel products for delivery or pickup in the United States from any of the named defendants at any time from at least as early as January 2005. The complaints allege that the defendant steel producers have conspired in violation of antitrust laws to restrict output and to fix, raise, stabilize and maintain artificially high prices with respect to steel products in the United States. Discovery has commenced but only with respect to issues relating to class certification. On May 24, 2012, the direct purchaser plaintiffs filed a motion for class certification. On February 28, 2013, the defendants filed a memorandum in opposition to the motion for class certification and motions to exclude the opinions of the plaintiffs’ experts. An evidentiary hearing on the motion for class certification and the motions to exclude the opinions of the plaintiffs’ experts was held commencing on March 15, 2014. No trial date has been set. Prior to that hearing, AK Holding reached an agreement with the direct purchaser plaintiffs to tentatively settle the claims asserted against AK Holding, subject to certain court approvals set forth below. Pursuant to that settlement, AK Holding agreed to pay $5.8 to the plaintiff class of direct purchasers in exchange for a complete release of all claims from the members of that class. AK Holding continues to believe that the claims asserted against it lack any merit, but it elected to enter into the settlement in order to avoid the ongoing expense of defending itself in this protracted and expensive antitrust litigation. The tentative settlement received preliminary approval by the court on April 11, 2014. Following such preliminary approval, notice of the proposed settlement will be provided to members of the settlement class, followed by a fairness hearing. In order to become final, the settlement must receive a second approval by the court following that fairness hearing. In light of the progress of the settlement negotiations during the first quarter of 2014, the Company recorded a charge in the amount of the tentative settlement with the direct purchaser plaintiff class. At this stage, the Company does not have adequate information available to determine that a loss is probable or to reliably or accurately estimate its potential loss, if any, with respect to the remaining indirect purchaser plaintiff class. Because the Company has been unable to determine that a potential loss in this case with respect to such indirect purchasers is probable or estimable, it has not recorded an accrual related to this matter for them. In the event that the Company’s assumptions used to evaluate whether a loss in this matter is either probable or estimable with respect to the indirect purchaser plaintiff class prove to be incorrect or change in future periods, the Company may be required to record a charge for the indirect purchaser plaintiff class at a later date. Moreover, in the event that the settlement with the direct purchaser class does not receive final approval from the court, the settlement with that putative class of plaintiffs would be void and the parties then would continue to litigate the direct purchaser claims. Under such circumstances, the Company would continue to contest this matter vigorously and the potential liability of the Company in this matter could be more or less than the amount of the current accrual relating to the direct purchaser plaintiffs.

As previously reported, on December 31, 2009, Heritage Coal Company LLC, Patriot Coal Corporation and Pine Ridge Coal Company (collectively, “Heritage Coal”) filed a third-party complaint against AK Steel in the Circuit Court of Boone County, West Virginia, naming AK Steel as a third-party defendant in 108 separate personal injury actions. Those actions were consolidated for discovery and pretrial proceedings under Civil Action No. 09-C-212. The various plaintiffs in the underlying actions sought damages allegedly caused by groundwater contamination arising out of certain coal mining operations in West Virginia. In its third-party complaint, Heritage Coal seeks a determination of its potential rights of contribution against AK Steel pursuant to a January 20, 1984 Asset Purchase Agreement between Heritage Coal’s predecessor-in-interest, Peabody Coal Company, as buyer, and AK Steel’s predecessor-in-interest, Armco Inc., as seller, for the sale of certain coal real estate and leasehold interests located in West Virginia, which Heritage alleges included property now the subject of the underlying civil actions. On March 28, 2010, AK Steel entered into a tentative settlement agreement with the plaintiffs and Heritage Coal whereby it agreed to pay $0.2 in exchange for a complete release of all claims. The full amount required to be paid pursuant to this settlement on behalf of AK Steel already has been paid into an escrow account. The parties have received formal court approval of the settlement and plaintiffs’ counsel is performing certain administrative tasks necessary to fulfill the settlement, which are expected to be completed in the near future. The settlement resolves all of the claims raised by Heritage Coal in the third-party complaint and also releases AK Steel from any claims by the plaintiffs in the underlying actions. AK Steel considers this matter to be concluded.

As previously reported, on January 20, 2010, ArcelorMittal France and ArcelorMittal Atlantique et Lorraine (collectively “ArcelorMittal”) filed an action against AK Steel (and two other steel manufacturers) in the United States District Court for the District of Delaware, Case No. 10-050-SLR. The complaint alleges that AK Steel is infringing the claims of U.S. Patent No. 6,296,805 (the “Patent”) in making pre-coated cold-rolled boron steel sheet and seeks injunctive relief and unspecified compensatory damages. On March 4, 2010, AK Steel filed an answer in which it denied ArcelorMittal’s claims and raised various affirmative defenses. On that date, AK Steel also filed counterclaims against ArcelorMittal for a declaratory judgment that AK Steel is not infringing the Patent and that the Patent is invalid. Subsequently, the trial court bifurcated the issues of liability and damages. The case proceeded with a trial to a jury on the issue of liability during the week of January 15, 2011. The jury returned a verdict that AK Steel did not infringe the Patent and that the Patent was invalid. Judgment subsequently was entered in favor of AK Steel and ArcelorMittal filed an appeal with the United States Court of Appeals for the Federal Circuit. On November 30, 2012, the Court of Appeals issued a decision confirming that AK Steel had prevailed on the key claim related to patent infringement and affirming the basis for the jury finding of no infringement. The Court of Appeals reversed, however, certain findings related to the validity of the Patent and remanded the case to the trial court for further proceedings. On January 30, 2013, ArcelorMittal filed a motion for rehearing with the Court of Appeals. On March 20, 2013, the Court of Appeals denied ArcelorMittal’s motion for rehearing. The case then was remanded to the trial court for further proceedings. On April 16, 2013, pursuant to a petition previously filed by ArcelorMittal and ArcelorMittal USA LLC, the U.S. Patent and Trademark Office reissued the Patent as U.S. Reissue Patent RE44,153 (the “Reissued Patent”). Also on April 16, 2013, ArcelorMittal filed a second action against AK Steel in the United States District Court for the District of Delaware, Case No. 1:13-cv-00685 (the “Second Action”). The complaint filed in the Second Action alleges that AK Steel is infringing the claims of the Reissued Patent and seeks injunctive relief and unspecified compensatory damages. On April 23, 2013, AK Steel filed a motion to dismiss key elements of the complaint filed in the Second Action. In addition, the parties briefed related non-infringement and claims construction issues in the original action. On October 25, 2013, the District Court granted summary judgment in favor of AK Steel, confirming that AK Steel’s product does not infringe the original Patent or the Reissued Patent. The Court further ruled that ArcelorMittal’s Reissued Patent was invalid due to ArcelarMittal’s deliberate violation of a statutory prohibition on broadening a patent through reissue more than two years after the original Patent was granted and that the original Patent had been surrendered when the Reissued Patent was issued and thus is no longer in effect. Final Judgment was entered on October 31, 2013. On November 6, 2013, ArcelorMittal filed a motion to clarify or, in the alternative, to alter or amend the October 31, 2013 judgment. The defendants opposed the motion. On December 5, 2013, the court issued a memorandum and order denying the motion and entering final judgment in favor of defendants, including AK Steel, and against ArcelorMittal, specifically ruling that all claims of ArcelorMittal’s Reissued Patent are invalid as violative of 35 U.S.C. §251(d). On December 30, 2013, ArcelorMittal filed notices of appeal to the Federal Circuit Court of Appeals and the parties are in the process of preparing and submitting briefs to the appellate court. AK Steel intends to continue to contest this matter vigorously. At this time, the Company has not made a determination that a loss is probable and it does not have adequate information to reliably or accurately estimate its potential loss in the event that ArcelorMittal were to prevail in its appeal in this dispute. Because the Company has been unable to determine that the potential loss in this case is probable or estimable, it has not recorded an accrual related to this matter. In the event that the Company’s assumptions used to evaluate whether a loss in this matter is either probable or estimable prove to be incorrect or change in future periods, the Company may be required to record a liability for an adverse outcome.

Trade Cases

As previously reported, on June 1, 2009, the Chinese Ministry of Commerce (“MOFCOM”) initiated antidumping and countervailing duty investigations of imports of grain-oriented electrical steel (“GOES”) from Russia and the United States. China initiated the investigations based on a petition filed by two Chinese steelmakers. These two steelmakers alleged that AK Steel and Allegheny Technologies Inc. of the United States and Novolipetsk Steel of Russia exported GOES to China at less than fair value, and that the production of GOES in the United States has been subsidized by the U.S. government. On December 9, 2009, MOFCOM issued its preliminary determination that GOES producers in the United States and Russia had been dumping in the China market and that GOES producers in the United States had received subsidies from the U.S. government. The Chinese authorities imposed provisional additional duties on future imports of GOES from Russia and/or the United States to China. On or about April 10, 2010, MOFCOM issued a final determination of dumping and subsidization against GOES producers in the United States and Russia. On September 16, 2010, the Office of the United States Trade Representative (“USTR”) filed a complaint with the World Trade Organization (the “WTO”) against China for violating the WTO’s rules by imposing antidumping and countervailing duties against imports of GOES from the United States. After conducting several rounds of hearings, on June 15, 2012, a panel (“the Panel”) composed by the WTO to decide the case issued its final decision in the case. In its decision, the Panel concluded that MOFCOM imposed antidumping and countervailing duties on imports of GOES from the United States in a manner that was inconsistent with China’s WTO obligations. On July 20, 2012, China filed an appeal of the Panel’s decision to the WTO Appellate Body. On October 18, 2012, the Appellate Body upheld the decisions of the Panel. On November 16, 2012, the WTO Dispute Settlement Body adopted the decisions of the Panel. Subsequently, a WTO Arbitrator determined that China should implement the WTO decision by July 31, 2013. In its final determination issued on July 31, 2013, MOFCOM reduced the countervailing duty rate applicable to AK Steel from 11.7 percent to 3.4 percent and determined that the antidumping duty rate applicable to AK Steel will remain at 7.8 percent, for a total of 11.2 percent. AK Steel does not believe that China has remedied the flaws that the WTO identified in MOFCOM’s material injury finding. In late February, 2014, at USTR’s request, the WTO Dispute Settlement Body announced its decision to form a panel to investigate China's failure to implement the WTO’s recommendations and rulings. AK Steel also has urged USTR to ask that WTO Dispute Settlement Body for permission to impose trade sanctions. AK Steel intends to continue to fully support the USTR in this matter.

On September 18, 2013, AK Steel, along with another domestic producer and the United Steelworkers, filed trade cases against imports of GOES from seven countries. Antidumping (“AD”) petitions were filed against China, the Czech Republic, Germany, Japan, Poland, Russia and South Korea and a countervailing duty (“CVD”) petition was filed against China charging that unfairly traded imports of GOES from those seven countries are causing material injury to the domestic industry. The United States Department of Commerce (“DOC”) initiated the cases on October 24, 2013. On November 19, 2013, the International Trade Commission (“ITC”) made a preliminary determination that there is a reasonable indication that GOES imports caused or threaten to cause material injury. On March 5, 2014, the DOC preliminarily determined that GOES imports from China benefit from subsidies by the Government of China, resulting in a preliminary CVD rate of 49.15 percent of the value of the GOES imports. As a result of its preliminary affirmative determination, DOC will instruct U.S. Customs and Border Protection to require cash deposits on imports of GOES based on the CVD preliminary rates. The DOC is expected to make preliminary determinations with regard to dumping in the second quarter of 2014, at which point the DOC may impose preliminary dumping duties. If preliminary dumping duties are imposed, covered importers would be required to pay cash deposits to the U.S. Government covering those duties beginning as of the date of the preliminary determination. Those preliminary duties would remain in effect until final determinations are issued. The entire investigation is expected to take approximately one year, with final determinations of whether there have been dumping, subsidization, and injury likely occurring in the fall of 2014.

On September 30, 2013, AK Steel filed trade cases against imports of non-oriented electrical steel (“NOES”) from six countries. AD petitions were filed against China, Germany, Japan, South Korea, Sweden and Taiwan and CVD petitions were filed against China, South Korea and Taiwan charging that unfairly traded imports of NOES from those six countries are causing material injury to the domestic industry. The DOC initiated the cases on November 7, 2013. On December 3, 2013, the ITC made a preliminary determination that there is a reasonable indication that NOES imports caused or threaten to cause material injury. On March 19, 2014, the DOC issued preliminary determinations with respect to AK Steel’s CVD petitions against China, South Korea and Taiwan. The DOC preliminarily determined that NOES imports from China benefit from subsidies by the Government of China, resulting in a preliminary CVD rate of 125.83 percent of the value of the NOES imports. With respect to South Korea, the DOC calculated a de minimis preliminary CVD rate, resulting in a preliminary negative determination for South Korea. With respect to Taiwan, the DOC preliminarily determined that certain NOES imports from Taiwan benefit from subsidies by the Government of Taiwan, resulting in (a) a preliminary CVD rate of 12.82 percent for Leicong Industrial Company, Ltd., (b) a de minimis preliminary CVD rate for China Steel Corporation and certain of its affiliates, and (c) a preliminary CVD rate of 6.41 percent for all other producers. As a result of the preliminary affirmative determinations for China and Taiwan, the DOC will instruct U.S. Customs and Border Protection to require cash deposits on imports of NOES based on these preliminary CVD rates. Because of the negative preliminary determination for South Korea, no cash deposit will be required for imports of NOES from South Korea. The DOC is expected make preliminary determinations with regard to dumping in the second quarter of 2014, at which point DOC may impose preliminary duties. If preliminary dumping duties are imposed, covered importers would be required to pay cash deposits covering the preliminary dumping duties to the U.S. Government beginning as of the date of the preliminary determination. Those preliminary duties would remain in effect until final determinations are issued. The entire investigation is expected to take approximately one year, with final determinations of whether there have been dumping, subsidization, and injury likely occurring in the fall of 2014.

Other Contingencies

In addition to the matters discussed above, there are various pending and potential claims against AK Steel and its subsidiaries involving product liability, commercial, employee benefits and other matters arising in the ordinary course of business. Because of the considerable uncertainties which exist with respect to any claim, it is difficult to reliably or accurately estimate what would be the amount of a loss in the event that a claimant(s) were to prevail. In the event that material assumptions or factual understandings relied upon by the Company to evaluate its exposure with respect to these contingencies prove to be inaccurate or otherwise change in the future, the Company may be required to record a liability for an adverse outcome. To the extent, however, that the Company has been able to reasonably evaluate its potential future liabilities with respect to all of these contingencies, including those described more specifically above, it is the Company’s opinion, unless otherwise noted, that the ultimate liability resulting from these contingencies, individually and in the aggregate, should not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

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Share-based Compensation (Notes)

3 Months Ended

Mar. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-based Compensation

Share-based Compensation

AK Holding’s Stock Incentive Plan permits the granting of nonqualified stock option, restricted stock, performance share and restricted stock unit awards to Directors, officers and other employees of the Company. The following table summarizes information about share-based compensation expense, which the Company has estimated will be $8.7 for 2014:

	Three Months Ended March 31,
Share-based Compensation Expense	2014		2013
Stock options	$	1.0	$	0.9
Restricted stock	1.9		1.7
Restricted stock units issued to Directors	0.3		0.2
Performance shares	0.8		1.1
Total share-based compensation expense	$	4.0	$	3.9

The Company granted stock options on 440,000 shares during the three months ended March 31, 2014, at a weighted-average fair value of $3.54 per share of stock option. There have been no options exercised in 2014.

The Company granted restricted stock awards of 428,700 shares during the three months ended March 31, 2014, at a weighted-average fair value of $6.72 per share. The total intrinsic value of restricted stock awards that vested (i.e., restrictions lapsed) during the three months ended March 31, 2014 was $2.6.

The Company granted performance share awards of 512,400 shares during the three months ended March 31, 2014, at a weighted-average fair value of $6.40 per share.

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Earnings per share

	Three Months Ended March 31,
	2014			2013
Net income (loss) attributable to AK Steel Holding Corporation	$	(86.1	)	$	(9.9	)
Less: distributed earnings to common stockholders and holders of certain stock compensation awards	—			—
Undistributed earnings (loss)	$	(86.1	)	$	(9.9	)
Common stockholders earnings—basic and diluted:
Distributed earnings to common stockholders	$	—		$	—
Undistributed earnings (loss) to common stockholders	(85.8		)	(9.8		)
Common stockholders earnings (loss)—basic and diluted	$	(85.8	)	$	(9.8	)
Common shares outstanding (weighted-average shares in millions):
Common shares outstanding for basic earnings per share	136.1			135.7
Effect of exchangeable debt	—			—
Effect of dilutive stock-based compensation	—			—
Common shares outstanding for diluted earnings per share	136.1			135.7
Basic and diluted earnings per share:
Distributed earnings	$	—		$	—
Undistributed earnings (loss)	(0.63		)	(0.07		)
Basic and diluted earnings (loss) per share	$	(0.63	)	$	(0.07	)
Potentially issuable common shares (in millions) excluded from earnings per share calculation due to anti-dilutive effect	7.9			2.4

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Comprehensive Income (Loss) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Schedule of Accumulated Comprehensive Income [Line Items]
Balance at beginning of period	$ 4.7		$ 3.5
Other comprehensive income (loss):
Foreign currency translation gain (loss)	0		(1.1)
Balance at end of period	4.7		2.4
Cash flow hedges
Balance at beginning of period	18.3		31.7
Other comprehensive income (loss):
Gains (losses) arising in period	1.9		(3.0)
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax	0		0
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax	1.9		(3.0)
Reclassification of losses (gains) to net income (loss):
Reclassification of losses (gains) to net income (loss)	(2.7)		(3.9)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax	0		0
Net amount of reclassification of losses (gains) to net income (loss)	(2.7)		(3.9)
Total other comprehensive income (loss), net of tax	(0.8)		(6.9)
Balance at end of period	17.5		24.8
Unrealized holding gains (losses) on securities
Balance at beginning of period	0.4		0.3
Other comprehensive income (loss):
Unrealized holding gains (losses) arising in period	0		0.1
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Tax	0		0
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax	0		0.1
Balance at end of period	0.4		0.4
Pension and OPEB plans
Balance at beginning of period	300.0		(34.4)
Other comprehensive income (loss):
Gains (losses) arising in period	(5.3)		0
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, before Reclassification Adjustments, Tax	0		0
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments, Net of Tax	(5.3)		0
Reclassification to net income (loss):
Prior service costs (credits)	(17.3)		(19.1)
Actuarial (gains) losses	(0.8)		7.3
Subtotal - pension and OPEB plans, reclassification to net income (loss)	(18.1)		(11.8)
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, Tax	0		0
Amount of reclassification to net income (loss), net of tax	(18.1)		(11.8)
Total other comprehensive income (loss), net of tax	(23.4)		(11.8)
Balance at end of period	276.6		(46.2)
Sales [Member] | Hot Roll Carbon Steel Coils [Member]
Reclassification of losses (gains) to net income (loss):
Reclassification of losses (gains) to net income (loss)	0	[1]	(0.4)	[1]
Cost of Products Sold [Member] | Other Commodity Contracts [Member]
Reclassification of losses (gains) to net income (loss):
Reclassification of losses (gains) to net income (loss)	(2.7)	[2]	(3.5)	[2]
Pension and OPEB Expense (Income) [Member]
Reclassification to net income (loss):
Prior service costs (credits)	(17.3)	[3]	(19.1)	[3]
Actuarial (gains) losses	$ (0.8)	[3]	$ 7.3	[3]

[1] Amounts are included in net sales on the Condensed Consolidated Statements of Operations.

[2] Amounts are included in cost of products sold on the Condensed Consolidated Statements of Operations.

[3] Amounts are included in pension and OPEB expense (income) on the Condensed Consolidated Statements of Operations.

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Derivative Instruments and Hedging Activities (Notes)

3 Months Ended

Mar. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

The Company is subject to fluctuations of exchange rates on a portion of intercompany receivables that are denominated in foreign currencies and uses forward currency contracts to manage exposures to certain of these currency price fluctuations. These contracts have not been designated as hedges for accounting purposes and gains or losses are reported in earnings on a current basis in other income (expense).

The Company is exposed to fluctuations in market prices of raw materials and energy sources, as well as to the effect of market prices on the sale of certain commodity steel (hot roll carbon steel coils). The Company may use cash-settled commodity price swaps and options (including collars) to hedge the market risk associated with the purchase of certain of its raw materials and energy requirements and the sale of hot roll carbon steel coils. These derivatives are typically used with respect to a portion of the Company’s natural gas, nickel, iron ore, aluminum, zinc and electricity requirements. The Company’s hedging strategy is designed to mitigate the effect on earnings from the price volatility of these various commodity exposures. Independent of any hedging activities, price changes in any of these commodity markets could negatively affect operating costs or selling prices.

All commodity derivatives are marked to market and recognized as an asset or liability at fair value. The effective gains and losses for commodity derivatives designated as cash flow hedges of forecasted purchases of raw materials and energy sources are recorded in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets and reclassified into cost of products sold in the same period as the earnings recognition of the associated underlying transaction. The effective gains and losses for hot roll carbon steel coils derivatives designated as cash flow hedges of forecasted sales are recorded in accumulated other comprehensive income on the Consolidated Balance Sheets and reclassified into net sales in the same period as the earnings recognition of the associated underlying transaction. Gains and losses on these designated derivatives arising from either hedge ineffectiveness or related to components excluded from the assessment of effectiveness are recognized in current earnings under cost of products sold or net sales, as appropriate. All gains or losses from derivatives for which hedge accounting treatment has not been elected are also reported in earnings on a current basis in net sales or cost of products sold.

The Company had the following outstanding commodity price swaps and options and forward foreign exchange contracts:

Commodity	March 31, 2014		December 31, 2013
Nickel (in lbs)	643,400		763,300
Natural gas (in MMBTUs)	2,160,000		3,240,000
Zinc (in lbs)	9,000,000		12,000,000
Electricity (in MWHs)	453,800		—
Iron ore (in metric tons)	1,763,900		190,735
Hot roll carbon steel coils (in short tons)	177,900		74,147
Foreign exchange contracts (in euros)	€	12,945,000	€	17,730,000

The following table presents the fair value of derivative instruments in the Condensed Consolidated Balance Sheets:

Asset (liability)	March 31, 2014			December 31, 2013
Derivatives designated as hedging instruments:
Other current assets—commodity contracts	$	2.6		$	2.6
Derivatives not designated as hedging instruments:
Other current assets—commodity contracts	2.2			2.3
Accrued liabilities:
Foreign exchange contracts	(0.1		)	(0.7		)
Commodity contracts	(3.5		)	(0.4		)
Other noncurrent liabilities—commodity contracts	(0.2		)	(0.1		)

The following table presents gains (losses) on derivative instruments included in the Condensed Consolidated Statements of Operations:

	Three Months Ended March 31,
Gain (loss)	2014			2013
Derivatives in cash flow hedging relationships—
Commodity contracts:
Reclassified from accumulated other comprehensive income into net sales (effective portion)	$	—		$	0.4
Reclassified from accumulated other comprehensive income into cost of products sold (effective portion)	2.7			3.5
Recognized in cost of products sold (ineffective portion and amount excluded from effectiveness testing)	—			5.8
Derivatives not designated as hedging instruments:
Foreign exchange contracts—recognized in other income (expense)	0.7			0.6
Commodity contracts:
Recognized in net sales	(3.6		)	0.5
Recognized in cost of products sold	0.2			—

The following table lists the amount of gains (losses) before tax expected to be reclassified into cost of products sold within the next twelve months for the Company’s existing commodity contracts that qualify for hedge accounting, as well as the period of time over which the Company is hedging its exposure to the volatility in future cash flows:

Commodity Hedge	Settlement Dates	Gains (losses)
Natural gas	April 2014 to December 2014	$	2.0
Zinc	April 2014 to December 2014	0.2
Electricity	June 2014 to September 2014	0.1
Iron ore	April 2014 to November 2014	(0.2		)

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Earnings Per Share (Policies)

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Earnings Per Share, Policy

Earnings per share are calculated using the “two-class” method. Under the “two-class” method, undistributed earnings are allocated to both common shares and participating securities. The sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders is divided by the weighted-average number of common shares outstanding during the period. The restricted stock granted by AK Holding is entitled to non-forfeitable dividends, if declared, and meets the criteria of a participating security.

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Treasury Stock (Details)	1 Months Ended
	Jan. 31, 2014
Equity [Abstract]
Treasury Stock, Shares, Retired	13,311,310

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Tax Disclosure [Abstract]
Valuation allowance charge	$ 31.7	$ 1.1

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CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) Parentheticals (USD $)	Mar. 31, 2014	Dec. 31, 2013
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Par Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares, Issued	136,844,563	149,691,388
Common Stock, Shares, Outstanding	136,712,665	136,380,078
Treasury Stock, Shares	131,898	13,311,310

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Investments in Equity Investees (Notes)

3 Months Ended

Mar. 31, 2014

Equity Method Investments and Joint Ventures [Abstract]

Investments in Equity Investees

Investments in Equity Investees

The Company has investments in several businesses accounted for using the equity method of accounting. These investees are Combined Metals of Chicago, LLC (“Combined Metals”), Magnetation LLC (“Magnetation”) and Rockport Roll Shop LLC (“Rockport Roll Shop”), of which the Company has equity ownership of 40.0%, 49.9% and 50.0%, respectively. Cost of products sold includes the Company’s share of income from Combined Metals and Rockport Roll Shop of $2.2 and $1.7 for the three months endedMarch 31, 2014, and 2013, respectively. Included in other income (expense) was the Company’s share of income (loss) related to Magnetation of $(1.3) and $2.3 for the three months endedMarch 31, 2014, and 2013, respectively.

Summarized financial statement data for all investees is presented below.

	Three Months Ended March 31,
	2014		2013
Revenue	$	72.4	$	69.5
Gross profit	24.5		25.2
Net income	5.5		11.1

Magnetation

Magnetation utilizes advanced magnetic separation technology to recover iron ore from existing stockpiles of previously-mined material, such as tailings basins. Magnetation controls substantial volumes of these existing stockpiles, as well as other resources with significant amounts of iron content that could allow it to eventually recover iron ore from traditional mining operations. Traditional mining operations are not currently anticipated to be necessary for the foreseeable future, depending upon factors such as the recovery yield of Magnetation’s concentrate plants and future acquisitions of additional tailings basins and other iron-bearing resources. Through a pellet purchase agreement, AK Steel will have the right to purchase all of the pellets produced by Magnetations’s iron ore pelletizing plant when construction is completed, currently expected to occur in late third quarter or early fourth quarter of 2014.

AK Steel has committed to an investment of capital in Magnetation totaling $297.5. AK Steel has contributed a total of $197.5 for its interest in Magnetation through March 31, 2014 and the remaining $100.0 of contributions are anticipated to occur through the remainder of 2014 with the timing to be determined based on liquidity needs of Magnetation. AK Steel has no legal or contractual obligation to provide further financing to Magnetation beyond the amount mentioned above. As of March 31, 2014, the Company’s carrying cost of the investment exceeded its share of the underlying equity in net assets of Magnetation, recorded using historical carrying amounts, by $95.2. This difference is being amortized through equity in earnings and its amortization is included in the Company’s share of income (loss) amounts above.

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Supplemental Cash Flow Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Dec. 31, 2012
Supplemental cash flow, net cash paid (received) during the period for: [Abstract]
Interest, net of capitalized interest	$ 2.6	$ 1.6
Income taxes	0.1	0.3
Net Cash Provided by (Used in) Operating Activities	(125.0)	(7.0)
Cash and Cash Equivalents, at Carrying Value	31.1	191.8	45.3	227.0
Supplemental cash flow, noncash investing and financing activities [Abstract]
Capital investments	10.3	6.9
Restricted Stock and Restricted Stock Units [Member]
Supplemental cash flow, noncash investing and financing activities [Abstract]
Issuance of restricted stock and restricted stock units	3.1	2.3
Variable Interest Entity, Primary Beneficiary [Member] | SunCoke Middletown [Member]
Supplemental cash flow, net cash paid (received) during the period for: [Abstract]
Net Cash Provided by (Used in) Operating Activities	14.0	23.7
Cash and Cash Equivalents, at Carrying Value	$ 0.4		$ 14.2

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Inventories (Tables)

3 Months Ended

Mar. 31, 2014

Inventory Disclosure [Abstract]

Detail of inventories

	March 31, 2014			December 31, 2013
Finished and semi-finished	$	802.6		$	722.2
Raw materials	280.1			260.9
Total cost	1,082.7			983.1
Adjustment to state inventories at LIFO value	(395.0		)	(396.5		)
Inventory, net	$	687.7		$	586.6

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Supplemental Guarantor Information (Tables)

3 Months Ended

Mar. 31, 2014

Supplemental Guarantor Information [Abstract]

Schedule of Condensed Comprehensive Income (Loss)

Condensed Consolidated Statements of Comprehensive Income (Loss)
Three Months Ended March 31, 2014
	AK Holding			AK Steel			Other Non-Guarantor Subsidiaries		Eliminations			Consolidated Company
Net sales	$	—		$	1,315.1		$	192.6	$	(124.2	)	$	1,383.5
Cost of products sold (exclusive of items shown separately below)	—			1,303.9			148.9		(117.2		)	1,335.6
Selling and administrative expenses (exclusive of items shown separately below)	1.6			58.9			10.3		(10.6		)	60.2
Depreciation	—			42.5			6.2		—			48.7
Pension and OPEB expense (income)	—			(25.7		)	—		—			(25.7		)
Total operating costs	1.6			1,379.6			165.4		(127.8		)	1,418.8
Operating profit (loss)	(1.6		)	(64.5		)	27.2		3.6			(35.3		)
Interest expense	—			31.7			0.5		—			32.2
Other income (expense)	—			(3.8		)	1.9		—			(1.9		)
Income (loss) before income taxes	(1.6		)	(100.0		)	28.6		3.6			(69.4		)
Income tax expense (benefit)	—			(4.6		)	5.0		1.4			1.8
Equity in net income (loss) of subsidiaries	(84.5		)	10.9			—		73.6			—
Net income (loss)	(86.1		)	(84.5		)	23.6		75.8			(71.2		)
Less: Net income attributable to noncontrolling interests	—			—			14.9		—			14.9
Net income (loss) attributable to AK Steel Holding Corporation	(86.1		)	(84.5		)	8.7		75.8			(86.1		)
Other comprehensive income (loss)	(24.2		)	(24.2		)	—		24.2			(24.2		)
Comprehensive income (loss) attributable to AK Steel Holding Corporation	$	(110.3	)	$	(108.7	)	$	8.7	$	100.0		$	(110.3	)

Condensed Consolidated Statements of Comprehensive Income (Loss)
Three Months Ended March 31, 2013
	AK Holding			AK Steel			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Company
Net sales	$	—		$	1,283.7		$	216.8		$	(130.7	)	$	1,369.8
Cost of products sold (exclusive of items shown separately below)	—			1,200.2			173.8			(121.7		)	1,252.3
Selling and administrative expenses (exclusive of items shown separately below)	1.5			50.6			9.7			(10.2		)	51.6
Depreciation	—			43.7			4.9			—			48.6
Pension and OPEB expense (income)	—			(15.9		)	—			—			(15.9		)
Total operating costs	1.5			1,278.6			188.4			(131.9		)	1,336.6
Operating profit (loss)	(1.5		)	5.1			28.4			1.2			33.2
Interest expense	—			30.7			0.3			—			31.0
Other income (expense)	—			(2.1		)	3.9			—			1.8
Income (loss) before income taxes	(1.5		)	(27.7		)	32.0			1.2			4.0
Income tax expense (benefit)	—			(9.7		)	6.4			0.5			(2.8		)
Equity in net income (loss) of subsidiaries	(8.4		)	9.6			—			(1.2		)	—
Net income (loss)	(9.9		)	(8.4		)	25.6			(0.5		)	6.8
Less: Net income attributable to noncontrolling interests	—			—			16.7			—			16.7
Net income (loss) attributable to AK Steel Holding Corporation	(9.9		)	(8.4		)	8.9			(0.5		)	(9.9		)
Other comprehensive income (loss)	(19.7		)	(19.7		)	(1.1		)	20.8			(19.7		)
Comprehensive income (loss) attributable to AK Steel Holding Corporation	$	(29.6	)	$	(28.1	)	$	7.8		$	20.3		$	(29.6	)

Schedule of Condensed Balance Sheet

Condensed Consolidated Balance Sheets
March 31, 2014
	AK Holding			AK Steel			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Company
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	15.6		$	15.5		$	—		$	31.1
Accounts receivable, net	—			452.8			68.5			(22.4		)	498.9
Inventory, net	—			625.7			69.5			(7.5		)	687.7
Deferred tax assets, current	—			70.2			0.2			—			70.4
Other current assets	0.3			34.1			3.8			—			38.2
Total current assets	0.3			1,198.4			157.5			(29.9		)	1,326.3
Property, plant and equipment	—			5,262.3			622.1			—			5,884.4
Accumulated depreciation	—			(3,924.2		)	(115.8		)	—			(4,040.0		)
Property, plant and equipment, net	—			1,338.1			506.3			—			1,844.4
Other non-current assets:
Investment in Magnetation LLC	—			—			186.5			—			186.5
Investment in affiliates	(2,913.8		)	1,421.5			—			1,492.3			—
Inter-company accounts	2,585.3			(3,529.6		)	919.8			24.5			—
Other non-current assets	—			133.4			124.8			—			258.2
TOTAL ASSETS	$	(328.2	)	$	561.8		$	1,894.9		$	1,486.9		$	3,615.4
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—		$	565.4		$	52.7		$	(0.7	)	$	617.4
Accrued liabilities	—			166.1			9.6			—			175.7
Current portion of long-term debt	—			0.6			—			—			0.6
Current portion of pension and other postretirement benefit obligations	—			72.9			0.5			—			73.4
Total current liabilities	—			805.0			62.8			(0.7		)	867.1
Non-current liabilities:
Long-term debt	—			1,657.2			—			—			1,657.2
Pension and other postretirement benefit obligations	—			903.3			4.7			—			908.0
Other non-current liabilities	—			110.1			0.4			—			110.5
TOTAL LIABILITIES	—			3,475.6			67.9			(0.7		)	3,542.8
Total stockholders’ equity (deficit)	(328.2		)	(2,913.8		)	1,426.2			1,487.6			(328.2		)
Noncontrolling interests	—			—			400.8			—			400.8
TOTAL EQUITY	(328.2		)	(2,913.8		)	1,827.0			1,487.6			72.6
TOTAL LIABILITIES AND EQUITY	$	(328.2	)	$	561.8		$	1,894.9		$	1,486.9		$	3,615.4

Condensed Consolidated Balance Sheets
December 31, 2013
	AK Holding			AK Steel			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Company
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	16.8		$	28.5		$	—		$	45.3
Accounts receivable, net	—			492.4			61.1			(28.3		)	525.2
Inventory, net	—			520.0			77.7			(11.1		)	586.6
Deferred tax assets, current	—			69.4			0.2			—			69.6
Other current assets	0.3			43.9			2.3			—			46.5
Total current assets	0.3			1,142.5			169.8			(39.4		)	1,273.2
Property, plant and equipment	—			5,258.4			613.5			—			5,871.9
Accumulated depreciation	—			(3,881.7		)	(110.1		)	—			(3,991.8		)
Property, plant and equipment, net	—			1,376.7			503.4			—			1,880.1
Other non-current assets:
Investment in Magnetation LLC	—			—			187.8			—			187.8
Investment in affiliates	(2,772.4		)	1,393.8			—			1,378.6			—
Inter-company accounts	2,551.1			(3,479.7		)	896.7			31.9			—
Other non-current assets	—			141.0			123.6			—			264.6
TOTAL ASSETS	$	(221.0	)	$	574.3		$	1,881.3		$	1,371.1		$	3,605.7
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—		$	550.5		$	51.9		$	(0.6	)	$	601.8
Accrued liabilities	—			133.6			9.3			—			142.9
Current portion of long-term debt	—			0.8			—			—			0.8
Current portion of pension and other postretirement benefit obligations	—			85.4			0.5			—			85.9
Total current liabilities	—			770.3			61.7			(0.6		)	831.4
Non-current liabilities:
Long-term debt	—			1,506.2			—			—			1,506.2
Pension and other postretirement benefit obligations	—			960.6			4.8			—			965.4
Other non-current liabilities	—			109.6			0.4			—			110.0
TOTAL LIABILITIES	—			3,346.7			66.9			(0.6		)	3,413.0
Total stockholders’ equity (deficit)	(221.0		)	(2,772.4		)	1,400.7			1,371.7			(221.0		)
Noncontrolling interests	—			—			413.7			—			413.7
TOTAL EQUITY	(221.0		)	(2,772.4		)	1,814.4			1,371.7			192.7
TOTAL LIABILITIES AND EQUITY	$	(221.0	)	$	574.3		$	1,881.3		$	1,371.1		$	3,605.7

Schedule of Condensed Cash Flow Statement

Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2014
	AK Holding			AK Steel			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Company
Net cash flows from operating activities	$	(1.3	)	$	(142.4	)	$	26.1		$	(7.4	)	$	(125.0	)
Cash flows from investing activities:
Capital investments	—			(7.5		)	(6.3		)	—			(13.8		)
Other investing items, net	—			7.0			(0.2		)	—			6.8
Net cash flows from investing activities	—			(0.5		)	(6.5		)	—			(7.0		)
Cash flows from financing activities:
Net borrowings under credit facility	—			150.0			—			—			150.0
Redemption of long-term debt	—			(0.2		)	—			—			(0.2		)
Debt issuance costs	—			(3.3		)	—			—			(3.3		)
Purchase of treasury stock	(0.9		)	—			—			—			(0.9		)
Inter-company activity	2.2			(4.8		)	(4.8		)	7.4			—
SunCoke Middletown distributions to noncontrolling interest owners	—			—			(27.8		)	—			(27.8		)
Other financing items, net	—			—			—			—			—
Net cash flows from financing activities	1.3			141.7			(32.6		)	7.4			117.8
Net increase (decrease) in cash and cash equivalents	—			(1.2		)	(13.0		)	—			(14.2		)
Cash and equivalents, beginning of period	—			16.8			28.5			—			45.3
Cash and equivalents, end of period	$	—		$	15.6		$	15.5		$	—		$	31.1

Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2013
	AK Holding			AK Steel			Other Non-Guarantor Subsidiaries			Eliminations			Consolidated Company
Net cash flows from operating activities	$	(1.3	)	$	(29.7	)	$	36.3		$	(12.3	)	$	(7.0	)
Cash flows from investing activities:
Capital investments	—			(13.6		)	(2.9		)	—			(16.5		)
Other investing items, net	—			1.6			(0.8		)	—			0.8
Net cash flows from investing activities	—			(12.0		)	(3.7		)	—			(15.7		)
Cash flows from financing activities:
Redemption of long-term debt	—			(0.2		)	—			—			(0.2		)
Debt issuance costs	—			(1.5		)	—			—			(1.5		)
Purchase of treasury stock	(0.6		)	—			—			—			(0.6		)
Inter-company activity	1.9			(6.0		)	(8.2		)	12.3			—
SunCoke Middletown distributions to noncontrolling interest owners	—			—			(9.1		)	—			(9.1		)
Other financing items, net	—			(1.8		)	0.7			—			(1.1		)
Net cash flows from financing activities	1.3			(9.5		)	(16.6		)	12.3			(12.5		)
Net increase (decrease) in cash and cash equivalents	—			(51.2		)	16.0			—			(35.2		)
Cash and equivalents, beginning of period	—			203.6			23.4			—			227.0
Cash and equivalents, end of period	$	—		$	152.4		$	39.4		$	—		$	191.8

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Fair Value Measurements (Notes)

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The Company measures certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. The hierarchy of those valuation approaches is broken down into three levels based on the reliability of inputs as follows:

• Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

• Level 2 inputs are inputs, other than quoted prices, that are directly or indirectly observable for the asset or liability. Level 2 inputs include model-generated values that rely on inputs either directly observed or readily-derived from available market data sources, such as Bloomberg or other news and data vendors. They include quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates and yield curves observable at commonly quoted intervals or current market) and contractual prices for the underlying financial instrument, as well as other relevant economic factors. Fair values of the Company’s derivative commodity contracts and foreign currency forward contracts are generated using forward prices that are derived from observable futures prices relating to the respective commodity or currency from sources such as the New York Mercantile Exchange (NYMEX) or the London Metal Exchange (LME). In cases where the derivative is an option contract (including caps, floors and collars), the Company’s valuations reflect adjustments made to valuations generated by the derivative’s counterparty. After validating that the counterparty’s assumptions relating to implied volatilities are in line with an independent source for these implied volatilities, the Company discounts these model-generated future values with discount factors designed to reflect the credit quality of the party obligated to pay under the derivative contract. Differing discount rates are applied to different contracts as a function of differing maturities and different counterparties. As of March 31, 2014, a spread over benchmark rates of less than 1.0% was used for derivatives valued as assets and for derivatives valued as liabilities. The Company has estimated the fair value of long-term debt based upon quoted market prices for the same or similar issues or on the current interest rates available to the Company for debt of similar terms and maturities.

• Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. This level of categorization is not applicable to the Company’s valuations on a normal recurring basis other than for an immaterial portion of its pension assets.

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:

	March 31, 2014								December 31, 2013
	Level 1		Level 2			Total			Level 1		Level 2			Total
Assets measured at fair value
Cash and cash equivalents	$	31.1	$	—		$	31.1		$	45.3	$	—		$	45.3
Other current assets:
Commodity hedge contracts	—		4.8			4.8			—		4.9			4.9
Other non-current assets:
Available for sale investments—cash and cash equivalents	11.6		—			11.6			18.6		—			18.6
Assets measured at fair value	$	42.7	$	4.8		$	47.5		$	63.9	$	4.9		$	68.8
Liabilities measured at fair value
Accrued liabilities:
Foreign exchange contracts	$	—	$	(0.1	)	$	(0.1	)	$	—	$	(0.7	)	$	(0.7	)
Commodity hedge contracts	—		(3.5		)	(3.5		)	—		(0.4		)	(0.4		)
Other non-current liabilities—commodity hedge contracts	—		(0.2		)	(0.2		)	—		(0.1		)	(0.1		)
Liabilities measured at fair value	$	—	$	(3.8	)	$	(3.8	)	$	—	$	(1.2	)	$	(1.2	)
Liabilities measured at other than fair value
Long-term debt, including current portions:
Fair value	$	—	$	(1,819.5	)	$	(1,819.5	)	$	—	$	(1,659.9	)	$	(1,659.9	)
Carrying amount	—		(1,657.8		)	(1,657.8		)	—		(1,507.0		)	(1,507.0		)

The carrying amounts of the Company’s other financial instruments do not differ materially from their estimated fair values at March 31, 2014 and December 31, 2013.