0000918160-20-000029.txt : 20200220 0000918160-20-000029.hdr.sgml : 20200220 20200220064759 ACCESSION NUMBER: 0000918160-20-000029 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 122 CONFORMED PERIOD OF REPORT: 20191231 FILED AS OF DATE: 20200220 DATE AS OF CHANGE: 20200220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AK STEEL HOLDING CORP CENTRAL INDEX KEY: 0000918160 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 311401455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13696 FILM NUMBER: 20632497 BUSINESS ADDRESS: STREET 1: 9227 CENTRE POINTE DRIVE CITY: WEST CHESTER STATE: OH ZIP: 45069 BUSINESS PHONE: 5134255000 MAIL ADDRESS: STREET 1: 9227 CENTRE POINTE DRIVE CITY: WEST CHESTER STATE: OH ZIP: 45069 10-K 1 form10-k2019.htm 10-K Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒    Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2019
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, including zip code)
Registrant’s telephone number, including area code: (513) 425-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class 
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock $0.01 Par Value
AKS
The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☒  No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes  ☐ No  ☒

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 such filing requirements for the past 90 days.  Yes  ☒  No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.  Yes  ☒  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
☐
 
Non-accelerated filer
☐
Smaller reporting company
☐
 
Emerging growth company
☐
 
 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934.  Yes  ☐  No  ☒

Aggregate market value of the registrant’s voting stock held by non-affiliates at June 30, 2019: $743,645,887
There were 316,909,268 shares of common stock outstanding as of February 18, 2020.

DOCUMENTS INCORPORATED BY REFERENCE
The information required to be furnished pursuant to Part III of this Form 10-K will be set forth in, and incorporated by reference from, the registrant’s definitive proxy statement for the annual meeting of stockholders (the “2020 Proxy Statement”), which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2019.
 
 
 
 
 

            

AK Steel Holding Corporation
Table of Contents
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

-i-
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(Dollars in millions, except per share and per ton amounts or as otherwise specifically noted)

PART I

Item 1.
Business.

Overview

AK Steel Holding Corporation (“AK Holding”) was formed under the laws of Delaware in 1993. Through its wholly owned subsidiary, AK Steel Corporation (“AK Steel”), it is a leading producer of flat-rolled carbon, stainless and electrical steel products, primarily for the automotive, infrastructure and manufacturing, and distributors and converters markets. Other subsidiaries also provide customer solutions with carbon and stainless steel tubing products, advanced-engineered solutions, tool design and build, hot- and cold-stamped steel components, and complex assemblies. AK Steel is the successor to Armco Inc. and has built upon Armco’s rich history of creating leading-edge steel innovations since its formation in 1899. Unless the context indicates otherwise, references to “we,” “us” and “our” refer to AK Holding and its subsidiaries.

Our mission is to create innovative, high-quality steel solutions for our customers and our key values of safety, quality, productivity and innovation, along with environmental responsibility and sustainability, are its foundation. We have approximately 9,300 employees in North America and Europe, as well as manufacturing operations across seven states in the eastern U.S., Canada and Mexico.

Our corporate strategy is comprised of three pillars:
•
commercializing our innovative new products and services;
•
transforming our operations to significantly improve our competitive position; and
•
driving future growth into new markets and downstream businesses.

On December 2, 2019, we entered into an Agreement of Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) among us, Cleveland-Cliffs Inc. (“Cliffs”) and Pepper Merger Sub Inc., a direct, wholly owned subsidiary of Cliffs (“Merger Sub”), pursuant to which, subject to the satisfaction or (to the extent permissible) waiver of the conditions set forth therein, Cliffs will acquire AK Holding by way of the merger of Merger Sub with and into AK Holding (the “Merger”), with AK Holding surviving such Merger as a wholly owned subsidiary of Cliffs. Under the terms of the Merger Agreement, at the effective time of the Merger, AK Holding stockholders will be entitled to receive 0.40 Cliffs common shares for each outstanding share of AK Holding common stock they own at the effective time. Upon completion of the proposed Merger, it is expected that AK Holding stockholders will own approximately 32% and Cliffs shareholders will own approximately 68% of the combined company on a fully diluted basis. We expect to complete the Merger in the first quarter of 2020, subject to the receipt of customary regulatory and stockholder approvals and the satisfaction or (to the extent permissible) waiver of the other closing conditions under the Merger Agreement. See the discussion under Cleveland-Cliffs Acquisition in Item 7 for additional information.

Customers and Markets

We target customers who require comprehensive steel solutions that involve the most technically demanding, highest-quality steel products, “just-in-time” delivery, technical support and product development leadership. Our research and engineering expertise, robust product quality and delivery capabilities, as well as our emphasis on collaborative customer technical support and product planning, are critical factors in our ability to serve our customer markets. Our strategy is to focus on markets for our steel solutions that deliver higher margins, where possible, and reduce amounts sold into the typically lower-margin commodity spot markets, which have experienced substantial volatility in pricing over the past several years primarily as a result of shifting international trade environments and related effects on the domestic markets we serve.

We sell our products to customers in three broad market categories: (i) automotive; (ii) infrastructure and manufacturing, which includes electrical power; and (iii) distributors and converters. The following table presents the percentage of our net sales to each of these markets:
Market
 
2019
 
2018
 
2017
Automotive
 
66
%
 
63
%
 
65
%
Infrastructure and Manufacturing
 
16
%
 
15
%
 
16
%
Distributors and Converters
 
18
%
 
22
%
 
19
%

We sold approximately 70% of our flat-rolled steel shipments in 2019 under fixed base price contracts. These contracts are typically one year in duration and expire at various times throughout the year. Some of these contracts have a surcharge mechanism that passes

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through certain changes in input costs. We sold the remainder of our flat-rolled steel shipments in 2019 into the spot market at prevailing market prices or under contracts that involve variable pricing that is tied to an independently published steel index.

Automotive Market

The automotive industry is our core market, and we aim to address the principal needs of major automotive manufacturers and their suppliers. We specialize in manufacturing difficult-to-produce, high-quality steel products, combined with demanding delivery performance, customer technical support and collaborative relationships, to develop breakthrough steel solutions that help our customers meet their product requirements. In addition, many of our competitors do not have the capability to supply the full portfolio of products that we make for our automotive customers, such as steel for exposed automotive applications, the most sophisticated grades of advanced high-strength steels (“AHSS”) and value-added stainless steel products. The exacting requirements for servicing the automotive market generally enable us to justify higher selling prices for products sold to that market than for the commodity types of carbon and stainless steels sold to other markets.

In light of the automotive market’s importance to us, North American light vehicle production has a significant impact on our total sales and shipments. North American light vehicle production for 2019 declined 4% to approximately 16.3 million units from the prior year, due in part to a strike at General Motors (“GM”) that halted its vehicle production for over one month. We currently expect a slight increase in North American light vehicle production in 2020. Furthermore, consumer demand for SUVs, trucks, crossovers and larger vehicles continued to increase while demand for smaller sedans and compact cars declined. We benefit from intentionally targeting larger vehicle platforms to take advantage of consumer preferences, and we have focused on and have been successful in getting sourced on numerous SUV, truck, crossover and larger vehicle platforms. As a result, more than three-quarters of the carbon automotive steel that we sell is used to produce these popular larger vehicles. In addition to benefiting from our exposure to consumers’ strong demand for larger vehicles, these vehicles also typically contain a higher volume of steel than smaller sedans and compact cars, providing us the opportunity to sell a greater proportion of our steel products to our automotive customers. Ford Motor Company (“Ford”) accounted for 11% of our net sales in both 2019 and 2018, and FCA (an affiliate of Fiat Chrysler Automobiles N.V.) accounted for 11% and 10% of our net sales in 2019 and 2018. No other customer represented more than 10% of our net sales in either year.

Automotive manufacturers are under pressure to achieve heightened federally mandated fuel economy standards through 2025 (the Corporate Average Fuel Economy, or “CAFE,” standards). The CAFE standards generally require automobile manufacturers to meet an average fuel economy goal, which is approximately 50 miles per gallon across the fleet of vehicles they produce by the year 2025, with certain milestones to be met in interim periods. The United States Environmental Protection Agency (“EPA”) and the National Highway Traffic Safety Administration have proposed rolling back the fuel economy goal under the CAFE standards to average fuel economy requirements that would be closer to 37 miles per gallon across the fleet of vehicles they produce by the year 2025. However, California and other states continue to maintain the more stringent emissions standards, and the EPA’s Science Advisory Board and certain auto makers have expressed differing preferences for approaches to regulation aimed at improving fuel efficiencies. As a result, our automotive customers continue to explore various avenues for achieving the standards, including lightweighting components and developing more fuel-efficient engines. Lightweighting efforts include the use of alternatives to traditional carbon steels, such as AHSS and other materials. While this could reduce the aggregate volume of steel consumed by the automotive industry, we expect that demand will increase for current and next-generation AHSS and that our AHSS and other innovative steels will command higher margins. We are collaborating with our automotive customers and their suppliers to develop innovative solutions using our developments in lightweighting, efficiency, and material strength and formability across our extensive product portfolio, in combination with our automotive stamping and tube-making capabilities. We are also working with our customers to develop steels with greater heat resistance for exhaust systems that support new, fuel-efficient engines that run at higher temperatures.

Among our innovative solutions for automotive customers are our press-hardenable steel (“PHS”) products for hot-stamping applications. Our ULTRALUME® PHS is an aluminized Type 1 heat-treatable boron steel. Our customers depend on ULTRALUME PHS when they require high-strength parts with complex geometries. These steels enable automotive manufacturers to reduce vehicle weight while continuing to keep pace with critical safety requirements. In October 2019, we entered a licensing agreement with ArcelorMittal that provides us, as the sole North American licensee, the right to have ULTRALUME PHS hot-stamped parts manufactured by both us and our customers in the U.S., Canada and Mexico. This licensing agreement resolves a long-standing dispute regarding alleged patent infringement, and we believe that it will result in expanded adoption of this product going forward and growth in our sales over the next several years.

Automotive manufacturers have also been increasing their development of hybrid/electric vehicles (“H/EVs”) in order to meet the CAFE standards and growing customer adoption of H/EVs. Many motors used in H/EVs being sold in the U.S. today are imported from foreign suppliers, but more local sourcing and manufacturing of motors is expected to occur in the future. As the only North American producer of high-efficiency non-oriented electrical steel (“NOES”), which is a critical component of H/EV motors, we are positioned to potentially benefit from the growth of H/EVs going forward. We believe our strong foundation in electrical steels and long-standing relationships with automotive manufacturers and their suppliers will provide us with an advantage in this market as it

- 2-
Table of Contents            
        

continues to grow and mature. Likewise, the growing customer adoption of H/EVs may also increase demand for improvements in the electric grid to support higher demand for more extensive battery charging, which our grain-oriented electrical steels (“GOES”) could support.

Infrastructure and Manufacturing Market

The infrastructure and manufacturing market primarily represents sales to manufacturers of heating, ventilation and air conditioning equipment, appliances, and power transmission and distribution transformers, who produce equipment for the electrical grid. Domestic construction activity and the replacement of aging infrastructure directly affects sales of our carbon, stainless and electrical steel products, particularly for GOES. In 2019, housing starts in the U.S. increased slightly from the prior year, and our domestic GOES customers continue to experience steady demand consistent with the construction and electrical transformer replacement markets. We also believe that the market growth of H/EVs may require upgrades to the U.S. electrical grid infrastructure to support increased demand for electricity, and thus increased demand for our GOES products in the coming years.

Over the past couple of years, electrical steel pricing declined substantially in many international markets, which contributed to GOES imports into the U.S. doubling in the first quarter of 2018 from 2017 before declining since that point. We believe that foreign competitors are continuing to circumvent existing trade laws, primarily by increasing imports of downstream electrical products not currently covered by the Section 232 steel tariff, which include electrical transformer cores and core assemblies, electrical transformers, and even laminations, which are simply cut pieces of electrical steel. To avoid the Section 232 steel tariff, producers have either increased their imports of foreign-made downstream electrical goods or moved some of their domestic production outside the United States, which adversely affects our electrical steel business. These actions have suppressed domestic electrical steel pricing through 2018 and 2019. In the absence of a remedy against these actions to circumvent the Section 232 steel tariff on electrical steel, these actions are likely to continue and increase over time, significantly pressuring our electrical steel business. We continue to work proactively to mitigate or eliminate this potential avenue for avoiding and circumventing the steel tariff, including by communicating our concerns to the U.S. government and requesting appropriate action to address this issue.

Distributors and Converters Market

Steel distributors and converters typically source from the commodity carbon, stainless and electrical spot markets. Demand and pricing can be highly dependent on a variety of factors outside our control, including global and domestic commodity steel production capacity, the relative health of countries’ economies and whether they are consuming or exporting excess steel capacity, the provisions of international trade agreements and fluctuations in international currencies and, therefore, are subject to a high degree of volatility. Because of this volatility and our strategy to focus on value-added products, we have taken deliberate actions to reduce our exposure to these commodity markets.

Geographic Presence

We sell our carbon steel products principally to customers in North America, and we sell our electrical and stainless steel products primarily in North America and Europe. Our customer base is geographically diverse and there is no single country outside the U.S. where our sales are material compared to our total net sales. For the vast majority of international sales, we are not the importer of record and do not bear the responsibility for paying any applicable tariffs.

Research, Innovation and Operations

Rapidly evolving and highly competitive markets require our customers to seek new, comprehensive steel solutions, and we believe we are well positioned to deliver the most robust solutions through our broad portfolio of offerings. In addition to our flat-rolled steels, this includes carbon and stainless tubular products, sophisticated tool and die designs, and lightweight, complex, hard-to-manufacture components and assemblies for the automotive market. Collaboration across our steel, tube-making, stamping and materials research groups generates innovative and comprehensive solutions for our customers, which we believe enhances our competitive advantage.

Creating innovative products and breakthrough solutions is a strategic priority, as we believe differentiation through producing higher value steels to meet challenging requirements enables us to maintain and enhance our margins. We conduct a broad range of research and development activities aimed at improving existing products and processes and developing new ones. Our tradition of steel innovation has produced a highly diversified flat-rolled steel product portfolio. As part of our underlying strategy to focus on higher-value materials and minimize exposure to commodity products, we have invested in research and innovation totaling $30.7, $29.4 and $28.1 in 2019, 2018 and 2017. Our on-going efforts at our state-of-the-art Research and Innovation Center in Middletown, Ohio, to enhance technical collaboration have increased the introduction of new steel solutions to the marketplace.


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Research and Innovation Awards

The Office of Energy Efficiency and Renewable Energy under the U.S. Department of Energy (“DOE”) continues to grant AK Steel awards for innovative steel research. In March 2019, we received an award to leverage high performance computing from the Lawrence Livermore National Laboratory to conduct hot rolling research. Researchers from AK Steel are working in collaboration with scientists from the Computational Engineering Division to build a “Fast Acting Reduced Ordered Model” to predict the properties of a finished steel coil after hot rolling in order to improve product consistency, provide immediate feedback on product quality, and to save time, money and energy by reducing the need for expensive industrial trials. This research also will complement current artificial intelligence models used in the manufacture of AK Steel’s portfolio of innovative steel products.

We are currently in the second year of a three-year project that was announced in October 2018, when the DOE selected us to receive an award of up to $1.2 under the Office of Energy Efficiency and Renewable Energy’s Advanced Manufacturing Office program to investigate novel low-density steels. The project is being conducted in collaboration with the DOE, Oak Ridge National Laboratory Materials Science and Technology Division, and the Advanced Steel Processing and Products Research Center at the Colorado School of Mines. The objective of the project is to conduct alloy design, laboratory validation, and testing of low-density steels that are alternatives to currently available advanced high strength steels and other lightweight metals. These low-density steels are expected to generate energy savings by bringing efficiencies in manufacturing and lifetime savings in automotive structural applications. We have begun mathematical modeling and laboratory scale investigations for the program.

We are also in the third year of a project that the DOE awarded to us in May 2017 to develop the next generation of advanced NOES for motors used in a wide variety of industrial and automotive applications. Laboratory proof of concept for this project has been successfully completed and industrial scale trials have been conducted.

These three awards underscore our track record of innovation and our commitment to being a leader in next generation steel product and process development.

In November 2019, the Auto/Steel Partnership recognized members of AK Steel’s Advanced Engineering team as part of the partnership’s 2019 Excellence Awards. The partnership is an automotive material consortium comprised of North American automotive original equipment manufacturing (“OEM”) companies and steel producers from the American Iron and Steel Institute’s Automotive Applications Council who leverage shared research in a pre-competitive environment. Project teams within the partnership conduct studies in vehicle design applications using steel. Along with other award recipients, we were recognized for collaboration and technical expertise in finding solutions to industry problems. This included the use of new stamping technologies to facilitate potential applications of Next-Generation AHSS in future automotive body structures. AK Steel received an award in the Individual Category for providing exceptional leadership to the partnership. In addition, AK Steel’s Advanced Engineering group and other members of the partnership Stamping Team were recognized for excellence in the Project Team category.

Carbon Steel

We direct most of our research and innovation efforts on carbon steel towards applications for automotive manufacturers and their suppliers. We are particularly focused on AHSS for the automotive market, and we produce virtually every AHSS grade currently used by our customers. Our AHSS grades, such as Dual Phase 590, 780 and 980, have been adopted by our customers for both stamped and roll-formed parts, and our NEXMET® 1000 and 1200 products have demonstrated enhanced strength, formability and opportunities for automotive lightweighting in cold-stamped applications. We are also pursuing application of NEXMET 440EX and NEXMET 490EX in surface-critical, exposed auto body panels as an alternative to aluminum.

Third-Generation Advanced High-Strength Steel

Our third generation NEXMET 1000 and NEXMET 1200 AHSS products enable our customers to achieve significant lightweighting in the unexposed structural components of their vehicles. NEXMET 1200, for example, offers superior formability similar to conventional Dual Phase 600 steel, but at twice the strength level. We have expanded the application of the NEXMET technology to our tubular products from AK Tube LLC (“AK Tube”) and stamped components from PPHC Holdings, LLC (“Precision Partners”). These AHSS products allow automotive engineers to design lightweight parts that meet rigorous service and safety requirements. The NEXMET family of steels helps our customers achieve vehicle weight savings for ambitious fuel efficiency standards while avoiding significant capital costs required to re-design production facilities to use alternative materials.

Both galvanized and cold-rolled NEXMET 1000 and NEXMET 1200 AHSS are progressing through product qualification with several OEM customers, and the first automotive production parts manufactured from NEXMET material will appear on a new vehicle platform that is planned to launch in late 2020. A number of stamping and component assembly trials have been completed successfully, with more planned and underway. Because the timing of automotive design and production cycles spans several years, widespread automotive customer adoption of revolutionary new material such as NEXMET AHSS may also extend over several years.

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We expect that other automotive vehicle platforms will incorporate NEXMET AHSS in their designs and that NEXMET AHSS will become a strong differentiator for AK Steel going forward.

Specialty Stainless and Electrical Steel

We continue to develop new and improved specialty stainless and electrical steels for a variety of applications in the automotive, infrastructure and manufacturing, and other markets. For example, we are working with our automotive customers and their exhaust system suppliers to develop new stainless steels for exhaust systems that can withstand higher exhaust gas temperatures associated with future engine designs to achieve increased fuel economy. These steels exhibit improved resistance to thermal fatigue and corrosion over currently available materials. We are also developing stainless steels with unique cosmetic appearances (specialized finishes and colors) for use in architectural and appliance applications.

We are a global leader in producing the highest-quality electrical steel products, which are iron-silicon alloys with unique magnetic properties, and our electrical steels are among the most energy efficient in the world. We sell GOES primarily to manufacturers of power transmission and distribution transformers and NOES to manufacturers of electric motors and generators in both the infrastructure and manufacturing and automotive market. Our GOES customers require high-quality steels with low core losses and high magnetic permeability for the production of efficient electrical transformers, which help to lower costs of electricity generation, transmission and distribution. Although we produce both GOES and NOES products, our primary focus remains on the higher-efficiency GOES products, as these are more challenging to produce and typically command higher selling prices and margins than NOES products.

Downstream Steel Applications

Our portfolio of steel solutions includes the operations of Precision Partners, which provides advanced-engineered solutions, tool design and build, hot- and cold-stamped components and complex assemblies for the automotive market. In addition to Precision Partners, our downstream operations include AK Tube, which manufactures advanced tubular products for automotive and other applications using carbon and stainless steels, and Combined Metals of Chicago, LLC, a premier processor and distributor of flat-rolled stainless steel products. We believe that collaboration among our steelmaking operations and our downstream businesses can accelerate the adoption of our innovative steel products by automotive manufacturers and their Tier 1 suppliers.

Our research and technical experts, along with engineers from Precision Partners and AK Tube, have undertaken numerous collaborative projects that are generating robust solutions for our customers. Precision Partners’ expertise in tool design and stamping capabilities has allowed us to create prototype components using AK Steel’s innovative new materials and present customers with new potential steel solutions. This approach has and will continue to demonstrate to customers that they can significantly lightweight automotive parts on an accelerated timeline and in a cost-effective manner by using our highly formable grades of AHSS in place of traditional material types.

In addition, our collaborative projects are enhancing our collective knowledge and experience in the stamping of new, advanced grades of steel, advanced-engineered solutions, and tool design and build. For example, Precision Partners specializes in hot-stamping PHS for automotive applications. AK Steel’s experience as a leader in PHS and Precision Partners’ expertise in hot-stamping has enabled these teams to have greater insight into these high-growth areas and has accelerated product development and customer adoption of these automotive lightweighting solutions. Likewise, collaboration with AK Tube strategically advances our mission to innovate in AHSS for the automotive industry, as AK Tube has been at the forefront of producing tubular products from third-generation AHSS. We believe the combination of Precision Partners’ stamping and advanced die-making capabilities, AK Tube’s leading tubemaking capabilities and AK Steel’s breakthrough material introductions will enhance our ability to deliver innovative, steel solutions to our customers.

Precision Partners has recently been awarded contracts from two major automotive manufacturers to supply single-piece hot-stamped door rings and complex assemblies. Taken together, the awards are expected to represent approximately $50.0 of projected annual stamping and assembly revenue beginning in late 2020 or early 2021, in addition to revenue from a large, one-time tooling award. In winning these contracts, Precision Partners has been able to leverage its hot-stamping tooling leadership, in addition to its innovative hot-stamping process, to capture new strategic opportunities and demonstrate that it is one of the few companies in North America that has the technical capabilities to produce a major complex assembly and stamping work of this nature.

Sustainability

We are committed to operating in a sustainable manner. Beyond ensuring that we are acting responsibly to serve our communities and the environment, sustainably operating our company also opens opportunities to grow our business, increase customer collaboration and loyalty, differentiate us from our competition, and attract, retain and motivate employees. Steel is the most recycled material on

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the planet—more than aluminum, plastic, paper and glass combined each year—which establishes a strong foundation for our sustainability initiatives.

In December 2019, AK Steel was named to Newsweek’s “America’s Most Responsible Companies 2020” list. Newsweek published its first ranking of 300 companies from more than 2,000 of the largest U.S. public companies by revenue to determine “which firms were tops when it comes to doing good.” This list focused on performance in the environmental, social and corporate governance areas. AK Steel was the only integrated steel mill included in the Newsweek 2020 list.

In April 2019, we issued our Sustainability Report for 2018 that highlights our corporate-wide sustainability efforts and our efforts to support our employees, encourage diversity and inclusion, contribute to our communities, and demonstrate our commitment to the environment, among other initiatives. We also disclose our steelmaking operations’ energy and water usage, air emissions, waste generation and targets for reducing our environmental footprint. In addition, our Sustainability Report includes our scope 1 greenhouse gas emissions, which are generally direct emissions from owned or controlled sources, and reduction targets for those emissions. Our Sustainability Report (which is not incorporated into this Annual Report) can be found in the “Corporate Citizenship” section of our website at www.aksteel.com.

Employee Safety

Our employees and their safety are of paramount importance to us. Our occupational health and safety policies and programs are the cornerstone of our operating philosophy and are integrated into all of our daily operations and activities. We rigorously manage, control and focus on eliminating or minimizing potential exposure to the hazards associated with making and working around steel. Our low recordable injury rate, based on U.S. Occupational Safety and Health Administration (“OSHA”) criteria, reflects our effectiveness in protecting our employees. In 2019, one of our facilities operated with zero OSHA DART (days away, restricted, or job transfer) injuries for the entire year. During the fourth quarter of 2019, three of our facilities operated with zero OSHA recordable injuries, while six facilities operated with zero OSHA DART injuries. Our full-year 2019 performance at our steelmaking facilities, measured as the number of OSHA recordable injuries per 200,000 labor hours, was 0.46, which was nearly three times better than the industry average (year-to-date through the third quarter, which is the latest industry information currently available).

We consistently lead the U.S. steel industry in safety, outperforming the steel industry average injury frequencies for each of the last ten years, and we have received numerous awards recognizing our safety performance. In May 2019, AK Steel’s Middletown Works received the Max Eward Safety Award for 2018 from the American Coke and Coal Chemicals Institute (“ACCCI”), a leading industry trade organization. The award recognizes Middletown Works for operating one of the safest cokemaking facilities in America and operating all of 2018 without a single OSHA recordable injury. This ACCCI recognition marks the 18th time in the last 22 years that one or more AK Steel coke plants have received the Max Eward Safety Award. In May 2019, our Coshocton Works and Zanesville Works were recognized for outstanding safety performance by the Ohio Bureau of Workers’ Compensation, Division of Safety and Hygiene. We continue to focus on safety in all we do, driving safety results that lead our industry.

Environmental Responsibility

We maintain an unwavering commitment to responsible environmental performance throughout our operations. In 2019, we experienced another year of outstanding overall environmental performance. In addition, to emphasize and reinforce the importance of sustainability and environmental responsibility at the company and to continue to drive improved performance in these areas, since January 2018 our Board of Directors has incorporated an environmental performance component into our annual management incentive plan. After assessing a variety of potential performance categories to incorporate, including an evaluation of areas most ripe for improvement, the Board chose to include air permit deviation events as a category for measuring performance under our annual management incentive plan for 2018 and again in 2019. An air permit deviation event occurs when an event at our steelmaking operations results in noncompliance under the Title V air permits that govern those facilities. In 2019, we had our best performance in the past six years in terms of air permit deviation events, recording our lowest annual total during that period.

We believe that our strong environmental performance is a direct result of the proactive approach we take to environmental management and the close collaborative efforts that we employ across the company. We target sustainable performance in all aspects of our operations, including continuous improvement in operations that include air, water and waste management. Our comprehensive environmental policy provides that we will:

•
commit the necessary resources to comply with all applicable environmental laws, regulations, permits and agreements applicable to us;
•
reduce environmental risks through operating practices and emergency preparedness programs;
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encourage recycling, recovery and reuse of residual materials, as well as the reduction and prevention of emissions and releases when feasible;
•
participate in efforts to develop and implement environmental laws and regulations;

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•
continually evaluate compliance with applicable environmental laws and regulations; and
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strive to continually improve the effectiveness of our environmental management efforts.

Certain production units in our operations are inherently water-intensive. However, we continuously seek opportunities to reduce water usage and increase water reuse at our steelmaking plants. In addition, our steelmaking facilities are located near abundant sources of water and we do not believe that any of those operations are located in regions that experience high water stress.

The International Organization for Standardization (“ISO”) has certified all of our steelmaking plants with ISO 14001 environmental management certification, and our environmental affairs professionals oversee environmental compliance throughout our organization. We also invest heavily in equipment to help meet our environmental objectives. For example, in 2019, we spent $141.3 to operate and maintain our environmental controls and invested $23.0 in environmental projects. During 2019, we completed a $6.0 project at our Rockport Works to install a more modern, environmentally friendly and lower-cost pickling process.

Strategic Opportunities Related to Climate Change

Our strategy of creating new innovative steel solutions and improving existing products enables us to contribute to carbon reduction efforts and the achievement of sustainability goals throughout the product supply chain. Innovative products in each of the carbon, stainless, electrical, tubular, and stamped steel component families further the sustainability goals of many of our customers. For example, in the automotive market our customers are benefiting from our carbon lightweighting solutions to meet their heightened fuel economy targets under the CAFE standards. We are also providing customers with stainless steel and tubular solutions that allow for greater heat resistance in vehicle exhaust systems, enabling exhaust systems to handle the higher engine exhaust temperatures needed for increased fuel economy. In addition, we continue to develop higher-efficiency NOES products for use in future H/EVs and GOES products for their required infrastructure, a market that we anticipate will grow over time. Our steels also contribute to sustainability goals beyond the automotive market. For instance, our GOES products are among the highest-efficiency electrical steels in the world. These GOES products provide low core loss and high magnetic permeability to transmit electricity across electrical grids in the U.S. and around the world more efficiently through better-performing electrical transformers.

While greenhouse gas emissions are a natural byproduct of steel manufacturing today, we continue to take steps to increase energy efficiency while remaining competitive in the global steel marketplace. For example, through the American Iron and Steel Institute (“AISI”), we participate in the DOE’s Climate VISION agreement. This program assists domestic steelmakers in their continued efforts to lead the global steel sector in voluntary emissions reductions. We are also a member of the federal ENERGY STAR program, which identifies and promotes energy-efficient products to help reduce greenhouse gas emissions. ENERGY STAR is a joint program of the EPA and the DOE, helping businesses and consumers save money and protect the environment through energy-efficient products and practices. As with other companies engaged in the production of steel, certain aspects of our production process are carbon-intensive and current technology does not currently afford us the ability to dramatically lower our direct greenhouse gas emissions without significantly reducing the scope of our operations. However, we and other steel producers in the United States are actively participating in research and development to develop technology, processes and approaches to reduce emissions during the steelmaking processes, but these developments are likely to occur over the longer term.

In addition, the production phase of steelmaking is less carbon-intensive than the processes for producing certain other competing materials, such as aluminum. Thus, while the CAFE standards have motivated the use of alternative materials in some vehicles to help achieve lightweighting goals, we intend to continue to educate governments, the automotive industry and other key stakeholders that steel is the most sustainable metal to reduce greenhouse gas emissions across the entire life cycle of a vehicle. These benefits are made even greater when utilizing our advanced steel products for vehicle lightweighting.

Our Sustainability Report issued in April 2019 includes targeted emissions reductions and an inventory of our scope 1 greenhouse gas emissions at our steelmaking plants, along with time-bound, quantitative targets for reducing scope 1 greenhouse gas emissions at those plants. Over time, we also plan to expand our efforts to scope 2 greenhouse gas emissions, which generally are indirect emissions from purchased energy sources, as we develop our internal systems for tracking and targeting scope 1 greenhouse gas reductions.

Production Resources

Employees

Approximately 5,600 of our 9,300 employees are represented by labor unions. The labor contracts covering these represented employees expire between 2020 and 2023. See the discussion under Labor Agreements in Item 7 for additional information on these agreements.


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Raw Materials and Other Inputs

Our steel manufacturing operations require carbon and stainless steel scrap, coal, coke, chrome, iron ore, nickel and zinc as primary raw materials. We also consume natural gas, electricity, graphite electrodes and industrial gases. We make most of our purchases of iron ore, coke, industrial gases and a portion of our electricity at negotiated prices under annual or multi-year agreements with periodic price adjustments. We purchase substantially all of our iron ore from Cliffs under multi-year contracts. We typically purchase most of our metallurgical coal under annual fixed-price agreements, but we also obtain approximately 15% of our metallurgical coal needs from our own mine at AK Coal Resources, Inc. (“AK Coal”). We typically purchase carbon and stainless steel scrap, natural gas, a substantial portion of our electricity and most other raw materials at prevailing market prices, which may fluctuate with market supply and demand. Additionally, we may hedge portions of our energy and raw materials purchases to reduce volatility and risk, which is discussed in more detail in Quantitative and Qualitative Disclosures about Market Risk in Item 7A.

We also attempt to reduce the risk of future supply shortages and price volatility in other ways. If multi-year contracts are available in the marketplace, we may use these contracts to secure sufficient supply to satisfy our key raw material needs. When multi-year contracts are not available, or are not available on acceptable terms, we purchase the remainder of our raw materials needs under annual contracts or conduct spot purchases. We also regularly evaluate alternative sources and substitute materials. We believe that we have secured, or will be able to secure, adequate supply sources for our raw materials and energy requirements for 2020.

Competition

We principally compete with domestic and foreign producers of flat-rolled carbon, stainless and electrical steel, carbon and stainless tubular products, aluminum, carbon fiber, concrete and other materials that may be used as a substitute for flat-rolled steels in manufactured products. Precision Partners and AK Tube both compete against other niche companies in highly fragmented markets.

Price, quality, on-time delivery, customer service and product innovation are the primary competitive factors in the steel industry and vary in importance according to the product category and customer requirements. Steel producers that sell to the automotive market face competition from aluminum manufacturers (and, to a lesser extent, other materials) as automotive manufacturers attempt to develop vehicles that will enable them to satisfy more stringent, government-imposed fuel efficiency standards. To address automotive manufacturers’ lightweighting needs that the aluminum industry is targeting, we and others in the steel industry are developing AHSS grades that we believe provide weight savings similar to aluminum, while being stronger, less costly, more sustainable, easier to repair and more environmentally friendly. Aluminum penetration has been primarily limited to specific automotive applications, such as outer panels and closures, rather than entire body designs. In addition, our automotive customers who continue to use steel, as opposed to aluminum and other alternative materials, are able to avoid the significant capital expenditures required to re-tool their manufacturing processes to accommodate the use of non-steel materials.

Mini-mills (producers using electric arc furnaces) typically have competitive cost advantages as a result of their different production processes and lower labor costs associated with what are often non-union workforces. Their primary raw materials are scrap metal and increasingly pig iron, which blast furnaces produce. Mini-mills generally offer a narrower range of products than integrated steel mills, but the increasing use of pig iron, direct reduced iron and compacted hot briquetted iron have enabled them to expand their product capabilities in recent years. However, mini-mills do not have the equipment capabilities to produce the product range that we offer, nor do they possess our depth of customer service, technical support and research and innovation. Recent new or restarted steelmaking capacity in mini-mills has been primarily intended to service markets other than automotive, thus capping negative impacts to our revenues.

Domestic steel producers, including us, face significant competition from foreign producers. For many reasons, these foreign producers often are able to sell products in the U.S. at prices substantially lower than domestic producers. Depending on the country of origin, these reasons may include government subsidies; lower labor, raw material, energy and regulatory costs; less stringent environmental regulations; less stringent safety requirements; the maintenance of artificially low exchange rates against the U.S. dollar; and preferential trade practices in their home countries. Since late 2017, import levels of carbon and stainless flat-rolled products into the United States have shown a gradual and steady decline and have recently been more reflective of historical levels before the unprecedented surges that began in 2014. However, import levels for GOES products are much higher than their historical levels. These may not be in the form of master coils or slit coils, but rather in the form of cut laminations or assembled transformer cores—which are imported under different tariff codes not subject to the current Section 232 tariffs. Import levels are affected to varying degrees by the relative level of steel production in China and other countries, the strength of demand for steel outside the U.S. and the relative strength or weakness of the U.S. dollar against various foreign currencies. Imports of finished steel into the United States accounted for approximately 19%, 23% and 27% of domestic steel market consumption in 2019, 2018 and 2017.

We continue to provide pension and healthcare benefits to a great number of our retirees, resulting in a competitive disadvantage compared to certain other domestic and foreign steel producers that do not provide such benefits to any or most of their retirees. However, we have taken a number of actions to reduce pension and healthcare benefits costs, including negotiating

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progressive labor agreements that have significantly reduced total employment costs at all of our union-represented facilities, transferring all responsibility for healthcare benefits for various groups of retirees to Voluntary Employee Benefits Association trusts, offering voluntary lump-sum settlements to pension plan participants, lowering retiree benefit costs for salaried employees, and transferring pension obligations to highly rated insurance companies. These actions have not only reduced some of the risks associated with our pension fund obligations, but more importantly have reduced our risk exposure to performance of the financial markets, which are a principal driver of pension funding requirements. We continue to actively seek opportunities to reduce pension and healthcare benefits costs.

Information about our Executive Officers

The following table provides the name, age and principal position of each of our executive officers as of February 18, 2020:
Name
 
Age
 
Position
Roger K. Newport
 
55
 
Chief Executive Officer
Kirk W. Reich
 
51
 
President and Chief Operating Officer
Joseph C. Alter
 
42
 
Vice President, General Counsel and Corporate Secretary
Brian K. Bishop
 
48
 
Vice President, Carbon Steel Operations
Stephanie S. Bisselberg
 
49
 
Vice President, Human Resources
Renee S. Filiatraut
 
56
 
Vice President, Litigation, Labor and External Affairs
Gregory A. Hoffbauer
 
53
 
Vice President, Controller and Chief Accounting Officer
Michael A. Kercsmar
 
48
 
Vice President, Specialty Steel Operations
Scott M. Lauschke
 
50
 
Vice President, Sales and Customer Service
Maurice A. Reed
 
57
 
Vice President, Strategic Planning and Business Development
Christopher J. Ross
 
52
 
Vice President, Treasurer and Interim Chief Financial Officer

Roger K. Newport has served as Chief Executive Officer since January 2016. Prior to that, Mr. Newport served as Executive Vice President, Finance and Chief Financial Officer since May 2015. Prior to that, Mr. Newport served as Senior Vice President, Finance and Chief Financial Officer since May 2014, and as Vice President, Finance and Chief Financial Officer since May 2012. Prior to that, Mr. Newport served in a variety of other capacities since joining us in 1985, including Vice President—Business Planning and Development, Controller and Chief Accounting Officer, Assistant Treasurer, Investor Relations, Manager—Financial Planning and Analysis, Product Manager, Senior Product Specialist and Senior Auditor.

Kirk W. Reich has served as President and Chief Operating Officer since January 2016. Prior to that, Mr. Reich served as Executive Vice President, Manufacturing since May 2015. Before assuming that role, Mr. Reich served as Senior Vice President, Manufacturing since May 2014, and as Vice President, Procurement and Supply Chain Management since May 2012. Prior to that, Mr. Reich served in a variety of other capacities since joining us in 1989, including Vice President—Specialty Steel Operations, General Manager—Middletown Works, Manager—Mobile Maintenance/Maintenance Technology, General Manager—Mansfield Works, Manager—Processing and Shipping, Technical Manager, Process Manager and Civil Engineer.

Joseph C. Alter has served as Vice President, General Counsel and Corporate Secretary since May 2015. Prior to that, Mr. Alter served as Vice President, General Counsel and Chief Compliance Officer since May 2014 and Assistant General Counsel, Corporate and Chief Compliance Officer since December 2012. Since joining us in 2009, Mr. Alter served as Corporate Counsel and Chief Compliance Officer and as Corporate Counsel. Prior to joining us, Mr. Alter was Corporate Counsel at Convergys Corporation and an attorney with the law firm of Keating Muething & Klekamp PLL.

Brian K. Bishop has served as Vice President, Carbon Steel Operations since March 2016. Prior to that, Mr. Bishop served as Director, Carbon Steel Operations since July 2015 and General Manager, Dearborn Works since September 2014. Prior to that, Mr. Bishop was General Manager—Maintenance, Repair and Operations Purchasing since May 2013. Since joining us in 1995, Mr. Bishop progressed through a number of positions, including General Manager—Middletown Works, General Manager—Mansfield Works, Manager—Occupational Safety and Health and Shift Manager at Middletown Works.

Stephanie S. Bisselberg has served as Vice President, Human Resources since April 2013. She also served as Assistant General Counsel—Labor, Labor Counsel and Assistant Labor Counsel since joining us in 2004. Prior to joining us, Ms. Bisselberg was an attorney with the law firm of Taft, Stettinius and Hollister LLP.


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Renee S. Filiatraut has served as Vice President, Litigation, Labor and External Affairs since May 2014. Prior to that, Ms. Filiatraut served as Assistant General Counsel, Litigation since December 2012. Before joining us as Litigation Counsel in 2011, Ms. Filiatraut was a Partner with Thompson Hine LLP.

Gregory A. Hoffbauer has served as Vice President, Controller and Chief Accounting Officer since January 2016. Prior to that, Mr. Hoffbauer served as Controller and Chief Accounting Officer since February 2013. Before joining us as Assistant Controller in 2011, Mr. Hoffbauer was Director of Accounting with NewPage Corporation. Mr. Hoffbauer also was Controller for Day International, Inc. and served in a number of increasingly responsible accounting and auditing positions for Deloitte & Touche LLP, including Audit Senior Manager.

Michael A. Kercsmar has served as Vice President, Specialty Steel Operations since March 2016. Prior to that, Mr. Kercsmar served as Director, Specialty Steel Operations since July 2015 and General Manager, Coshocton Works and Zanesville Works since June 2013. Mr. Kercsmar served in a number of roles since joining us in 1997, including General Manager—Mansfield Works, Manager—Occupational Safety and Health at Middletown Works, Department Manager—South Coating, and Shift Manager in the cold strip mill at Middletown Works.

Scott M. Lauschke has served as Vice President, Sales and Customer Service since joining us in February 2015. Before joining us, Mr. Lauschke was Vice President and General Manager of AFGlobal Corporation from July 2013 through November 2014. Before that, Mr. Lauschke served in various roles of increasing responsibility at The Timken Company, including General Sales Manager.

Maurice A. Reed has served as Vice President, Strategic Planning and Business Development since August 2018. Prior to that, he served as Vice President, Engineering, Raw Materials and Energy since May 2012. Prior to that, Mr. Reed served in a variety of other capacities since joining us in 1996, including Director—Engineering and Raw Materials, Director—Engineering and Energy, General Manager—Engineering, Operations Support and Primary Process Research and General Manager—Engineering. Before joining us, Mr. Reed held a number of increasingly responsible engineering technology positions for National Steel Corporation.

Christopher J. Ross has served as Vice President, Treasurer and Interim Chief Financial Officer since November 2019. Prior to that, Mr. Ross was Vice President and Treasurer since January 2018, Treasurer since February 2016 and General Manager, Cash Management and Finance since August 2012. Mr. Ross served in a number of roles since joining us in 1997, including General Manager—Strategic Planning and Financial Analysis, General Manager—Investor Relations and Diversified Business Group, Assistant Treasurer, Manager—Investor Relations, Product Manager—Hot Dip Galvanized and Electrogalvanized, Senior Accountant—Financial Planning and Analysis and Cost Accountant at Middletown Works.

Available Information

We maintain a website at www.aksteel.com. Information about us is available on the website free of charge, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. Such information is posted to the website as soon as reasonably practicable after submission to the Securities and Exchange Commission. Information on our website is not incorporated by reference into this report.

Item 1A.
Risk Factors.

We caution readers that our business activities involve risks and uncertainties that could cause actual results to differ materially from those we currently expect. While the items listed below represent the most significant risks to us, we regularly monitor and report risks to the Board of Directors through a formal Total Enterprise Risk Management program.

Risk of reduced selling prices, shipments and profits associated with a highly competitive and cyclical industry. The competitive landscape in the steel industry reflects shifting domestic and international political priorities, an uncertain global trade landscape, and intense competition from domestic and foreign competitors producing steel and substitute products. These conditions directly impact our pricing. It is impossible to predict whether the domestic and/or global economies or industry sectors of those economies that are key to our sales will continue to improve and generate enough demand to absorb some of the existing excess capacity in the steel industry, as well as new or expanded capacity. Also, we cannot know how customers or competitors will react to these and other factors and how their actions could affect market dynamics and sales of, and prices for, our products. Market price and demand for steel are very hard to predict and decreases in either or both could adversely impact our sales, financial results and cash flows. In addition, our direct sales to the automotive industry generate approximately 66% of our revenue and we make additional sales to distributors and converters whom, we believe, ultimately resell some of that volume to the automotive market. If automotive demand should decline substantially or we lose market share to competitors, our sales, financial results and cash flows could be severely impacted.


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Risk of domestic and global steel overcapacity.  Significant global steel capacity and new or expanded production capacity in North America in recent years has caused and continues to cause capacity to exceed demand globally, as well as in our primary markets in North America. In fact, significant increases in new production capacity and a restart of previously idled capacity in the U.S. by our competitors has occurred in recent periods, as new carbon and stainless steelmaking and finishing facilities have begun or may soon begin production. In addition, foreign competitors have substantially increased their production capacity in the last few years and, in some instances appear to have targeted the U.S. market for imports. Also, some foreign economies, such as China, have slowed relative to recent historical norms, resulting in an increased volume of steel products that cannot be consumed by industries in those foreign steel producers’ own countries. Although import levels of carbon and stainless flat-rolled products into the United States have shown a gradual and steady decline over the past two years, imports of other steel products remain at historic highs and the risk remains of even greater levels of imports, depending upon foreign market and economic conditions, changes in trade agreements and treaties, laws, regulations or government policies affecting trade, the value of the U.S. dollar relative to other currencies, and other variables beyond our control. A significant further increase in domestic capacity or foreign imports could adversely affect our sales, financial results and cash flows.

Risks related to U.S. government actions on trade agreements and treaties, laws, regulations or policies affecting trade.  Under the Trump Administration, the U.S. government has altered its approach to international trade policy, both generally and with respect to the matters directly and indirectly affecting the steel industry. In recent years, the U.S. government undertook certain unilateral actions affecting trade and also renegotiated existing bilateral or multi-lateral trade agreements or entered into new agreements or treaties with foreign countries. For example, in March 2018, President Trump signed a proclamation pursuant to Section 232 imposing a 25 percent tariff on imported steel. In retaliation against the Section 232 tariffs, the European Union subsequently imposed its own tariffs against certain steel products and other goods imported from the U.S. If the Section 232 tariffs are removed or substantially lessened, whether through legal challenge, legislation or otherwise, imports of foreign steel would likely increase and steel prices in the U.S. would likely fall, which would materially adversely affect our sales, financial results and cash flows. In addition, on December 10, 2019, representatives of the U.S., Mexico and Canada signed a revision to the United States-Mexico-Canada Trade Agreement (“USMCA”), which was proposed to replace the existing North American Free Trade Agreement (“NAFTA”) among those countries. On January 29, 2020, President Trump signed the USMCA Implementation Act on behalf of the U.S. Because all of our manufacturing facilities are located in North America and our principal market is automotive manufacturing in North America, we believe that the USMCA has the potential to positively impact our business by incentivizing automakers and other manufacturers to increase manufacturing production in North America and to use North American steel. However, it is difficult to predict the short- and long-term implications of changes in trade policy and, therefore, whether USMCA or other new or renegotiated trade agreements, treaties, laws, regulations or policies will have a beneficial or detrimental impact on our business and our customers’ and suppliers’ business. Adverse effects could occur directly from a disruption to trade and commercial transactions and/or indirectly by adversely affecting the U.S. economy or certain sectors thereof, thereby impacting demand for our customers’ products, and in turn negatively affecting demand for our products. Key links of the supply chain for some of our key customers, including automotive manufacturers, could be negatively impacted by USMCA or other new or renegotiated trade agreements, treaties, laws, regulations of policies. Any of these actions and their direct and indirect impacts could materially adversely affect our sales, financial results and cash flows.

Risk of changes in the cost of raw materials, supplies and energy.  The price that we pay for energy, key supplies and raw materials, such as electricity, natural gas, industrial gases, graphite electrodes, iron ore, chrome, zinc and coal, can fluctuate significantly based on market factors. In some cases, the prices at which we sell steel will not change in tandem with changes in our raw materials, supplies and energy costs. Global demand and supply, particularly Chinese demand and supply, for certain raw materials can have a significant influence on our costs for those raw materials, especially iron ore and coal, as well as supplies for production whose prices are impacted by raw material prices, such as graphite electrodes and refractory materials. However, our sales prices are generally driven by North American demand, which can result in a compression in our margins in cases where raw material costs increase and our sales prices do not move enough to cover those increases. The majority of our shipments are sold under contracts that do not allow us to pass through all increases in raw materials, supplies and energy costs. Some of our shipments to contract customers include variable-pricing mechanisms allowing us to adjust the total sales price based upon changes in specified raw materials, supplies and energy costs. Those adjustments, however, rarely reflect all of our underlying raw materials, supplies and energy cost changes. The scope of the adjustment may also be limited by the terms of the negotiated language, including limitations on when the adjustment occurs. For shipments we make to the spot market, market conditions or timing of sales may not allow us to recover the full amount of an increase in raw material, supplies or energy costs. In such circumstances, a significant increase in raw material, supplies or energy costs likely would adversely impact our financial results and cash flows. Conversely, in certain circumstances, we may not realize all of the benefits when the price for certain raw materials, supplies or energy declines. For example, this can occur when we lock in the price of a raw material over a set period and the spot market price for the material declines during that period. Our need to consume existing inventories may also delay the impact of a change in prices of raw materials or supplies. New inventory may not be purchased until some portion of the existing inventory is consumed. The impact of this risk is particularly significant for iron ore and coke because of the volumes held in inventory. We manage our exposure to the risk of iron ore price increases by hedging a portion of our annual iron ore supply and by maintaining supply agreements where the IODEX, the global iron ore price index, is only one factor affecting our price of iron ore pellets. Significant changes in raw material costs may also

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increase the potential for inventory value write-downs in the event of a reduction in selling prices and our inability to realize the cost of the inventory.

Risk from our significant amount of debt and other obligations.  On December 31, 2019, we had $1,997.3 of indebtedness outstanding. We also had pension and other postretirement benefit obligations totaling $758.8. We anticipate making approximately $45.0 of required annual pension contributions in 2020. Based on current funding projections, we expect to make contributions to the master pension trust of approximately $45.0 for 2021 and $35.0 for 2022, though funding projections for 2021 and beyond could be materially affected by differences between expected and actual returns on plan assets, actuarial data and assumptions relating to plan participants, the discount rate used to measure the pension obligations and changes to regulatory funding requirements. Furthermore, actions to reduce our pension obligations, such as transferring retiree obligations to insurance companies through purchased annuity contracts could accelerate the timing or increase the amount of contributions that we are required to make to the master pension trust. We also have the ability to borrow additional amounts under our $1,500.0 revolving credit facility (the “Credit Facility”). At December 31, 2019, we had $450.0 of outstanding borrowings under the Credit Facility with outstanding letters of credit of $72.5, resulting in maximum remaining availability of $977.5 under the Credit Facility, subject to customary borrowing conditions, including a borrowing base, which is determined by the value of eligible collateral less outstanding borrowings and letters of credit. At December 31, 2019, borrowing availability under the Credit Facility was $804.6 based on eligible collateral at that time. Our debt and pension obligations, along with other financial obligations, could have important consequences. For example, they could increase our vulnerability to general adverse economic and industry conditions; require a substantial portion of our cash flows to be dedicated to interest payments and debt service, reducing the amount of cash flows available for other purposes, such as working capital, capital expenditures, acquisitions, joint ventures (“JVs”) or general corporate purposes; limit our ability to obtain future additional financing; reduce our planning flexibility for, or ability to react to, changes in our business and the industry; and place us at a competitive disadvantage with competitors who may have less indebtedness and other obligations or greater access to financing.

Risk of severe financial hardship or bankruptcy of one or more of our major customers or key suppliers or JVs.  Sales and operations of a majority of our customers are sensitive to general economic conditions, especially as they affect the North American automotive and housing industries. If there is a significant weakening of current economic conditions, whether because of secular or cyclical issues, it could lead to financial difficulties or even bankruptcy filings by our customers. The concentration of customers in a specific industry, such as the automotive industry, may increase our risk because of the likelihood that circumstances may affect multiple customers at the same time. The nature of that impact would likely include lost sales or losses associated with the potential inability to collect all outstanding accounts receivable. Such an event could also negatively impact our financial results and cash flows. In addition, some of our key suppliers, particularly those who supply us with critical raw materials for the steelmaking process, have recently faced severe financial challenges or bankruptcy and other suppliers or JVs may face such circumstances in the future. Also, we purchase all of our iron ore from Cliffs under two multi-year contracts. This reliance on a single supplier for a primary raw material may increase our risk of increased costs from substitute suppliers or supply chain disruptions. Key suppliers facing financial hardship or operating in bankruptcy could experience operational disruption or even face liquidation, which could result in our inability to secure replacement raw materials on a timely basis, or at all, or cause us to incur increased costs to do so. Such events could adversely impact our operations, financial results and cash flows.

Risk related to our significant proportion of sales to the automotive market. In 2019, approximately 66% of our sales were to the automotive market. In addition to the size of our exposure to the automotive industry, we face risks related to our relative concentration of sales to certain specific automotive manufacturers. In 2019, two customers each accounted for 11% of our net sales. Automotive production and sales are cyclical and sensitive to general economic conditions and other factors, including interest rates, consumer credit, and consumer spending and preferences. If automotive production and sales decline, our sales and shipments to the automotive market are likely to decline in a corresponding manner. Adverse impacts that we may sustain as a result include, without limitation, lower margins because of the need to sell our steel to less profitable customers and markets, higher fixed costs from lower steel production if we are unable to sell the same amount of steel to other customers and markets, and/or lower sales, shipments and margins generally as our competitors face similar challenges and compete vigorously in other markets. These adverse impacts would negatively affect our sales, financial results and cash flows. Additionally, the trend toward lightweighting in the automotive industry, which requires lighter gauges of steel at higher strengths, could result in a lower volume of steel required by that industry over time. Moreover, competition for automotive business has intensified in recent years, as steel producers and companies producing alternative materials have focused their efforts on capturing and/or expanding their market share of automotive business because of less favorable conditions in other markets for steel and other metals, including commodity products and steel for use in the oil and gas markets. As a result, the potential exists that we may lose market share to existing or new entrants or that automotive manufacturers will take advantage of the intense competition among potential suppliers to pressure our pricing and margins in order to maintain or expand our market share with them, which could negatively affect our sales, financial results and cash flows.

Risk of reduced demand in key product markets due to competition from aluminum and other alternatives to steel.  The automotive market is important to our business, both in terms of volume and margins. Automotive manufacturers are under pressure to meet the government-mandated CAFE standards, which require increasing fuel economy for automobiles in the future. Automotive manufacturers have begun to incorporate aluminum and other alternative materials into their vehicles and continue to investigate the

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potential risks and benefits of expanding the use of non-steel materials. For example, one major automotive company has begun substituting aluminum for carbon steel in the body of some of its vehicles. Although automotive manufacturers have incorporated aluminum and other competing materials at a much slower rate than some experts previously expected, if demand for steel from one or more of our major automotive customers was to significantly decline because of increased use of aluminum or other competing materials in substitution for steel, it likely would negatively affect our sales, financial results and cash flows.

Risks of excess inventory of raw materials.  We have certain raw material supply contracts that include minimum annual purchases, subject to exceptions for force majeure and other circumstances. If our need for a particular raw material is reduced for an extended period significantly below what we projected at the contract’s inception, or what we projected at the time an annual nomination was made under certain contracts, we could be required to purchase quantities of raw materials that exceed our anticipated annual needs. If our existing supply contracts require us to purchase raw materials in quantities beyond our needs, and if we do not succeed in reaching an agreement with a particular raw material supplier to reduce the quantity of raw materials we purchase from that supplier, then we would likely be required to purchase more of a particular raw material in a given year than we need, negatively affecting our financial results, liquidity and cash flows.

Risk of supply chain disruptions or poor quality of raw materials or supplies. Our sales, financial results and cash flows could be adversely affected by transportation, raw material, energy or other key supply disruptions, or poor quality of raw materials, particularly scrap, coal, coke, iron ore and alloys. In addition, we may experience supply chain disruptions or increased costs from transportation-related challenges due to new or enhanced regulation, changes to providers’ operations, labor shortages or other factors. Disruptions or quality issues, whether the result of severe financial hardships or bankruptcies of suppliers, natural or man-made disasters, other adverse weather events, or other unforeseen events, could reduce production or increase costs at one or more of our plants and potentially adversely affect customers or markets to which we sell our products. Any significant disruption or quality issue in any of the areas addressed above would adversely affect our sales, financial results and cash flows.

Risk of production disruption or reduced production levels.  When business conditions permit, we attempt to operate our facilities at production levels that are at or near capacity. High production levels are important to our financial results because they enable us to spread fixed costs over a greater number of production tons. We have implemented a strategy to target markets for our products that deliver higher margins, where possible, and reduce amounts sold into the typically lower-margin spot markets. This ongoing strategy relies on our ability to sell higher-margin products that overcome the effects of lower production volumes on our fixed costs. If we are unable to sustain this strategy successfully, it would adversely affect our sales, financial results and cash flows. Production disruptions at facilities we own or at our joint ventures could be caused by unanticipated plant outages or equipment failures, a lack of redundancy for key production assets, or lack of adequate raw materials, energy or other supplies, particularly under circumstances where we lack adequate redundant facilities. Production disruptions could result in significant costs and potential liability to us, as well as negative publicity and damage to our reputation with current or potential customers. In addition, the occurrence of natural or man-made disasters, adverse weather conditions or similar events could significantly disrupt our operations, negatively impact the operations of other companies or contractors we depend upon, or adversely affect customers or markets who buy our products. Any significant disruption or reduced level of production would adversely affect our sales, financial results and cash flows.

Risks associated with our healthcare obligations.  We provide healthcare coverage to our active employees and to a significant portion of our retirees, as well as certain members of their families. We are self-insured for substantially all of our healthcare coverage. While we have reduced our exposure to rising healthcare costs to a significant degree through cost sharing, cost caps and VEBA trusts, the cost of providing such healthcare coverage may be greater on a relative basis for us than for our competitors because they either provide a lower level of benefits, require that their participants pay more for their benefits, or do not provide coverage to as broad a group of participants (e.g., they do not provide retiree healthcare benefits). In addition, our costs for retiree healthcare obligations could be affected by fluctuations in interest rates or by federal healthcare legislation.

Risks associated with our pension obligations.  We have a substantial pension obligation that, along with the related pension expense (income) and funding requirements, is directly affected by various changes in assumptions, including the selection of appropriate mortality assumptions and discount rates. These items also are affected by the rate and timing of employee retirements, actual experience compared to actuarial projections and asset returns in the securities markets. Such changes could increase our cost for those obligations, which could have a material adverse effect on our results and ability to meet those obligations. In addition, changes in the laws governing pensions could also materially adversely affect our costs and ability to meet our pension obligations. Also, under the method of accounting we use for pension obligation reporting, we recognize into our results of operations, as a “corridor” adjustment, any unrecognized actuarial net gains or losses that exceed 10% of the larger of projected benefit obligations or plan assets. These corridor adjustments are driven mainly by changes in assumptions and by events and circumstances beyond our control, primarily changes in interest rates, performance of the financial markets, and mortality and retirement projections. A corridor adjustment, if required after a re-measurement of our pension obligations, historically has been recorded in the fourth quarter of the year, though one may be recorded at any time if an interim remeasurement occurs. A corridor adjustment can have a significant impact on our financial statements when it occurs, although its immediate recognition reduces the impact of unrealized gains or losses on future periods. A corridor charge does not have any immediate impact on our cash flows. We also contribute to multiemployer pension

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plans according to collective bargaining agreements that cover certain union-represented employees. Participating in these multiemployer plans exposes us to potential liabilities if the multiemployer plan is unable to pay its underfunded obligations or we choose to stop participating in the plan. For example, in 2019 the trustees for the IAM National Pension Fund (the “Fund”) voluntarily elected to place the Fund in the Red Zone for 2019 and implement a rehabilitation plan, which requires both an increase in employer contributions and reduction of certain employee pension benefits. Depending on negotiations with one of our affected unions, our contributions to the Fund could increase approximately $2.0 in 2020, with gradually increasing requirements through 2031.

Risk of not reaching new labor agreements on a timely basis.  Most of our hourly employees are represented by various labor unions and are covered by collective bargaining agreements with expiration dates between March 2020 and July 2023. One of those contracts is scheduled to expire in 2020. The labor contract with the International Association of Machinists and Aerospace Workers, Local 1943, which governs approximately 1,750 production employees at Middletown Works, expires on March 15, 2020. We intend to negotiate with the union to reach a new, competitive labor agreement in advance of the current expiration date. We cannot predict, however, when a new, competitive labor agreement with the union will be reached or what the impact of such agreement will be on our operating costs, operating income and cash flows. There is the potential of a work stoppage at this location in 2020 and beyond if we cannot reach timely agreement in contract negotiations before the contract expiration. If a work stoppage occurs, it could have a material impact on our operations, financial results and cash flows. For labor contracts at other locations that expire after 2020, a similar risk applies.

Risks associated with major litigation, arbitrations, environmental issues and other contingencies.  We have described several significant legal and environmental proceedings in Note 11 to the consolidated financial statements in Item 8. For environmental issues, changes in application or scope of laws or regulations applicable to us, or negative outcomes in pending or future litigation, could have significant adverse impacts, including requiring capital expenditures to ensure compliance with the laws, regulations, or court decisions, increased difficulty in obtaining future permits or meeting future permit requirements, incurring costs for emission allowances, restriction of production, and higher prices for certain raw materials. One or more of these adverse developments could negatively impact our operations, financial results and cash flows. For litigation, arbitrations and other legal proceedings, it is not possible to predict with certainty the outcome of such matters and we could incur future judgments, fines or penalties or enter into settlements of lawsuits, arbitrations and claims that could have an adverse effect on our business, results of operations and financial condition. In addition, while we maintain insurance coverage for certain claims, we may not be able to obtain insurance on acceptable terms in the future and, if we obtain such insurance, it may not provide adequate coverage against all claims. We establish reserves based on our assessment of contingencies, including contingencies for claims asserted against us in connection with litigation, arbitrations and environmental issues. Adverse developments in litigation, arbitrations, environmental issues or other legal proceedings may affect our assessment and estimates of the loss contingency recorded as a reserve and require us to make payments in excess of our reserves, which could negatively affect our operations, financial results and cash flows.

Risk associated with regulatory compliance and changes. Our business and the businesses of our customers and suppliers are subject to a wide variety of government regulations, including those relating to environmental permitting requirements. The regulations promulgated or adopted by various government agencies, and the interpretations and application of such regulations, are dynamic and constantly evolving. If new regulations arise, the application of existing regulations expands, or the interpretation of applicable regulations changes, we may incur additional costs for compliance, including capital expenditures. For example, the EPA is required to routinely reassess the National Ambient Air Quality Standards (“NAAQS”) for criteria pollutants like nitrogen dioxide, sulfur dioxide, lead, ozone and particulate matter. These standards are frequently subject to litigation and revision. Revisions to the NAAQS could require us to make significant capital expenditures to ensure compliance and could make it more difficult for us to obtain required permits in the future. These risks are higher for our facilities that are located in non-attainment areas. Complex foreign and U.S. laws and regulations apply to our domestic and international operations, including but not limited to the Foreign Corrupt Practices Act and other anti-bribery laws, regulations related to import/export controls, the Office of Foreign Assets Control sanctions program, anti-boycott provisions, the European Union’s General Data Protection Regulation (“GDPR”) and other U.S. and foreign privacy regulations, and transportation and logistics regulations. These laws and regulations and changes in these laws and regulations may increase our cost of doing business in international jurisdictions and expose our operations and our employees to elevated risk. We have implemented policies and processes designed to comply with these laws and regulations, but failure by our employees, contractors or agents to comply with these laws and regulations could result in possible administrative, civil or criminal liability and reputational harm to us and our employees. We may also be indirectly affected through regulatory changes that impact our customers or suppliers. Regulatory changes that impact our customers could reduce the quantity of our products they demand or the price of our products that they are willing to pay. Regulatory changes that impact our suppliers could decrease the supply of products or availability of services they sell to us or could increase the price they demand for products or services they sell to us.

Risks associated with climate change and greenhouse gas emissions. Our business and operations, as well as the business and operations of our key suppliers and customers, may become subject to legislation or regulation intended to limit climate change or greenhouse gas emissions. It is possible that limitations on, or taxes or other assessments related to, greenhouse gas emissions may be imposed in the United States through legislation or regulation. For example, the EPA has issued and/or proposed regulations addressing greenhouse gas emissions, including regulations that will require large sources and suppliers in the United States to report

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greenhouse gas emissions. In addition, the U.S. Congress has introduced from time to time legislation aimed at limiting carbon emissions from carbon-intensive business operations. The CAFE standards and other existing and future climate change-related legislation and regulation could also affect our customers, and in particular our automotive customers, as they may elect to use lower volumes of steel to achieve mandates related to emissions. Similarly, our suppliers may incur cost increases in order to comply with climate control legislation and regulation, which they could in turn attempt to pass through to us in the form of higher prices for critical goods and services. It is impossible to forecast the terms of the final regulations and legislation, if any, and the resulting effects on us. Depending upon the terms of any such legislation or regulation, we could suffer negative financial impacts because of increased energy, operational, environmental and other costs to comply with the limitations that would be imposed on greenhouse gas emissions. In addition, depending upon whether similar limitations are imposed globally, the regulations and/or legislation could negatively impact our ability to compete with foreign steel companies situated in areas not subject to such limitations. Until all of the terms of such regulation and legislation are known, we cannot reasonably or reliably estimate their impact on our financial condition, operating performance or ability to compete.

Risks associated with financial, credit, capital and banking markets.  In the ordinary course of business, we seek to access financial, credit, capital and banking markets at competitive rates. Currently, we believe we have adequate access to these markets to meet our reasonably anticipated business needs. We provide and receive normal trade financing to our customers and from our suppliers. If access to competitive financial, credit, capital and banking markets by us, or our customers or suppliers, is impaired, our operations, financial results and cash flows could be adversely impacted.

Risk associated with derivative contracts to hedge commodity pricing volatility. We use cash-settled commodity price swaps and options to reduce pricing volatility for a portion of our raw material, energy and other commodity purchases. We employ a systematic approach in order to mitigate the risk of potential volatile price movements of certain commodities. This approach is intended to protect us against a sharp rise in the price of commodities. However, engaging in the use of swaps, options and similar agreements for hedging entails a variety of risks. For example, if the price of an underlying commodity falls below the price at which we hedged the commodity, we will benefit from the lower market price for the commodity purchased, but may not realize the full benefit of the lower commodity price because of the hedged transaction. In certain circumstances we also could be required to provide collateral for a potential derivative liability or close our hedging transaction for the commodity. Additionally, there may be a timing lag (particularly for iron ore) between a decline in the price of a commodity underlying a derivative contract, which could require us to make payments in the short-term to provide collateral or settle the relevant hedging transaction, and the period when we experience the benefits of the lower cost input through physical purchases of the commodity the hedge covers. Further, for derivatives designated as cash flow hedges, we initially record the effective gains and losses in accumulated other comprehensive income (loss) and reclassify them to earnings in the same period we recognize the effect of the associated hedged transaction. We record all derivative gains or losses for which hedge accounting treatment has not been elected to earnings in the period the gain or loss occurs. Changes in the fair value of derivatives for which hedge accounting treatment has not been elected may result in increased volatility in our reported earnings. For example, we immediately recognize changes in the fair value of our iron ore derivative contracts in earnings when the fair value changes, instead of when we recognize the underlying cost of iron ore, thus potentially increasing the volatility of our results of operations. Each of these risks related to our hedging transactions could adversely affect our financial results and cash flows.

Risks related to the potential permanent idling of facilities. We perform strategic reviews of our business on an ongoing basis, which includes evaluating each of our plants and operating units to assess their strategic benefits, competitiveness and viability. As part of these reviews, we may idle—whether temporarily or permanently—certain of our existing facilities in order to reduce or eliminate participation in markets where we determine that our returns are not acceptable. For example, in 2019 we permanently closed our Ashland Works plant. Our closure of Ashland Works resulted in the incurrence and acceleration of cash expenses, including those relating to labor benefit obligations, a multiemployer plan withdrawal liability, take-or-pay supply agreements and accelerated environmental remediation costs, as well as charges for impairment of those assets and the effects on pension and OPEB liabilities. Other risks associated with the closure of Ashland Works include, without limitation, our failure to achieve the projected savings and higher than expected closure costs. For operations other than Ashland Works, we could incur similar types of cash and non-cash costs if we elect to temporarily or permanently idle any of our other currently operating assets or facilities as part of our ongoing strategic reviews. We will generally endeavor to transition products produced at an affected operation to our other facilities, including joint ventures. Customers could respond negatively to this requested transition and take current or future business from us. Alternatively, we could fail to meet customer specifications at the facilities to which these products will be transitioned, resulting in customer dissatisfaction or claims, or face other unanticipated operational issues. If we elect to permanently idle other material facilities or assets, it could adversely affect our operations, financial results and cash flows.

Risk of inability to fully realize benefits of margin enhancement initiatives. In recent years we have undertaken several significant projects in an effort to lower costs and enhance margins. These projects and initiatives include efforts to focus production and sales on higher margin products, increase our operating rates and lower our costs. We identified a number of areas for enhancing profitability, including increasing our percentage of contract sales, producing and selling a greater value-added mix of products and developing new products that can command higher prices from customers. For example, we expect Precision Partners to continue to grow as it expands its operations and capabilities with revenues that can realize higher margins than our average business. Goodwill is a significant part

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of Precision Partners’ assets and our inability to realize the benefits of the growth in its business model could result in an impairment of goodwill. As another example, we have recently undertaken several significant information technology (“IT”) projects, including new and upgraded enterprise systems that affect key areas of our business and operations. Although we anticipate that these IT projects will increase our efficiency, should these projects face unexpected challenges, whether during implementation, adoption or other stages, it could have adverse impacts on our business or operations. Generally, if one or more of these key cost-savings or margin enhancement projects are unsuccessful, are significantly less effective in achieving the level and timing of combined cost savings or margin enhancement than we anticipated, or do not achieve results as quickly as anticipated, our financial results and cash flows could be adversely impacted.

Risk of IT security threats, cybercrime and exposure of private information. We rely on IT systems and networks in almost every aspect of our business activities. In addition, we and certain of our third-party data processing providers collect and store sensitive data, and our vendors or suppliers may collect and store sensitive data about us in their information system environments. We have taken, and intend to continue to take, what we believe are appropriate and reasonable steps to prevent security breaches in our systems and networks. In recent years, however, both the number and sophistication of IT security threats and cybercrimes have increased. Additionally, regulatory pressure has increased for companies to prevent security breaches and notify stakeholders if data is exposed. These IT security threats and increasingly sophisticated cybercrimes pose a risk to system security and the confidentiality, availability and integrity of our data. A breach in security could expose us to risks of production downtimes and operations disruptions, misuse of information or systems, or the compromise of confidential information, which in turn could adversely affect our reputation, competitive position, business and financial results.

Risks associated with changes in tax laws and regulations. We are a large corporation with operations in the U.S. and other jurisdictions. As such, we are subject to tax laws and regulations of the U.S. federal, state and local governments, as well as various foreign jurisdictions. We compute our income tax provision based on enacted tax rates in the jurisdictions in which we operate. Significant judgment is required in determining our tax provision for income taxes. Changes in tax laws or regulations may be enacted that could adversely affect our overall tax assets and liabilities. Any changes in enacted tax laws, rules or regulatory or judicial interpretations, any adverse outcome in connection with tax audits in any jurisdiction, or any change in the pronouncements relating to accounting for income taxes could materially and adversely impact our financial condition and results of operations.

Risks related to the uncertain consideration our stockholders will receive in the Merger because the market price of Cliffs common shares will fluctuate. Subject to the terms and conditions set forth in the Merger Agreement, upon consummation of the Merger, each share of our common stock issued and outstanding immediately prior to the effective time of the Merger (other than restricted shares and shares of our common stock owned by us, Cliffs or Merger Sub) will be converted into the right to receive 0.40 Cliffs common shares (as well as cash in lieu of any fractional Cliffs common shares and any dividends or distributions on the Cliffs common shares with a record date at or after the effective time of the Merger). The exchange ratio in the Merger is fixed, and there will be no adjustment to the consideration to be received by our stockholders in the Merger for changes in the market price of Cliffs common shares or our common stock prior to the completion of the Merger. The market value of Cliffs common shares may fluctuate prior to the closing of the transaction as a result of a variety of factors, including general market and economic conditions, changes in Cliffs’ business, operations and prospects and regulatory considerations. Such factors are difficult to predict and in many cases may be beyond our control or Cliff’s control. The actual value of the consideration to be received by our stockholders at the completion of the Merger will depend on the market value of the Cliffs common shares at that time. This market value may differ, possibly materially, from the market value of Cliffs common shares at the time the Merger Agreement was entered into or at any other time.

Risk that the Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed. The Merger Agreement contains a number of conditions that must be satisfied or waived in order to complete the Merger. Those conditions include, among others:

•
the adoption of the Merger Agreement by our stockholders;
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the approval by Cliffs shareholders of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the issuance of Cliffs common shares in connection with the Merger;
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the approval to list the Cliffs common shares issuable in connection with the Merger on the NYSE;
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the expiration or termination of the antitrust waiting period applicable to the Merger and receipt of required regulatory approvals in Mexico;
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the absence of any governmental order or law prohibiting the consummation of the Merger;
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the accuracy of Cliffs’ and our respective representations and warranties under the Merger Agreement (subject to the materiality standards set forth in the Merger Agreement);
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Cliffs’ and our performance of their respective obligations under the Merger Agreement in all material respects;
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the absence of a material adverse effect on Cliffs (as described in the Merger Agreement); and
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our receipt of a written opinion of our tax counsel (or, if our tax counsel is unwilling or unable to deliver such tax opinion, Cliffs’ tax counsel, or, if Cliffs’ tax counsel does not deliver such an opinion, subject to our using reasonable best efforts to

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obtain the tax opinion from another nationally recognized tax counsel reasonably acceptable to us) regarding the U.S. federal income tax treatment of the transaction.

These conditions to the closing of the Merger may not be fulfilled in a timely manner or at all, and, accordingly, the Merger may be delayed or may not be completed. In addition, if the Merger is not completed by June 30, 2020 (subject to our and Cliffs’ ability to extend the date to September 30, 2020 and then December 31, 2020 if required antitrust approvals have not yet been obtained or there is an impediment under any antitrust law), either Cliffs or we may choose not to proceed with the Merger. The parties can mutually decide to terminate the Merger Agreement at any time, before or after the receipt of our stockholder approval or Cliffs shareholder approval.

Risk that an adverse ruling in one or more lawsuits filed against AK Steel, its directors, Cliffs, its directors and Merger Sub in connection with the Merger may delay the completion of the Merger or prevent the Merger from being completed. Six actions, including one putative class action lawsuit, have been filed in federal court in Delaware, Michigan and New York by purported stockholders of ours in connection with the Merger: the Stein Action, Spuhler Action, Franchi Action, Raul Action, Ruiz Action and Rubin Action (collectively, the “AK Steel Stockholder Federal Actions”, each as defined and described in Note 11 to the consolidated financial statements in Item 8). A seventh action, the Pate Action (as defined and described in Note 11 to the consolidated financial statements), has been filed by a purported AK Steel stockholder as a putative class action in state court in Ohio (the Pate Action and the AK Steel Stockholder Federal Actions are collectively referred to as the “AK Steel Stockholder Actions.”). Each of the AK Steel Stockholder Actions names AK Steel and its directors as defendants, and the Franchi Action and Pate Action each name Cliffs and Merger Sub as additional defendants. An eighth action, the Nessim Action (as defined and described in Note 11 to the consolidated financial statements), has been filed in federal court in New York against Cliffs and its directors by a purported shareholder of Cliffs (the Nessim Action and the AK Steel Stockholder Federal Actions are collectively referred to as the “Federal Stockholder Actions,” and all eight actions are collectively referred to as the “Stockholder Actions.”). Each of the Federal Stockholder Actions alleges, among other things, that the registration statement on Form S-4 filed by Cliffs in connection with the Merger is false and misleading and/or omits material information concerning the transactions contemplated by the Merger Agreement in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-9 promulgated under the Exchange Act. The Pate Action alleges breach of fiduciary duty claims against the AK Steel directors and aiding and abetting claims against AK Steel, Cliffs and Merger Sub in connection with the transactions contemplated by the Merger Agreement, including that the registration statement on Form S-4 filed by Cliffs in connection with the Merger is false and misleading and/or omits material information concerning the transactions contemplated by the Merger Agreement. The plaintiffs in the Stockholder Actions, among other things, seek to enjoin the transactions contemplated by the Merger Agreement and an award of attorneys’ fees and expenses.

Additional lawsuits related to the transactions contemplated by the Merger Agreement may be filed in the future. Even if the lawsuits are without merit, these claims can result in substantial costs and divert management time and resources. There can be no assurance that any of the defendants will be successful in defending the pending or any potential future lawsuits. A preliminary injunction could delay or jeopardize the completion of the Merger, and an adverse judgment granting permanent injunctive relief could indefinitely enjoin the completion of the Merger. An adverse judgment in any Stockholder Action could result in monetary damages, which could have a negative impact on Cliffs’ and AK Steel’s respective liquidity and financial condition.

Risk of negative impacts on the price of shares of our common stock and our debt securities, our future business and financial results as a result of failing to complete the Merger. If the Merger is not completed for any reason, including the failure of either company’s stockholders to approve the requisite transactions, our business and financial results may be adversely affected, including as follows:

•
we may experience negative reactions from the financial markets, including negative impacts on the market price of our common stock and debt securities;
•
the manner in which customers, vendors, business partners and other third parties perceive us may be negatively impacted, which in turn could affect our ability to compete for new business or obtain renewals in the marketplace more broadly;
•
we may experience negative reactions from employees, which may adversely affect, among other things, productivity, employee turnover and occupational safety; and
•
we have and will continue to expend significant time and resources that could otherwise have been spent on our existing businesses and the pursuit of other opportunities that could have been beneficial to us, and our ongoing business and financial results may be adversely affected.

In addition to the above risks, if the Merger Agreement is terminated and our board seeks an alternative transaction, our stockholders cannot be certain that we will be able to find a party willing to engage in a transaction on more attractive terms than the Merger. If the Merger Agreement is terminated under specified circumstances, we also may be required to pay Cliffs a termination fee.

Risks associated with the Merger Agreement limiting our ability to pursue alternatives to the Merger. The Merger Agreement contains provisions that may discourage a third party from submitting an acquisition proposal to us that might result in greater value to

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our stockholders than the Merger, or may result in a potential competing acquirer proposing to pay a lower per share price to acquire us than it might otherwise have proposed to pay. These provisions include a general prohibition on our soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by our board, entering into discussions with any third party regarding any acquisition proposal or offer for a competing transaction, and a termination fee that is payable to Cliffs if we terminate the Merger Agreement to accept a superior acquisition proposal.

Risk of business uncertainties while the Merger is pending and related adverse effects on our business. Uncertainty about the effect of the Merger on employees, suppliers and customers may have an adverse effect on us. These uncertainties may impair our ability to attract, retain and motivate key personnel until the Merger is completed, and could cause suppliers, customers and others that deal with us to seek to change our existing business relationships. In addition, the Merger Agreement restricts us from entering into certain corporate transactions and taking other specified actions without the consent of Cliffs, and generally requires us to continue our operations in the ordinary course, until completion of the Merger. These restrictions may prevent us from pursuing attractive business opportunities that may arise prior to the completion of the Merger.

Risk of the significant transaction and Merger-related costs exceeding our expectations. We have incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement, including, among others, fees paid to financial, legal and accounting advisors, employee retention costs, severance and benefit costs and filing fees. Many of these costs will be borne by us even if the Merger is not completed and could have an adverse effect on our financial condition and operating results.

Risk that uncertainties associated with the Merger cause a loss of management personnel and other employees, which could adversely affect our future business and operations. We are dependent on the experience and industry knowledge of our officers and other employees to execute our business plans. Our success depends in part upon our ability to retain management personnel and other employees. Our current and prospective employees may experience uncertainty about their roles within the combined company following the Merger, which may have an adverse effect on our ability to attract or retain management and other personnel while the transaction is pending.

Item 1B.
Unresolved Staff Comments.

None.

Item 2.
Properties.

We lease our corporate headquarters in West Chester, Ohio, through 2029, with two five-year options to extend the lease. We own our Research and Innovation Center located in Middletown, Ohio.

Our operations consist primarily of seven steelmaking and finishing plants in the United States. We own all of our steelmaking and finishing facilities. In addition, we operate two coke plants, a metallurgical coal production facility, three tube manufacturing plants and ten tooling and stamping operations in the United States, Canada and Mexico.

Butler Works is located in Butler, Pennsylvania, and produces stainless, electrical and carbon steel. Melting takes place in an electric arc furnace that feeds an argon-oxygen decarburization unit for the specialty steels. A ladle metallurgy furnace feeds two double-strand continuous casters. Butler Works also includes a hot rolling mill, annealing and pickling units and two tandem cold rolling mills. It also has various intermediate and finishing operations for both stainless and electrical steels.

Coshocton Works is located in Coshocton, Ohio, and consists of a stainless steel finishing plant containing two Sendzimer mills and two Z-high mills for cold reduction, four annealing and pickling lines, nine bell annealing furnaces, four hydrogen annealing furnaces, two bright annealing lines and other processing equipment, including temper rolling, slitting and packaging facilities.

Dearborn Works is located in Dearborn, Michigan, and its operations include carbon steel melting, casting, hot and cold rolling and finishing operations for carbon steel. It consists of a blast furnace, basic oxygen furnaces, two ladle metallurgy furnaces, a vacuum degasser and two slab casters. Dearborn Works also has a hot rolling mill, a pickle line/tandem cold mill, batch anneal shops, a temper mill and a hot-dip galvanizing line for finishing products.

Mansfield Works is located in Mansfield, Ohio, and produces stainless steel. Operations include a melt shop with two electric arc furnaces, an argon-oxygen decarburization unit, a ladle metallurgy furnace, a thin-slab continuous caster and a hot rolling mill.

Middletown Works is located in Middletown, Ohio, and melts carbon steel and processes carbon and stainless steel. It consists of a coke facility, a blast furnace, basic oxygen furnaces, a CAS-OB, a vacuum degasser and a continuous caster for the production of

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carbon steel. Middletown Works also has a hot rolling mill, cold rolling mill, two pickling lines, four annealing facilities, two temper mills and three coating lines for finishing products.

Rockport Works is located near Rockport, Indiana, and consists of a carbon and stainless steel finishing plant containing a continuous cold rolling mill, a continuous hot-dip galvanizing and galvannealing line, a continuous carbon and stainless steel pickling line, a continuous stainless steel annealing and pickling line, hydrogen annealing facilities and a temper mill.

Zanesville Works is located in Zanesville, Ohio, and consists of a finishing plant for some of the stainless and electrical steel produced at Butler Works and Mansfield Works and has a Sendzimer cold rolling mill, annealing and pickling lines, high-temperature box anneal and other decarburization and coating units.

AK Tube, a subsidiary, owns a plant in Walbridge, Ohio, which operates six electric resistance welded tube mills. It also has a plant on leased land in Columbus, Indiana, which operates seven electric resistance welded tube mills, three high-speed cold saws. AK Tube’s leased plant in Queretaro, Mexico, operates one electric resistance welded tube mill and one high-speed cold saw.

AK Coal, a subsidiary, produces metallurgical coal from reserves in Somerset County, Pennsylvania.

Mountain State Carbon, LLC, a subsidiary, produces furnace and foundry coke from its cokemaking facility in Follansbee, West Virginia, which consists of four batteries.

Precision Partners, a subsidiary, provides advanced-engineered solutions, tool design and build, hot- and cold-stamped steel components and complex assemblies for the automotive market across ten plants in Ontario, Alabama and Kentucky. Its facilities feature seven large-bed, hot-stamping presses providing thirteen lines of production; 81 cold-stamping presses ranging from 200 tons to 3,000 tons of pressing capacity; 17 large-bed, high-tonnage tryout presses with prove-out capabilities for new tool builds; and 144 multi-axis welding assembly cells. Precision Partners owns one facility in Ontario and the remainder are leased.

Item 3.
Legal Proceedings.

Information for this item may be found in Note 11 to the consolidated financial statements in Item 8, which is incorporated herein by reference.

Item 4.
Mine Safety Disclosures.

The operations of AK Coal’s North Fork mine and 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 Annual Report presents 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.


PART II

Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

AK Holding’s common stock is listed on the New York Stock Exchange (symbol: AKS). As of February 18, 2020, there were 316,909,268 shares of common stock outstanding and held of record by 3,470 stockholders. Because depositories, brokers and other nominees hold many of these shares, the number of record holders is not representative of the number of beneficial holders. There were no unregistered sales of equity securities in the year ended December 31, 2019.



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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)
October 2019
 
414

 
$
2.43

 
—

 
 
November 2019
 
—

 
—

 
—

 
 
December 2019
 
—

 
—

 
—

 
 
Total
 
414

 
2.43

 
—

 
$
125.6


(a)
Employees may have us withhold shares to pay federal, state and local taxes due upon the vesting of restricted stock or performance shares under the terms of the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan. In this event, the withheld shares have a fair market value equal to the minimum statutory withholding rate that tax authorities could impose on the transaction. We repurchase the withheld shares at the quoted closing price on the day we withhold the shares.
(b)
On October 21, 2008, the Board of Directors authorized us to repurchase, from time to time, up to $150.0 of our outstanding equity securities. The Board of Directors’ authorization specified no expiration date. We did not repurchase any of our equity securities under this authorization in 2019.



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The following graph compares cumulative total stockholder return on AK Holding’s common stock for the five-year period from January 1, 2015 through December 31, 2019, with the cumulative total return for the same period of (i) the Standard & Poor’s Small Cap 600 Stock Index, and (ii) the New York Stock Exchange Arca Steel Index. These comparisons assume an investment of $100 at the beginning of the period and reinvestment of dividends.
chart-fe16ee5f56d452a390d.jpg
 
January 1,
 
December 31,
 
2015
 
2015
 
2016
 
2017
 
2018
 
2019
AK Holding
$
100

 
$
38

 
$
172

 
$
95

 
$
38

 
$
55

NYSE Arca Steel
100

 
56

 
107

 
130

 
102

 
111

S&P 600 Small Cap
100

 
97

 
121

 
135

 
122

 
147



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Item 6.
Selected Financial Data.

The following selected historical consolidated financial data should be read along with the consolidated financial statements presented in Item 8 and Management’s Discussion and Analysis of Financial Condition and Results of Operations presented in Item 7.
 
2019
 
2018
 
2017
 
2016
 
2015
 
(dollars in millions, except per share and per ton data)
Statement of Operations Data:
 
 
 
 
 
 
 
 
 
Net sales
$
6,359.4

 
$
6,818.2

 
$
6,080.5

 
$
5,882.5

 
$
6,692.9

Operating profit (loss)
209.3

 
364.4

 
260.2

 
217.6

 
(67.4
)
Net income (loss) attributable to AK Steel Holding Corporation (a)
11.2

 
186.0

 
103.5

 
(16.8
)
 
(652.3
)
Basic earnings (loss) per share
0.04

 
0.59

 
0.33

 
(0.07
)
 
(3.67
)
Diluted earnings (loss) per share (a)
0.04

 
0.59

 
0.32

 
(0.07
)
 
(3.67
)
Other Data:
 
 
 
 
 
 
 
 
 
Total flat-rolled shipments (in thousands of tons)
5,342.2

 
5,683.4

 
5,596.2

 
5,936.4

 
6,974.0

Selling price per flat-rolled ton
$
1,078

 
$
1,091

 
$
1,022

 
$
955

 
$
929

Balance Sheet Data:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
31.0

 
$
48.6

 
$
38.0

 
$
173.2

 
$
56.6

Working capital
959.8

 
1,072.7

 
1,070.1

 
1,077.1

 
899.5

Total assets (b)
4,590.6

 
4,515.7

 
4,474.8

 
4,101.7

 
4,157.8

Long-term debt
1,968.8

 
1,993.7

 
2,110.1

 
1,816.6

 
2,354.1

Current portion of pension and other postretirement benefit obligations
41.0

 
38.7

 
40.1

 
41.3

 
77.7

Pension and other postretirement benefit obligations (excluding current portion)
717.8

 
829.9

 
894.2

 
1,093.7

 
1,146.9

Total equity (deficit)
477.3

 
429.5

 
300.6

 
149.8

 
(528.4
)

(a)
In 2019, we recorded a charge of $69.3 ($0.22 per diluted share) to permanently close Ashland Works. In 2019, 2018 and 2016, we recorded pension settlement charges of $26.9 ($0.08 per diluted share), $14.5 ($0.05 per diluted share) and $25.0 ($0.11 per diluted share). In 2017, we recorded an asset impairment charge of $75.6 ($0.24 per diluted share) related to the Ashland Works blast furnace and steelmaking operations (“Ashland Works Hot End”) and a credit of $19.3 ($0.06 per diluted share) for the reversal of a liability for transportation costs. In 2016, we also recorded costs of $69.5 ($0.30 per diluted share) to terminate a pellet offtake agreement and for related transportation costs. Under our method of accounting for pensions and other postretirement benefits, we recorded pension corridor charges of $78.4 ($0.34 per diluted share) and $144.3 ($0.81 per diluted share) in 2016 and 2015, and OPEB corridor credits of $35.3 ($0.15 per diluted share) and $13.1 ($0.07 per diluted share) in 2016 and 2015. In 2015, we also recorded a charge for a temporary facility idling of $28.1 ($0.16 per diluted share) for the Ashland Works Hot End and impairments of our investments in our former Magnetation LLC joint venture of $256.3 ($1.44 per diluted share) and AFSG Holdings, Inc. of $41.6 ($0.23 per diluted share).
(b)
We adopted Accounting Standards Update No. 2016-02, Leases (Topic 842), as of January 1, 2019 through the modified retrospective method and recorded additional lease assets and liabilities of $291.1 as of January 1, 2019. Prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting treatment.

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Executive Overview

We are a leading producer of flat-rolled carbon, stainless and electrical steel products, primarily for the automotive, infrastructure and manufacturing, and distributors and converters markets. Our downstream businesses also provide customer solutions with carbon and stainless steel tubing products, high-end stainless steel finishing, advanced-engineered solutions, tool design and build, hot- and cold-stamped steel components and complex assemblies.

Our mission is to create innovative, high-quality steel solutions for our customers and our key values of safety, quality, productivity and innovation, along with environmental responsibility and sustainability, are its foundation. We target customers who require the most technically demanding, highest-quality steel products, “just-in-time” delivery, technical support and product development assistance. Our robust product quality and delivery capabilities, as well as our emphasis on collaborative customer technical support and product planning, are critical factors in our ability to serve our customer markets. We focus on value-added steel solutions rather than sales into commodity steel markets.

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2019 Financial Overview

In 2019, we made significant capital investments to strengthen the company for the long-run, including a major planned outage that will lower our steelmaking costs at Dearborn Works and the construction of a new Precision Partners facility to grow our market position and capabilities in automotive stamping and complex assembly. While those investments will benefit the company in future years, we faced market headwinds in 2019 that impacted our financial results. Those headwinds included lower shipments resulting from challenging steel market conditions with softening spot market steel prices and a slight decline in automotive demand, including reduced shipments to General Motors as a result of the 40-day strike that halted its vehicle production. Our 2019 net income was $11.2, or $0.04 per diluted share of common stock, which reflected a charge for the Ashland Works closure of $69.3 (or $0.22 per diluted share), compared to 2018 net income of $186.0, or $0.59 per diluted share. Our 2019 results also reflected a pension settlement charge of $26.9, or $0.08 per diluted share, from a pension annuity transaction that we entered into in the fourth quarter of 2019 as part of our efforts to de-risk our balance sheet. Our 2018 results reflected a pension settlement charge of $14.5, or $0.05 per diluted share, for a separate pension annuity transaction that we entered into in 2018. Excluding the Ashland closure and pension settlement charges, 2019 adjusted net income was $107.4, or $0.34 per diluted share, compared to 2018 adjusted net income of $200.5, or $0.64 per diluted share. Our adjusted EBITDA (as defined in Non-GAAP Financial Measures) was $446.5, or 7.0% of net sales, for 2019, compared to adjusted EBITDA of $563.4, or 8.3% of net sales, for 2018.

Our 2019 results reflected lower shipments of flat-rolled steel from a year ago, primarily due to a softening of sales to the distributors and converters market and reduced shipments to the automotive market. The average selling price per flat-rolled steel ton decreased by 1% in 2019 from 2018, primarily due to lower selling prices for carbon spot market sales. These impacts were partially offset by higher selling prices to the automotive market and lower costs for scrap, alloys and energy. Maintenance outage costs in 2019 were $81.0, compared to $91.1 in 2018. We recorded mark-to-market unrealized gains on iron ore derivatives of $49.6 in 2019, as compared to unrealized gains of $0.2 in 2018.

In January 2019, we announced our intent to close Ashland Works, including the previously idled blast furnace and steelmaking operations (“Ashland Works Hot End”), and the hot dip galvanizing coating line that had remained operational. During 2019, we transitioned products to our other, lower cost U.S. coating lines and in November 2019 ceased operations at the Ashland Works coating line. We recorded a charge of $69.3, or $0.22 per diluted share, during 2019 for termination of certain take-or-pay agreements, supplemental unemployment and other employee benefit costs, estimated multiemployer plan withdrawal liability, and other costs. See discussion below and in Note 3 to the consolidated financial statements.

During 2019, we transferred $615.6 of pension obligations to a highly-rated insurance company for approximately 4,250 retirees or their beneficiaries. Since mid-2016, we have transferred a total of $1.1 billion in pension trust assets to purchase four non-participating annuity contracts that require highly-rated insurance companies to pay the transferred pension obligations to approximately 20,000 pension participants. The settlement charges related to these transactions represent the recognition of unrealized actuarial losses that were being recognized over the future estimated remaining lives of the affected pension participants.

2019 Compared to 2018

Steel Shipments

Flat-rolled steel shipments in 2019 were 5,342,200 tons, a 6% decrease compared to 2018 shipments of 5,683,400 tons. The decrease was a result of lower shipments to the distributors and converters market and a 6% decline in shipments to the automotive market, due in part to the 40-day strike at General Motors. Shipments of flat-rolled steel by product category for 2019 and 2018, as a percent of total flat-rolled steel shipments, were as follows:


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Flat-Rolled Steel Shipments by Product Category
chart-1d30984ce04a5aa4ada.jpg chart-2601d370323755ce89f.jpg
 
 
 
 
 
 
 
 
 
Net Sales

The following table presents information on net sales:
 
 
2019
 
2018
 
Increase (Decrease)
Net sales
 
$
6,359.4

 
$
6,818.2

 
(7
)%
Average net selling price per ton
 
1,078

 
1,091

 
(1
)%
Net sales outside the United States
 
569.4

 
634.8

 
 
Net sales outside the United States as a percent of net sales
 
9
%
 
9
%
 
 

The decrease in net sales was driven primarily by lower shipments and lower spot market steel pricing, which includes the effect of surcharges, partly offset by higher selling prices for automotive shipments. The decrease in average net selling price per ton was primarily driven by reduced selling prices in the carbon spot market.

The following table presents the percentage of net sales to each of our markets:
Market
 
2019
 
2018
Automotive
 
66
%
 
63
%
Infrastructure and Manufacturing
 
16
%
 
15
%
Distributors and Converters
 
18
%
 
22
%

Cost of Products Sold

Cost of products sold in 2019 of $5,606.3, or 88.2% of net sales, decreased from 2018 cost of products sold of $5,911.0, or 86.7% of net sales. The decrease was largely due to a lower volume of shipments and lower costs for scrap, alloys and energy, which were partially offset by higher costs for iron ore, coal and coke. Cost of products sold in 2019 included total outage costs of $81.0, compared to total outage costs in 2018 of $91.1, which included unplanned outage costs at our Middletown Works totaling $50.9. We had $18.9 of insurance recoveries in 2019, compared to insurance recoveries totaling $15.1 in 2018. We recorded mark-to-market gains of $49.6 and $0.2 for 2019 and 2018 from iron ore derivatives that do not qualify as cash flow hedges for accounting purposes.

Selling and Administrative Expense

Selling and administrative expense decreased to $295.2 in 2019 from $322.6 in 2018. The decrease was primarily a result of lower variable compensation expense compared to the prior year.


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Depreciation Expense

Depreciation expense decreased to $192.6 in 2019 from $220.2 in 2018. The decline was primarily a result of a significant amount of fixed assets related to the initial construction of our Rockport Works facility becoming fully depreciated as of December 31, 2018, partly offset by higher depreciation at SunCoke Middletown.

Ashland Works Closure

As a result of the decision to permanently close Ashland Works discussed in Note 3 to the consolidated financial statements, we recorded a charge in 2019 of $69.3, which included $18.5 for termination of certain take-or-pay supply agreements, $20.1 for supplemental unemployment and other employee benefit costs, pension and other postretirement employee benefit (“OPEB”) termination benefits of $13.3 (recorded in pension and OPEB (income) expense), an estimated multiemployer plan withdrawal liability of $10.0, and $7.4 for other costs.

Operating Profit

Operating profit for 2019 of $209.3 was lower than 2018 operating profit of $364.4. Included in operating profit was SunCoke Middletown’s operating profit of $52.2 and $58.4 for 2019 and 2018.

Interest Expense

Interest expense for 2019 decreased to $146.6 from $151.6 in 2018, primarily as a result of lower average borrowings under the Credit Facility in 2019.

Pension and OPEB (Income) Expense

Pension and OPEB expense was $12.0 in 2019, compared to income of $19.2 in 2018. The change from income to expense in 2019 was primarily due to pension and OPEB termination benefits of $13.3 recognized in 2019 associated with the Ashland Works closure and a lower expected return on plan assets, partially offset by a greater amount of amortization of unrealized gains. We also recorded settlement losses of $26.9 and $14.5 in 2019 and 2018 as a result of purchases of non-participating annuity contracts for certain retirees and lump sum payouts to new retirees.

Other (Income) Expense

Other (income) expense was income of $18.5 in 2019 and income of $5.9 in 2018. Included in 2019 was a gain of $11.6 related to the sale of electrical transmission assets at our Dearborn Works.

Income Tax Expense (Benefit)

We recorded income tax expense of $6.2 in 2019, compared to an income tax benefit of $6.2 in 2018. Included in 2018 is an income tax benefit of $5.3 as a result of a reduction in our valuation allowance caused by changes to the tax net operating loss carryover rules included in the Tax Cuts and Jobs Act of 2017 that allow us to use certain indefinite-lived deferred tax liabilities as a source of future income to realize deferred tax assets.

Net Income and Adjusted Net Income Attributable to AK Steel Holding Corporation

Net income attributable to AK Holding in 2019 was $11.2, or $0.04 per diluted share. Net income in 2019 included a charge for the Ashland Works closure of $69.3, or $0.22 per diluted share, and a pension settlement loss of $26.9, or $0.08 per diluted share. Excluding these items, we reported adjusted net income attributable to AK Holding of $107.4, or $0.34 per diluted share, for 2019.

Net income attributable to AK Holding in 2018 was $186.0, or $0.59 per diluted share. Net income in 2018 reflected a pension settlement charge of $14.5, or $0.05 per diluted share. Excluding this item, we reported adjusted net income attributable to AK Holding of $200.5, or $0.64 per diluted share, for 2018.

Adjusted EBITDA

Adjusted EBITDA was $446.5, or 7.0% of net sales, for 2019, as compared to $563.4, or 8.3% of net sales, for 2018.


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For a comparison of the year ended December 31, 2018 to the year ended December 31, 2017, refer to 2018 Compared to 2017, which is incorporated herein by reference, of Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2018.

Non-GAAP Financial Measures

In certain of our disclosures, we have reported adjusted EBITDA, adjusted EBITDA margin and adjusted net income attributable to AK Holding that exclude the effects of noncontrolling interests, costs associated with the closure of Ashland Works, pension settlement charges and a credit for adjustment to a liability for transportation costs. We believe that reporting adjusted net income attributable to AK Holding (as a total and on a per share basis) with these items excluded more clearly reflects our current operating results and provides investors with a better understanding of our overall financial performance. Adjustments to net income attributable to AK Holding do not result in an income tax effect as any gross income tax effects are offset by a corresponding change in the deferred income tax valuation allowance.

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, we have made the adjustments to EBITDA noted in the preceding paragraph. The adjusted results, although not financial measures under generally accepted accounting principles in the United States (“GAAP”) and not identically applied by other companies, facilitate the ability to analyze our financial results in relation to those of our competitors and to our prior financial performance by excluding items that otherwise would distort the comparison. Adjusted EBITDA, adjusted EBITDA margin and adjusted net income are not, however, intended as alternative measures of operating results or cash flow from operations as determined in accordance with GAAP and are not necessarily comparable to similarly titled measures used by other companies.

Neither current stockholders nor potential investors in our securities should rely on adjusted EBITDA, adjusted EBITDA margin or adjusted net income as a substitute for any GAAP financial measure and we encourage investors and potential investors to review the following reconciliations of adjusted EBITDA and adjusted net income.

Reconciliation of Adjusted EBITDA
 
 
2019
 
2018
 
2017
Net income attributable to AK Holding
 
$
11.2

 
$
186.0

 
$
103.5

Net income attributable to noncontrolling interests
 
51.8

 
58.1

 
61.4

Income tax expense (benefit)
 
6.2

 
(6.2
)
 
(2.2
)
Interest expense, net
 
145.7

 
150.7

 
150.9

Depreciation and amortization
 
209.8

 
237.0

 
236.3

EBITDA
 
424.7

 
625.6

 
549.9

Less: EBITDA of noncontrolling interests (a)
 
74.4

 
76.7

 
77.7

Ashland Works closure
 
69.3

 
—

 
—

Pension settlement charges
 
26.9

 
14.5

 
—

Credit for adjustment of liability for transportation costs
 
—

 
—

 
(19.3
)
Asset impairment charge
 
—

 
—

 
75.6

Adjusted EBITDA
 
$
446.5

 
$
563.4

 
$
528.5

Adjusted EBITDA margin
 
7.0
%
 
8.3
%
 
8.7
%

(a)
The reconciliation of net income attributable to noncontrolling interests to EBITDA of noncontrolling interests is as follows:
 
 
2019
 
2018
 
2017
Net income attributable to noncontrolling interests
 
$
51.8

 
$
58.1

 
$
61.4

Depreciation
 
22.6

 
18.6

 
16.3

EBITDA of noncontrolling interests
 
$
74.4

 
$
76.7

 
$
77.7




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Reconciliation of Adjusted Net Income
 
 
2019
 
2018
 
2017
Reconciliation to Net Income Attributable to AK Holding
 
 
 
 
 
 
Net income attributable to AK Holding, as reported
 
$
11.2

 
$
186.0

 
$
103.5

Ashland Works closure
 
69.3

 
—

 
—

Pension settlement charges
 
26.9

 
14.5

 
—

Credit for adjustment of liability for transportation costs
 
—

 
—

 
(19.3
)
Asset impairment charge
 
—

 
—

 
75.6

Adjusted net income attributable to AK Holding
 
$
107.4

 
$
200.5

 
$
159.8

 
 
 
 
 
 
 
Reconciliation to Diluted Earnings per Share
 
 
 
 
 
 
Diluted earnings per share, as reported
 
$
0.04

 
$
0.59

 
$
0.32

Ashland Works closure
 
0.22

 
—

 
—

Pension settlement charges
 
0.08

 
0.05

 
—

Credit for adjustment of liability for transportation costs
 
—

 
—

 
(0.06
)
Asset impairment charge
 
—

 
—

 
0.24

Adjusted diluted earnings per share
 
$
0.34

 
$
0.64

 
$
0.50


Liquidity and Capital Resources

We have a revolving credit facility (the “Credit Facility”) that expires in September 2022 with a $1,500.0 commitment. At December 31, 2019, we had total liquidity of $835.4, consisting of $30.8 of cash and cash equivalents and $804.6 of availability under the Credit Facility. Our obligations under the Credit Facility are secured by inventory and accounts receivable. Availability under the Credit Facility fluctuates monthly based on our varying levels of eligible collateral. Our eligible collateral was $1,327.1 at December 31, 2019, after application of applicable advance rates. At December 31, 2019, we had $450.0 of outstanding borrowings under the Credit Facility, and $72.5 of outstanding letters of credit that further reduced availability. During the year ended December 31, 2019, our borrowings from the Credit Facility ranged from $285.0 to $475.0, with outstanding borrowings averaging $356.0 per day.

We believe that our current sources of liquidity will be adequate to meet our obligations for the foreseeable future. We expect to fund future liquidity requirements for items such as capital investments, employee and retiree benefit obligations, scheduled debt maturities and debt redemptions with internally generated cash and other financing sources. As part of our efforts to improve our capital structure, we regularly evaluate accessing the capital markets as a source of liquidity if we view conditions as favorable. We may use the Credit Facility as necessary to fund requirements for working capital, capital investments and other general corporate purposes. We are focused on reducing debt through free cash flow generation. Our Credit Facility is scheduled to expire in September 2022 and any amounts outstanding under it at the time of expiration would need to be repaid or refinanced.

From time to time, we may repurchase, as we have done previously, outstanding notes in the open market on an unsolicited basis, by tender offer, through privately negotiated transactions or otherwise. Our forward-looking statements on liquidity are based on currently available information and expectations and, if the information or expectations are inaccurate or conditions deteriorate, there could be a material adverse effect on our liquidity.

We have significant debt maturities and other obligations that will be due in future periods, including possible required cash contributions to our qualified pension plan. For further information, see the Contractual Obligations section.

Cash from operating activities totaled $265.9 for 2019, which includes $68.6 that was generated by and can only be used by SunCoke Middletown for its operations or for distribution to its equity owners. Cash generated from a $60.2 decrease in accounts receivable, a $73.7 decrease in inventory and a $75.0 decrease in other assets was partially offset by cash used for a $172.8 decrease in accounts payable and other current liabilities. During the year, we made required annual pension contributions of $43.5 and payments for other pension and OPEB benefits of $27.7. The remaining cash from operations was generated from normal business activities for the year.

Investing and Financing Activities

During 2019, net cash used for investing activities totaled $188.2, primarily for capital investments, including $14.0 of capital investments made by SunCoke Middletown. Cash used for capital investments, excluding SunCoke Middletown, totaled $180.8 in 2019. Our increase in 2019 from 2018 was primarily due to significant capital investments to strengthen the company for the long-run,

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including a major planned outage that will lower our steelmaking costs at Dearborn Works and the construction of a new Precision Partners facility to grow our market position and capabilities in automotive stamping and complex assembly.

Net cash used for financing activities in 2019 was $95.3, primarily for payments to retire the aggregate principal amount of $148.5 of our Exchangeable Notes, partly offset by from borrowings on the Credit Facility. The total cash used for financing activities also includes $55.6 of payments from SunCoke Middletown to SunCoke.

Restrictions Under Debt Agreements

The indentures governing our senior indebtedness and tax-exempt fixed-rate industrial revenue bonds (“IRBs”) (collectively, the “Notes”) and Credit Facility contain restrictions and covenants that may limit our operating flexibility. The Credit Facility contains customary restrictions, including limitations on, among other things, distributions and dividends, acquisitions and investments, dispositions, indebtedness, liens and affiliate transactions. Availability is calculated as the lesser of the total commitments under the Credit Facility or eligible collateral after advance rates, less outstanding revolver borrowings and letters of credit. The Credit Facility requires us to maintain a minimum fixed charge coverage ratio of one to one if availability under the Credit Facility is less than $150.0. We are in compliance with restrictions and covenants under our Credit Facility and Notes and, in the absence of any significant and sustained material adverse events, expect that we will remain in compliance for the foreseeable future.

The indentures governing the Notes include customary restrictions on (a) the incurrence of additional debt by certain of our subsidiaries, (b) the incurrence of certain liens, (c) the amount of sale/leaseback transactions, and (d) our ability to merge or consolidate with other entities or to sell, lease or transfer all or substantially all of our assets to another entity. The Notes also contain customary events of default. In addition, the indenture governing the 7.50% Senior Secured Notes due July 2023 includes covenants with customary restrictions on the use of proceeds from the sale of collateral.

We do not expect any of these restrictions to affect or limit our ability to conduct our business in the ordinary course. During 2019, we were in compliance with all the terms and conditions of our debt agreements.

Employee Benefit Obligations

In recent years, we have taken multiple steps in reducing and de-risking our pension obligations, including freezing all benefits under our major pension plan, closing our pension plans to new participants, and providing lump sum distributions to eligible participants. During 2019, we transferred $615.6 of pension obligations to an insurance company for approximately 4,250 retirees or their beneficiaries. Since mid-2016, we have transferred a total of $1.1 billion in pension trust assets to purchase four non-participating annuity contracts that require highly-rated insurance companies to pay the transferred pension obligations to approximately 20,000 pension participants. These actions greatly reduce our exposure to financial market volatility and the risk of significant increases in future required pension contributions as a result of this volatility. We intend to actively seek options to further de-risk our pension and OPEB obligations.

Our pension and OPEB obligations recorded on our consolidated balance sheets declined by $109.8 in 2019, primarily due to contributing $43.5 to the pension trust and achieving favorable investment returns from pension plan assets. We will be required to make contributions to our plan’s pension trust of varying amounts until it is fully funded, and some of these contributions could be substantial. We are required to make approximately $45.0 of pension contributions in 2020. Based on current actuarial assumptions, we expect to make required annual pension contributions of approximately $45.0 for 2021 and $35.0 for 2022. The amount and timing of future required contributions to the pension trust depend on assumptions about future events. The most significant of these assumptions are the future investment performance of the pension funds, actuarial data about plan participants and the interest rate we use to discount benefits to their present value. In addition, the amount and timing of future contributions may be affected by future activities we may take to reduce and de-risk our pension obligations. Because of the variability of factors underlying these assumptions, including the possibility of future pension legislation or increased pension insurance premiums, the reliability of estimated future pension contributions decreases as the length of time until we must make the contribution increases. Effective January 1, 2020, we changed our assumption for future expected returns on plan assets to 7.50% from 6.75% in response to a change in asset allocation.

We provide healthcare benefits to a significant portion of our employees and retirees. OPEB benefits have been either eliminated for new employees or are subject to caps on the share of benefits we pay. Based on the assumptions used to value other postretirement benefits, primarily retiree healthcare and life insurance benefits, annual cash payments for these benefits are expected to be in a range that trends down from $35.6 in 2020 to $7.6 over the next 30 years.


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Ashland Works Closure

In January 2019, our Board of Directors approved and we announced the planned closure of our Ashland Works, including the previously idled Ashland Works Hot End and the hot dip galvanizing coating line that continued to operate. Factors that influenced our decision to close Ashland Works included an uncertain global trade landscape influenced by shifting domestic and international political priorities, Ashland Works’ high cost of production, and continued intense competition from domestic and foreign steel competitors. These conditions directly impacted our pricing, which in turn directly impacted our assessment of the demand forecasts for the markets we serve. Despite several favorable trade actions, carbon steel imports remained at a high level, driven by global overcapacity, particularly in China. We expected global overcapacity to be exacerbated by several domestic steel companies that had restarted or planned new capacity additions in the United States. In addition, we concluded that we had sufficient coating capacity to meet our customers’ needs without using our coating operations at Ashland Works. We have transitioned products to our other, lower cost U.S. coating lines and closed the Ashland Works coating line in November 2019.

By transitioning production to our other, lower cost operations in the United States that have available capacity, we have increased those operations’ utilization rates. Once fully implemented, these actions are projected to result in annual savings of over $40.0, primarily from switching production to lower-cost operations, reducing the costs for ongoing maintenance, utilities and supplier obligations at Ashland Works, and lowering transportation costs by being able to process steel closer to the end customer and eliminate additional product movement between our facilities. These savings, which began in 2019, and the positive impact of the Administration’s policies to address unfair trade practices will help facilitate our longer-term growth plans by helping us maintain and enhance our more cost-effective steelmaking facilities and further driving growth and innovation.

For the year ended December 31, 2019, we have recorded a charge of $69.3, which included $18.5 for termination of take-or-pay supply agreements, $20.1 for supplemental unemployment and other employee benefit costs, pension and OPEB termination benefits of $13.3 (recorded in pension and OPEB (income) expense), an estimated multiemployer plan withdrawal liability of $10.0 (after a fourth quarter 2019 credit of $8.0 to adjust the estimate), and $7.4 for other costs. We made cash payments of $8.8 in 2019 related to the 2019 charge and expect to make cash payments of approximately $25.0 in 2020 and the remaining amount over several years thereafter. The supplemental unemployment and other employee benefit costs are expected to be paid primarily in 2020 and 2021. The actual multiemployer plan withdrawal liability will not be known until a future date and is expected to be paid over a number of years. Ongoing costs to maintain the equipment and utilities and meet supplier obligations related to the idled Ashland Works Hot End were $12.6, $20.0 and $21.2 for the years ended December 31, 2019, 2018 and 2017. These cash costs related to closing the facility will decline in future years. We recorded $4.0 of accelerated depreciation related to the coating line fixed assets for the year ended December 31, 2019 to fully depreciate them.

Off-Balance Sheet Arrangements

There were no material off-balance sheet arrangements as of December 31, 2019.

Selected Factors that Affect Our Operating Results

Automotive Market

We sell a significant portion of our carbon and stainless steel flat-rolled and tubular products directly to automotive manufacturers and their Tier 1 suppliers, as well as to distributors, service centers and converters who in some cases resell the products to the automotive industry. Because the automotive market is an important element of our business and growth strategy, North American light vehicle production has a significant impact on our total sales and shipments. In 2019, North American light vehicle production declined to approximately 16.3 million units from the prior year, due in part to the 40-day strike at GM that halted its vehicle production. As a result of these factors, our flat-rolled steel shipments to the automotive industry declined 6%. Substantially all of Precision Partners’ revenue is from the automotive market and new vehicle platforms in its hot-stamping and cold-stamping business drove a higher level of revenue in 2019 than in 2018.

In May 2019, GM and Ford each presented us with prestigious supplier awards. At the GM 27th Annual Supplier of the Year Awards, GM recognized its best suppliers that have consistently exceeded GM’s expectations, created outstanding value or introduced innovations to GM. AK Steel was awarded as a Supplier of the Year for Non-Fabricated Steel, the second consecutive year that we received the award. In addition, at Ford’s 21st Annual Ford World Excellence Awards, Ford recognized AK Steel as a top-performing global supplier and presented us with its Smart Brand Pillar award in recognition of demonstrated leadership in Ford’s primary brand pillars. Further, AK Tube was one of just three suppliers to receive a Supplier of the Year award from Kirchhoff Automotive in 2019.


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Carbon Steel Spot Market

Since 2016, we have intentionally and substantially reduced our sales and shipments to the commodity carbon steel spot market and implemented a strategy to focus our product mix on value-added steel products. Generally, sales into the carbon steel spot market are at prevailing market prices, which are highly volatile, and are subject to intense competition from both low-cost domestic producers and cheap, unfairly traded foreign imports. Fluctuations in spot market prices have a direct effect on our results and are driven by factors mostly outside our control. In addition, the spot market price fluctuations do not always directly correlate with our raw material and energy costs and, consequently, we have limited ability to pass through increases in costs to customers absent increases in the market price. We reduced shipments of our commodity carbon steels in 2019 compared to 2018, primarily due to declining carbon spot market prices.

Specialty Stainless and Electrical Steel Markets

We are a leading manufacturer of value-added stainless steel, primarily for the automotive market. Stainless steel is typically priced with a fixed base price and surcharges to reflect changes in the cost of certain raw materials. Thus, while we expect changes in revenues will generally offset changes in costs, there may be a timing lag from the change in costs in one period to the change in revenue in a different period.

We are also a leading manufacturer of GOES and other electrical steels, which we sell to customers primarily in North America and Europe. We have experienced a notable decline in shipments to international markets due to global overcapacity and both direct and indirect effects of European and Chinese trade actions. Our domestic electrical steel sales have also declined due to increased imports of laminations (cut sheets of steel) and transformer cores (which includes both stacked and wound laminations).

Trade Matters

Section 232 Investigation of Imported Foreign Steel

On April 19, 2017, the Commerce Department initiated an investigation pursuant to Section 232 of the Trade Expansion Act, as amended by the Trade Act of 1974 (“Section 232”), into whether imports of foreign steel into the U.S. posed a threat to U.S. national security. On March 8, 2018, President Trump signed a proclamation pursuant to Section 232 imposing a 25 percent tariff on imported steel. Following the proclamation, the U.S. government announced various agreements for exemptions from the Section 232 steel tariff for certain countries, including Argentina, Australia, Brazil and South Korea. Some of these countries, such as South Korea and Brazil, have agreed to a quota system that limits their annual imports of steel into the U.S. In addition, although steel products from the European Union, Canada and Mexico were initially exempted from the tariff, on June 1, 2018, those exemptions expired and the Section 232 tariff was applied to steel imports from these countries as well.

In retaliation against the Section 232 tariffs, the European Union, Mexico and Canada subsequently imposed their own tariffs against certain steel products and other goods imported from the U.S. The Mexican retaliatory tariffs went into effect on June 5, 2018, the European Union’s tariffs began to apply on June 22, 2018, and Canadian tariffs became effective on July 1, 2018. We ship steel products into Canada, Mexico and the European Union and have been required to pay tariffs on certain of our shipments. On May 17, 2019, the United States announced an agreement with Canada and Mexico to remove the Section 232 tariffs for steel and aluminum imports from those countries and for the removal of all retaliatory tariffs imposed on American goods by those countries. The agreement provides for aggressive monitoring and a mechanism to prevent surges in imports of steel and aluminum. If surges in imports of specific steel products occur, the United States may re-impose Section 232 tariffs on those products. Any retaliation by Canada and Mexico, however, would then be limited to steel products. The Section 232 steel and related retaliatory tariffs still remain in place with the European Union, and negotiations between the U.S. and European Union are ongoing. In addition to the ongoing country-by-country negotiations in which the U.S. government is engaged, the Commerce Department has also implemented a system for petitioning the U.S. government to exempt specific products (for instance, a certain grade of steel) from the tariff and a process for challenging these exemption requests. The possibility exists that, despite our objections, the Commerce Department may grant exemption requests for imported steel products that would have a significant adverse impact on our business.

The Section 232 steel tariffs originally only applied to certain steel products, including flat-rolled carbon, stainless and electrical steel products, but not to certain downstream goods that may contain these steels. On January 24, 2020, President Trump signed a proclamation expanding the scope of the duties to a limited number of steel and aluminum derivative products including nails, staples, electrical wires and body stampings for motor vehicles and tractors. Those countries that are currently exempt or subject to a quota are excluded from this action. Downstream electrical steel products were not included. As a result, some third parties or customers may attempt to substitute purchases of our flat-rolled steel with imports of downstream goods containing foreign steel product inputs that are not subject to the tariff or trade cases. These actions would circumvent the purpose and intent of the Section 232 steel tariffs. The effects of the limited scope of the steel tariff are particularly salient to our electrical steel business. Imports of downstream electrical goods not currently covered by the tariff include electrical transformer cores and core assemblies, electrical transformers, and even

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laminations, which are simply cut pieces of electrical steel. To avoid the Section 232 steel tariff, producers have continued to increase their imports of foreign-made downstream electrical goods or moved some of their domestic production outside the United States, which adversely affects our electrical steel business. In the absence of a remedy against these actions to circumvent the Section 232 steel tariff on electrical steel, these actions are likely to increase over time, pressuring our electrical steel business. We continue to proactively work to mitigate or eliminate this potential avenue for avoiding and circumventing the steel tariff, including by communicating our concerns to the U.S. government and requesting appropriate action to address this issue. In the absence of decisive action by the U.S. government or a meaningful change in business or market conditions, we expect our electrical steel business to continue to face material downward pressure. We believe the United States’ electrical infrastructure is critical to national security and that additional actions are necessary and should be undertaken by the U.S. government to preserve its short- and long-term integrity.

Members of the U.S. Congress have introduced legislation to restrict the President’s power to implement tariffs on national security grounds. Some of the proposed legislation has included provisions that would require Congressional approval of the current Section 232 proclamations or they would terminate. If such legislation is passed by both the House of Representatives and Senate, President Trump would have the ability to veto it, which would then require a two-thirds majority vote in each of the branches of Congress to override the presidential veto. In addition, there are pending challenges to the President’s authority and actions under Section 232 in the U.S. court system and before international bodies.

United States-Mexico-Canada Trade Agreement (“USMCA”)

On December 10, 2019, representatives of the U.S., Mexico and Canada signed a revision to the USMCA, which was proposed to replace the existing North American Free Trade Agreement (“NAFTA”) among those countries. Among other requirements, the USMCA, as proposed, includes revised “rules of origin” that encourage automobiles and other products manufactured in North America to contain higher levels of North American-made content and that require an increased percentage of work on North American-made automobiles be performed by workers earning at least $16 per hour in order to be exempt from tariffs. The proposed terms of the USMCA also include provisions that incentivize the use of North American steel. Because all of our manufacturing facilities are located in North America and our principal market is automotive, we believe that the USMCA has the potential to positively impact our business by incentivizing automakers and other manufacturers to increase manufacturing production in North America and to use North American steel. For the proposed USMCA to take effect, legislative bodies for all the countries must approve and ratify the agreement. The U.S. and Mexico have ratified the revised agreement. Canada still has to ratify it and that is expected to occur in 2020. At this time, the USMCA does not alter or affect the terms of Section 232 tariffs on imported steel or related retaliatory tariffs, which continue to remain in effect.

Raw Materials

Iron ore is one of the principal raw materials required for our steel manufacturing operations. We purchased approximately 5.8 million tons of iron ore pellets in 2019 and expect to purchase approximately 6.5 million tons in 2020. We make most of our purchases of iron ore at negotiated prices under multi-year agreements. For 2020, we expect to purchase all of our iron ore from Cliffs. The price we pay for iron ore is affected by a variety of factors under the terms of our contracts, including measures of general industrial inflation and steel prices and a variable-price mechanism that adjusts the annual average price we pay for iron ore based on reference to an iron ore index referred to as the IODEX. A change in one of more of the factors upon which our iron ore price is determined (whether that may be the IODEX, inflation, steel prices or other indices) typically affects to varying degrees the price we pay for iron ore. Accordingly, the actual impact on us from a change in these factors will vary depending on the percentage of the total iron ore we purchase and how much each factor is weighted for pricing under related contracts. In addition, the total net cost we pay for iron ore is affected by our hedging activities, which are described below. Thus, for example, although a significant event could directly or indirectly result in an increase in the IODEX, a material impact on our iron ore costs would be tempered because (i) the IODEX is only one component of our price for iron ore, (ii) our iron ore contracts contain a fixed pellet premium, and (iii) we hedge a substantial portion of our 2020 IODEX exposure.

In addition to integrated risk strategies, we employ derivative financial instruments to manage iron ore price risk that we cannot mitigate through our customer contracts. Although we use derivative instruments to reduce our exposure if iron ore costs increase, these instruments may also reduce potential benefits should iron ore costs decline. We employ a systematic approach in our hedging strategy to mitigate iron ore exposure. We hedge a higher proportion of our near-term iron ore exposure and a lower proportion for our longer-term exposure through a combination of swaps and options. As of December 31, 2019, we have hedged the IODEX component for a portion of our iron ore purchases for 2020 and 2021 through the use of iron ore derivatives with notional amounts of 1,215,000 tons and 280,000 tons, which represents a substantial portion of our 2020 IODEX exposure. Our hedging activities further reduce our exposure to changes in the IODEX on the total cost we pay for iron ore. Our iron ore derivatives do not meet the accounting criteria for hedge accounting treatment. As a result, the changes in fair value for those derivatives are immediately recognized in earnings, instead of when we recognize the underlying cost of iron ore, thus potentially increasing the volatility of our results of operations. This volatility does not affect the ultimate gains or losses on the derivative contracts we will recognize in the financial statements, but only the timing of recognition.

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Precision Partners

On August 4, 2017, we acquired 100% of the equity of Precision Partners, which provides advanced-engineered solutions, tool design and build, hot- and cold-stamped steel components and complex assemblies for the automotive market. Founded in 1955, Precision Partners is headquartered in Ontario, Canada, and has more than 1,000 employees, including approximately 300 engineers and skilled tool makers, across ten plants in Ontario, Alabama and Kentucky. Precision Partners specializes in manufacturing lightweight, complex components and assemblies, and it offers a broad portfolio of highly-engineered solutions. Among other benefits, we believe Precision Partners:

•
complements our core focus on product innovation, accelerating the development and introduction of existing and new AHSS and PHS to the high-growth automotive lightweighting space;
•
provides a fully integrated downstream platform that further strengthens our close collaboration with our automotive customers and their Tier 1 suppliers; and
•
leverages our expertise in metals forming with Precision Partners’ expertise in tool design and advanced product design-engineering capabilities in hot and cold stamping.

Precision Partners complements our reputation as a well-respected supplier to our core automotive portfolio. Importantly, we believe that Precision Partners has accelerated our efforts to drive adoption of our innovative steel products by automotive manufacturers and their Tier 1 suppliers. Our steelmaking experts and Precision Partners’ engineers have undertaken numerous collaboration projects aimed at achieving this goal. Precision Partners’ expertise in tool design and stamping capabilities has allowed us to deliver to customers fully formed prototypes of automotive components utilizing our innovative steel products. As such, we are now able to provide solutions through prototype automotive components. This approach has and will continue to demonstrate to customers that they can significantly lightweight automotive parts on an accelerated timeline by using our high-strength, highly formable grades of steel in place of traditional lower-strength grades or alternative materials. In addition, these collaborative projects are enhancing Precision Partners’ knowledge and experience in tool design and build, and stamping of new, advanced grades of steel, enabling it to provide expert solutions to automotive customers now and in the future.

Labor Agreements

At December 31, 2019, we employed approximately 9,300 people, of which approximately 5,600 are represented by labor unions under various contracts that expire between 2020 and 2023.

In April 2019, we and the United Steelworkers, Local 1865, which represents production employees at Ashland Works, reached an agreement to revise and extend the collective bargaining agreement. The new agreement includes terms governing the permanent closure of the facility, including benefits to employees who are terminated or transition to other AK Steel plants.

In May 2019, members of the United Steelworkers, Local 1190, ratified a three-year labor agreement covering approximately 220 production employees at Mountain State Carbon, LLC. The new agreement will be in effect through April 30, 2022.

In May 2019, members of the United Auto Workers, Local 4104, which governs approximately 100 production employees at Zanesville Works, ratified a new three-year labor agreement. The new agreement will be in effect through May 31, 2022.

In July 2019, members of the United Auto Workers, Local 3303, which governs approximately 1,100 production and maintenance employees at Butler Works, ratified a new three-year agreement. The new agreement will be in effect through June 15, 2022.

In September 2019, members of the United Auto Workers, Local 3462, which governs approximately 310 production employees at Coshocton Works, ratified a new agreement. The new agreement will be in effect through July 31, 2023.

Agreements that expire within the next twelve months include an agreement with the International Association of Machinists and Aerospace Workers, Local 1943, which governs approximately 1,750 production employees at Middletown Works, scheduled to expire March 15, 2020, and an agreement with United Steelworkers, Local 1915, which governs approximately 100 production employees at AK Tube’s Walbridge plant, scheduled to expire January 22, 2021.

Potential Impact of Climate Change Legislation

On an ongoing basis we assess the potential impacts and implications of climate change and associated legislation and regulation on our business, operations, customers, suppliers, markets and other relevant areas. In 2010, the EPA issued a final “tailoring rule” providing new regulations governing major stationary sources of greenhouse gas emissions under the Clean Air Act. Generally, the tailoring rule requires that new or modified sources of high volumes of greenhouse gases must follow heightened permit standards and

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lower emissions thresholds. The EPA continues to work on further greenhouse gas emissions rules that would apply more broadly and to lower levels of emission sources. In 2014, the U.S. Supreme Court partially upheld and partially invalidated the tailoring rule. The decision’s impact will often require us to conduct a best available control technology analysis for greenhouse gases for new major projects. The tailoring rule will not materially adversely affect us in the near term and we cannot reliably estimate the regulation’s long-term impact. However, there are a number of factors that may affect us, including the EPA’s tailoring rule and other similar regulations, such as the EPA’s Clean Power Plant Rule established on August 3, 2015, implications from the Paris Climate Agreement arising from the 2015 United Nations Climate Change Conference or similar accords relating to climate change. These and other factors could cause us to suffer negative financial impacts over time from increased energy, environmental and other costs needed to comply with the limitations that our suppliers would impose on us directly or indirectly.

In 2017, the EPA announced its intention to repeal the Clean Power Plant Rule and the U.S. State Department gave formal notice of its intent to withdraw from the Paris Climate Agreement. The earliest date for the United States to completely withdraw from the Paris Agreement is November 4, 2020. Given these recent developments, we expect the near-term negative impacts to our business directly arising from climate change legislation to be low. However, we do not expect the potential challenges to our business arising from climate change to decline in the long term, and we do not expect our key customers in our principal markets to substantially reduce their focus on climate change-related issues. This is particularly true for our automotive manufacturer customers, who remain subject to CAFE standards and other regulations aimed at reducing vehicle emissions, as well as potential changes in global consumer demands for vehicles with lower impacts on the environment. In addition, automotive manufacturers typically design light vehicle platforms for multiple international markets, so other countries’ climate change legislation and regulations that govern the automotive manufacturers likely will continue to affect their approach for the U.S. market.

In addition, the possibility exists that some form of federally-enacted legislation or additional regulations in the U.S. may further impose limitations on greenhouse gas emissions. In the past, bills have been introduced in the United States Congress that aim to limit carbon emissions over long periods from facilities that emit significant amounts of greenhouse gases. Such bills, if enacted, would apply to the steel industry, in general, and to us, in particular, because producing steel from elemental iron creates carbon dioxide, one of the targeted greenhouse gases. Although we and other steel producers in the United States are actively participating in research and development to develop technology, processes and approaches for reducing greenhouse gas emissions, these developments will take time and it is impossible to predict when or to what degree these efforts will be successful. To address this need for developing new technologies, approaches and processes, not just in the steel industry but elsewhere, proposed legislation has been introduced in the past that included a system of carbon emission credits. Such credits would be available to certain companies for a period, similar to the European Union’s existing “cap and trade” system. However, it is virtually impossible to forecast the provisions of any such final legislation and its effects on us.

If regulation or legislation to address climate change or regulate carbon emissions is enacted, it is reasonable to assume that the net financial impact on us will be negative, despite some potential benefits discussed below. On balance, such regulation or legislation likely would cause us to incur increased energy, environmental and other costs to comply with the limitations that would be imposed on greenhouse gas emissions. For example, additional costs could take the form of new or retrofitted equipment or the development of new technologies (e.g., sequestration) to try to control or reduce greenhouse gas emissions.

The future enactment of climate control or greenhouse gas emissions legislation or regulation could produce benefits for us that would offset somewhat the adverse effects noted above. For example, if climate control legislation or regulation continues to drive automotive manufacturers to meet higher fuel efficiency targets, we could benefit from increased sales of our broad portfolio of products: NOES for H/EV motors, GOES for upgrading electrical grid infrastructure required to support more H/EVs, stainless steels needed for exhaust systems and other components for more efficient engines, and AHSS products to lightweight automobiles. Moreover, if climate change legislation provides further incentives for energy efficiency, up to certain levels, we could benefit from increased sales of our GOES products, which are already among the most energy-efficient electrical steels in the world. We sell our electrical steels primarily to manufacturers of power transmission and distribution transformers and electrical motors and generators, the demand for which could grow if energy efficiency standards increase. In addition, climate control legislation may enhance sales of our products in different ways. For instance, if the legislation promotes the use of renewable energy technology, such as wind or solar technology, it could increase demand for our high-efficiency electrical steel products used in power transformers, which are needed to connect these new sources to the electricity grid.

The ultimate impacts on us from any additional climate change or emissions reduction legislation or regulation would depend on the final terms of any such legislation or regulation. Presently, we are unable to predict with any reasonable degree of accuracy when or even if climate control legislation or regulation will be enacted, or if it is, what its terms and applicability to us will be. As a result, we currently have no reasonable basis to reliably predict or estimate the specific effects any eventually enacted laws may have on us or how we may be able to reduce any negative impacts on our business and operations. In the meantime, the items described above provide some indication of the potential mixed impact on us from climate control legislation or regulation generally.


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Cleveland-Cliffs Acquisition

On December 2, 2019, we entered the Merger Agreement pursuant to which, subject to the satisfaction or (to the extent permissible) waiver of the conditions set forth therein, Cliffs will acquire AK Holding by way of the Merger. Under the terms of the Merger Agreement, at the effective time of the Merger, AK Holding stockholders will become entitled to receive 0.40 Cliffs common shares for each outstanding share of AK Holding common stock they own at the effective time. Upon completion of the proposed Merger, AK Holding stockholders are expected to own approximately 32% and Cliffs shareholders to own approximately 68% of the combined company on a fully diluted basis.

The completion of the Merger is subject to the receipt of antitrust clearance in the United States. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), and the rules promulgated thereunder, the Merger may not be completed until we and Cliffs have each filed notification and report forms with the United States Federal Trade Commission (“FTC”), and the Antitrust Division of the United States Department of Justice (“DOJ”), and the applicable waiting period (or any extension thereof) has expired or been terminated. On January 22, 2020, we and Cliffs each received notification from the FTC of the early termination of the waiting period applicable to the Merger under the HSR Act. Each of our and Cliffs’ obligation to effect the Merger is also subject to obtaining regulatory approval from the antitrust authorities in Canada and Mexico. On February 12, 2020, we and Cliffs each received a “no-action” letter from the Canadian Competition Bureau, clearing the Merger under Canadian competition law. On January 6, 2020, we and Cliffs each submitted notifications and an application for Mexican Competition Commission (Comisión Federal de Competencia Económica) clearance of the Merger and that process is ongoing.

On February 4, 2020, the SEC declared effective the registration statement on Form S-4 that Cliffs had filed with the SEC in connection with the Merger and Cliffs filed a final prospectus with respect to the Cliffs common shares that will be issued to our stockholders in the Merger. We also filed our definitive joint proxy statement with the SEC on February 4, 2020, and we and Cliffs each commenced mailing the definitive joint proxy statement to our respective stockholders on February 5, 2020. The definitive joint proxy statement contains information relating to the Merger and also announced that each company will hold a special meeting of its respective stockholders on March 10, 2020, where the stockholders of each company will be asked to vote on matters related to the transaction, including for our stockholders to approve the adoption of the Merger Agreement and Cliffs shareholders to approve the Merger Agreement and related transactions, including the issuance of the Cliffs common shares to our stockholders in the Merger.

We expect to complete the Merger in the first quarter of 2020, subject to the receipt of customary regulatory and stockholder approvals and the satisfaction or (to the extent permissible) waiver of the other closing conditions under the Merger Agreement.

Critical Accounting Estimates

We prepare our financial statements in conformity with accounting principles generally accepted in the United States of America. These principles permit choices among alternatives and require numerous estimates of financial matters. Accounting estimates are based on historical experience and information that is available to us about current events and actions we may take in the future. We believe the accounting principles chosen are appropriate under the circumstances, and that the estimates, judgments and assumptions involved in financial reporting are reasonable. There can be no assurance that actual results will not differ from these estimates. We believe the accounting estimates discussed below represent those accounting estimates requiring the exercise of judgment where a different set of judgments could result in the greatest changes to reported results.

Asset Impairment

We have various assets that are subject to impairment testing, including property, plant and equipment, goodwill and equity method investments. If circumstances indicate that an asset has lost value below its carrying amount, we review the asset for impairment. We evaluate the effect of changes in operations and estimate future cash flows to measure fair value. We use assumptions, such as revenue growth rates, terminal growth rates, EBITDA margins and cost of capital, as part of these analyses and our selections of the assumptions to use can result in different conclusions. We believe the data and assumptions used are appropriate in the circumstances and consistent with internal projections. The most recent annual goodwill impairment tests indicated that the fair values of the relevant reporting units were in excess of their carrying value. However, while an improvement from the prior year, the estimated fair value of the Precision Partners reporting unit was still relatively close to its carrying amount. We believe that this result is reasonable as this reporting unit was acquired in August 2017. Changes in certain assumptions in the impairment tests could have resulted in various scenarios, including an increase in fair value or a decrease in fair value below the carrying amount of Precision Partners. We believe certain key assumptions, such as cost of capital and terminal growth rates, used in our assessment have an appropriate degree of conservatism. For the tubular reporting unit, AK Tube’s estimated fair value was substantially higher than its carrying amount. Our businesses operate in highly cyclical industries and the valuation of these businesses can fluctuate, which may lead to impairment charges in future periods. Fair value is determined using quoted market prices, estimates based on prices of similar assets, or anticipated cash flows discounted at a rate commensurate with risk.


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We consider the need to evaluate long-lived assets for indicators of impairment at least quarterly to determine if events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. We evaluate long-lived assets associated with our steelmaking operations for impairment based on a collective asset grouping that includes the operations of all facilities. We manage these operations as part of an “integrated process” that allows us to route production to various facilities so that we can maximize financial results and cash flows. If the carrying value of a long-lived asset group exceeds its fair value, we determine that an impairment has occurred and we recognize a loss based on the amount that the carrying value exceeds the fair value, less cost to dispose, for assets we plan to sell or abandon.

Income Taxes

We recognize deferred tax assets and liabilities based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities given the enacted tax laws. We regularly evaluate the need for a valuation allowance against our deferred tax assets by assessing whether it is more likely than not that we will realize the deferred tax assets in the future. We assess the need for a valuation allowance each reporting period, with any additions or adjustments reflected in earnings in the period of assessment. We have maintained a full valuation allowance against our net U.S. deferred tax assets since 2012, with appropriate consideration for the future reversal of our taxable temporary differences. At December 31, 2019, our deferred tax asset valuation allowance was $659.4.

In assessing the need for a valuation allowance, we have considered both positive and negative evidence related to the likelihood of realization of the deferred tax assets for each jurisdiction. At December 31, 2019, we considered the existence of recent cumulative income from U.S. operations as a source of positive evidence. We generated losses from U.S. operations for several periods through 2016 and in 2019 and accordingly generated significant cumulative losses in those periods, which is a significant source of objective negative evidence. Despite income reported in 2017 and 2018 from U.S. operations, the following forms of negative evidence concerning our ability to realize our domestic deferred tax assets were considered:
    
•
we have historical evidence that the steel industry we operate within has business cycles of longer than a few years and therefore attribute significant weight to our cumulative losses over longer business cycles in evaluating our ability to generate future taxable income;
•
the global steel industry has been experiencing global overcapacity and periods of increased foreign steel imports into the U.S., which has created volatile economic conditions and uncertainty relative to predictions of future taxable income;
•
while we have changed our business model to de-emphasize sales of commodity business and believe that this model will generate improved financial results throughout an industry cycle, we have not experienced all parts of the cycle and therefore we do not know what results our business model will produce in those circumstances;
•
our U.S. operations have generated losses in 2019 and cumulatively significant losses in prior years and the competitive landscape in the steel industry reflects shifting domestic and international political priorities, an uncertain global trade landscape, and continued intense competition from domestic and foreign steel competitors, all of which present significant uncertainty regarding our ability to routinely generate U.S. income in the near term;
•
significant volatility in spot market selling prices for carbon steel; and
•
a substantial portion of our U.S. deferred tax assets are tax carryforwards with expiration dates that may prevent us from using them prior to expiration.

At December 31, 2019, we concluded that objective and subjective negative evidence outweighed positive evidence, and therefore it was not more likely than not that we would be able to realize our net deferred tax assets. As a result of the cyclical nature of our industry and to the extent that the improvement in our financial results is sustainable, there is the potential for different weighting of positive and negative factors in the future as facts and circumstances change. Accordingly, material changes in the valuation allowance may be recognized in future periods.

We evaluate uncertainty in our tax positions and only recognize benefits when the tax position is believed to be more likely than not to be sustained upon audit. We have tax filing requirements in many states and are subject to audit in these states, as well as at the federal level. Tax audits by their nature are often complex and can require several years to resolve. In the preparation of the consolidated financial statements, we exercise judgment in estimating the potential exposure of unresolved tax matters. While actual results could vary, we believe that we have adequately accrued the ultimate outcome of these unresolved tax matters.

Pension and OPEB Plans

Accounting for retiree pension and healthcare benefits requires the use of actuarial methods and assumptions, including assumptions about current employees’ future retirement dates, anticipated mortality rates, the benchmark interest rate used to discount benefits to their present value, anticipated future increases in healthcare costs and our obligations under collective bargaining agreements with respect to pension and healthcare benefits for retirees. Changing any of these assumptions could have a material effect on the calculation of our total obligation for future pension and healthcare benefits.

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Actuarial net gains and losses occur when actual experience differs from any of the many assumptions used to value the benefit plans or when the assumptions change, as they may each year when a valuation or remeasurement is performed. The major factors contributing to our actuarial gains and losses are changes in the discount rate used to value plan liabilities as of the measurement date and changes in the expected lives of plan participants. We believe the mortality assumptions selected for determining the expected lives of plan participants are most closely associated with the expected lives of our plan participants. However, selecting other available assumptions would likely increase the plan obligations. In addition, a major factor contributing to actuarial gains and losses for our pension plan is the difference between expected and actual returns on plan assets. For OPEB plans, differences in estimated versus actual healthcare costs and changes in assumed healthcare cost trend rates are additional factors generally contributing to actuarial gains and losses. However, we do not expect changes in these OPEB assumptions to have a material effect on us since most of our plans have caps on the share of benefits we pay. In addition to their effect on the funded status of the plans and their potential for corridor adjustments, these factors affect future net periodic benefit expenses. Changes in key assumptions can have a material effect on the amount of benefit obligation and annual expense we record. For example, a 25 basis point decrease in the discount rate would decrease the interest cost component of pension income in 2020 by $3.0. A 25 basis point decrease in the discount rate would have increased the pension obligation at December 31, 2019, by approximately $36.0 and the OPEB obligation by approximately $10.0. A 25 basis point decrease in the expected rate of return on pension plan assets would decrease the projected 2020 pension income by approximately $3.0.

Under our method of accounting for pension and OPEB plans, we recognize into income any unrecognized actuarial net gains or losses that exceed 10% of the larger of projected benefit obligations or plan assets as of the measurement date, defined as the corridor. Amounts inside the corridor are amortized over the plan participants’ life expectancy. Our method results in faster recognition of actuarial net gains and losses than the minimum amortization method permitted by prevailing accounting standards and used by the vast majority of companies in the United States. Faster recognition under this method also results in the potential for highly volatile and difficult to forecast corridor adjustments.

Environmental and Legal Contingencies

We are involved in a number of environmental and other legal proceedings. We record a liability when we determine that litigation has commenced or a claim or assessment has been asserted and, based on available information, it is probable that the outcome of the litigation, claim or assessment, whether by decision or settlement, will be unfavorable and the amount of the liability is reasonably estimable. We measure the liability using available information, including the extent of damage, similar historical situations, our allocable share of the liability and, in the case of environmental liabilities, the need to provide site investigation, remediation and future monitoring and maintenance. We record accruals for probable costs based on a combination of litigation and settlement strategies on a case-by-case basis and, where appropriate, supplement those with incurred-but-not-reported development reserves. However, amounts we record in the financial statements in accordance with accounting principles generally accepted in the United States exclude costs that are not probable or that may not be currently estimable. The ultimate costs of these environmental and legal proceedings may, therefore, be higher than those we have recorded on our financial statements. In addition, changes in assumptions or the effectiveness of our strategies can materially affect results of operations in future periods.

Contractual Obligations

In the ordinary course of business, we enter into agreements that obligate us to make legally enforceable future payments. These agreements include those for borrowing money, leasing equipment and purchasing goods and services. The following table summarizes by category expected future cash outflows associated with contractual obligations we have as of December 31, 2019.
 
 
Payment due by period
Contractual Obligations
 
Less
than 1
year
 
1-3 years
 
3-5 years
 
More
than 5
years
 
Total
Long-term debt
 
$
7.3

 
$
856.2

 
$
442.0

 
$
691.8

 
$
1,997.3

Interest on debt (a)
 
124.2

 
205.6

 
113.0

 
81.4

 
524.2

Operating lease obligations
 
67.8

 
97.9

 
67.0

 
144.5

 
377.2

Purchase obligations and commitments
 
2,006.2

 
2,334.7

 
1,070.6

 
1,512.7

 
6,924.2

Pension and OPEB obligations (b)
 
41.0

 
78.2

 
74.2

 
565.4

 
758.8

Other non-current liabilities (c)
 
—

 
51.8

 
23.5

 
78.8

 
154.1

Total
 
$
2,246.5

 
$
3,624.4

 
$
1,790.3

 
$
3,074.6

 
$
10,735.8


(a)
Amounts include contractual interest payments using the interest rates as of December 31, 2019 applicable to our variable-rate debt and stated fixed interest rates for fixed-rate debt.

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(b)
Future cash contributions to our qualified pension trust are not included in the table above. We have approximately $45.0 of required contributions for 2020. Based on current actuarial assumptions, the estimates for our contributions are approximately $45.0 for 2021 and $35.0 for 2022. Estimates of cash contributions to the pension trust to be made after 2020 are uncertain since several variable factors impact defined benefit pension plan contributions and required contributions are significantly affected by asset returns. Because we expect the pension trust to make pension benefit payments beyond the next five years, the net pension liability is included in the More than 5 years column. We estimate other postretirement benefit payments, after receipt of Medicare subsidy reimbursements, will be $35.6 for 2020 and we expect them to trend down to $7.6 over the next 30 years. For a more detailed description of these obligations, see Note 8 to the consolidated financial statements.
(c)
Excludes the long-term portion of operating lease obligations.

In calculating the amounts for purchase obligations, we identified contracts where we have a legally enforceable obligation to purchase products or services from the vendor or make payments to the vendor for an identifiable period. For each identified contract, we determined our best estimate of payments to be made under the contract assuming (1) the continued operation of existing production facilities, (2) normal business levels, (3) both parties would adhere to the contract in good faith throughout its term, and (4) prices in the contract. Because of changes in the markets we serve, changes in business decisions regarding production levels or unforeseen events, the actual amounts paid under these contracts could differ significantly from the amounts presented above. For example, circumstances could arise which create exceptions to minimum purchase obligations in the contracts. We calculated the purchase obligations in the table above without considering such exceptions.

A number of our purchase contracts specify a minimum volume or price for the products or services covered by the contract. If we were to purchase only the minimums specified, the payments in the table would be reduced. Under “requirements contracts” the quantities of goods or services we are required to purchase may vary depending on our needs, which are dependent on production levels and market conditions at the time. If our business deteriorates or increases, the amount we are required to purchase under such a contract would likely change. Many of our agreements for the purchase of goods and services allow us to terminate the contract without penalty if we give 30 to 90 days’ notice. Any such termination could reduce the projected payments.

Our consolidated balance sheets contain liabilities for pension and OPEB and other long-term obligations. We calculate the benefit plan liabilities using actuarial assumptions that we believe are reasonable under the circumstances. However, because changes in circumstances can have a significant effect on the liabilities and expenses associated with these plans including, in the case of pensions, pending or future legislation, we cannot reasonably and accurately project payments into the future. While we do include information about these plans in the above table, we also discuss these benefits elsewhere in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the notes to the consolidated financial statements.

The other long-term liabilities on our consolidated balance sheets include accruals for environmental and legal issues, employment-related benefits and insurance, liabilities established for uncertain tax positions, and other obligations. These amounts generally do not arise from contractual negotiations with the parties receiving payment in exchange for goods and services. The ultimate amount and timing of payments are uncertain and, in many cases, depend on future events occurring, such as the filing of a claim or completion of due diligence investigations, settlement negotiations, audit and examinations by taxing authorities, documentation or legal proceedings.

New Accounting Pronouncements

The information called for by this section is incorporated herein by reference to the Adoption of New Accounting Principles section of Note 1 of the consolidated financial statements.

Forward-Looking Statements

Certain statements we make or incorporate by reference in this Form 10-K, or make in other documents we furnish to or file with the Securities Exchange Commission, as well as in press releases or in presentations made by our employees, reflect our 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. We caution readers that forward-looking statements reflect our current beliefs and judgments, 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 our control, and upon assumptions about future business decisions and conditions that may change. In particular, these include, but are not limited to, statements in the Liquidity and Capital Resources section and Item 7A, Quantitative and Qualitative Disclosures about Market Risk.

We caution readers that such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those currently expected. See Item 1A, Risk Factors for more information on certain of these risks and uncertainties.


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Any forward-looking statement made in this document speaks only as of the date on which it is made. We undertake 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 7A.
Quantitative and Qualitative Disclosures about Market Risk.

Our primary areas of market risk include changes in (a) interest rates, (b) commodity prices and (c) foreign currency exchange rates.

Interest Rate Risk

We manage interest rate risk in our capital structure by issuing variable- and fixed-rate debt. Our outstanding long-term indebtedness (excluding unamortized debt discount and issuance costs) was $1,997.3 and $2,035.4 at December 31, 2019 and 2018. The amount outstanding at December 31, 2019, consisted of $1,521.3 of fixed-rate debt, $26.0 of variable-rate IRBs and $450.0 of variable-rate borrowings from our Credit Facility. An increase in prevailing interest rates would increase interest expense and interest paid for the variable-rate debt, including any outstanding borrowings from the Credit Facility. For example, a 100 basis point increase in interest rates would increase annual interest expense by approximately $4.8 on our outstanding debt at December 31, 2019.

Commodity Price Risk

Commodity prices for certain carbon, stainless and electrical steels and raw material and energy inputs represent a source of market risk. Prices for certain raw materials and energy have been volatile over the last several years, with chrome, iron ore, natural gas, zinc, and scrap being especially volatile. We attempt to mitigate commodity price risk by aligning fixed and variable components in the following commitments:

•
customer pricing contracts;
•
supplier purchasing agreements; and
•
derivative financial instruments.

Some customer contracts have fixed-pricing terms, which increase our exposure to fluctuations in raw material and energy costs. To reduce our exposure, we enter annual, fixed-price agreements for certain raw materials. Some of our existing multi-year raw material supply agreements have required minimum purchase quantities. Under adverse economic conditions, those minimums may exceed our needs. Absent exceptions for force majeure and other circumstances affecting the legal enforceability of the agreements, these minimum purchase requirements may compel us to purchase quantities of raw materials that could significantly exceed our anticipated needs or pay damages to the supplier for shortfalls. In these circumstances, we would attempt to negotiate agreements for new purchase quantities. There is a risk, however, that we would not be successful in reducing purchase quantities, either through negotiation or litigation. If that occurred, we would likely be required to purchase more of a particular raw material in a particular year than we need, negatively affecting our results of operations and cash flows.

In many cases, our customer contracts do not include variable-pricing mechanisms that adjust selling prices in response to changes in the costs of certain raw materials and energy, though some of our customer contracts include such mechanisms. We may enter multi-year purchase agreements for certain raw materials with similar variable-price mechanisms, allowing us to achieve natural hedges between the customer pricing contracts and supplier purchasing agreements. Therefore, in some cases price fluctuations for energy (particularly natural gas and electricity), raw materials (such as scrap, chrome, zinc and nickel) or other commodities may be, in part, passed on to customers rather than absorbed solely by us. There is a risk, however, that the variable-price mechanisms in the sales contracts may not necessarily change in tandem with the variable-price mechanisms in our purchase agreements, negatively affecting our results of operations and cash flows.

If we are unable to align fixed and variable components between customer pricing contracts and supplier purchasing agreements, we use cash-settled commodity price swaps and options to hedge the market risk associated with the purchase of certain of our raw materials and energy requirements. We routinely use these derivative instruments to hedge a portion of our natural gas, iron ore, zinc and electricity requirements. Our hedging strategy is designed to protect us from excessive pricing volatility. However, since we do not typically hedge 100% of our exposure, abnormal price increases in any of these commodity markets might still negatively affect operating costs.

For derivatives designated in cash flow hedging relationships, we record the gains and losses from the use of these instruments in accumulated other comprehensive income (loss) on the consolidated balance sheets and subsequently recognize the accumulated gains and losses into cost of goods sold in the same period when the associated underlying transactions occur. At December 31, 2019, accumulated other comprehensive income (loss) included $25.0 in unrealized pre-tax losses for these derivative instruments. All other commodity price swaps and options are marked-to-market and recognized into cost of products sold with the offset recognized as an asset or accrued liability. See Note 18 of the consolidated financial statements for further information on our outstanding derivatives.

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The following table presents the negative effect on pre-tax income of a hypothetical change in the fair value of derivative instruments outstanding at December 31, 2019, due to an assumed 10% and 25% decrease in the market price of each of the indicated commodities:
 
 
Negative Effect on Pre-tax Income
Commodity Derivative
 
10% Decrease
 
25% Decrease
Natural gas
 
$
8.7

 
$
21.8

Nickel
 
(0.1
)
 
(0.2
)
Zinc
 
2.7

 
6.6

Electricity
 
4.5

 
11.2

Iron ore
 
12.5

 
20.7


Because we structure and use these instruments as hedges, the benefit of lower prices paid for the physical commodity used in the normal production cycle or higher prices received on the sale of product would offset these hypothetical losses. We do not enter into derivative contracts for trading purposes.

Foreign Currency Exchange Rate Risk

Exchange rate fluctuations affect our accounts receivable that are denominated in euros and our operating costs that are denominated in Canadian dollars, and we use forward currency contracts to reduce our exposure to certain of these currency price fluctuations. At December 31, 2019 and 2018, we had outstanding forward currency contracts with a total contract value of $1.7 and $4.6 for the sale of euros. Based on the contracts outstanding at December 31, 2019, a 10% change in the dollar-to-euro exchange rate would result in a pre-tax impact of $0.2 on the fair value of these contracts, which would offset the effect of a change in the exchange rate on the underlying receivable. At December 31, 2019 and 2018, we had outstanding forward currency contracts with a total contract value of $55.9 and $86.9 for the purchase of Canadian dollars. Based on the contracts outstanding at December 31, 2019, a 10% change in the U.S. dollar-to-Canadian dollar exchange rate would result in a pre-tax impact of $5.6 on the fair value of these contracts, which would offset the effect of a change in the exchange rate on the underlying operating costs. See Note 18 of the consolidated financial statements for further information on our outstanding forward contracts.

Item 8.
Financial Statements and Supplementary Data.

AK Steel Holding Corporation and Subsidiaries
Index to Consolidated Financial Statements

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MANAGEMENT’S RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS

We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. These principles permit choices among alternatives and require numerous estimates of financial matters. We believe the accounting principles chosen are appropriate under the circumstances, and that the estimates, judgments and assumptions involved in our financial reporting are reasonable.

We are responsible for the integrity and objectivity of the financial information presented in our consolidated financial statements. We maintain a system of internal accounting controls designed to provide reasonable assurance that employees comply with stated policies and procedures, that assets are safeguarded and that financial reports are fairly presented. On a regular basis, financial management discusses internal accounting controls and financial reporting matters with our independent registered public accounting firm and our Audit Committee, composed solely of independent outside directors. The independent registered public accounting firm and the Audit Committee also meet privately to discuss and assess our accounting controls and financial reporting.

Dated:
February 20, 2020
 
/s/ Roger K. Newport
 
 
 
Roger K. Newport
 
 
 
Chief Executive Officer and Director
 
 
 
 
 
 
 
 
Dated:
February 20, 2020
 
/s/ Christopher J. Ross
 
 
 
Christopher J. Ross
 
 
 
Vice President, Treasurer and Interim Chief Financial Officer


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of AK Steel Holding Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of AK Steel Holding Corporation (the Company) as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 20, 2020 expressed an unqualified opinion thereon.

Adoption of ASU No. 2016-02

As discussed in the paragraph under the caption “Adoption of New Accounting Principles” described in Note 1 to the consolidated financial statements, effective January 1, 2019, the Company changed its method of accounting for leases due to the adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842).

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.


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Realizability of Deferred Tax Assets
Description of the Matter
As more fully described in Note 6, at December 31, 2019, the Company had gross deferred tax assets on deductible temporary differences and carryforwards of $833.9 million reduced by a valuation allowance of $659.4 million, both primarily related to the U.S. Deferred tax assets must be reduced by a valuation allowance if, based upon the weight of all available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.

Auditing management’s analysis of the realizability of its U.S. deferred tax assets was complex and highly judgmental due to the weighting of positive and negative evidence with respect to future reversals of taxable U.S. temporary differences and future U.S. taxable income exclusive of reversing temporary differences and carryforwards.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls relating to the realizability of deferred tax assets. Our audit procedures included testing controls over management’s projections of future reversals of existing taxable temporary differences and future taxable income (exclusive of reversing temporary differences and carryforwards) and testing the completeness and accuracy of the underlying data used by the Company.

To test the realizability of the Company’s deferred tax assets, we performed audit procedures which included, among others, assessing the positive and negative evidence related to the likelihood of realization of the U.S. deferred tax assets. We tested the Company’s scheduling of the reversal of existing temporary taxable differences used as a source of taxable income were of the appropriate character to realize existing deferred tax assets. We assessed the historical accuracy of management’s forecasted U.S. taxable income, exclusive of reversing temporary differences and carryforwards, and compared the forecasts to current industry and economic trends. We involved tax professionals to evaluate the application of jurisdictional tax laws and regulations used in the Company’s assumptions and calculations.
 
Precision Partners’ Reporting Unit Goodwill
Description of the Matter
At December 31, 2019, goodwill was $255.5 million, and included $222.7 million related to the Precision Partners’ reporting unit. As discussed in Note 1 to the consolidated financial statements, goodwill is reviewed for potential impairment at the reporting unit level at least annually on October 1 and whenever events or circumstances make it more likely than not that impairment may have occurred.

Auditing management’s annual goodwill impairment assessment for the Precision Partners’ reporting unit was complex due to the significant estimation required to determine the fair value of the reporting unit. In particular, the fair value estimate was sensitive to significant assumptions, such as revenue growth rates, the terminal growth rate, EBITDA margin, and the weighted average cost of capital, which are affected by expectations about future market or economic conditions.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process. For example, we tested controls over management’s review of the significant judgmental assumptions, including revenue growth rates, the terminal growth rate, EBITDA margin, and the weighted average cost of capital.

To test the Company’s annual goodwill impairment assessment for the Precision Partners’ reporting unit, we performed audit procedures that included, among others, evaluating the estimated fair value of the Precision Partners’ reporting unit, including evaluating methodologies used. We involved our specialists in the evaluation of the significant assumptions described above and testing the underlying data used by the Company in its analysis for completeness and accuracy. We compared the significant assumptions used by management to current industry and economic trends, recent historical performance and other factors. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions.

/s/ ERNST & YOUNG LLP
We have served as the Company’s auditor since 2013.
Cincinnati, Ohio
February 20, 2020

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AK STEEL HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31, 2019, 2018 and 2017
(dollars in millions, except per share data)
 
 
2019
 
2018
 
2017
Net sales
 
$
6,359.4

 
$
6,818.2

 
$
6,080.5

 
 
 
 
 
 
 
Cost of products sold (exclusive of items shown separately below)
 
5,606.3

 
5,911.0

 
5,253.1

Selling and administrative expenses
 
295.2

 
322.6

 
284.9

Depreciation
 
192.6

 
220.2

 
226.0

Ashland Works closure
 
56.0

 
—

 
—

Credit for adjustment of liability for transportation costs
 
—

 
—

 
(19.3
)
Asset impairment charge
 
—

 
—

 
75.6

Total operating costs
 
6,150.1

 
6,453.8

 
5,820.3

Operating profit
 
209.3

 
364.4

 
260.2

Interest expense
 
146.6

 
151.6

 
152.3

Pension and OPEB (income) expense
 
12.0

 
(19.2
)
 
(71.9
)
Other (income) expense
 
(18.5
)
 
(5.9
)
 
17.1

Income before income taxes
 
69.2

 
237.9

 
162.7

Income tax expense (benefit)
 
6.2

 
(6.2
)
 
(2.2
)
Net income
 
63.0

 
244.1

 
164.9

Less: Net income attributable to noncontrolling interests
 
51.8

 
58.1

 
61.4

Net income attributable to AK Steel Holding Corporation
 
$
11.2

 
$
186.0

 
$
103.5

Net income per share attributable to AK Steel Holding Corporation common stockholders:
 
 
 
 
 
 
Basic
 
$
0.04

 
$
0.59

 
$
0.33

Diluted
 
$
0.04

 
$
0.59

 
$
0.32


See notes to consolidated financial statements.

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AK STEEL HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended December 31, 2019, 2018 and 2017
(dollars in millions)
 
 
2019
 
2018
 
2017
Net income
 
$
63.0

 
$
244.1

 
$
164.9

Other comprehensive income, before tax:
 
 
 
 
 
 
Foreign currency translation gain (loss)
 
(0.6
)
 
(1.7
)
 
4.7

Cash flow hedges:
 
 
 
 
 
 
Gains (losses) arising in period
 
(31.5
)
 
(5.6
)
 
(11.5
)
Reclassification of losses (gains) to net income
 
8.9

 
(10.3
)
 
(6.1
)
Pension and OPEB plans:
 
 
 
 
 
 
Prior service credit (cost) arising in period
 
—

 
11.1

 
4.7

Gains (losses) arising in period
 
50.5

 
(63.6
)
 
94.2

Reclassification of prior service cost (credits) included in net income
 
(9.6
)
 
(9.8
)
 
(53.8
)
Reclassification of losses (gains) included in net income
 
15.7

 
29.3

 
6.3

Other comprehensive income (loss), before tax
 
33.4

 
(50.6
)
 
38.5

Income tax expense in other comprehensive income
 
1.4

 
—

 
—

Other comprehensive income (loss)
 
32.0

 
(50.6
)
 
38.5

Comprehensive income
 
95.0

 
193.5

 
203.4

Less: Comprehensive income attributable to noncontrolling interests
 
51.8

 
58.1

 
61.4

Comprehensive income attributable to AK Steel Holding Corporation
 
$
43.2

 
$
135.4

 
$
142.0


See notes to consolidated financial statements.

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AK STEEL HOLDING CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, 2019 and 2018
(dollars in millions, except per share data)
 
 
2019
 
2018
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
31.0

 
$
48.6

Accounts receivable, net
 
577.9

 
635.8

Inventory
 
1,346.2

 
1,419.9

Other current assets
 
65.2

 
97.0

Total current assets
 
2,020.3

 
2,201.3

Property, plant and equipment
 
7,168.9

 
6,969.2

Accumulated depreciation
 
(5,237.0
)
 
(5,057.6
)
Property, plant and equipment, net
 
1,931.9

 
1,911.6

Other non-current assets:
 
 
 
 
Goodwill and intangible assets
 
293.4

 
298.9

Other non-current assets
 
345.0

 
103.9

TOTAL ASSETS
 
$
4,590.6

 
$
4,515.7

LIABILITIES AND EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
705.1

 
$
801.0

Accrued liabilities
 
314.4

 
288.9

Current portion of pension and other postretirement benefit obligations
 
41.0

 
38.7

Total current liabilities
 
1,060.5

 
1,128.6

Non-current liabilities:
 
 
 
 
Long-term debt
 
1,968.8

 
1,993.7

Pension and other postretirement benefit obligations
 
717.8

 
829.9

Other non-current liabilities
 
366.2

 
134.0

TOTAL LIABILITIES
 
4,113.3

 
4,086.2

Equity:
 
 
 
 
Common stock, authorized 450,000,000 shares of $.01 par value each; issued 317,768,621 and 316,595,613 shares in 2019 and 2018; outstanding 316,401,478 and 315,535,765 shares in 2019 and 2018
 
3.2

 
3.2

Additional paid-in capital
 
2,904.2

 
2,894.9

Treasury stock, common shares at cost, 1,367,143 and 1,059,848 shares in 2019 and 2018
 
(7.3
)
 
(6.4
)
Accumulated deficit
 
(2,680.6
)
 
(2,691.8
)
Accumulated other comprehensive loss
 
(68.0
)
 
(100.0
)
Total stockholders’ equity
 
151.5

 
99.9

Noncontrolling interests
 
325.8

 
329.6

TOTAL EQUITY
 
477.3

 
429.5

TOTAL LIABILITIES AND EQUITY
 
$
4,590.6

 
$
4,515.7




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The consolidated balance sheets as of December 31, 2019 and 2018, include the following amounts for consolidated variable interest entities, before intercompany eliminations. See Note 16 for more information concerning variable interest entities.
 
 
2019
 
2018
Middletown Coke Company, LLC (“SunCoke Middletown”)
 
 
 
 
Cash and cash equivalents
 
$
0.1

 
$
1.1

Inventory
 
24.1

 
21.1

Property, plant and equipment
 
446.1

 
427.8

Accumulated depreciation
 
(127.7
)
 
(106.9
)
Accounts payable
 
19.2

 
13.7

Other assets (liabilities), net
 
1.5

 
(1.2
)
Noncontrolling interests
 
324.9

 
328.2

 
 
 
 
 
Other variable interest entities
 
 
 
 
Cash and cash equivalents
 
$
0.1

 
$
0.5

Property, plant and equipment
 
11.7

 
11.7

Accumulated depreciation
 
(10.0
)
 
(9.8
)
Other assets (liabilities), net
 
0.1

 
0.5

Noncontrolling interests
 
0.9

 
1.4


See notes to consolidated financial statements.

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AK STEEL HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2019, 2018 and 2017
(dollars in millions)
 
 
2019
 
2018
 
2017
Cash flows from operating activities:
 
 
 
 
 
 
Net income
 
$
63.0

 
$
244.1

 
$
164.9

Adjustments to reconcile net income to cash flows from operating activities:
 
 
 
 
 
 
Depreciation
 
169.9

 
201.6

 
209.8

Depreciation—SunCoke Middletown
 
22.7

 
18.6

 
16.2

Amortization
 
32.7

 
32.0

 
24.1

Ashland Works closure
 
56.0

 
—

 
—

Asset impairment charge—Ashland Works Hot End
 
—

 
—

 
75.6

Credit for adjustment of liability for transportation costs
 
—

 
—

 
(19.3
)
Deferred income taxes
 
(1.0
)
 
(8.0
)
 
(9.0
)
Contributions to pension trust
 
(43.5
)
 
(49.9
)
 
(44.1
)
Pension and OPEB (income) expense
 
17.8

 
(11.6
)
 
(64.4
)
(Gains) losses on retirement of debt
 
(0.8
)
 
(2.0
)
 
21.3

Mark-to-market (gains) losses on derivative contracts
 
(44.0
)
 
(8.9
)
 
(45.7
)
Other operating items, net
 
(7.6
)
 
2.4

 
20.1

Changes in assets and liabilities, net of effect of acquired business:
 
 
 
 
 
 
Accounts receivable
 
60.2

 
(125.0
)
 
(34.4
)
Inventory
 
73.7

 
(34.8
)
 
(116.7
)
Accounts payable and other current liabilities
 
(172.8
)
 
119.6

 
46.2

Other assets
 
75.0

 
52.9

 
(6.5
)
Other pension payments
 
(0.9
)
 
(1.0
)
 
(1.1
)
OPEB payments
 
(26.8
)
 
(35.6
)
 
(39.6
)
Other liabilities
 
(7.7
)
 
(29.7
)
 
1.4

Net cash flows from operating activities
 
265.9

 
364.7

 
198.8

Cash flows from investing activities:
 
 
 
 
 
 
Capital investments
 
(180.8
)
 
(150.1
)
 
(149.6
)
Capital investments—SunCoke Middletown
 
(14.0
)
 
(1.9
)
 
(2.9
)
Investment in acquired business, net of cash acquired
 
—

 
—

 
(360.4
)
Other investing items, net
 
6.6

 
0.1

 
4.2

Net cash flows from investing activities
 
(188.2
)
 
(151.9
)
 
(508.7
)
Cash flows from financing activities:
 
 
 
 
 
 
Net borrowings (repayments) under credit facility
 
115.0

 
(115.0
)
 
450.0

Proceeds from issuance of long-term debt
 
—

 
—

 
680.0

Redemption of long-term debt
 
(152.3
)
 
(12.6
)
 
(848.4
)
Debt issuance costs
 
—

 
—

 
(25.3
)
SunCoke Middletown distributions to noncontrolling interest owners
 
(55.6
)
 
(73.7
)
 
(79.1
)
Other financing items, net
 
(2.4
)
 
(0.9
)
 
(2.5
)
Net cash flows from financing activities
 
(95.3
)
 
(202.2
)
 
174.7

Net increase (decrease) in cash and cash equivalents
 
(17.6
)
 
10.6

 
(135.2
)
Cash and cash equivalents, beginning of year
 
48.6

 
38.0

 
173.2

Cash and cash equivalents, end of year
 
$
31.0

 
$
48.6

 
$
38.0


See notes to consolidated financial statements.

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AK STEEL HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Years Ended December 31, 2019, 2018 and 2017
(dollars in millions)
 
 
2019
 
2018
 
2017
Common stock
 
 
 
 
 
 
Balance at beginning of period
 
$
3.2

 
$
3.2

 
$
3.1

Share-based compensation
 
—

 
—

 
0.1

Balance at end of period
 
3.2

 
3.2

 
3.2

Additional paid-in capital
 
 
 
 
 
 
Balance at beginning of period
 
2,894.9

 
2,884.8

 
2,855.4

Share-based compensation
 
9.2

 
9.2

 
7.6

Stock options exercised
 
0.1

 
0.9

 
0.5

Exchangeable notes exchange feature
 
—

 
—

 
21.3

Balance at end of period
 
2,904.2

 
2,894.9

 
2,884.8

Treasury stock
 
 
 
 
 
 
Balance at beginning of period
 
(6.4
)
 
(5.4
)
 
(2.4
)
Purchase of treasury stock
 
(0.9
)
 
(1.0
)
 
(3.0
)
Balance at end of period
 
(7.3
)
 
(6.4
)
 
(5.4
)
Accumulated deficit
 
 
 
 
 
 
Balance at beginning of period
 
(2,691.8
)
 
(2,877.0
)
 
(2,980.5
)
Cumulative effect of adopting new hedging standard
 
—

 
(0.8
)
 
—

Net income attributable to AK Steel Holding Corporation
 
11.2

 
186.0

 
103.5

Balance at end of period
 
(2,680.6
)
 
(2,691.8
)
 
(2,877.0
)
Accumulated other comprehensive loss
 
 
 
 
 
 
Balance at beginning of period
 
(100.0
)
 
(50.2
)
 
(88.7
)
Cumulative effect of adopting new hedging standard
 
—

 
0.8

 
—

Change in accumulated other comprehensive loss
 
32.0

 
(50.6
)
 
38.5

Balance at end of period
 
(68.0
)
 
(100.0
)
 
(50.2
)
Noncontrolling interests
 
 
 
 
 
 
Balance at beginning of period
 
329.6

 
345.2

 
362.9

Net income attributable to noncontrolling interests
 
51.8

 
58.1

 
61.4

Net distributions to noncontrolling interests
 
(55.6
)
 
(73.7
)
 
(79.1
)
Balance at end of period
 
325.8

 
329.6

 
345.2

Total equity
 
$
477.3

 
$
429.5

 
$
300.6


See notes to consolidated financial statements.


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AK STEEL HOLDING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share amounts or as otherwise specifically noted)

NOTE 1 - Summary of Significant Accounting Policies
 

Basis of Presentation—These financial statements consolidate the operations and accounts of AK Steel Holding Corporation (“AK Holding”), its wholly owned subsidiary AK Steel Corporation (“AK Steel”), all subsidiaries in which AK Holding has a controlling interest, and two variable interest entities for which AK Steel is the primary beneficiary. Unless the context indicates otherwise, references to “we,” “us” and “our” refer to AK Holding and its subsidiaries. We also operate Mexican and European trading companies that buy and sell steel and steel products and other materials. We manage operations on a consolidated, integrated basis so that we can use the most appropriate equipment and facilities for the production of a product, regardless of product line. Therefore, we conclude that we operate in a single business segment. All intercompany transactions and balances have been eliminated.

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the amounts reported. We base these estimates on historical experience and information available to us about current events and actions we may take in the future. Estimates and assumptions affect significant items that include the carrying value of long-lived assets, including investments and goodwill; valuation allowances for receivables, inventories and deferred income tax assets; legal and environmental liabilities; workers compensation and asbestos liabilities; share-based compensation; and assets and obligations of employee benefit plans. There can be no assurance that actual results will not differ from these estimates.

Revenue Recognition—We generate our revenue through product sales, and shipping terms generally indicate when we have fulfilled our performance obligations and passed control of products to our customer. Our revenue transactions consist of a single performance obligation to transfer promised goods. We have contracts with a substantial portion of our customers. These contracts usually define the mechanism for determining the sales price, but the contracts do not impose a specific quantity on either party. Quantities to be delivered to the customer are determined at a point near the date of delivery through purchase orders or other written instructions we receive from the customer. Spot market sales are made through purchase orders or other written instructions. We recognize revenue when we have fulfilled a performance obligation, which is typically when we have shipped products at the customer’s instructions. For sales with shipping terms that transfer title and control at the destination point, we recognize revenue when the customer receives the goods and our performance obligation is complete. For sales with shipping terms that transfer title and control at the shipping point with us bearing responsibility for freight costs to the destination, we determine that we have fulfilled a single performance obligation and recognize revenue when we ship the goods. For our tooling solutions, we record progress payments that we receive from a customer as accrued liabilities until we recognize the revenue when the customer provides written acceptance that our performance obligation has been fulfilled.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring product. We reduce the amount of revenue recognized for estimated returns and other customer credits, such as discounts and volume rebates, based on the expected value to be realized. Payment terms are consistent with terms standard to the markets we serve. Sales taxes collected from customers are excluded from revenues.

We recognize an allowance for credit loss at the time a receivable is recorded based on our estimate of expected credit losses and adjust this estimate over the life of the receivable as needed. We evaluate the aggregation and risk characteristics of receivable pools and develop loss rates that reflect historical collections, current forecasts of future economic conditions over the time horizon we are exposed to credit risk, and payment terms or conditions that may materially affect future forecasts. We expect credit losses associated with major auto companies to be lower than other customer pools.

Cost of Products Sold—Cost of products sold consists primarily of raw materials, energy costs, supplies consumed in the manufacturing process, manufacturing labor, contract labor and direct overhead expense necessary to manufacture the finished steel product, as well as distribution and warehousing costs. Our share of the income (loss) of investments in associated companies accounted for under the equity method is included in costs of products sold since these operations are integrated with our overall steelmaking operations.

Share-Based Compensation—Compensation costs for stock awards are recognized over their vesting period using the straight-line method. We estimate stock award forfeitures expected to occur to determine the compensation cost we recognize each period.

Legal Fees—Legal fees associated with litigation and similar proceedings that are not expected to provide a benefit in future periods are expensed as incurred. Legal fees associated with activities that are expected to provide a benefit in future periods, such as costs associated with the issuance of debt, are capitalized as incurred.

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Income Taxes—Interest and penalties from uncertain tax positions are included in income tax expense.

Cash Equivalents—Cash equivalents include short-term, highly liquid investments that are readily convertible to known amounts of cash and have an original maturity of three months or less.

Inventory—Inventories are valued at the lower of cost or net realizable value. We measure the cost of inventories using the average cost method.

Property, Plant and Equipment—Plant and equipment are depreciated under the straight-line method over their estimated lives. Estimated lives are as follows: land improvements over 20 years, leaseholds over the life of the related operating lease term, buildings over 40 years and machinery and equipment over two to 20 years. The estimated weighted-average life of our machinery and equipment is 13 years at the end of 2019. Amortization expense for assets recorded under finance leases is included in depreciation expense. Costs incurred to develop coal mines are capitalized when incurred. We use the units-of-production method utilizing only proven and probable reserves in the depletion base to compute the depletion of coal reserves and mine development costs. We expense costs for major maintenance activities at our operating facilities when the activities occur.

We review the carrying value of long-lived assets to be held and used and long-lived assets to be disposed of when events and circumstances warrant such a review. If the carrying value of a long-lived asset exceeds its fair value, an impairment has occurred and a loss is recognized based on the amount by which the carrying value exceeds the fair value, less cost to dispose, for assets to be sold or abandoned. We determine fair value by using quoted market prices, estimates based on prices of similar assets or anticipated cash flows discounted at a rate commensurate with risk.

Goodwill and Intangible Assets—Goodwill relates to our AK Tube LLC (“AK Tube”) and PPHC Holdings, LLC (“Precision Partners”) businesses. Intangible assets are recorded at cost, and those with finite lives are amortized over their estimated useful lives. We review goodwill for potential impairment at least annually on October 1 each year and whenever events or circumstances make it more likely than not that impairment may have occurred. Considering operating results and the estimated fair value of the businesses, the most recent annual goodwill impairment tests indicated that the fair value of each of our business reporting units was in excess of its carrying value. No goodwill impairment was recorded as a result of the annual impairment tests in the past three years.

Leases—We determine if an arrangement contains a lease at inception. We recognize right-of-use assets and liabilities associated with leases based on the present value of the future minimum lease payments over the lease term at the later of the commencement date of the lease or January 1, 2019 (the implementation date of Accounting Standards Update No. 2016-02, Leases (Topic 842)). We use our incremental borrowing rate at the recognition date in determining the present value of future payments for leases that do not have a readily determinable implicit rate. Lease terms reflect options to extend or terminate the lease when it is reasonably certain that the option will be exercised. For leases that include residual value guarantees or payments for terminating the lease, we include these costs in the lease liability when it is probable that we will incur them. Right-of-use assets and obligations for short-term leases (leases with an initial term of 12 months or less) are not recognized in the consolidated balance sheet. Lease expense for short-term leases is recognized on a straight-line basis over the lease term. We have agreements that contain lease and non-lease components. In assessing whether an agreement includes a lease component, we consider the nature of the assets included under the agreement and our right to direct their use. We allocate the costs of the agreement to the separate components based on the relative standalone prices of the components. Where observable standalone prices are not readily available, we estimate the standalone price based on the most observable information available. For leases of real estate and certain light equipment, such as vehicles and mobile equipment, and for certain contracts that contain assets, such as production support, natural gas, electricity and industrial gas agreements, we account for the lease and non-lease components in the contracts as a single lease component.

Investments—Investments in associated companies are accounted for under the equity method. We review an investment for impairment when circumstances indicate that a loss in value below its carrying amount is other than temporary.

Debt Issuance Costs—Debt issuance costs for the revolving credit facility are included in other non-current assets and all other debt issuance costs reduce the carrying amount of long-term debt.

Pension and Other Postretirement Benefits—We recognize into income, as of a measurement date, any unrecognized actuarial net gains or losses that exceed 10% of the larger of the projected benefit obligations or the plan assets, defined as the “corridor.” Amounts inside the corridor are amortized over the plan participants’ life expectancy. We determine the expected return on assets using the fair value of plan assets.

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Concentrations of Credit Risk—We are primarily a producer of carbon, stainless and electrical steels and steel products, which are sold to a number of markets, including automotive, infrastructure and manufacturing, and distributors and converters. We had two customers that accounted for 11% and 11% of net sales in 2019, two customers that accounted for 11% and 10% of net sales in 2018, and one customer that accounted for 12% of net sales in 2017. Approximately 62% and 52% of accounts receivable outstanding at December 31, 2019 and 2018, are due from businesses associated with the U.S. automotive industry, including 15% of receivables due from one automotive customer as of December 31, 2019, and 13% due from one automotive customer as of December 31, 2018.

Labor Agreements—At December 31, 2019, we employed approximately 9,300 people, of which approximately 5,600 are represented by labor unions under various agreements that expire between 2020 and 2023. In April 2019, we and the United Steelworkers, Local 1865, which represents production employees at Ashland Works, reached an agreement to revise and extend the collective bargaining agreement. The new agreement includes terms governing the permanent closure of the facility, including benefits to employees who are terminated or transition to other AK Steel plants. In May 2019, members of the United Steelworkers, Local 1190, ratified a three-year labor agreement covering approximately 220 production employees at Mountain State Carbon, LLC. The new agreement will be in effect through April 30, 2022. In May 2019, members of the United Auto Workers, Local 4104, which governs approximately 100 production employees at Zanesville Works, ratified a new three-year labor agreement. The new agreement will be in effect through May 31, 2022. In July 2019, members of the United Auto Workers, Local 3303, which governs approximately 1,100 production and maintenance employees at Butler Works, ratified a new three-year agreement. The new agreement will be in effect through June 15, 2022. In September 2019, members of the United Auto Workers, Local 3462, which governs approximately 310 production employees at Coshocton Works, ratified a new agreement. The new agreement will be in effect through July 31, 2023. Other agreements that expire within the next twelve months include an agreement with the International Association of Machinists and Aerospace Workers, Local 1943, which governs approximately 1,750 production employees at Middletown Works, scheduled to expire March 15, 2020, and an agreement with United Steelworkers, Local 1915, which governs approximately 100 production employees at AK Tube’s Walbridge plant, scheduled to expire January 22, 2021.

Financial Instruments—We are a party to derivative instruments that are designated and qualify as hedges for accounting purposes. We may also use derivative instruments to which we do not apply hedge accounting treatment. Our objective in using these instruments is to limit operating cash flow exposure to fluctuations in the fair value of selected commodities and currencies.

Fluctuations in the price of certain commodities we use in production processes may affect our income and cash flows. We have implemented raw material and energy surcharges for some contract customers. For certain commodities where such exposure exists, we may use cash-settled commodity price swaps, collars and purchase options, with a duration of up to two years, to hedge the price of a portion of our natural gas, iron ore, electricity, zinc and nickel requirements. We may designate some of these instruments as cash flow hedges and changes in their fair value and settlements are recorded in accumulated other comprehensive income. We subsequently reclassify gains and losses from accumulated other comprehensive income to cost of products sold in the same period we recognize the earnings associated with the underlying transaction. The change in fair value for other instruments is immediately recorded in cost of products sold with the offset recorded as assets or liabilities.

Exchange rate fluctuations affect a portion of revenues and operating costs that are denominated in foreign currencies, and we use currency forwards and options to reduce our exposure to these currency price fluctuations. These derivative contracts have durations up to three years. Contracts that sell euros have not been designated as hedges for accounting purposes and gains or losses are reported in earnings immediately in other income (expense). Contracts that purchase Canadian dollars are designated as hedges for accounting purposes, which requires us to record the gains and losses for the derivatives in accumulated other comprehensive income and reclassify them into cost of products sold in the same period we recognize costs for the associated underlying operations.

We formally document all relationships between hedging instruments and hedged items, as well as risk management objectives and strategies for undertaking various hedge transactions. In this documentation, we specifically identify the asset, liability, firm commitment or forecasted transaction that has been designated as a hedged item, and state how the hedging instrument is expected to hedge the risks from that item. We formally measure effectiveness of hedging relationships both at the hedge inception and on an ongoing basis. We discontinue hedge accounting prospectively when we determine that the derivative is no longer effective in offsetting changes in the fair value or cash flows of a hedged item; when the derivative expires or is sold, terminated or exercised; when it is probable that the forecasted transaction will not occur; when a hedged firm commitment no longer meets the definition of a firm commitment; or when we determine that designation of the derivative as a hedge instrument is no longer appropriate. Our derivative contracts may contain collateral funding requirements. We have master netting arrangements with counterparties, giving us the right to offset amounts owed under the derivative instruments and the collateral. We do not offset derivative assets and liabilities or collateral on our consolidated balance sheets. Cash flows associated with purchasing and settling derivative contracts are classified as operating cash flows.

Asbestos and Environmental Accruals—For a number of years, we have been remediating sites where hazardous materials may have been released, including sites no longer owned by us. In addition, a number of lawsuits alleging asbestos exposure have been filed and

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continue to be filed against us. We have established accruals for estimated probable costs from asbestos claim settlements and environmental investigation, monitoring and remediation. If the accruals are not adequate to meet future claims, operating results and cash flows may be negatively affected. Our accruals do not consider the potential for insurance recoveries. We have partial insurance coverage for some future asbestos claims. In addition, some existing insurance policies covering asbestos and environmental contingencies may serve to partially reduce future covered expenditures.

Adoption of New Accounting Principles—We adopted Accounting Standards Update No. 2016-02, Leases (Topic 842), as subsequently amended, as of January 1, 2019 through the modified retrospective method applied to those contracts that were not completed as of January 1, 2019. Topic 842 requires entities to recognize lease assets and lease liabilities and disclose key information about leasing arrangements for certain leases. Results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting treatment. We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification. We also elected the practical expedient related to land easements, allowing us to carry forward our accounting treatment for land easements on existing agreements. Adoption of the new standard resulted in recording additional lease assets and liabilities of $291.1 as of January 1, 2019. The adoption of the standard did not materially impact our consolidated net earnings or cash flows.

We adopted Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as subsequently amended, as of December 31, 2019. The standard requires entities to recognize credit losses at the time financial assets, including receivables, are recorded by estimating lifetime expected credit losses. The effect of adoption of the new guidance was not material to our consolidated financial statements.

NOTE 2 - Proposed Cleveland-Cliffs Acquisition
 

On December 2, 2019, we entered into an Agreement of Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) among us, Cleveland-Cliffs Inc. (“Cliffs”) and Pepper Merger Sub Inc., a direct, wholly owned subsidiary of Cliffs (“Merger Sub”) pursuant to which, subject to the satisfaction or (to the extent permissible) waiver of the conditions set forth therein, Cliffs will acquire AK Holding by way of the merger of Merger Sub with and into AK Holding (the “Merger”), with AK Holding surviving such Merger as a wholly owned subsidiary of Cliffs. Under the terms of the Merger Agreement, at the effective time of the Merger, AK Holding stockholders will become entitled to receive 0.40 Cliffs common shares for each outstanding share of AK Holding common stock they own at the effective time. Upon completion of the proposed Merger, it is expected that, AK Holding stockholders will own approximately 32% of the combined company and Cliffs shareholders will own approximately 68% of the combined company on a fully diluted basis. We expect to complete the Merger in the first quarter of 2020, subject to the receipt of customary regulatory and stockholder approvals and the satisfaction or (to the extent permissible) waiver of the other closing conditions under the Merger Agreement.

On January 14, 2020, Cliffs commenced consent solicitations and offers to exchange any and all outstanding 6.375% Senior Notes due 2025 (“2025 Notes”) and 7.00% Senior Notes due 2027 (“2027 Notes”) issued by AK Steel for the same aggregate principal amount of new notes to be issued by Cliffs, subject to completion of the Merger and the satisfaction of certain other conditions. On January 28, 2020, we received the requisite consents to adopt the proposed amendments to amend the respective indentures governing the 2025 Notes (“2025 Notes Indenture”) and the 2027 Notes (“2027 Notes Indenture”). Those amendments deleted certain covenants from the indentures, as set forth in a Form 8-K that we filed with the SEC on January 29, 2020. On January 29, 2020, we and U.S. Bank National Association, as trustee (the “Trustee”) entered into the Ninth Supplemental Indenture with respect to the 2027 Notes Indenture (the “Ninth Supplemental Indenture”) and the Tenth Supplemental Indenture with respect to the 2025 Notes Indenture (the “Tenth Supplemental Indenture” and, together with the Ninth Supplemental Indenture, the “Supplemental Indentures”) giving effect to the proposed amendments. The Supplemental Indentures will become operative as to the 2025 Notes and 2027 Notes only upon completion of the Merger and the satisfaction of certain other conditions.


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NOTE 3 - Supplementary Financial Statement Information
 

Revenue

Net sales by market are presented below:
 
2019
 
2018
 
2017
Automotive
$
4,172.2

 
$
4,284.7

 
$
3,951.5

Infrastructure and Manufacturing
1,006.0

 
1,049.1

 
948.0

Distributors and Converters
1,181.2

 
1,484.4

 
1,181.0

Total
$
6,359.4

 
$
6,818.2

 
$
6,080.5


Net sales by product line are presented below:
 
2019
 
2018
 
2017
Carbon steel
$
4,143.6

 
$
4,409.1

 
$
4,034.5

Stainless and electrical steel
1,617.5

 
1,793.8

 
1,687.6

Tubular products, components and other
598.3

 
615.3

 
358.4

Total
$
6,359.4

 
$
6,818.2

 
$
6,080.5



We sell domestically to customers located primarily in the Midwestern and Eastern United States and to foreign customers located primarily in Canada, Mexico and Western Europe. Net sales to customers located outside the United States totaled $569.4, $634.8 and $627.1 for 2019, 2018 and 2017.

Research and Development Costs

We conduct a broad range of research and development activities aimed at improving existing products and manufacturing processes and developing new products and processes. Research and development costs, which are recorded as selling and administrative expenses when incurred, totaled $30.7, $29.4 and $28.1 in 2019, 2018 and 2017.

Allowance for Credit Losses

Changes in the allowance for credit losses for the years ended December 31, 2019, 2018 and 2017, are presented below:
 
2019
 
2018
 
2017
Balance at beginning of year
$
6.6

 
$
6.8

 
$
7.8

Increase (decrease) in allowance
(1.6
)
 
0.3

 
(1.0
)
Receivables written off
(0.7
)
 
(0.5
)
 
—

Balance at end of year
$
4.3

 
$
6.6

 
$
6.8



Inventory

Inventories as of December 31, 2019 and 2018, consist of:
 
2019
 
2018
Finished and semi-finished
$
971.4

 
$
1,054.4

Raw materials
374.8

 
365.5

Inventory
$
1,346.2

 
$
1,419.9




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Property, Plant and Equipment

Property, plant and equipment as of December 31, 2019 and 2018, consist of:
 
2019
 
2018
Land, land improvements and leaseholds
$
271.2

 
$
272.1

Buildings
514.8

 
509.7

Machinery and equipment
6,213.6

 
6,061.6

Construction in progress
169.3

 
125.8

Total
7,168.9

 
6,969.2

Less accumulated depreciation
(5,237.0
)
 
(5,057.6
)
Property, plant and equipment, net
$
1,931.9

 
$
1,911.6



Interest on capital projects capitalized in 2019, 2018 and 2017 was $3.1, $1.6 and $1.9. Asset retirement obligations were $10.6 and $8.5 at December 31, 2019 and 2018.

Goodwill and Intangible Assets

Changes in goodwill for the years ended December 31, 2019, 2018 and 2017 are presented below:
 
2019
 
2018
 
2017
Balance at beginning of year
$
255.0

 
$
253.8

 
$
32.8

Acquisition
0.5

 
1.2

 
221.0

Balance at end of year
$
255.5

 
$
255.0

 
$
253.8



At December 31, 2019, goodwill consisted of $222.7 related to our Precision Partners business and $32.8 related to our AK Tube business.

Intangible assets at December 31, 2019 and 2018, consist of:
 
Gross Amount
 
Accumulated Amortization
 
Net Amount
As of December 31, 2019
 
 
 
 
 
Customer relationships
$
36.6

 
$
(12.5
)
 
$
24.1

Technology
23.0

 
(9.2
)
 
13.8

Intangible assets
$
59.6

 
$
(21.7
)
 
$
37.9

 
 
 
 
 
 
As of December 31, 2018
 
 
 
 
 
Customer relationships
$
36.6

 
$
(7.4
)
 
$
29.2

Technology
19.3

 
(4.6
)
 
14.7

Intangible assets
$
55.9

 
$
(12.0
)
 
$
43.9



Amortization expense related to intangible assets was $9.7, $9.0 and $4.0 in 2019, 2018 and 2017. Amortization expense is included in costs of products sold. The remaining average life of our intangible assets is 4.6 years for customer relationships and 3.6 years for technology. Estimated annual amortization expense for intangible assets over the next five years is $10.6 for 2020, $8.4 for 2021, $8.4 for 2022, $7.1 for 2023 and $3.4 in 2024.

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Other Non-current Assets

Other non-current assets as of December 31, 2019 and 2018, consist of:
 
2019
 
2018
Operating lease assets
$
244.5

 
$
—

Investments in affiliates
79.5

 
80.5

Other
21.0

 
23.4

Other non-current assets
$
345.0

 
$
103.9



Accrued Liabilities

Accrued liabilities as of December 31, 2019 and 2018, consist of:
 
2019
 
2018
Salaries, wages and benefits
$
83.0

 
$
127.8

Current portion of operating lease liabilities
49.6

 
—

Interest
33.8

 
34.8

Other
148.0

 
126.3

Accrued liabilities
$
314.4

 
$
288.9



Ashland Works Closure

In January 2019, our Board of Directors approved and we announced the planned closure of our Ashland Works, including the previously idled blast furnace and steelmaking operations (“Ashland Works Hot End”) and the hot dip galvanizing coating line that had continued to operate. Factors that influenced our decision to close Ashland Works included an uncertain global trade landscape influenced by shifting domestic and international political priorities, Ashland Works’ high cost of production, and continued intense competition from domestic and foreign steel competitors. These conditions directly impacted our pricing, which in turn directly impacted our assessment of the demand forecasts for the markets we serve. Despite several favorable trade actions, carbon steel imports remained at a high level, driven by global overcapacity, particularly in China. We expected global overcapacity to be exacerbated by several domestic steel companies that had restarted or planned new capacity additions in the United States. In addition, we concluded that we had sufficient coating capacity to meet our customers’ needs without using our coating operations at Ashland Works. We transitioned products to our other, lower cost coating lines in the U.S. and closed the Ashland Works coating line in November 2019.

For the year ended December 31, 2019, we recorded a charge of $69.3, which included $18.5 for termination of take-or-pay supply agreements, $20.1 for supplemental unemployment and other employee benefit costs, pension and other postretirement benefit (“OPEB”) termination benefits of $13.3 (recorded in pension and OPEB (income) expense), an estimated multiemployer plan withdrawal liability of $10.0, and $7.4 for other costs. The supplemental unemployment and other employee benefit costs are expected to be paid primarily in 2020 and 2021. The actual multiemployer plan withdrawal liability will not be known until a future date and is expected to be paid over a number of years. Ongoing costs to maintain the equipment and utilities and meet supplier obligations related to the idled Ashland Works Hot End were $12.6, $20.0 and $21.2 for the years ended December 31, 2019, 2018 and 2017. These cash costs related to closing the facility will decline in future years. We recorded $4.0 of accelerated depreciation related to the coating line fixed assets for the year ended December 31, 2019 to fully depreciate them.

The supplemental unemployment and other employee benefit costs were recorded as accrued and other non-current liabilities, and the activity for the year ended December 31, 2019, was as follows:
 
 
2019
Charge for supplemental unemployment and other employee benefit costs
 
$
20.1

Payments
 
(1.0
)
Balance at end of year
 
$
19.1




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In the fourth quarter of 2015, we temporarily idled the Ashland Works Hot End. We incurred charges in the fourth quarter of 2015 for supplemental unemployment and other employee benefit costs that were recorded as accrued liabilities, and the activity for the years ended December 31, 2018, and 2017 was as follows:
 
 
2018
 
2017
Balance at beginning of year
 
$
1.5

 
$
6.2

Payments
 
(1.5
)
 
(5.3
)
Additions to the reserve
 
—

 
0.6

Balance at end of year
 
$
—

 
$
1.5



During 2017, we recognized a non-cash asset impairment charge of $75.6, primarily related to the long-lived assets associated with the Ashland Works Hot End.

NOTE 4 - Acquisition of Precision Partners
 

In August 2017, we acquired Precision Partners, which provides advanced-engineered solutions, tool design and build, hot- and cold-stamped steel components and complex assemblies for the automotive market. Precision Partners is headquartered in Ontario, Canada, and operates ten plants in Ontario, Alabama and Kentucky. We acquired Precision Partners to advance our core focus on the high-growth automotive lightweighting market and our prominent position in advanced high strength steels, further strengthen our close collaboration with automotive market customers, and leverage both companies’ research and innovation in metals forming. The consolidated financial statements reflect the effects of the acquisition and Precision Partner’s financial results subsequent to the acquisition. For the year ended December 31, 2017, we incurred acquisition costs of $6.2, primarily for transaction fees and direct costs, including legal, finance, consulting and other professional fees. These costs are included in selling and administrative expenses in the consolidated statements of operations.

NOTE 5 - Investments in Affiliates
 

We have investments in several businesses accounted for using the equity method of accounting. Investees and equity ownership percentages are presented below:
 
 
Equity Ownership %
Combined Metals of Chicago, LLC
 
40.0%
Delaco Processing, LLC
 
49.0%
Rockport Roll Shop LLC
 
50.0%
Spartan Steel Coating, LLC
 
48.0%


Cost of products sold includes $5.1, $6.6 and $7.0 in 2019, 2018 and 2017 for our share of income of equity investees. As of December 31, 2019, our carrying cost of our investment in Spartan Steel exceeded our share of the underlying equity in net assets by $7.7. This difference is being amortized and the amortization expense is included in cost of products sold.

Summarized financial statement data for all investees is presented below:
 
 
2019
 
2018
 
2017
Revenue
 
$
330.2

 
$
329.8

 
$
292.7

Gross profit
 
94.6

 
91.0

 
88.9

Net income (loss)
 
15.5

 
19.4

 
20.7

 
 
2019
 
2018
Current assets
 
$
114.2

 
$
123.6

Noncurrent assets
 
80.3

 
74.4

Current liabilities
 
18.8

 
16.9

Noncurrent liabilities
 
96.1

 
54.2




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We regularly transact business with these equity investees. Transactions with all equity investees for the years indicated are presented below:
 
2019
 
2018
 
2017
Sales to equity investees
$
67.6

 
$
104.4

 
$
80.6

Purchases from equity investees
42.3

 
31.2

 
33.0


Outstanding receivables and payables with all equity investees as of the end of the year indicated are presented below:
 
2019
 
2018
Accounts receivable from equity investees
$
1.5

 
$
1.9

Accounts payable to equity investees
3.9

 
6.4



In 2016, we terminated our iron ore pellet offtake agreement with Magnetation LLC, ceased purchasing iron ore pellets from them, and recorded a liability for obligations under contracts with other third parties to transport pellets to our facilities. In 2017, we recorded a credit of $19.3 to reduce the liability when we reached an agreement for transportation services to begin using rail cars that we idled after the termination of the pellet supply agreement.

NOTE 6 - Income Taxes


We and our subsidiaries file a consolidated federal income tax return that includes all domestic companies owned 80% or more by us and the proportionate share of our interest in equity method investments. State tax returns are filed on a consolidated, combined or separate basis depending on the applicable laws relating to us and our domestic subsidiaries.

Components of income (loss) before income taxes for the years ended December 31, 2019, 2018 and 2017, are presented below:
 
2019
 
2018
 
2017
United States
$
(9.3
)
 
$
168.3

 
$
91.6

Foreign
26.7

 
11.5

 
9.7

Noncontrolling interests
51.8

 
58.1

 
61.4

Income before income taxes
$
69.2

 
$
237.9

 
$
162.7



Significant components of deferred tax assets and liabilities at December 31, 2019 and 2018 are presented below:
 
2019
 
2018
Deferred tax assets:
 
 
 
Net operating and capital loss and tax credit carryforwards
$
496.2

 
$
516.7

Postretirement benefits
87.9

 
81.8

Pension benefits
84.2

 
114.1

Leases
63.3

 
—

Inventories
23.4

 
38.5

Other assets
78.9

 
65.1

Valuation allowance
(659.4
)
 
(693.5
)
Total deferred tax assets
174.5

 
122.7

Deferred tax liabilities:
 

 
 

Depreciable assets
(106.3
)
 
(108.3
)
Leases
(60.0
)
 
—

Other liabilities
(27.9
)
 
(33.4
)
Total deferred tax liabilities
(194.2
)
 
(141.7
)
Net deferred tax liabilities
$
(19.7
)
 
$
(19.0
)


We regularly evaluate the need for a valuation allowance for deferred tax assets by assessing whether it is more likely than not that we will realize future deferred tax assets. We assess the valuation allowance each reporting period and reflect any additions or adjustments in earnings in the same period. At December 31, 2019, we considered the existence of recent cumulative income from U.S. operations as a source of positive evidence. We have generated losses from U.S. operations for several of our recent periods through 2016 and for

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2019 and accordingly have generated significant cumulative losses in those periods, which is a significant source of objective negative evidence. Despite the recent income reported in 2017 and 2018 from U.S. operations, the following forms of negative evidence concerning our ability to realize our domestic deferred tax assets were considered:
    
•
we have historical evidence that the steel industry we operate within has business cycles of longer than a few years and therefore attribute significant weight to our cumulative losses over longer business cycles in evaluating our ability to generate future taxable income;
•
the global steel industry has been experiencing global overcapacity and periods of increased foreign steel imports into the U.S., which have created volatile economic conditions and uncertainty relative to predictions of future income;
•
while we have changed our business model to de-emphasize sales of commodity products and believe that this model will generate improved financial results throughout an industry cycle, we have not experienced all parts of the cycle since we made these changes and therefore we do not know what results our business model will produce in all circumstances;
•
our U.S. operations have generated significant losses in prior years and the competitive landscape in the steel industry reflects shifting domestic and international political priorities, an uncertain global trade landscape, and continued intense competition from domestic and foreign steel competitors, all of which present significant uncertainty regarding our ability to routinely generate U.S. income in the near term;
•
there has been significant recent volatility in spot market selling prices for carbon and stainless steel; and
•
a substantial portion of our U.S. deferred tax assets consists of tax carryforwards with expiration dates that may prevent us from using them prior to expiration.

As of December 31, 2019 and 2018, we concluded that the negative evidence outweighed the positive evidence and we maintained a valuation allowance for our net deferred tax assets in the U.S. To determine the appropriate valuation allowance, we considered the timing of future reversal of our taxable temporary differences that supports realizing a portion of our federal and state deferred tax assets. This accounting treatment has no effect on our ability to use the loss carryforwards and tax credits to reduce future cash tax payments.

Changes in the valuation allowance for the years ended December 31, 2019, 2018 and 2017, are presented below:
 
2019
 
2018
 
2017
Balance at beginning of year
$
693.5

 
$
735.7

 
$
1,189.7

Change in valuation allowance:
 
 
 
 
 
Included in income tax expense (benefit)
(26.2
)
 
(52.8
)
 
(62.3
)
Change in deferred assets in other comprehensive income
(7.9
)
 
10.6

 
8.5

Effect of tax rate changes
—

 
—

 
(400.2
)
Balance at end of year
$
659.4

 
$
693.5

 
$
735.7



At December 31, 2019, we had $2,081.6 in federal regular net operating loss carryforwards, which will expire between 2030 and 2037. Our net operating loss carryovers were generated in years prior to 2018, retain the original 20-year carryover periods, and can be used to offset future taxable income without limitation. At December 31, 2019, we had research and development (“R&D”) credit carryforwards of $1.2 that we may use to offset future income tax liabilities. The R&D credits expire between 2027 and 2028. At December 31, 2019, we had $76.3 in deferred tax assets for state net operating loss carryforwards and tax credit carryforwards, before considering valuation allowances, which will expire between 2020 and 2039.

Significant components of income tax expense (benefit) are presented below:
 
2019
 
2018
 
2017
Current:
 
 
 
 
 
Federal
$
0.2

 
$
(0.5
)
 
$
(4.5
)
State
(0.1
)
 
(0.3
)
 
0.3

Foreign
5.1

 
2.1

 
2.4

Deferred:
 

 
 

 
 

Federal
(0.1
)
 
(5.3
)
 
0.7

State
—

 
—

 
0.1

Foreign
2.5

 
(2.2
)
 
(0.4
)
Amount allocated to other comprehensive income
(1.4
)
 
—

 
—

Change in valuation allowance on beginning-of-the-year deferred tax assets
—

 
—

 
(0.8
)
Income tax expense (benefit)
$
6.2

 
$
(6.2
)
 
$
(2.2
)


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The Tax Cuts and Jobs Act of 2017 (the “Tax Act”), signed into law on December 22, 2017, reduced the corporate income tax rate to 21% beginning in 2018, among other provisions. We recognized the effects of changes in tax rates and laws on deferred tax balances in 2017, the period in which the legislation was enacted. At December 31, 2017, we remeasured our deferred tax assets and liabilities based on the rate at which they are expected to reverse in the future, which is generally 21% at the U.S. federal level. As a result, our income tax expense for the fourth quarter of 2017 included a non-cash credit of $4.3 for the decrease in the value of our net deferred tax liabilities.

The Tax Act also introduced a one-time transition tax on the cumulative undistributed earnings of our foreign subsidiaries as of December 31, 2017. As a result, our taxable income for 2017 included $24.3 as our gross transition tax obligation. We did not incur a cash tax liability for the transition tax due to the availability of existing net operating loss carryforwards. At December 31, 2019 we had $11.4 of accumulated undistributed earnings of our foreign subsidiaries that has not been subject to U.S. income tax as they are considered indefinitely reinvested. Substantially all of the earnings as of December 31, 2017 were subject to U.S. taxation as a result of the transition tax inclusion provided for by the Tax Act. The Tax Act also establishes a broad exemption from U.S. taxation for dividends paid from our foreign affiliates after 2017. Consequently, there will generally be no incremental U.S. taxable income generated if we repatriate these foreign earnings in the future. However, foreign withholding taxes on dividend distributions could apply, unless they are eliminated by a treaty between the United States and the country where our foreign affiliate is located. Since we consider these earnings to be permanently invested in our foreign subsidiaries, we did not record any withholding taxes that would be assessed if the earnings were repatriated by payment of a dividend. If we repatriated the earnings, we estimate that the withholding tax liability would not be material at December 31, 2019.

Staff Accounting Bulletin No. 118 established a one-year period from the date of enactment in which to account for the impact of the Tax Act. During 2018, we reduced our valuation allowance and recorded an income tax benefit of $5.3 as a result of changes to the tax net operating carryover rules included in the Tax Act that allow us to use certain indefinite-lived deferred tax liabilities as a source of future income to realize deferred tax assets. As of December 31, 2018, we had accounted for the material aspects of the Tax Act.

The reconciliation of income tax on income before income taxes computed at the U.S. federal statutory tax rates to actual income tax expense is presented below:
 
2019
 
2018
 
2017
Income tax expense at U.S. federal statutory rate
$
14.5

 
$
50.0

 
$
57.2

Income tax expense calculated on noncontrolling interests
(10.9
)
 
(12.2
)
 
(21.5
)
State and foreign tax expense, net of federal tax
12.9

 
(2.3
)
 
6.3

Increase (decrease) in deferred tax asset valuation allowance
(26.2
)
 
(52.8
)
 
(51.8
)
Amount allocated to other comprehensive income
(1.4
)
 
—

 
—

Remeasurement of deferred taxes for U.S. tax legislation
—

 
—

 
(4.3
)
Transition tax on foreign earnings
—

 
—

 
7.9

Non-deductible compensation
4.7

 
8.1

 
—

Other permanent differences
7.3

 
2.3

 
2.4

Other differences
5.3

 
0.7

 
1.6

Income tax expense (benefit)
$
6.2

 
$
(6.2
)
 
$
(2.2
)


Our federal, state and local tax returns are subject to examination by various taxing authorities. Federal returns and most state returns for periods beginning in 2016 are open for examination, while certain state and local returns are open for examination for periods beginning in 2015. However, taxing authorities have the ability to adjust net operating loss carryforwards generated in years before these periods. We have not recognized certain tax benefits because of the uncertainty of realizing the entire value of the tax position taken on income tax returns until taxing authorities review them. We have established appropriate income tax accruals, and believe that the outcomes of future federal examinations, as well as ongoing and future state and local examinations, will not have a material adverse impact on our financial position, results of operations or cash flows. When statutes of limitations expire or taxing authorities resolve uncertain tax positions, we will adjust income tax expense for the unrecognized tax benefits. We have no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change within twelve months of December 31, 2019.


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A reconciliation of the change in unrecognized tax benefits for 2019, 2018 and 2017 is presented below:
 
2019
 
2018
 
2017
Balance at beginning of year
$
87.2

 
$
89.4

 
$
124.2

Decreases for prior year tax positions
(12.2
)
 
(2.2
)
 
(0.5
)
Increases (decreases) for current year tax positions
0.3

 
—

 
0.3

Increases (decreases) related to tax rate changes (a)
—

 
—

 
(34.6
)
Balance at end of year
$
75.3

 
$
87.2

 
$
89.4



(a)
As a result of the Tax Act, the value of unrecognized tax benefits associated with net operating loss carryforwards and other temporary differences was reduced to reflect the lower tax rates that will apply if the uncertainties related to these deferred tax assets materialize in the future.

Included in the balance of unrecognized tax benefits at December 31, 2019 and 2018, are $72.3 and $72.8 of tax benefits that, if recognized, would affect the effective tax rate. Also included in the balance of unrecognized tax benefits at December 31, 2019 and 2018, are $3.0 and $14.5 of tax benefits that, if recognized, would result in adjustments to other tax accounts, primarily deferred taxes.

NOTE 7 - Long-term Debt and Other Financing
 

Debt balances at December 31, 2019 and 2018, are presented below:
 
2019
 
2018
Credit Facility
$
450.0

 
$
335.0

7.50% Senior Secured Notes due July 2023 (effective rate of 8.3%)
380.0

 
380.0

7.625% Senior Notes due October 2021
406.2

 
406.2

6.375% Senior Notes due October 2025 (effective rate of 7.1%)
270.2

 
274.8

7.00% Senior Notes due March 2027
391.6

 
391.6

Industrial Revenue Bonds due 2020 through 2028
99.3

 
99.3

5.00% Exchangeable Senior Notes due November 2019 (effective rate of 10.8%)
—

 
148.5

Unamortized debt discount and issuance costs
(28.5
)
 
(41.7
)
Total long-term debt
$
1,968.8

 
$
1,993.7



During 2019, we were in compliance with all the terms and conditions of our debt agreements.

Maturities of long-term debt for the next five years, at December 31, 2019, are presented below:
Year
 
 
Debt Maturities
2020
(a)
 
$
7.3

2021
 
 
406.2

2022
 
 
450.0

2023
 
 
380.0

2024
 
 
62.0


(a)
Amounts maturing in 2020 are classified as long-term based on our ability and intent to refinance on a long-term basis.

Credit Facility

We have a $1,500.0 revolving credit facility (the “Credit Facility”) that expires in September 2022 and is guaranteed by AK Steel’s parent company, AK Holding, and by AK Tube, AK Steel Properties, Inc. and Mountain State Carbon LLC, three 100%-owned subsidiaries of AK Steel (referred to together as the “Subsidiary Guarantors”). The Credit Facility contains customary restrictions, including limitations on, among other things, distributions and dividends, acquisitions and investments, dispositions, indebtedness, liens and affiliate transactions. The Credit Facility requires that we maintain a minimum fixed charge coverage ratio of one to one if availability under the Credit Facility is less than $150.0. The Credit Facility’s current availability significantly exceeds $150.0. Availability is calculated as the lesser of the Credit Facility commitments or eligible collateral after advance rates, less outstanding revolver borrowings and letters of credit. We secure our Credit Facility obligations with our inventory and accounts receivable, and the Credit Facility’s availability fluctuates monthly based on the varying levels of eligible collateral. We do not expect any of these

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restrictions to affect or limit our ability to conduct business in the ordinary course. The Credit Facility includes a “first-in, last-out” or “FILO” tranche, which allows us to use a portion of our eligible collateral at higher advance rates.

At December 31, 2019, our aggregate borrowing base, after application of applicable advance rates, was $1,327.1. As of December 31, 2019, we had $450.0 in outstanding borrowings. Availability as of December 31, 2019 was further reduced by $72.5 for outstanding letters of credit, resulting in remaining availability of $804.6. The weighted-average interest rate on the outstanding borrowings at December 31, 2019 was 3.32%.

Senior Secured Notes
 
AK Steel has outstanding 7.50% Senior Secured Notes due July 2023 (the “Secured Notes”). The Secured Notes are fully and unconditionally guaranteed by AK Holding and the Subsidiary Guarantors. The Secured Notes are secured by first priority liens on the plant, property and equipment (other than certain excluded property, and subject to permitted liens) of AK Steel and the Subsidiary Guarantors and any proceeds from them. The book value of the collateral as of December 31, 2019 was approximately $1.4 billion. The indenture governing the Secured Notes includes covenants with customary restrictions on (a) the incurrence of additional debt by certain subsidiaries, (b) the incurrence of certain liens, (c) the incurrence of sale/leaseback transactions, (d) the use of proceeds from the sale of collateral, and (e) our ability to merge or consolidate with other entities or to sell, lease or transfer all or substantially all of our assets to another entity. The Secured Notes also contain customary events of default. We may redeem the Secured Notes at 103.750% until July 15, 2020, 101.875% until July 15, 2021, and 100.000% thereafter, together with all accrued and unpaid interest to the date of redemption.

Senior Unsecured Notes

AK Steel has outstanding 7.625% Senior Notes due October 2021 (the “2021 Notes”). We may redeem the 2021 Notes at 100.0%, together with all accrued and unpaid interest to the date of redemption.

AK Steel has outstanding 6.375% Senior Unsecured Notes due October 2025 (the “2025 Notes”). Before October 15, 2020, we may redeem the 2025 Notes at a price equal to par plus a make-whole premium and all accrued and unpaid interest to the date of redemption. After that date, we may redeem them at 103.188% until October 15, 2021, 101.594% thereafter until October 15, 2022, and 100.000% thereafter, together with all accrued and unpaid interest to the date of redemption. In 2017, we recognized other expense of $8.4 related to the issuance of the 2025 Notes. During 2019 and 2018, we repurchased an aggregate principal amount of $4.6 and $5.2 of the 2025 Notes in private, open market transactions. We recognized a net gain on the repurchases totaling $0.6 and $0.7 for the years ended December 31, 2019 and 2018, which is included in other (income) expense.

AK Steel has outstanding 7.00% Senior Unsecured Notes due March 2027 (the “2027 Notes”). Before March 15, 2022, we may redeem the 2027 Notes at a price equal to par plus a make-whole premium and all accrued and unpaid interest to the date of redemption. After that date, we may redeem them at 103.500% until March 15, 2023, 102.333% thereafter until March 15, 2024, 101.167% thereafter until March 15, 2025, and 100.000% thereafter, together with all accrued and unpaid interest to the date of redemption. In 2017, we recognized other expense of $13.1 related to the issuance of the 2027 Notes. During 2018, we repurchased an aggregate principal amount of $8.4 of the 2027 Notes in private, open market transactions. We recognized a net gain on the repurchases totaling $1.3 for the year ended December 31, 2018, which is included in other (income) expense.

The 2021 Notes, the 2025 Notes, the 2027 Notes and the unsecured industrial revenue bonds (“IRBs”) discussed below (collectively, the “Senior Unsecured Notes”) are equal in right of payment. AK Holding and the Subsidiary Guarantors each, fully and unconditionally, jointly and severally, guarantees the payment of interest, principal and premium, if any, on the Senior Unsecured Notes. The indentures governing the 2021 Notes, the 2025 Notes, the 2027 Notes and the unsecured IRBs include covenants with customary restrictions on (a) the incurrence of additional debt by certain subsidiaries, (b) the incurrence of certain liens, (c) the amount of sale/leaseback transactions, and (d) our ability to merge or consolidate with other entities or to sell, lease or transfer all or substantially all of our assets to another entity. The indentures governing the Senior Unsecured Notes also contain customary events of default. The Senior Unsecured Notes rank junior in priority to the Secured Notes to the extent of the value of the assets securing the Secured Notes.

Industrial Revenue Bonds

AK Steel has outstanding $73.3 aggregate principal amount of fixed-rate, tax-exempt IRBs (the “unsecured IRBs”) at December 31, 2019. The weighted-average fixed interest rate of the unsecured IRBs is 6.8%. The unsecured IRBs are unsecured senior debt obligations of AK Steel that are equal in ranking with the other Senior Unsecured Notes. In addition, AK Steel has outstanding $26.0 aggregate principal amount of variable-rate taxable IRBs at December 31, 2019, that are backed by letters of credit.


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Exchangeable Notes

AK Steel’s 5.0% Exchangeable Senior Notes due November 2019 (the “Exchangeable Notes”) were redeemed at their maturity date. Although the Exchangeable Notes were issued at par, for accounting purposes the proceeds received from the issuance of the notes were allocated between debt and equity to reflect the fair value of the exchange option embedded in the notes and the fair value of similar debt without the exchange option. Therefore, we recorded $38.7 of the gross proceeds of the Exchangeable Notes as an increase in additional paid-in capital with the offsetting amount recorded as a debt discount. We amortized the debt discount and issuance costs over the term of the Exchangeable Notes using the effective interest method. As of December 31, 2018, the net carrying amount of the Exchangeable Notes was $141.4.

NOTE 8 - Pension and Other Postretirement Benefits
 

Summary

We provide noncontributory pension and various healthcare and life insurance benefits to a significant portion of our employees and retirees. Benefits are provided through defined benefit and defined contribution plans that we sponsor, as well as multiemployer plans for certain union members. Our defined benefit pension plans are not fully funded. We will be required to make pension contributions of approximately $45.0 for 2020. Based on current actuarial assumptions, we expect to make required pension contributions of approximately $45.0 for 2021 and $35.0 for 2022. Factors that affect future funding projections include differences between expected and actual returns on plan assets, actuarial data and assumptions relating to plan participants, the discount rate used to measure the pension obligations and changes to regulatory funding requirements. We expect to make OPEB payments, after receipt of Medicare subsidy reimbursements, of approximately $35.6 in 2020.


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Defined Benefit Plans

Plan Obligations

Amounts presented below are calculated based on benefit obligation and asset valuation measurement dates of December 31, 2019 and 2018:
 
Pension Benefits
 
Other Benefits
 
2019
 
2018
 
2019
 
2018
Change in benefit obligations:
 
 
 
 
 
 
 
Benefit obligations at beginning of year
$
2,210.0

 
$
2,808.0

 
$
398.2

 
$
448.5

Service cost
2.5

 
3.2

 
3.5

 
4.5

Interest cost
85.9

 
94.5

 
16.4

 
15.6

Plan participants’ contributions
—

 
—

 
24.3

 
24.7

Actuarial loss (gain)
206.5

 
(148.8
)
 
16.2

 
(23.7
)
Amendments
—

 
—

 
—

 
(11.1
)
Benefits paid
(211.3
)
 
(268.1
)
 
(53.2
)
 
(62.6
)
Annuity settlement
(615.6
)
 
(278.8
)
 
—

 
—

Termination benefits—Ashland Works
9.7

 
—

 
3.6

 
—

Medicare subsidy reimbursement received
—

 
—

 
2.1

 
2.3

Benefit obligations at end of year
$
1,687.7

 
$
2,210.0

 
$
411.1

 
$
398.2

 
 
 
 
 
 
 
 
Change in plan assets:
 

 
 

 
 

 
 

Fair value of plan assets at beginning of year
$
1,739.6

 
$
2,322.2

 
$
—

 
$
—

Actual gain (loss) on plan assets
382.5

 
(87.0
)
 
—

 
—

Employer contributions
44.8

 
51.3

 
26.8

 
35.6

Plan participants’ contributions
—

 
—

 
24.3

 
24.7

Benefits paid
(211.3
)
 
(268.1
)
 
(53.2
)
 
(62.6
)
Annuity settlement
(615.6
)
 
(278.8
)
 
—

 
—

Medicare subsidy reimbursement received
—

 
—

 
2.1

 
2.3

Fair value of plan assets at end of year
$
1,340.0

 
$
1,739.6

 
$
—

 
$
—

Funded status
$
(347.7
)
 
$
(470.4
)
 
$
(411.1
)
 
$
(398.2
)
 
 
 
 
 
 
 
 
Amounts recognized in the consolidated balance sheets:
 

 
 

 
 

 
 

Current liabilities
$
(5.4
)
 
$
(1.2
)
 
$
(35.6
)
 
$
(37.5
)
Noncurrent liabilities
(342.3
)
 
(469.2
)
 
(375.5
)
 
(360.7
)
Total
$
(347.7
)
 
$
(470.4
)
 
$
(411.1
)
 
$
(398.2
)
 
 
 
 
 
 
 
 
Amounts recognized in accumulated other comprehensive loss, before taxes:
 

 
 

 
 

 
 

Actuarial loss (gain)
$
48.5

 
$
134.1

 
$
(15.5
)
 
$
(35.4
)
Prior service cost (credit)
15.9

 
19.4

 
(69.2
)
 
(82.4
)
Total
$
64.4

 
$
153.5

 
$
(84.7
)
 
$
(117.8
)


The accumulated benefit obligation for all defined benefit pension plans was $1,675.8 and $2,188.6 at December 31, 2019 and 2018. All our defined benefit pension plans have an accumulated benefit obligation in excess of plan assets. The amounts included in current liabilities represent only the amounts of our unfunded pension and OPEB benefit plans that we expect to pay in the next year.

During the fourth quarter of 2019, we transferred to a highly rated insurance company $615.6 of pension obligations for approximately 4,250 retirees or their beneficiaries. As part of this transaction, we transferred a similar amount of pension trust assets to purchase a non-participating annuity contract that requires the insurance company to pay the transferred pension obligations to the

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pension participants. As a result of the transfer of pension assets in November 2019, we recorded a settlement loss of $26.9 in the fourth quarter of 2019 to recognize the portion of the unrealized actuarial loss associated with the transferred obligations.

During the fourth quarter of 2018, we transferred to a highly rated insurance company $278.8 of pension obligations for approximately 5,400 retirees or their beneficiaries. As part of this transaction, we transferred a similar amount of pension trust assets to purchase a non-participating annuity contract. As a result of the transfer of pension assets in October 2018, we recorded a settlement loss of $14.5 in the fourth quarter of 2018.

During 2019, we recognized pension and OPEB termination benefits of $13.3 related to the Ashland Works closure.

The 2019 change in the actuarial loss (gain) for the pension plans in the table above primarily consisted of gains of $272.8 for actual pension asset return greater than expected and changes in demographic assumptions, partially offset by a loss of $182.4 for the decrease in discount rate used to value the benefit obligations and a loss of $31.0 for changes in mortality tables. The 2019 change in the actuarial loss (gain) for the OPEB plan in the table above primarily consisted of a loss of $33.7 for the decrease in discount rate used to value the benefit obligations, partly offset by gains related to changes in demographic assumptions and lower than expected benefit payments.

Assumptions used to value benefit obligations and determine pension and OPEB (income) expense are presented below:
 
Pension Benefits
 
Other Benefits
 
2019
 
2018
 
2017
 
2019
 
2018
 
2017
Assumptions used to determine benefit obligations at December 31:
 
 
 
 
 
 
 
 
 
 
 
Discount rate
3.29
%
 
4.22
%
 
3.54
%
 
3.33
%
 
4.27
%
 
3.59
%
Rate of compensation increase
4.00
%
 
4.00
%
 
4.00
%
 
 
 
 
 
 
Interest crediting rate
3.80
%
 
3.80
%
 
3.80
%
 
 
 
 
 
 
Subsequent year healthcare cost trend rate
 
 
 
 
 
 
6.17
%
 
6.50
%
 
6.65
%
Ultimate healthcare cost trend rate
 
 
 
 
 
 
4.50
%
 
4.50
%
 
4.50
%
Year ultimate healthcare cost trend rate begins
 
 
 
 
 
 
2025

 
2025

 
2025

 
 
 
 
 
 
 
 
 
 
 
 
Assumptions used to determine pension and OPEB (income) expense for the year ended December 31:
 
 
 
 
 
 
 
 
 
 
 
Discount rate
4.14
%
 
3.69
%
 
3.93
%
 
4.27
%
 
3.59
%
 
4.04
%
Expected return on plan assets
6.75
%
 
7.00
%
 
7.25
%
 
 
 
 
 
 
Rate of compensation increase
4.00
%
 
4.00
%
 
4.00
%
 
 
 
 
 
 
Interest crediting rate
3.80
%
 
3.80
%
 
3.80
%
 
 
 
 
 
 


We determine the discount rate at each remeasurement by finding a hypothetical portfolio of individual high-quality corporate bonds available at the measurement date with coupon and principal payments that could satisfy the plans’ expected future benefit payments that we use to calculate the projected benefit obligation. The discount rate is the single rate that is equivalent to the average yield on that hypothetical portfolio of bonds. We changed our assumption for future expected returns on pension plan assets to 7.50% from 6.75%, effective January 1, 2020 in response to a change in asset allocation.

Estimated future benefit payments to beneficiaries are presented below:
 
Pension
Plans
 
Other
Benefits
2020
$
142.6

 
$
35.6

2021
134.7

 
34.7

2022
137.2

 
34.0

2023
125.4

 
32.1

2024
130.7

 
30.4

2025 through 2029
592.7

 
129.4



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Plan Assets

Our investments in the master pension trust primarily include indexed and actively-managed funds. A fiduciary committee sets the target asset mix and monitors asset performance. We determine the master pension trust’s projected long-term rate of return based on the asset allocation, the trust’s investment policy statement and our long-term capital market return assumptions for the master trust.

We have developed an investment policy that considers liquidity requirements, expected investment return, funded status and expected asset risk, as well as standard industry practices. The investment policy also dictates a target allocation based primarily on the funded status of the plan. The target asset allocation for the master pension trust at December 31, 2019 was 60% equity and 40% fixed income. Equity investments consist of individual securities, equity mutual funds and common/collective trusts with equity investment strategies, which are diversified across multiple industry sectors, company market capitalizations and geographical investment strategies. The equity mutual funds and common/collective trusts have no unfunded commitments or significant redemption restrictions. Fixed-income investments consist of individual securities and common/collective trusts, which invest primarily in investment-grade and high-yield corporate bonds and U.S. Treasury securities. The fixed-income investments are diversified by ratings, maturities, industries and other factors. Plan assets contain no significant concentrations of risk from individual securities or industry sectors. The master pension trust has no direct investments in our common stock or fixed-income securities.

Master pension trust investments measured at fair value on a recurring basis at December 31, 2019 and 2018 are presented below, with certain assets presented by level within the fair value hierarchy. As a practical expedient, we estimate the value of common/collective trusts and equity mutual funds by using the net asset value (“NAV”) per share multiplied by the number of shares of the trust investment held as of the measurement date. If we have the ability to redeem our investment in the respective alternative investment at the NAV with no significant restrictions on the redemption at the consolidated balance sheet date, excluding equity mutual funds, we categorized the alternative investment as a reconciliation of pension investments reported in the fair value hierarchy to the master pension trust’s balance. See Note 17 for more information on the determination of fair value.
 
 
Quoted Prices
in Active
Markets for
Identical Assets
 
Significant Other
Observable Inputs
 
 
 
 
 
 
(Level 1)
 
(Level 2)
 
Total
 
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
Investments in fair value hierarchy
 
 
 
 
 
 
 
 
 
 
 
 
Equity investments:
 
 
 
 
 
 
 
 
 
 
 
 
U.S. securities
 
$
39.1

 
$
35.4

 
$
—

 
$
—

 
$
39.1

 
$
35.4

Global securities
 
—

 
—

 
140.2

 
131.4

 
140.2

 
131.4

Fixed-income investments:
 


 


 


 


 


 


High-yield U.S. securities
 
—

 
—

 
87.2

 
84.5

 
87.2

 
84.5

Other U.S. securities
 
—

 
—

 
318.2

 
700.8

 
318.2

 
700.8

Global securities
 
—

 
—

 
66.1

 
82.8

 
66.1

 
82.8

Other investments
 
—

 
—

 
79.1

 
78.0

 
79.1

 
78.0

Total pension investments in fair value hierarchy
 
$
39.1

 
$
35.4

 
$
690.8

 
$
1,077.5

 
$
729.9

 
$
1,112.9

 
 
 
 
 
 
 
 
 
 
 
 
 
Investments with fair values measured at net asset value
 
 

 
 

 
 

 
 

 
 

 
 

Common/collective trusts:
 
 
 
 
 
 
 
 
 
 
 
 
U.S. equity securities (a)
 
 
 
 
 
 
 
 
 
367.2

 
355.8

Global equity securities (a)
 
 
 
 
 
 
 
 
 
196.9

 
178.2

Global fixed-income securities (b)
 
 
 
 
 
 
 
 
 
46.0

 
92.7

Total pension assets at fair value
 
 
 
 
 
 
 
 
 
$
1,340.0

 
$
1,739.6


(a)
Investments may include common stocks, options and futures.
(b)
Investments may include investment-grade and high-yield corporate bonds, interest rate swaps, options and futures.


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Periodic Benefit Costs

Components of pension and OPEB (income) expense for the years 2019, 2018 and 2017 are presented below:
 
Pension Benefits
 
Other Benefits
 
2019
 
2018
 
2017
 
2019
 
2018
 
2017
Components of pension and OPEB (income) expense:
 
 
 
 
 
 
 
 
 
 
 
Service cost
$
2.5

 
$
3.2

 
$
2.8

 
$
3.5

 
$
4.5

 
$
4.7

Interest cost
85.9

 
94.5

 
108.2

 
16.4

 
15.6

 
17.3

Expected return on plan assets
(109.7
)
 
(148.8
)
 
(149.9
)
 
—

 
—

 
—

Amortization of prior service cost (credit)
3.6

 
3.8

 
4.7

 
(13.2
)
 
(13.6
)
 
(58.5
)
Recognized net actuarial loss (gain):
 
 
 
 
 
 
 
 
 
 
 
Annual amortization
(7.6
)
 
16.1

 
10.5

 
(3.6
)
 
(1.3
)
 
(4.2
)
Settlement loss
26.9

 
14.5

 
—

 
—

 
—

 
—

Termination benefits—Ashland Works
9.7

 
—

 
—

 
3.6

 
—

 
—

Pension and OPEB (income) expense
$
11.3

 
$
(16.7
)
 
$
(23.7
)
 
$
6.7

 
$
5.2

 
$
(40.7
)


Defined Contribution Plans

All employees are eligible to participate in various defined contribution plans. Certain of these plans have features with matching contributions or other company contributions based on our financial results. Total expense from these plans was $29.0, $31.1 and $24.9 in 2019, 2018 and 2017.

Multiemployer Pension Plans

We contribute to multiemployer pension plans according to collective bargaining agreements that cover certain union-represented employees. The following risks of participating in these multiemployer plans differ from single employer pension plan risks:
•
Employer contributions to a multiemployer plan may be used to provide benefits to employees of other participating employers.
•
If a participating employer stops contributing to a multiemployer plan, the remaining participating employers may need to assume the unfunded obligations of the plan.
•
If the multiemployer plan becomes significantly underfunded or is unable to pay its benefits, we may be required to contribute additional amounts in excess of the rate required by the collective bargaining agreements.
•
If we choose to stop participating in a multiemployer plan, we may be required to pay that plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

We are a party to a collective bargaining agreement at Ashland Works that requires contributions to the Steelworkers Pension Trust multiemployer pension plan. We recorded an estimated withdrawal liability of $10.0 in 2019 as a result of the closure of that facility. The actual withdrawal liability will not be known until a future year and is expected to be paid over a number of years. See Note 3 for further information.

In April 2019, the trustees for the IAM National Pension Fund (the “Fund”) voluntarily elected to place the Fund in the Red Zone for 2019 and implement a rehabilitation plan. The rehabilitation plan provides two options for a new schedule to be adopted by employers and their covered bargaining employees to both increase employer contributions and reduce certain employee pension benefits. Depending on the schedule selected, our contributions to the Fund could increase approximately $2.0 in 2020, with gradually increasing requirements through 2031.

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Our participation in these multiemployer plans for the years ended December 31, 2019, 2018 and 2017, is presented below. We do not provide more than five percent of the total contributions to any multiemployer plan. Forms 5500 are not yet available for plan years ending in 2019.
Pension Fund
 
EIN/Pension Plan Number
 
Pension Protection Act Zone Status (a)
 
FIP/RP Status Pending/Implemented (b)
 
Contributions
 
Surcharge Imposed (c)
 
Expiration Date of Collective Bargaining Agreement
 
 
 
 
2019
 
2018
 
 
 
2019
 
2018
 
2017
 
 
 
 
Steelworkers Pension Trust
 
23-6648508/499
 
Green
 
Green
 
No
 
$
3.9

 
$
4.2

 
$
6.3

 
No
 
1/22/2021 to 5/14/2021 (d)
IAM National Pension Fund’s National Pension Plan
 
51-6031295/002
 
Red
 
Green
 
Yes
 
18.9

 
17.7

 
18.4

 
Yes
 
3/15/2020 to 6/15/2022 (e)
 
 
 
 
 
 
 
 
 
 
$
22.8

 
$
21.9

 
$
24.7

 
 
 
 
(a)
The most recent Pension Protection Act zone status available in 2019 and 2018 is for each plan’s year-end at December 31, 2018 and 2017, except that the IAM National Pension Fund’s National Pension Plan reflects the election by the Fund to place the Fund in Red Zone in April 2019. The plan’s actuary certifies the zone status. Generally, plans in the red zone are less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded. The Steelworkers Pension Trust and IAM National Pension Fund’s National Pension Plan elected funding relief under section 431(b)(8) of the Internal Revenue Code and section 304(b)(8) of the Employment Retirement Income Security Act of 1974 (ERISA). This election allows those plans’ investment losses for the plan year ended December 31, 2008, to be amortized over 29 years for funding purposes.
(b)
The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented, as defined by ERISA.
(c)
The surcharge represents an additional required contribution due as a result of the critical funding status of the plan.
(d)
We are a party to three collective bargaining agreements at our Ashland Works, Mansfield Works and at the AK Tube Walbridge plant that require contributions to the Steelworkers Pension Trust. The labor contract for approximately 100 hourly employees at the AK Tube Walbridge plant expires January 22, 2021. The labor contract for approximately 300 hourly employees at Mansfield Works expires on March 31, 2021. The labor contract for approximately 10 active hourly employees at the Ashland Works currently expires May 14, 2021.
(e)
We are a party to three collective bargaining agreements at our Butler Works, Middletown Works and Zanesville Works that require contributions to the IAM National Pension Fund’s National Pension Plan. The labor contract for approximately 1,750 hourly employees at Middletown Works expires on March 15, 2020. The labor contract for approximately 100 hourly employees at Zanesville Works expires on May 31, 2022. The labor contract for approximately 1,100 hourly employees at Butler Works expires on June 15, 2022.

NOTE 9 - Leases
 

We have leases primarily for offices, production buildings and equipment. Our leases have remaining contractual lease terms of up to 20 years. Certain leases include options to extend the lease terms, and those extensions are for periods from 1 to 32 years depending on the particular lease. Some leases may also include options to terminate the leases. Certain leases include variable lease payments based on production, usage or independent factors such as changes in published producer price indices.


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Lease costs are presented below:
 
 
2019
Operating leases
 
$
67.7

Short-term leases
 
45.7

Variable lease costs
 
73.0

Total
 
$
186.4



Rental expense was $48.1 and $43.1 for 2018 and 2017.

Other information related to leases was as follows:
 
2019
Cash paid for operating leases within cash flows from operating activities
$
74.4

Right-of-use assets obtained in exchange for operating lease liabilities
28.9

Weighted-average remaining lease term of operating leases (in years)
8.2

Weighted-average discount rate for operating leases
8.5
%


Future minimum lease payments under noncancelable operating leases as of December 31, 2019, were as follows:
Year ending December 31:
 
2020
$
67.8

2021
54.1

2022
43.8

2023
37.2

2024
29.8

Thereafter
144.5

Total future minimum operating lease payments
377.2

Less imputed interest
115.5

Total operating lease liabilities
261.7

Less current portion of operating lease liabilities (included in Accrued liabilities)
49.6

Long-term operating lease liabilities (included in Other non-current liabilities)
$
212.1




NOTE 10 - Commitments
 

We purchase substantial portions of the principal raw materials required for our steel manufacturing operations under annual and multi-year agreements, some of which have minimum quantity requirements. We also use large volumes of natural gas, electricity and industrial gases in our steel manufacturing operations. We negotiate most of our purchases of chrome, coke, industrial gases, iron ore and a portion of our electricity under multi-year agreements. The iron ore agreements typically have a variable-price mechanism that adjusts the price of iron ore periodically, based on reference to an iron ore index and other market-based factors. We typically purchase coal under annual fixed-price agreements. We also purchase certain transportation services under multi-year contracts with minimum quantity requirements.

Commitments for future capital investments at December 31, 2019, totaled approximately $65.2, all of which we expect to incur in 2020.

NOTE 11 - Environmental and Legal Contingencies
 

Environmental Contingencies

Domestic steel producers, including us, must follow stringent federal, state and local laws and regulations designed to protect human health and the environment. We have spent the following amounts over the past three years for environmental-related capital investments and environmental compliance:

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2019
 
2018
 
2017
Environmental-related capital investments
$
23.0

 
$
7.1

 
$
6.8

Environmental compliance costs
141.3

 
126.3

 
129.5



We and our predecessors have been involved in steel manufacturing and related operations since 1900. Although we believe our operating practices have been consistent with prevailing industry standards, hazardous materials may have been released at operating sites or third-party sites in the past, including operating sites that we no longer own. If we reasonably can, we have 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. For sites involving government-required investigations, we typically make an estimate of potential remediation expenditures only after the investigation is complete and when we better understand the nature and scope of the remediation. In general, the material factors in these estimates include the costs associated with investigations, delineations, risk assessments, remedial work, governmental response and oversight, site monitoring, and preparation of reports to the appropriate environmental agencies. We have recorded the following liabilities for environmental matters on our consolidated balance sheets:
 
2019
 
2018
Accrued liabilities
$
6.1

 
$
8.0

Other non-current liabilities
32.6

 
31.2



We cannot predict the ultimate costs for each site with certainty because of the evolving nature of the investigation and remediation process. Rather, to estimate the probable costs, we must make certain assumptions. The most significant of these assumptions is for 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 for future investigation and remediation are not discounted to their present value. To the extent that we have been able to reasonably estimate future liabilities, we do not believe that there is a reasonable possibility that we will incur a loss or losses that exceed the amounts we accrued for the environmental matters discussed below that would, either individually or in the aggregate, have a material adverse effect on our consolidated financial condition, results of operations or cash flows. However, since we recognize amounts in the consolidated financial statements in accordance with accounting principles generally accepted in the United States that 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 the liabilities we currently have recorded in our consolidated financial statements.

Except as we expressly note below, we do not currently anticipate any material effect on our consolidated financial position, results of operations or cash flows as a result of compliance with current environmental regulations. Moreover, because all domestic steel producers operate under the same federal environmental regulations, we do not believe that we are more disadvantaged than our domestic competitors by our need to comply with these regulations. Some foreign competitors may benefit from less stringent environmental requirements in the countries where they produce, resulting in lower compliance costs for them and providing those foreign competitors with a cost advantage on their products.

According 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. Environmental regulators may inspect our major steelmaking facilities. While we 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 from the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the EPA and state environmental authorities have conducted site investigations at certain of our facilities and other third-party facilities, portions of which previously may have been used for disposal of materials that are currently regulated. The results of these investigations are still pending, and we could be directed to spend funds for remedial activities at the former disposal areas. Because of the uncertain status of these investigations, however, we cannot reliably predict whether or when such spending might be required or its magnitude.

As previously noted, on April 29, 2002, we entered a mutually agreed-upon administrative order on consent with the EPA pursuant to Section 122 of CERCLA to perform a Remedial Investigation/Feasibility Study (“RI/FS”) of the former Hamilton Plant site located in New Miami, Ohio. The plant ceased operations in 1990 and all of its former structures have been demolished. We submitted the investigation portion of the RI/FS and completed supplemental studies. We currently have accrued $0.7 for the remaining cost of the RI/FS. Until the RI/FS is complete, we cannot reliably estimate the additional costs, if any, we may incur for potentially required remediation of the site or when we may incur them.

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As previously reported, on September 30, 1998, our 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 our Mansfield Works that allegedly could be sources of contamination. A site investigation began in November 2000 and is continuing. We cannot reliably estimate how long it will take to complete this site investigation. We currently have accrued $0.5 for the projected cost of the remaining investigation and corrective measures study. Until the site investigation and study are complete, we cannot reliably estimate the additional costs, if any, we may incur for potentially required remediation of the site or when we may incur them.

As previously noted, on September 26, 2012, the EPA issued an order under Section 3013 of RCRA requiring us to develop a plan for investigation of four areas at our former Ashland Works coke plant. The Ashland Works coke plant ceased operations in 2011 and all of its former structures have been demolished and removed. In 1981, we acquired the plant from Honeywell International Corporation (as successor to Allied Corporation), who had managed the coking operations there for approximately 60 years. In connection with the sale of the coke plant, Honeywell agreed to indemnify us from certain claims and obligations that could arise from the investigation and we intend to pursue such indemnification from Honeywell, if necessary. We cannot reliably estimate how long it will take to complete the site investigation. On March 10, 2016, the EPA invited us to participate in settlement discussions regarding an enforcement action. Settlement discussions between the parties are ongoing, though whether the parties will reach agreement and any such agreement’s terms are uncertain. We currently have accrued $1.4 for the projected cost of the investigation and known remediation. Until the site investigation is complete, we cannot reliably estimate the costs, if any, we may incur for potential additional required remediation of the site or when we may incur them.

As previously reported, on July 15, 2009, we and the Pennsylvania Department of Environmental Protection (“PADEP”) entered a Consent Order and Agreement (the “Consent Order”) to resolve an alleged unpermitted discharge of wastewater from the closed Hillside Landfill at our former Ambridge Works. Under the terms of the Consent Order, we paid a penalty and also agreed to implement various corrective actions, including an investigation of the area where landfill activities occurred, submission of a plan to collect and treat surface waters and seep discharges, and upon approval from PADEP, implementation of that plan. We have accrued $4.8 for the remedial work required under the approved plan and Consent Order. A National Pollution Discharge Elimination System (“NPDES”) permit was issued in 2019 that includes a compliance schedule. We currently estimate that the remaining work will be completed in accordance with the schedule in 2022.

As previously reported, on June 29, 2000, the United States filed a complaint on behalf of the EPA against us in the U.S. District Court for the Southern District of Ohio, Case No. C-1-00530, alleging violations of the Clean Air Act, the Clean Water Act and RCRA at our Middletown Works. Subsequently, the State of Ohio, the Sierra Club and the National Resources Defense Council intervened. On May 15, 2006, the court entered a Consent Decree in Partial Resolution of Pending Claims (the “Consent Decree”). Under the Consent Decree, we agreed to undertake a comprehensive RCRA facility investigation at Middletown Works and, as appropriate, complete a corrective measures study. The Consent Decree also required us to implement certain RCRA corrective action interim measures. We have completed the remedial activity at Dicks Creek, but continue to work on the RCRA facility investigation and certain interim measures. We have accrued $13.1 for the cost of known remediation and other work required under the Consent Decree.

As previously reported, on May 12, 2014, the Michigan Department of Environment, Great Lakes, and Energy (“EGLE”) (previously the Michigan Department of Environmental Quality) issued to our Dearborn Works an Air Permit to Install No. 182-05C (the “PTI”) to increase the emission limits for the blast furnace and other emission sources. The PTI was issued as a correction to a prior permit to install that did not include certain information during the prior permitting process. On July 10, 2014, the South Dearborn Environmental Improvement Association (“SDEIA”), Detroiters Working for Environmental Justice, Original United Citizens of Southwest Detroit and the Sierra Club filed a Claim of Appeal of the PTI in the State of Michigan, Wayne County Circuit, Case No. 14-008887-AA. The appellants and EGLE required the intervention of Severstal Dearborn, LLC (“Dearborn”) (now owned by us) in this action as an additional appellee. The appellants allege multiple deficiencies with the PTI and the permitting process. On July 2, 2019, the Circuit Court dismissed the PTI appeal and ruled that EGLE appropriately issued the permit modification. The appellants have appealed that decision. Until the appeal is resolved, we cannot determine what the ultimate permit limits will be. Until the permit limits are determined and final, we cannot reliably estimate the costs we may incur, if any, or when we may incur them.

As previously reported, on August 21, 2014, the SDEIA filed a Complaint under the Michigan Environmental Protection Act in the State of Michigan, Wayne County Circuit Case No. 14-010875-CE. The plaintiffs allege that the air emissions from our Dearborn Works are impacting the air, water and other natural resources, as well as the public trust in such resources. The plaintiffs are requesting, among other requested relief, that the court assess and determine the sufficiency of the PTI’s limitations. On October 15, 2014, the court ordered a stay of the proceedings until a final order is issued in Wayne County Circuit Court Case No. 14-008887-AA (discussed above). When the proceedings resume, we will vigorously contest these claims. Until the claims in this Complaint are resolved, we cannot reliably estimate the costs we may incur, if any, or when we may incur them.

As previously reported, on April 27, 2000, EGLE issued RCRA Corrective Action Order No. 111-04-00-07E to Rouge Steel Company and Ford Motor Company for the property that includes our Dearborn Works. The Corrective Action Order has been amended five

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times. We are a party to the Corrective Action Order as the successor-in-interest to Dearborn, which was the successor-in-interest to Rouge Steel Company. The Corrective Action Order requires the site-wide investigation, and where appropriate, remediation of the facility. The site investigation and remediation are ongoing. We cannot reliably estimate how long it will take to complete this site investigation and remediation. To date, Ford Motor Company has incurred most of the costs of the investigation and remediation due to its prior ownership of the steelmaking operations at Dearborn Works. Until the site investigation is complete, we cannot reliably estimate the additional costs we may incur, if any, for any potentially required remediation of the site or when we may incur them.

As previously reported, we received an order in October 2002 from the EPA under Section 3013 of RCRA requiring us to investigate several areas of Zanesville Works that allegedly could be sources of contamination. A site investigation began in 2003 and was approved by EPA in November 2012. On October 28, 2016, the EPA requested that we conduct a corrective measures study and implement these measures as necessary. We subsequently agreed to proceed with a voluntary corrective measures study and have accrued $0.8 for the study. Until the study is complete, we cannot reliably estimate the costs, if any, we may incur for potential required remediation of the site or when we may incur them.

On November 18, 2019 and November 26, 2019, EGLE issued Notices of Violations (“NOVs”) with respect to the basic oxygen furnace at Dearborn Works alleging violations of manganese and lead limits. We are investigating these claims and will work with EGLE to attempt to resolve them. We will vigorously contest any claims that cannot be resolved through a settlement. Until a settlement is reached with EGLE or the claims of the NOVs are otherwise resolved, we cannot reliably estimate the costs, if any, associated with any potentially required work.

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

Legal Contingencies

As previously reported, since 1990 we have 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 one of our current or former facilities. The majority of asbestos cases pending in which we are 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, but does not attempt to allocate the total monetary claim among the various defendants.

The number of asbestos cases pending at December 31, 2019, is presented below:
 
Asbestos Cases Pending at
 
December 31, 2019
Cases with specific dollar claims for damages:
 
Claims up to $0.2
183
Claims above $0.2 to $5.0
4
Claims above $5.0 to $20.0
3
Total claims with specific dollar claims for damages (a)
190
Cases without a specific dollar claim for damages
177
Total asbestos cases pending
367
(a)
Involve a total of 2,265 plaintiffs and 21,406 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 us. In fact, it usually is not even possible at the outset to determine which of the plaintiffs actually will pursue a claim against us. Typically, that can only be determined through written interrogatories or other discovery after a case has been filed. Therefore, in a case involving multiple plaintiffs and multiple defendants, we initially only account for the lawsuit as one claim. After we have determined through discovery whether a particular plaintiff will pursue a claim, we make an appropriate adjustment to statistically account for that specific claim. It has been our experience that only a small percentage of asbestos plaintiffs ultimately identify us 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. We maintain appropriate reserves within a range of possible outcomes for asbestos claims. Asbestos-related claims information in 2019, 2018 and 2017, is presented below:

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2019
 
2018
 
2017
New Claims Filed
 
64

 
68

 
58

Pending Claims Disposed Of
 
40

 
61

 
61

Total Amount Paid in Settlements
 
$
3.5

 
$
1.4

 
$
1.2



Since the onset of asbestos claims against us in 1990, six asbestos claims against us proceeded to trial in five separate cases. Five out of six claims concluded with a verdict in our favor. On June 14, 2019, judgment was entered on a jury verdict in an asbestos case in state court in Oklahoma against a party that was indemnified by us and another unrelated defendant. The judgment amount was $8.1 against both defendants jointly and severally. We are appealing that judgment and intend to contest the matter vigorously, which may include asserting contribution claims against the other defendant. We continue to vigorously defend all asbestos claims. Based upon present knowledge, and the factors above, we believe it is unlikely that the resolution in the aggregate of the asbestos claims against us will have a materially adverse effect on our consolidated results of operations, cash flows or financial condition. However, predictions about 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 litigation process from jurisdiction to jurisdiction and from case to case, (4) the type and severity of the disease each claimant is alleged to suffer, and (5) the potential for enactment of legislation affecting asbestos litigation.

Six actions, including one putative class action lawsuit, have been filed in federal court in Delaware, Michigan and New York by purported AK Steel stockholders in connection with the Merger: Stein v. AK Steel Holding Corp., et al., Case No. 1:20-cv-00054 (D. Del., filed January 14, 2020) (the “Stein Action”); Spuhler v. AK Steel Holding Corp., et al., Case No. 1:20-cv-00444 (S.D.N.Y., filed January 16, 2020) (the “Spuhler Action”); Franchi v. AK Steel Holding Corp., et al., Case No. 1:20-cv-00078 (D. Del., filed January 17, 2020) (the “Franchi Action”); Raul v. AK Steel Holding Corp., et al., No. 1:20-cv-00611 (S.D.N.Y., filed January 23, 2020) (the “Raul Action”); Ruiz v. AK Steel Holding Corp., et al., No. 1:20-cv-00620 (E.D.N.Y., filed February 4, 2020) (the “Ruiz Action”); and Rubin v. AK Steel Holding Corp., et al., No. 2:20-cv-10379-BAF-DRG (E.D. Mich., filed February 12, 2020) (the “Rubin Action”). The Stein Action, Spuhler Action, Franchi Action, Raul Action, Ruiz Action and Rubin Action are collectively referred to as the “AK Steel Stockholder Federal Actions.” A seventh action, Pate v. AK Steel Holding Corp., et al., Case No. CV 2020 01 0196 (Ohio Common Pleas, Butler County, filed January 28, 2020) (the “Pate Action”), has been filed by a purported AK Steel stockholder as a putative class action in state court in Ohio. The Pate Action and the AK Steel Stockholder Federal Actions are collectively referred to as the “AK Steel Stockholder Actions.” Each of the AK Steel Stockholder Actions names AK Steel and its directors as defendants, and the Franchi Action and Pate Action name Cliffs and Merger Sub as additional defendants. An eighth action, Nessim v. Cleveland-Cliffs Inc., et al., Case No. 1:20-cv-00850 (S.D.N.Y., filed January 31, 2020) (the “Nessim Action”), has been filed in federal court in New York against Cliffs and its directors by a purported shareholder of Cliffs. The Nessim Action and the AK Steel Stockholder Federal Actions are collectively referred to as the “Federal Stockholder Actions,” and all eight actions are collectively referred to as the “Stockholder Actions.” Each of the Federal Stockholder Actions alleges, among other things, that the registration statement on Form S-4 filed by Cliffs in connection with the Merger is false and misleading and/or omits material information concerning the transactions contemplated by the Merger Agreement in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated under the Exchange Act. The Pate Action alleges breach of fiduciary duty claims against the AK Steel directors and aiding and abetting claims against AK Steel, Cliffs and Merger Sub in connection with the transactions contemplated by the Merger Agreement, including that the registration statement on Form S-4 filed by Cliffs in connection with the Merger is false and misleading and/or omits material information concerning the transactions contemplated by the Merger Agreement. The plaintiffs in the Stockholder Actions, among other things, seek to enjoin the transactions contemplated by the Merger Agreement and an award of attorneys’ fees and expenses. We believe that the allegations in each of these complaints lack merit and plan to contest the matters vigorously.

Other Contingencies

In addition to the matters discussed above, there are various pending and potential claims against us and our subsidiaries involving product liability, commercial, employee benefits and other matters arising in the ordinary course of business. Because of the considerable uncertainties which exist for any claim, it is difficult to reliably or accurately estimate what the amount of a loss would be if a claimant prevails. If material assumptions or factual understandings we rely on to evaluate exposure for these contingencies prove to be inaccurate or otherwise change, we may be required to record a liability for an adverse outcome. If, however, we have reasonably evaluated potential future liabilities for all of these contingencies, including those described more specifically above, it is our opinion, unless we otherwise noted, that the ultimate liability from these contingencies, individually and in the aggregate, should not have a material effect on our consolidated financial position, results of operations or cash flows.


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NOTE 12 - Stockholders’ Equity
 

Common Stock

Our common stockholders may receive dividends when and as declared by the Board of Directors out of funds legally available for distribution. The holders have one vote per share in respect of all matters and are not entitled to preemptive rights.

Preferred Stock

There are 25,000,000 shares of preferred stock authorized; no shares are issued or outstanding.

Dividends

The instruments governing our outstanding senior debt allow dividend payments. However, our Credit Facility restricts dividend payments under certain conditions. Dividends are permitted if no default or event of default exists under the terms of the Credit Facility and (i) availability under the Credit Facility exceeds 20% of the lesser of the Credit Facility commitment or eligible collateral after advance rates or (ii) availability exceeds 15% of the lesser of the Credit Facility commitment or eligible collateral after advance rates and we meet a fixed charge coverage ratio of one to one as of the most recently ended fiscal quarter. At December 31, 2019, availability under the Credit Facility significantly exceeds these amounts. If we cannot meet either of these thresholds, annual dividends would be limited to the greater of $18.0 or 0.5% of consolidated total assets, with additional dividends permitted equal to the greater of $25.0 or 0.7% of consolidated total assets in aggregate over the life of the Credit Facility.

Share Repurchase Program

In October 2008, the Board of Directors authorized us to repurchase, from time to time, up to $150.0 of our outstanding common stock. We have not made any common stock repurchases under this program in the last three years. As of December 31, 2019, we had remaining $125.6 for repurchase under the Board of Directors’ authorization.

NOTE 13 - Share-based Compensation
 

In May 2019, our stockholders approved the 2019 Omnibus Supplemental Incentive Plan (“OSIP”), which authorizes granting an aggregate maximum of 14.4 million shares under the OSIP through May 31, 2029. The OSIP permits and the prior Stock Incentive Plan permitted the granting of nonqualified stock option, restricted stock, performance shares and restricted stock unit awards to our directors, officers and other employees. Under the OSIP, any dividends on unvested awards are subject to the same restrictions as the underlying award. Approximately 14 million shares were available for future grant as of December 31, 2019.

Share-based compensation expense for the years ended December 31, 2019, 2018 and 2017, is presented below:
Share-based Compensation Expense
 
2019
 
2018
 
2017
Stock options
 
$
2.5

 
$
2.5

 
$
2.1

Restricted stock
 
2.3

 
3.1

 
2.9

Restricted stock units issued to Directors
 
1.1

 
1.2

 
1.2

Performance shares
 
2.3

 
2.0

 
1.5

Equity-based long-term performance plan
 
1.0

 
0.4

 
—

Share-based compensation expense
 
$
9.2

 
$
9.2

 
$
7.7



Stock Options

Stock options have a maximum term of ten years and holders may not exercise them earlier than six months after the grant date or another term the award agreement may specify. Stock options granted to officers and other employees vest and become exercisable in three equal installments on the first, second and third anniversaries of the grant date. The exercise price of each option must equal or exceed the market price of our common stock on the grant date. We have not and, pursuant to the terms of our plans may not, reprice stock options to lower the exercise price.

We use the Black-Scholes option valuation model to value the nonqualified stock options. We use historical data of stock option exercise behaviors to estimate the expected life that granted options will be outstanding. The risk-free interest rate is based on the

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Daily Treasury Yield Curve published by the U.S. Treasury on the grant date. The expected volatility is determined by using a blend of historical and implied volatility. We do not expect to pay dividends over the term of the options based on our current dividend policy. We also estimate that option holders will forfeit 5% of the options.

The following weighted-average assumptions are used in the Black-Scholes option pricing model to estimate the fair value of granted options as of the grant date:
 
 
2019
 
2018
 
2017
Expected volatility
 
63.6% – 65.3%
 
58.8% – 61.6%
 
61.5% – 64.0%
Weighted-average volatility
 
64.5%
 
59.5%
 
62.5%
Expected term (in years)
 
3.5 – 6.6
 
3.4 – 6.6
 
3.3 – 6.5
Risk-free interest rate
 
2.6% – 2.7%
 
2.3% – 2.6%
 
1.6% – 2.2%
Weighted-average grant-date fair value per share of granted options
 
$1.52
 
$3.51
 
$5.33


Option activity for the year ended December 31, 2019, is presented below:
Stock Options
 
Shares
 
Weighted- Average Exercise Price
 
Weighted- Average Remaining Contractual Life (in years)
 
Aggregate Intrinsic Value
Outstanding at December 31, 2018
 
3,403,862

 
$
6.90

 
 
 
 
Granted
 
1,199,415

 
2.66

 
 
 
 
Exercised
 
(43,167
)
 
1.74

 
 
 
 
Forfeited and expired
 
(428,701
)
 
11.38

 
 
 
 
Outstanding at December 31, 2019
 
4,131,409

 
5.26

 
6.9
 
$
1.6

 
 
 
 
 
 
 
 
 
Exercisable at December 31, 2019
 
2,215,816

 
6.01

 
5.3
 
0.8

 
 
 
 
 
 
 
 
 
Unvested at December 31, 2019
 
1,915,593

 
4.39

 
8.4
 
0.7

 
 
 
 
 
 
 
 
 
Unvested at December 31, 2019 expected to vest
 
1,819,813

 
4.39

 
8.4
 
0.7



The total intrinsic value of stock option awards that holders exercised during the years ended December 31, 2019, 2018, and 2017 was $0.1, $0.3 and $0.2. Each exercised option’s intrinsic value is the quoted average of the reported high and low sales price on the exercise date. As of December 31, 2019, total unrecognized compensation costs for non-vested stock options were $0.8, which we expect to recognize over a weighted-average period of 1.6 years.

Restricted Stock

Restricted stock awards granted to officers and other employees ordinarily vest ratably on the first, second and third anniversaries of the grant. Non-vested restricted stock awards activity for the year ended December 31, 2019, is presented below:
Restricted Stock Awards
Restricted Shares
 
Weighted- Average Grant Date Fair Value
Outstanding at December 31, 2018
506,703

 
$
6.45

Granted
772,054

 
2.65

Vested/restrictions lapsed
(745,001
)
 
3.98

Canceled
(93,651
)
 
4.32

Outstanding at December 31, 2019
440,105

 
4.42



The weighted-average grant date fair value of restricted stock awards granted during the years ended December 31, 2019, 2018 and 2017, was $2.65, $6.56 and $9.78 per share. The total intrinsic value of restricted stock awards that vested (i.e., restrictions lapsed) during the years ended December 31, 2019, 2018 and 2017, was $2.0, $3.2 and $4.1. As of December 31, 2019, total unrecognized

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compensation costs for non-vested restricted stock awards were $0.9, which we expect to recognize over a weighted-average period of 1.6 years.

Restricted Stock Units

Restricted stock units (“RSUs”) represent equity-based compensation granted to Directors. RSU grants vest immediately, but we do not settle them (i.e., issue the underlying shares of stock) until one year after the grant date, unless a Director elects to defer the settlement to six months after his or her Board service is terminated. They may elect to take settlement in a single distribution or in annual installments up to fifteen years.

Performance Shares

Performance shares are granted to executive officers and other employees. They earn the awards by meeting performance measures over a three-year period. Though a target number of performance shares are awarded on the grant date, for 2019 and 2018 grants the total number of performance shares that will actually be issued to the participant, if any, at the expiration of the performance period will be based on our total share return compared to the VanEck Vectors Steel ETF. For 2017, the total number of performance shares that will be issued to the participant, if any, at the expiration of the performance period for those grants will be based on two equally-rated metrics: (i) our share performance compared to a prescribed compounded annual growth rate and (ii) our total share return compared to the VanEck Vectors Steel ETF.

The following weighted-average assumptions are used in a Monte Carlo simulation model to estimate the fair value of performance shares granted:
 
 
2019
 
2018
 
2017
Company expected volatility
 
62.3
%
 
67.3
%
 
68.0
%
VanEck Vectors Steel ETF expected volatility
 
45.3
%
 
52.2
%
 
48.9
%
Risk-free interest rate
 
2.6
%
 
2.2
%
 
1.5
%
Weighted-average grant-date fair value per performance share granted
 
$
3.09

 
$
8.05

 
$
10.78



Non-vested performance share awards activity for the year ended December 31, 2019, is presented below:
Performance Share Awards
Performance Shares
 
Weighted- Average Grant Date Fair Value
Outstanding at December 31, 2018
614,800

 
$
9.19

Granted
595,733

 
3.09

Earned
—

 
—

Expired or forfeited
(338,058
)
 
9.38

Outstanding at December 31, 2019
872,475

 
4.95



As of December 31, 2019, total unrecognized compensation costs for non-vested performance share awards were $2.1, which we expect to recognize over a weighted-average period of 1.6 years.

Equity-based Long-term Performance Plan

During 2018, in order to further align our management and stockholder interests, the Board of Directors changed the structure of long-term incentive compensation for executive officers. For performance periods beginning in 2019, 50% of the long-term incentive plan compensation earned by executive officers will now be denominated in stock instead of the 30% denominated in stock for the performance period that began in 2018. In addition, beginning in 2019, 30% of the compensation earned by other non-executive officer participants under the long-term incentive plan will now be paid in stock. The remaining portion of the long-term incentive plan for all participants will be settled in cash. As a result, the equity-based portion of the long-term incentive plan is treated as share-based compensation with a performance condition.


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Non-vested long-term performance plan share awards activity for the year ended December 31, 2019, is presented below:
Long-Term Performance Plan Share Awards
Long-Term Performance Plan Shares
 
Weighted- Average Grant Date Fair Value
Outstanding at December 31, 2018
250,400

 
$
5.04

Granted
678,714

 
2.66

Expired or forfeited
(70,900
)
 
3.39

Outstanding at December 31, 2019
858,214

 
3.24



As of December 31, 2019, total unrecognized compensation costs for non-vested long-term performance share awards were $1.6, which we expect to recognize over a weighted-average period of 1.8 years.


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NOTE 14 - Comprehensive Income (Loss)
 

Other comprehensive income (loss), net of tax, information is presented below:
 
 
2019
 
2018
 
2017
Foreign currency translation
 
 
 
 
 
 
Balance at beginning of period
 
$
(0.6
)
 
$
1.1

 
$
(3.6
)
Other comprehensive income (loss)—foreign currency translation gain (loss)
 
(0.6
)
 
(1.7
)
 
4.7

Balance at end of period
 
$
(1.2
)
 
$
(0.6
)
 
$
1.1

Cash flow hedges
 
 
 
 
 
 
Balance at beginning of period
 
$
7.2

 
$
22.3

 
$
39.9

Cumulative effect of adopting new hedging standard
 
—

 
0.8

 
—

Other comprehensive income (loss):
 
 
 
 
 
 
Gains (losses) arising in period
 
(31.5
)
 
(5.6
)
 
(11.5
)
Income tax expense (benefit)
 
(1.1
)
 
—

 
—

Gains (losses) arising in period, net of tax
 
(30.4
)
 
(5.6
)
 
(11.5
)
Reclassification of losses (gains) to net income (loss):
 
 
 
 
 
 
Recorded in cost of products sold
 
8.9

 
(10.3
)
 
(6.1
)
Income tax (expense) benefit (b)
 
0.3

 
—

 
—

Net amount of reclassification of losses (gains) to net income (loss), net of tax
 
8.6

 
(10.3
)
 
(6.1
)
Total other comprehensive income (loss), net of tax
 
(21.8
)
 
(15.9
)
 
(17.6
)
Balance at end of period
 
$
(14.6
)
 
$
7.2

 
$
22.3

Pension and OPEB plans
 
 
 
 
 
 
Balance at beginning of period
 
$
(106.6
)
 
$
(73.6
)
 
$
(125.0
)
Other comprehensive income (loss):
 
 
 
 
 
 
Prior service credit (cost) arising in period
 
—

 
11.1

 
4.7

Gains (losses) arising in period
 
50.5

 
(63.6
)
 
94.2

Subtotal
 
50.5

 
(52.5
)
 
98.9

Income tax expense (benefit)
 
2.0

 
—

 
—

Gains (losses) arising in period, net of tax
 
48.5

 
(52.5
)
 
98.9

Reclassification to net income (loss):
 
 
 
 
 
 
Prior service costs (credits) (a)
 
(9.6
)
 
(9.8
)
 
(53.8
)
Actuarial (gains) losses (a)
 
15.7

 
29.3

 
6.3

Subtotal
 
6.1

 
19.5

 
(47.5
)
Income tax (expense) benefit (b)
 
0.2

 
—

 
—

Amount of reclassification to net income (loss), net of tax
 
5.9

 
19.5

 
(47.5
)
Total other comprehensive income (loss), net of tax
 
54.4

 
(33.0
)
 
51.4

Balance at end of period
 
$
(52.2
)
 
$
(106.6
)
 
$
(73.6
)

(a)
Included in pension and OPEB (income) expense
(b)
Included in income tax expense (benefit)


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NOTE 15 - Earnings per Share
 

Reconciliation of the numerators and denominators for basic and diluted EPS computations is presented below:
 
 
2019
 
2018
 
2017
Net income attributable to AK Steel Holding Corporation
 
$
11.2

 
$
186.0

 
$
103.5

 
 
 
 
 
 
 
Common shares outstanding (weighted-average shares in millions):
 
 
 
 
 
 
Common shares outstanding for basic earnings per share
 
315.8

 
314.8

 
314.3

Effect of exchangeable debt
 
—

 
—

 
4.5

Effect of dilutive stock-based compensation
 
0.8

 
0.8

 
0.9

Common shares outstanding for diluted earnings per share
 
316.6

 
315.6

 
319.7

 
 
 
 
 
 
 
Basic earnings per share
 
$
0.04

 
$
0.59

 
$
0.33

Diluted earnings per share
 
$
0.04

 
$
0.59

 
$
0.32

 
 
 
 
 
 
 
Potentially issuable common shares (in millions) excluded from earnings per share calculation due to anti-dilutive effect
 
3.6

 
2.4

 
1.4



NOTE 16 - Variable Interest Entities
 

SunCoke Middletown

We purchase all the coke and electrical power generated from SunCoke Middletown’s plant under long-term supply agreements. SunCoke Middletown is a variable interest entity because we have committed to purchase all the expected production from the facility through at least 2031 and we are the primary beneficiary. Therefore, we consolidate SunCoke Middletown’s financial results with our financial results, even though we have no ownership interest in SunCoke Middletown. SunCoke Middletown had income before income taxes of $52.2, $58.4 and $61.7 for the years ended December 31, 2019, 2018 and 2017 that was included in our consolidated income before income taxes.

Vicksmetal/Armco Associates

We own a 50% interest in Vicksmetal/Armco Associates (“VAA”), a joint venture with Vicksmetal Company. VAA slits electrical steel primarily for AK Steel, though also for third parties. VAA is a variable interest entity and we are the primary beneficiary. Therefore, we consolidate VAA’s financial results with our financial results.

NOTE 17 - Fair Value Measurements
 

We measure 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, we use various valuation approaches. The hierarchy of those valuation approaches is in three levels based on the reliability of inputs. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Below is a summary of the hierarchy levels:

•
Level 1 inputs are quoted prices in active markets for identical assets or liabilities that we have 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. As a practical expedient, we estimate the value of money market mutual funds by using a $1.00 per share multiplied by the number of shares in the fund as of the measurement date. We generate fair values for our commodity derivative contracts and foreign currency forward contracts from observable futures prices for the

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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), we adjust our valuations to reflect the counterparty’s valuation assumptions. After validating that the counterparty’s assumptions for implied volatilities reflect independent source’s assumptions, we discount these model-generated future values with discount factors that reflect the counterparty’s credit quality. We apply different discount rates to different contracts since the maturities and counterparties differ. As of December 31, 2019, a spread over benchmark rates of less than 1.4% was used for derivatives valued as assets and less than 4.0% for derivatives valued as liabilities. We have 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 us for debt on similar terms and with similar 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 our valuations on a normal recurring basis.

Assets and liabilities measured at fair value on a recurring basis are presented below:
 
2019
 
2018
 
Level 1
 
Level 2
 
Total
 
Level 1
 
Level 2
 
Total
Assets measured at fair value
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
31.0

 
$
—

 
$
31.0

 
$
48.6

 
$
—

 
$
48.6

Other current assets:
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
—

 
—

 
—

 
—

 
0.1

 
0.1

Commodity hedge contracts
—

 
12.9

 
12.9

 
—

 
13.0

 
13.0

Other non-current assets:
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
—

 
0.1

 
0.1

 
—

 
0.4

 
0.4

Commodity hedge contracts
—

 
2.7

 
2.7

 
—

 
2.9

 
2.9

Assets measured at fair value
$
31.0

 
$
15.7

 
$
46.7

 
$
48.6

 
$
16.4

 
$
65.0

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities measured at fair value
 
 
 
 
 
 
 
 
 
 
 
Accrued liabilities:
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
$
—

 
$
(0.5
)
 
$
(0.5
)
 
$
—

 
$
(1.2
)
 
$
(1.2
)
Commodity hedge contracts
—

 
(16.5
)
 
(16.5
)
 
—

 
(5.9
)
 
(5.9
)
Other non-current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
—

 
(0.2
)
 
(0.2
)
 
—

 
(1.5
)
 
(1.5
)
Commodity hedge contracts
—

 
(1.9
)
 
(1.9
)
 
—

 
(1.6
)
 
(1.6
)
Liabilities measured at fair value
$
—

 
$
(19.1
)
 
$
(19.1
)
 
$
—

 
$
(10.2
)
 
$
(10.2
)
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities measured at other than fair value
 
 
 
 
 
 
 
 
 
 
 
Long-term debt, including current portions:
 
 
 
 
 
 
 
 
 
 
 
Fair value
$
—

 
$
(2,023.5
)
 
$
(2,023.5
)
 
$
—

 
$
(1,852.4
)
 
$
(1,852.4
)
Carrying amount
—

 
(1,968.8
)
 
(1,968.8
)
 
—

 
(1,993.7
)
 
(1,993.7
)


See Note 8 for information on the fair value of pension plan assets. The carrying amounts of our other financial instruments do not differ materially from their estimated fair values at December 31, 2019 and 2018.

NOTE 18 - Derivative Instruments and Hedging Activities
 

Exchange rate fluctuations affect a portion of revenues and operating costs that are denominated in foreign currencies, and we use forward currency and currency option contracts to reduce our exposure to certain of these currency price fluctuations. Contracts to sell euros have not been designated as cash flow hedges for accounting purposes, and gains or losses are reported in earnings immediately in other (income) expense. Contracts to purchase Canadian dollars are designated as cash flow hedges for accounting purposes, and we record the gains and losses for the derivatives and premiums paid for option contracts in accumulated other comprehensive income (loss) until we reclassify them into cost of products sold when we recognize the associated underlying operating costs.


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We are exposed to fluctuations in market prices of raw materials and energy sources. We may use cash-settled commodity price swaps and options to hedge the market risk associated with the purchase of certain of our raw materials and energy requirements. For input commodities, these derivatives are typically used for a portion of our electricity, iron ore, natural gas, nickel and zinc requirements. Our hedging strategy is to reduce the effect on earnings from the price volatility of these various commodity exposures, including timing differences between when we incur raw material commodity costs and when we receive sales surcharges from our customers based on those raw materials. Independent of any hedging activities, price changes in any of these commodity markets could negatively affect operating costs.

All commodity derivatives are recognized as an asset or liability at fair value. We record the gains and losses and premiums paid for option contracts for commodity derivatives designated as cash flow hedges of forecasted purchases of raw materials and energy sources in accumulated other comprehensive income (loss) and reclassify them into cost of products sold when we recognize earnings for the associated underlying transaction. We record all gains or losses from commodity derivatives for which hedge accounting treatment has not been elected to earnings immediately in cost of products sold. We routinely use iron ore derivatives to reduce the volatility of the cost of our iron ore purchases. These derivatives do not qualify for hedge accounting treatment. We have no collateral deposited with counterparties under collateral funding arrangements as of December 31, 2019.

Outstanding derivative contracts and the period over which we are hedging our exposure to the volatility in future cash flows are presented below:

Hedge Contracts
Settlement Dates
 
2019
 
2018
Commodity contracts:
 
 
 
 
 
Nickel (in lbs)
January 2020 to June 2020
 
150,000

 
—

Natural gas (in MMBTUs)
January 2020 to December 2021
 
37,708,000

 
39,868,000

Zinc (in lbs)
January 2020 to December 2021
 
35,550,000

 
52,150,000

Iron ore (in metric tons)
January 2020 to June 2021
 
1,495,000

 
2,125,000

Electricity (in MWHs)
January 2020 to August 2021
 
1,683,000

 
1,461,000

Foreign exchange contracts:
 
 
 
 
 
Euros (in millions)
January 2020 to January 2020
 
€
1.5

 
€
4.0

Canadian dollars (in millions)
January 2020 to December 2021
 
C$
72.6

 
C$
118.6



The fair value of derivative instruments as of December 31, 2019 and 2018, is presented below:
Asset (liability)
 
2019
 
2018
Derivatives designated as hedging instruments:
 
 
 
 
Other current assets—commodity contracts
 
$
0.1

 
$
3.4

Other non-current assets:
 
 
 
 
Commodity contracts
 
—

 
1.0

Foreign exchange contracts
 
0.1

 
0.4

Accrued liabilities:
 
 
 
 
Commodity contracts
 
(16.5
)
 
(4.7
)
Foreign exchange contracts
 
(0.5
)
 
(1.2
)
Other non-current liabilities:
 
 
 
 
Commodity contracts
 
(1.9
)
 
(1.2
)
Foreign exchange contracts
 
(0.2
)
 
(1.5
)
Derivatives not designated as hedging instruments:
 
 
 
 
Other current assets:
 
 
 
 
Commodity contracts
 
12.8

 
9.6

Foreign exchange contracts
 
—

 
0.1

Other non-current assets—commodity contracts
 
2.7

 
1.9

Accrued liabilities—commodity contracts
 
—

 
(1.2
)
Other non-current liabilities—commodity contracts
 
—

 
(0.4
)



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Gains (losses) on derivative instruments for the years ended December 31, 2019, 2018 and 2017, are presented below:
Gain (loss)
 
2019
 
2018
 
2017
Derivatives designated as cash flow hedges:
 
 
 
 
 
 
Commodity contracts:
 
 
 
 
 
 
Recognized in accumulated other comprehensive income that were included in the assessment of effectiveness
 
$
(32.3
)
 
$
(0.2
)
 
$
(11.5
)
Reclassified from accumulated other comprehensive income into cost of products sold
 
(7.2
)
 
11.2

 
6.1

Foreign exchange contract:
 
 
 
 
 
 
Recognized in accumulated other comprehensive income that were included in the assessment of effectiveness
 
0.8

 
(5.4
)
 
—

Reclassified from accumulated other comprehensive income into cost of products sold
 
(1.7
)
 
(0.9
)
 
—

Derivatives not designated as hedging instruments:
 
 
 
 
 
 
Commodity contracts—recognized in cost of products sold
 
52.2

 
(2.4
)
 
31.6

Foreign exchange contracts—recognized in other (income) expense
 
—

 
0.1

 
(1.6
)


Gains (losses) before tax expected to be reclassified into cost of products sold within the next twelve months for our existing commodity contracts that qualify for hedge accounting are presented below:
Hedge
 
 
Gains (losses)
Natural gas
 
 
$
(10.5
)
Electricity
 
 
(5.8
)
Zinc
 
 
(3.1
)
Canadian dollars
 
 
(1.3
)


NOTE 19 - Supplementary Cash Flow Information
 

Net cash paid (received) during the period for interest, net of capitalized interest, and income taxes are presented below:
 
 
2019
 
2018
 
2017
Net cash paid (received) during the period for:
 
 
 
 
 
 
  Interest, net of capitalized interest
 
$
137.5

 
$
136.3

 
$
130.5

  Income taxes
 
(9.5
)
 
(5.5
)
 
0.1



Included in net cash flows from operations was cash provided by SunCoke Middletown of $68.6, $76.6 and $77.1 for the years ended December 31, 2019, 2018 and 2017. Consolidated cash and cash equivalents at December 31, 2019, and 2018, include SunCoke Middletown’s cash and cash equivalents of $0.1 and $1.1. SunCoke Middletown’s cash and cash equivalents have no compensating balance arrangements or legal restrictions, but are not available for our use.

We had capital investments during the years ended December 31, 2019, 2018 and 2017, 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 consolidated statements of cash flows until paid. We also granted restricted stock to certain employees and restricted stock units to directors under the OSIP and prior Stock Incentive Plan. Non-cash investing and financing activities for the years ended December 31, 2019, 2018 and 2017, are presented below:
 
 
2019
 
2018
 
2017
Capital investments
 
$
50.9

 
$
33.4

 
$
37.3

Issuance of restricted stock and restricted stock units
 
2.8

 
4.5

 
4.6




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NOTE 20 - Quarterly Information (Unaudited)
 

 
2019
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
Year
Net sales
$
1,697.7

 
$
1,680.5

 
$
1,535.5

 
$
1,445.7

 
$
6,359.4

Operating profit
41.2

 
106.6

 
51.1

 
10.4

 
209.3

Net income (loss) attributable to AK Holding
(4.5
)
 
66.8

 
2.8

 
(53.9
)
 
11.2

Basic and diluted earnings (loss) per share
$
(0.01
)
 
$
0.21

 
$
0.01

 
$
(0.17
)
 
$
0.04

 
 
 
 
 
 
 
 
 
 
 
2018
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
Year
Net sales
$
1,658.9

 
$
1,746.6

 
$
1,735.6

 
$
1,677.1

 
$
6,818.2

Operating profit
63.6

 
99.5

 
114.8

 
86.5

 
364.4

Net income (loss) attributable to AK Holding
28.7

 
56.6

 
67.2

 
33.5

 
186.0

Basic and diluted earnings (loss) per share
$
0.09

 
$
0.18

 
$
0.21

 
$
0.11

 
$
0.59



Included in net income (loss) attributable to AK Holding in the first quarter, fourth quarter and full year of 2019 was a charge of $77.4, a credit of $8.1 and a charge of $69.3, respectively, for the Ashland Works closure. Also included in net income (loss) attributable to AK Holding in the fourth quarter and full year of 2019 was a pension settlement charge of $26.9. Included in net income (loss) attributable to AK Holding in the fourth quarter and full year of 2018 was a pension settlement charge of $14.5.

NOTE 21 - Supplementary Guarantor Information
 

AK Steel’s Secured Notes, 2021 Notes, 2025 Notes and 2027 Notes (collectively, the “Senior 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 and the Subsidiary Guarantors each fully and unconditionally, jointly and severally, guarantee the payment of interest, principal and premium, if any, on each of the notes included in the Senior Notes.

We present all investments in subsidiaries in the supplementary guarantor information using the equity method of accounting. Therefore, the net income (loss) of the subsidiaries accounted for using the equity method is in their parents’ investment accounts. The principal elimination entries eliminate investments in subsidiaries and inter-company balances and transactions. The following supplementary condensed consolidating financial statements present information about AK Holding, AK Steel, the Subsidiary Guarantors and the other non-guarantor subsidiaries.


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Condensed Statements of Comprehensive Income (Loss)
Year Ended December 31, 2019
 
 
AK
Holding
 
AK
Steel
 
Guarantor Subsidiaries
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated Company
Net sales
$
—

 
$
5,784.3

 
$
304.1

 
$
751.5

 
$
(480.5
)
 
$
6,359.4

Cost of products sold (exclusive of items shown separately below)
—

 
5,228.5

 
212.9

 
598.5

 
(433.6
)
 
5,606.3

Selling and administrative expenses
4.3

 
283.0

 
13.8

 
40.0

 
(45.9
)
 
295.2

Depreciation
—

 
142.1

 
8.5

 
42.0

 
—

 
192.6

Ashland Works closure
—

 
56.0

 
—

 
—

 
—

 
56.0

Total operating costs
4.3

 
5,709.6

 
235.2

 
680.5

 
(479.5
)
 
6,150.1

Operating profit (loss)
(4.3
)
 
74.7

 
68.9

 
71.0

 
(1.0
)
 
209.3

Interest expense
—

 
139.3

 
—

 
7.3

 
—

 
146.6

Pension and OPEB (income) expense
—

 
12.0

 
—

 
—

 
—

 
12.0

Other (income) expense
—

 
2.6

 
(23.2
)
 
(4.1
)
 
6.2

 
(18.5
)
Income (loss) before income taxes
(4.3
)
 
(79.2
)
 
92.1

 
67.8

 
(7.2
)
 
69.2

Income tax expense (benefit)
—

 
(25.4
)
 
23.0

 
10.5

 
(1.9
)
 
6.2

Equity in net income (loss) of subsidiaries
15.5

 
69.3

 
—

 
1.9

 
(86.7
)
 
—

Net income (loss)
11.2

 
15.5

 
69.1

 
59.2

 
(92.0
)
 
63.0

Less: Net income attributable to noncontrolling interests
—

 
—

 
—

 
51.8

 
—

 
51.8

Net income (loss) attributable to AK Steel Holding Corporation
11.2

 
15.5

 
69.1

 
7.4

 
(92.0
)
 
11.2

Other comprehensive income (loss)
32.0

 
32.0

 
—

 
(0.6
)
 
(31.4
)
 
32.0

Comprehensive income (loss) attributable to AK Steel Holding Corporation
$
43.2

 
$
47.5

 
$
69.1

 
$
6.8

 
$
(123.4
)
 
$
43.2



- 83-
Table of Contents            
        

Condensed Statements of Comprehensive Income (Loss)
Year Ended December 31, 2018
 
 
AK
Holding
 
AK
Steel
 
Guarantor Subsidiaries
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated Company
Net sales
$
—

 
$
6,244.7

 
$
320.8

 
$
752.8

 
$
(500.1
)
 
$
6,818.2

Cost of products sold (exclusive of items shown separately below)
—

 
5,519.8

 
221.4

 
620.9

 
(451.1
)
 
5,911.0

Selling and administrative expenses
3.5

 
320.0

 
14.5

 
34.2

 
(49.6
)
 
322.6

Depreciation
—

 
171.5

 
8.0

 
40.7

 
—

 
220.2

Total operating costs
3.5

 
6,011.3

 
243.9

 
695.8

 
(500.7
)
 
6,453.8

Operating profit (loss)
(3.5
)
 
233.4

 
76.9

 
57.0

 
0.6

 
364.4

Interest expense
—

 
145.9

 
—

 
5.7

 
—

 
151.6

Pension and OPEB (income) expense
—

 
(19.2
)
 
—

 
—

 
—

 
(19.2
)
Other (income) expense
—

 
8.7

 
(16.4
)
 
(2.9
)
 
4.7

 
(5.9
)
Income (loss) before income taxes
(3.5
)
 
98.0

 
93.3

 
54.2

 
(4.1
)
 
237.9

Income tax expense (benefit)
—

 
(26.5
)
 
23.3

 
(2.0
)
 
(1.0
)
 
(6.2
)
Equity in net income (loss) of subsidiaries
189.5

 
65.0

 
—

 
0.7

 
(255.2
)
 
—

Net income (loss)
186.0

 
189.5

 
70.0

 
56.9

 
(258.3
)
 
244.1

Less: Net income attributable to noncontrolling interests
—

 
—

 
—

 
58.1

 
—

 
58.1

Net income (loss) attributable to AK Steel Holding Corporation
186.0

 
189.5

 
70.0

 
(1.2
)
 
(258.3
)
 
186.0

Other comprehensive income (loss)
(50.6
)
 
(50.6
)
 
—

 
(1.7
)
 
52.3

 
(50.6
)
Comprehensive income (loss) attributable to AK Steel Holding Corporation
$
135.4

 
$
138.9

 
$
70.0

 
$
(2.9
)
 
$
(206.0
)
 
$
135.4



- 84-
Table of Contents            
        

Condensed Statements of Comprehensive Income (Loss)
Year Ended December 31, 2017
 
 
AK
Holding
 
AK
Steel
 
Guarantor Subsidiaries
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated Company
Net sales
$
—

 
$
5,755.1

 
$
285.9

 
$
496.3

 
$
(456.8
)
 
$
6,080.5

Cost of products sold (exclusive of items shown separately below)
—

 
5,082.0

 
197.7

 
387.2

 
(413.8
)
 
5,253.1

Selling and administrative expenses
3.7

 
285.5

 
13.5

 
26.9

 
(44.7
)
 
284.9

Depreciation
—

 
189.3

 
7.5

 
29.2

 
—

 
226.0

Asset impairment charge
—

 
75.6

 
—

 
—

 
—

 
75.6

Credit for adjustment of liability for transportation costs
—

 
(19.3
)
 
—

 
—

 
—

 
(19.3
)
Total operating costs
3.7

 
5,613.1

 
218.7

 
443.3

 
(458.5
)
 
5,820.3

Operating profit (loss)
(3.7
)
 
142.0

 
67.2

 
53.0

 
1.7

 
260.2

Interest expense
—

 
150.3

 
—

 
2.0

 
—

 
152.3

Pension and OPEB (income) expense
—

 
(71.9
)
 
—

 
—

 
—

 
(71.9
)
Other (income) expense
—

 
30.1

 
(11.4
)
 
(5.4
)
 
3.8

 
17.1

Income (loss) before income taxes
(3.7
)
 
33.5

 
78.6

 
56.4

 
(2.1
)
 
162.7

Income tax expense (benefit)
—

 
(29.4
)
 
29.9

 
(1.8
)
 
(0.9
)
 
(2.2
)
Equity in net income (loss) of subsidiaries
107.2

 
44.3

 
—

 
—

 
(151.5
)
 
—

Net income (loss)
103.5

 
107.2

 
48.7

 
58.2

 
(152.7
)
 
164.9

Less: Net income attributable to noncontrolling interests
—

 
—

 
—

 
61.4

 
—

 
61.4

Net income (loss) attributable to AK Steel Holding Corporation
103.5

 
107.2

 
48.7

 
(3.2
)
 
(152.7
)
 
103.5

Other comprehensive income (loss)
38.5

 
38.5

 
—

 
4.7

 
(43.2
)
 
38.5

Comprehensive income (loss) attributable to AK Steel Holding Corporation
$
142.0

 
$
145.7

 
$
48.7

 
$
1.5

 
$
(195.9
)
 
$
142.0



- 85-
Table of Contents            
        


Condensed Balance Sheets
December 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
AK
Holding
 
AK
Steel
 
Guarantor Subsidiaries
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated Company
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
—

 
$
11.8

 
$
0.1

 
$
19.1

 
$
—

 
$
31.0

Accounts receivable, net
—

 
437.4

 
25.7

 
124.1

 
(9.3
)
 
577.9

Inventory
—

 
1,214.9

 
56.0

 
85.5

 
(10.2
)
 
1,346.2

Other current assets
—

 
59.1

 
0.2

 
5.9

 
—

 
65.2

Total current assets
—

 
1,723.2

 
82.0

 
234.6

 
(19.5
)
 
2,020.3

Property, plant and equipment
—

 
6,234.4

 
199.5

 
735.0

 
—

 
7,168.9

Accumulated depreciation
—

 
(4,917.2
)
 
(111.3
)
 
(208.5
)
 
—

 
(5,237.0
)
Property, plant and equipment, net
—

 
1,317.2

 
88.2

 
526.5

 
—

 
1,931.9

Other non-current assets:
 
 
 
 
 
 
 
 
 
 
 
Investment in subsidiaries
(3,108.8
)
 
2,023.7

 
—

 
72.0

 
1,013.1

 
—

Inter-company accounts
3,260.3

 
—

 
1,734.6

 
—

 
(4,994.9
)
 
—

Goodwill and intangible assets
—

 
—

 
32.8

 
260.6

 
—

 
293.4

Other non-current assets
—

 
248.6

 
2.8

 
93.6

 
—

 
345.0

TOTAL ASSETS
$
151.5

 
$
5,312.7

 
$
1,940.4

 
$
1,187.3

 
$
(4,001.3
)
 
$
4,590.6

LIABILITIES AND EQUITY (DEFICIT)
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
$
—

 
$
614.2

 
$
25.4

 
$
70.1

 
$
(4.6
)
 
$
705.1

Accrued liabilities
—

 
276.0

 
8.8

 
29.6

 
—

 
314.4

Current portion of pension and other postretirement benefit obligations
—

 
40.7

 
—

 
0.3

 
—

 
41.0

Total current liabilities
—

 
930.9

 
34.2

 
100.0

 
(4.6
)
 
1,060.5

Non-current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
—

 
1,968.8

 
—

 
—

 
—

 
1,968.8

Pension and other postretirement benefit obligations
—

 
714.8

 
—

 
3.0

 
—

 
717.8

Inter-company accounts
—

 
4,513.6

 
—

 
558.6

 
(5,072.2
)
 
—

Other non-current liabilities
—

 
293.4

 
2.1

 
70.7

 
—

 
366.2

TOTAL LIABILITIES
—

 
8,421.5

 
36.3

 
732.3

 
(5,076.8
)
 
4,113.3

Equity (deficit):
 
 
 
 
 
 
 
 
 
 
 
Total stockholders’ equity (deficit)
151.5

 
(3,108.8
)
 
1,904.1

 
129.2

 
1,075.5

 
151.5

Noncontrolling interests
—

 
—

 
—

 
325.8

 
—

 
325.8

TOTAL EQUITY (DEFICIT)
151.5

 
(3,108.8
)
 
1,904.1

 
455.0

 
1,075.5

 
477.3

TOTAL LIABILITIES AND EQUITY (DEFICIT)
$
151.5

 
$
5,312.7

 
$
1,940.4

 
$
1,187.3

 
$
(4,001.3
)
 
$
4,590.6



- 86-
Table of Contents            
        

Condensed Balance Sheets
December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
AK
Holding
 
AK
Steel
 
Guarantor Subsidiaries
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated Company
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
—

 
$
22.1

 
$
8.2

 
$
18.3

 
$
—

 
$
48.6

Accounts receivable, net
—

 
515.4

 
34.0

 
95.3

 
(8.9
)
 
635.8

Inventory
—

 
1,299.6

 
53.9

 
75.6

 
(9.2
)
 
1,419.9

Other current assets
—

 
85.5

 
0.1

 
11.4

 
—

 
97.0

Total current assets
—

 
1,922.6

 
96.2

 
200.6

 
(18.1
)
 
2,201.3

Property, plant and equipment
—

 
6,111.1

 
189.7

 
668.4

 
—

 
6,969.2

Accumulated depreciation
—

 
(4,785.5
)
 
(102.8
)
 
(169.3
)
 
—

 
(5,057.6
)
Property, plant and equipment, net
—

 
1,325.6

 
86.9

 
499.1

 
—

 
1,911.6

Other non-current assets:
 
 
 
 
 
 
 
 
 
 
 
Investment in subsidiaries
(3,017.4
)
 
1,931.1

 
—

 
68.2

 
1,018.1

 
—

Inter-company accounts
3,117.3

 
—

 
1,630.7

 
—

 
(4,748.0
)
 
—

Goodwill and intangible assets
—

 
—

 
32.9

 
266.0

 
—

 
298.9

Other non-current assets
—

 
54.3

 
—

 
49.6

 
—

 
103.9

TOTAL ASSETS
$
99.9

 
$
5,233.6

 
$
1,846.7

 
$
1,083.5

 
$
(3,748.0
)
 
$
4,515.7

LIABILITIES AND EQUITY (DEFICIT)
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
$
—

 
$
722.5

 
$
26.2

 
$
55.5

 
$
(3.2
)
 
$
801.0

Accrued liabilities
—

 
251.5

 
8.7

 
28.7

 
—

 
288.9

Current portion of pension and other postretirement benefit obligations
—

 
38.4

 
—

 
0.3

 
—

 
38.7

Total current liabilities
—

 
1,012.4

 
34.9

 
84.5

 
(3.2
)
 
1,128.6

Non-current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
—

 
1,993.7

 
—

 
—

 
—

 
1,993.7

Pension and other postretirement benefit obligations
—

 
827.0

 
—

 
2.9

 
—

 
829.9

Inter-company accounts
—

 
4,312.3

 
—

 
511.2

 
(4,823.5
)
 
—

Other non-current liabilities
—

 
105.6

 
0.2

 
28.2

 
—

 
134.0

TOTAL LIABILITIES
—

 
8,251.0

 
35.1

 
626.8

 
(4,826.7
)
 
4,086.2

Equity (deficit):
 
 
 
 
 
 
 
 
 
 
 
Total stockholders’ equity (deficit)
99.9

 
(3,017.4
)
 
1,811.6

 
127.1

 
1,078.7

 
99.9

Noncontrolling interests
—

 
—

 
—

 
329.6

 
—

 
329.6

TOTAL EQUITY (DEFICIT)
99.9

 
(3,017.4
)
 
1,811.6

 
456.7

 
1,078.7

 
429.5

TOTAL LIABILITIES AND EQUITY (DEFICIT)
$
99.9

 
$
5,233.6

 
$
1,846.7

 
$
1,083.5

 
$
(3,748.0
)
 
$
4,515.7




- 87-
Table of Contents            
        

Condensed Statements of Cash Flows
Year Ended December 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
AK
Holding
 
AK
Steel
 
Guarantor Subsidiaries
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated Company
Net cash flows from operating activities
$
(3.2
)
 
$
114.6

 
$
76.2

 
$
83.6

 
$
(5.3
)
 
$
265.9

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
Capital investments
—

 
(133.5
)
 
(3.8
)
 
(57.5
)
 
—

 
(194.8
)
Other investing items, net
—

 
6.6

 
—

 
—

 
—

 
6.6

Net cash flows from investing activities
—

 
(126.9
)
 
(3.8
)
 
(57.5
)
 
—

 
(188.2
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
Net borrowings (repayments) under credit facility
—

 
115.0

 
—

 
—

 
—

 
115.0

Redemption of long-term debt
—

 
(152.3
)
 
—

 
—

 
—

 
(152.3
)
Inter-company activity
3.9

 
41.0

 
(80.5
)
 
30.3

 
5.3

 
—

SunCoke Middletown distributions to noncontrolling interest owners
—

 
—

 
—

 
(55.6
)
 
—

 
(55.6
)
Other financing items, net
(0.7
)
 
(1.7
)
 
—

 
—

 
—

 
(2.4
)
Net cash flows from financing activities
3.2

 
2.0

 
(80.5
)
 
(25.3
)
 
5.3

 
(95.3
)
Net increase (decrease) in cash and cash equivalents
—

 
(10.3
)
 
(8.1
)
 
0.8

 
—

 
(17.6
)
Cash and equivalents, beginning of year
—

 
22.1

 
8.2

 
18.3

 
—

 
48.6

Cash and equivalents, end of year
$
—

 
$
11.8

 
$
0.1

 
$
19.1

 
$
—

 
$
31.0


Condensed Statements of Cash Flows
Year Ended December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
AK
Holding
 
AK
Steel
 
Guarantor Subsidiaries
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated Company
Net cash flows from operating activities
$
(2.3
)
 
$
209.7

 
$
83.1

 
$
83.8

 
$
(9.6
)
 
$
364.7

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
Capital investments
—

 
(122.9
)
 
(8.1
)
 
(21.0
)
 
—

 
(152.0
)
Other investing items, net
—

 
0.8

 
—

 
(0.7
)
 
—

 
0.1

Net cash flows from investing activities
—

 
(122.1
)
 
(8.1
)
 
(21.7
)
 
—

 
(151.9
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
Net borrowings (repayments) under credit facility
—

 
(115.0
)
 
—

 
—

 
—

 
(115.0
)
Redemption of long-term debt
—

 
(12.6
)
 
—

 
—

 
—

 
(12.6
)
Inter-company activity
2.5

 
48.3

 
(74.0
)
 
13.6

 
9.6

 
—

SunCoke Middletown distributions to noncontrolling interest owners
—

 
—

 
—

 
(73.7
)
 
—

 
(73.7
)
Other financing items, net
(0.2
)
 
(0.7
)
 
—

 
—

 
—

 
(0.9
)
Net cash flows from financing activities
2.3

 
(80.0
)
 
(74.0
)
 
(60.1
)
 
9.6

 
(202.2
)
Net increase (decrease) in cash and cash equivalents
—

 
7.6

 
1.0

 
2.0

 
—

 
10.6

Cash and equivalents, beginning of year
—

 
14.5

 
7.2

 
16.3

 
—

 
38.0

Cash and equivalents, end of year
$
—

 
$
22.1

 
$
8.2

 
$
18.3

 
$
—

 
$
48.6



- 88-
Table of Contents            
        

Condensed Statements of Cash Flows
Year Ended December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
AK
Holding
 
AK
Steel
 
Guarantor Subsidiaries
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated Company
Net cash flows from operating activities
$
(2.5
)
 
$
67.3

 
$
73.3

 
$
61.7

 
$
(1.0
)
 
$
198.8

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
Capital investments
—

 
(131.8
)
 
(5.6
)
 
(15.1
)
 
—

 
(152.5
)
Investment in acquired business, net of cash acquired
—

 
(360.4
)
 
—

 
—

 
—

 
(360.4
)
Other investing items, net
—

 
4.0

 
—

 
0.2

 
—

 
4.2

Net cash flows from investing activities
—

 
(488.2
)
 
(5.6
)
 
(14.9
)
 
—

 
(508.7
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
Net borrowings (repayments) under credit facility
—

 
450.0

 
—

 
—

 
—

 
450.0

Proceeds from issuance of long-term debt
—

 
680.0

 
—

 
—

 
—

 
680.0

Redemption of long-term debt
—

 
(848.4
)
 
—

 
—

 
—

 
(848.4
)
Debt issuance costs
—

 
(25.3
)
 
—

 
—

 
—

 
(25.3
)
Inter-company activity
5.0

 
31.2

 
(64.9
)
 
27.7

 
1.0

 
—

SunCoke Middletown distributions to noncontrolling interest owners
—

 
—

 
—

 
(79.1
)
 
—

 
(79.1
)
Other financing items, net
(2.5
)
 
—

 
—

 
—

 
—

 
(2.5
)
Net cash flows from financing activities
2.5

 
287.5

 
(64.9
)
 
(51.4
)
 
1.0

 
174.7

Net increase (decrease) in cash and cash equivalents
—

 
(133.4
)
 
2.8

 
(4.6
)
 
—

 
(135.2
)
Cash and equivalents, beginning of year
—

 
147.9

 
4.4

 
20.9

 
—

 
173.2

Cash and equivalents, end of year
$
—

 
$
14.5

 
$
7.2

 
$
16.3

 
$
—

 
$
38.0



- 89-
Table of Contents            
        

Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.
Controls and Procedures.

We maintain 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 our 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 our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in the reports that we file or submit 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 our internal control over financial reporting during the fourth quarter ended December 31, 2019, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm are presented on the following pages.


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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934. Those rules define internal control over financial reporting as a process designed 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 and include those policies and procedures that:

a)
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets;

b)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and

c)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We assessed the effectiveness of our internal control over financial reporting as of December 31, 2019. In making this assessment, we used the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on our assessment and those criteria, we have determined that, as of December 31, 2019, our internal control over financial reporting was effective.

Our independent registered public accounting firm has issued an attestation report on the effectiveness of our internal control over financial reporting, which appears on the following page.

Dated:
February 20, 2020
 
/s/ Roger K. Newport
 
 
 
Roger K. Newport
 
 
 
Chief Executive Officer and Director
 
 
 
 
 
 
 
 
Dated:
February 20, 2020
 
/s/ Christopher J. Ross
 
 
 
Christopher J. Ross
 
 
 
Vice President, Treasurer and Interim Chief Financial Officer

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of AK Steel Holding Corporation

Opinion on Internal Control over Financial Reporting

We have audited AK Steel Holding Corporation’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, AK Steel Holding Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and our report dated February 20, 2020 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ ERNST & YOUNG LLP
Cincinnati, Ohio
February 20, 2020

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Item 9B.
Other Information.

None.

PART III

Item 10.
Directors, Executive Officers and Corporate Governance.

Information with respect to our Executive Officers is set forth in Part I of this Annual Report pursuant to General Instruction G of Form 10-K. The information required to be furnished pursuant to this item with respect to our Directors will be set forth under the caption “Election of Directors” in our proxy statement (the “2020 Proxy Statement”) to be furnished to stockholders in connection with the solicitation of proxies by our Board of Directors for use at the 2020 Annual Meeting of Stockholders, and such information under that caption is incorporated herein by reference.

The information required to be furnished pursuant to this item with respect to compliance with Section 16(a) of the Exchange Act, if any, will be set forth under the caption “Delinquent Section 16(a) Reports” in the 2020 Proxy Statement and is incorporated herein by reference.

The information required to be furnished pursuant to this item with respect to the Audit Committee and the Audit Committee financial expert will be set forth under the caption “Committees of the Board of Directors” in the 2020 Proxy Statement and is incorporated herein by reference.

Information required to be furnished pursuant to this item with respect to any material changes to the process by which security holders may recommend nominees to the Board of Directors will be set forth under the caption “Stockholder Proposals for the 2021 Annual Meeting and Nominations of Directors” in the 2020 Proxy Statement and is incorporated herein by reference.

We have adopted a Code of Ethics for Principal Officers covering our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and other persons performing a similar function; a Code of Conduct for Directors, Officers and employees; and Corporate Governance Guidelines. These documents, along with charters of our Audit, Corporate Sustainability, Finance, Management Development and Compensation, and Nominating and Governance Committees, are posted on our website at www.aksteel.com. Any required disclosure of amendments to or waivers of the provisions of the Code of Ethics for Principal Officers or Code of Conduct also will be posted on our website.

Item 11.
Executive Compensation.

The information required to be furnished pursuant to this item will be set forth under the caption “Executive Compensation” and in the Director Compensation Table and its accompanying narrative in the 2020 Proxy Statement and is incorporated herein by reference.

Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required to be furnished pursuant to this item with respect to compensation plans under which our equity securities are authorized for issuance will be set forth under the caption “Equity Compensation Plan Information” in the 2020 Proxy Statement and is incorporated herein by reference.

Other information required to be furnished pursuant to this item will be set forth under the caption “Stock Ownership” in the 2020 Proxy Statement and is incorporated herein by reference.

Item 13.
Certain Relationships and Related Transactions, and Director Independence.

The information required to be furnished pursuant to this item will be set forth under the captions “Related Person Transactions” and “Board Independence” in the 2020 Proxy Statement and is incorporated herein by reference.

Item 14.
Principal Accounting Fees and Services.

The information required to be furnished pursuant to this item will be set forth under the caption “Principal Accounting Firm Fees” in the 2020 Proxy Statement and is incorporated herein by reference.



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PART IV

 Item 15.    Exhibits, Financial Statement Schedules.

(a)(1) Financial Statements

The consolidated financial statements of AK Steel Holding Corporation filed as part of this Annual Report are included in Item 8.

(a)(2) Financial Statement Schedules

All financial statement schedules are omitted because they are not applicable or the required information is contained in the applicable financial statements or notes thereto.

(a)(3) Exhibits
Exhibit
Number
 
 
 Description 
 
Agreement and Plan of Merger, dated as of December 2, 2019, by and among AK Steel Holding Corporation, Cleveland-Cliffs Inc. and Pepper Merger Sub Inc. (incorporated herein by reference to Exhibit 2.1 to AK Steel Holding Corporation’s Current Report on Form 8-K, as filed with the Commission on December 4, 2019).
 
 
 
 
Restated Certificate of Incorporation of AK Steel Holding Corporation (incorporated herein by reference to Exhibit 3.1 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, as filed with the Commission on October 25, 2016).
 
 
 
 
By-laws of AK Steel Holding Corporation, as amended and restated as of December 2, 2019.
 
 
 
 
Indenture, dated as of May 11, 2010, among AK Steel Corporation, as issuer, AK Steel Holding Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to AK Steel Holding Corporation’s Current Report on Form 8-K, as filed with the Commission on May 11, 2010).
 
 
 
 
Fifth Supplemental Indenture, dated as of September 16, 2014, among AK Steel Corporation, as issuer, AK Steel Holding Corporation, as parent guarantor, AK Steel Properties, Inc. and AK Tube LLC, as subsidiary guarantors, and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to AK Steel Holding Corporation’s Current Report on Form 8-K, as filed with the Commission on September 16, 2014).
 
 
 
 
Sixth Supplemental Indenture, dated as of July 27, 2016, among AK Steel Corporation, as issuer, AK Steel Holding Corporation, as parent guarantor, Mountain State Carbon, LLC, as subsidiary guarantor, and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.3 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, as filed with the Commission on July 29, 2016).
 
 
 
 
Seventh Supplemental Indenture, dated as of March 23, 2017, among AK Steel Corporation, as issuer, the guarantors named therein and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to AK Steel Holding Corporation’s Current Report on Form 8-K, as filed with the Commission on March 23, 2017).
 
 
 
 
Eighth Supplemental Indenture, dated as of August 9, 2017, among AK Steel Corporation, as issuer, the guarantors named therein and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to AK Steel Holding Corporation’s Current Report on Form 8-K, as filed with the Commission on August 9, 2017).
 
 
 
 
Ninth Supplemental Indenture, dated January 29, 2020, between AK Steel Corporation and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to AK Steel Holding Corporation’s Current Report on Form 8-K, as filed with the Commission on January 29, 2020).
 
 
 
 
Tenth Supplemental Indenture, dated January 29, 2020, between AK Steel Corporation and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to AK Steel Holding Corporation’s Current Report on Form 8-K, as filed with the Commission on January 29, 2020).
 
 
 

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Exhibit
Number
 
 
 Description 
 
Indenture, dated as of June 20, 2016, among AK Steel Corporation, as issuer, the guarantors named therein and U.S. Bank National Association, as trustee and collateral agent (incorporated herein by reference to Exhibit 4.1 to AK Steel Holding Corporation’s Current Report on Form 8-K, as filed with the Commission on June 20, 2016).
 
 
 
 
First Supplemental Indenture dated as of July 27, 2016, among AK Steel Corporation, as issuer, Mountain State Carbon, LLC, as subsidiary guarantor and U.S. Bank National Association, as trustee and collateral agent (incorporated herein by reference to Exhibit 4.2 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, as filed with the Commission on July 29, 2016).
 
 
 
 
Description of Securities.
 
 
 
 
Executive Deferred Compensation Plan, as amended and restated as of October 18, 2007 (incorporated herein by reference to Exhibit 10.2 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, as filed with the Commission on November 6, 2007).
 
 
 
 
Directors’ Deferred Compensation Plan, as amended and restated as of October 18, 2007 (incorporated herein by reference to Exhibit 10.3 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, as filed with the Commission on November 6, 2007).
 
 
 
 
Policy Concerning Severance Agreements with Senior Executives (incorporated herein by reference to Exhibit 99.3 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, as filed with the Commission on November 14, 2003).
 
 
 
 
Omnibus Management Incentive Plan, as of May 25, 2017 (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 May 26, 2017).
 
 
 
 
Supplemental Thrift Plan, as amended and restated as of January 1, 2018 (incorporated by reference to Exhibit 10.5 to AK Steel Holding Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the Commission on February 15, 2018).
 
 
 
 
Executive Minimum and Supplemental Retirement Plan, as amended and restated as of October 18, 2007 (incorporated herein by reference to Exhibit 10.1 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, as filed with the Commission on November 6, 2007).
 
 
 
 
First Amendment to the Executive Minimum and Supplemental Retirement Plan, as amended and restated as of October 18, 2007 (incorporated herein by reference to Exhibit 10.1 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, as filed with the Commission on November 4, 2008).
 
 
 
 
Second Amendment to the Executive Minimum and Supplemental Retirement Plan, as amended and restated as of October 18, 2007 (incorporated herein by reference to Exhibit 10.4 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, as filed with the Commission on November 3, 2009).
 
 
 
 
Executive Retirement Income Plan adopted March 20, 2014 (incorporated by reference to Exhibit 10.10 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, as filed with the Commission on May 2, 2014).
 
 
 
 
Form of Executive Officer Severance Agreement (incorporated by reference to Exhibit 10.8 to AK Steel Holding Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Commission on February 17, 2017).
 
 
 
 
Form of Executive Officer Change of Control Agreement (incorporated by reference to Exhibit 10.9 to AK Steel Holding Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Commission on February 17, 2017).
 
 
 

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Exhibit
Number
 
 
 Description 
 
AK Steel Holding Corporation Stock Incentive Plan, as amended and restated as of May 26, 2016 (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 May 27, 2016).
 
 
 
 
Second Amended and Restated Loan and Security Agreement, dated as of September 13, 2017, among AK Steel Corporation, as Borrower, the guarantors named therein, certain financial institutions, as Lenders, and Bank of America, N.A., as agent for the Lenders (incorporated by reference to Exhibit 10.1 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, as filed with the Commission on November 3, 2017).
 
 
 
 
First Amendment to Second Amended and Restated Loan and Security Agreement, dated as of September 13, 2017, among AK Steel Corporation, as Borrower, the guarantors named therein, certain financial institutions, as Lenders, and Bank of America, N.A., as agent for the Lenders (incorporated by reference to Exhibit 10.1 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, as filed with the Commission on April 29, 2019).
 
 
 
 
Air Quality Facilities Loan Agreement dated as of February 1, 2012 between AK Steel Corporation and the Ohio Air Quality Development Authority – $36,000,000 Revenue Refunding Bonds, Series 2012-A (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 February 7, 2012).
 
 
 
 
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 (incorporated by reference to Exhibit 10.7 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, as filed with the Commission on May 2, 2014).
 
 
 
 
Guaranty Agreement, dated as of July 27, 2016, by Mountain State Carbon, LLC 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 (incorporated herein by reference to Exhibit 10.8 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, as filed with the Commission on July 29, 2016).
 
 
 
 
Loan Agreement dated as of February 1, 2012 between AK Steel Corporation and the City of Rockport, Indiana – $30,000,000 Revenue Refunding Bonds, Series 2012-A (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 February 7, 2012).
 
 
 
 
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 (incorporated by reference to Exhibit 10.8 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, as filed with the Commission on May 2, 2014).
 
 
 
 
Guaranty Agreement, dated as of July 27, 2016, by Mountain State Carbon, LLC to Wells Fargo Bank, National Association, as trustee, pertaining to City of Rockport, Indiana – $30,000,000 Revenue Refunding Bonds, Series 2012-A (incorporated herein by reference to Exhibit 10.9 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, as filed with the Commission on July 29, 2016).
 
 
 
 
Loan Agreement dated as of February 1, 2012 between AK Steel Corporation and the Butler County Industrial Development Authority – $7,300,000 Revenue Refunding Bonds, Series 2012-A (incorporated herein by reference to Exhibit 10.3 to AK Steel Holding Corporation’s Current Report on Form 8-K, as filed with the Commission on February 7, 2012).
 
 
 
 
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 (incorporated by reference to Exhibit 10.9 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, as filed with the Commission on May 2, 2014).
 
 
 

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Exhibit
Number
 
 
 Description 
 
Guaranty Agreement, dated as of July 27, 2016, by Mountain State Carbon, LLC to Wells Fargo Bank, National Association, as trustee, pertaining to Butler County Industrial Development Authority – $7,300,000 Revenue Refunding Bonds, Series 2012-A (incorporated herein by reference to Exhibit 10.10 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, as filed with the Commission on July 29, 2016).
 
 
 
 
Security Agreement, dated as of June 20, 2016, among the AK Steel Corporation and U.S. Bank National Association, as trustee and collateral agent (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 June 20, 2016).
 
 
 
 
Security Agreement Supplement, dated as of July 27, 2016, between Mountain State Carbon, LLC and U.S. Bank National Association, as collateral agent (incorporated herein by reference to Exhibit 10.6 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, as filed with the Commission on July 29, 2016).
 
 
 
 
Collateral Trust Agreement dated as of November 20, 2012, among AK Steel and U.S. Bank National Association, as trustee and collateral agent (incorporated by reference to Exhibit 10.4 to AK Steel Holding Corporation’s Current Report on Form 8-K, as filed with the Commission on November 20, 2012).
 
 
 
 
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 (incorporated by reference to Exhibit 10.6 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, as filed with the Commission on May 2, 2014).
 
 
 
 
Collateral Trust Agreement Joinder, dated as of June 20, 2016, among AK Steel Corporation and U.S. Bank National Association, as trustee and collateral agent (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 June 20, 2016).
 
 
 
 
Supplement to Collateral Trust Agreement, dated as of July 27, 2016, among AK Steel Corporation, Mountain State Carbon, LLC and U.S. Bank National Association, as collateral agent (incorporated herein by reference to Exhibit 10.7 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, as filed with the Commission on July 29, 2016).
 
 
 
 
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to AK Steel Holding Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, as filed with the Commission on November 1, 2013).
 
 
 
 
AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan (incorporated by reference to Exhibit 10.1 to AK Steel Holding Corporation’s Current Report on Form 8-K/A, as filed with the Commission on May 29, 2019).
 
 
 
 
Subsidiaries of AK Steel Holding Corporation (incorporated by reference to Exhibit 21.1 to AK Steel Holding Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the Commission on February 15, 2018).
 
 
 
 
Consent of Ernst & Young LLP.
 
 
 
 
Section 302 Certification of Chief Executive Officer.
 
 
 
 
Section 302 Certification of Chief Financial Officer.
 
 
 
 
Section 906 Certification of Chief Executive Officer.
 
 
 
 
Section 906 Certification of Chief Financial Officer.
 
 
 

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Exhibit
Number
 
 
 Description 
 
Mine Safety Disclosure.
 
 
 
101.Ins
 
XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
 
 
 
*101.Sch
 
XBRL Taxonomy Extension Schema Document
 
 
 
*101.Cal
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
*101.Def
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
*101.Lab
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
*101.Pre
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
104
 
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
 
 
 
* Filed or furnished herewith, as applicable
+ Management contract or compensatory plan or arrangement

Item 16.
Form 10-K Summary.

None.


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 in West Chester, Ohio, on February 20, 2020.
 
 
 
AK Steel Holding Corporation
 
 
 
(Registrant)
 
 
 
 
 
 
 
/s/ Christopher J. Ross
 
 
 
Christopher J. Ross
 
 
 
Vice President, Treasurer and Interim Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below as of February 20, 2020 by the following persons on behalf of the registrant and in the capacities indicated.
Signature & Title
 
Signature & Title
 
 
 
/s/ Ralph S. Michael, III
 
/s/ Mark G. Essig
Ralph S. Michael, III
 
Mark G. Essig
Chairman of the Board
 
Director
 
 
 
/s/ Roger K. Newport
 
/s/ William K. Gerber
Roger K. Newport
 
William K. Gerber
Chief Executive Officer and Director
 
Director
 
 
 
/s/ Christopher J. Ross
 
/s/ Gregory B. Kenny
Christopher J. Ross
 
Gregory B. Kenny
Vice President, Treasurer and Interim Chief Financial Officer
 
Director
 
 
 
/s/ Gregory A. Hoffbauer
 
/s/ Dwayne A. Wilson
Gregory A. Hoffbauer
 
Dwayne A. Wilson
Vice President, Controller and Chief Accounting Officer
 
Director
 
 
 
/s/ Dennis C. Cuneo
 
/s/ Vicente Wright
Dennis C. Cuneo
 
Vicente Wright
Director
 
Director
 
 
 
/s/ Sheri H. Edison
 
/s/ Arlene M. Yocum
Sheri H. Edison
 
Arlene M. Yocum
Director
 
Director

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 EX-3.2 2 aks20191231exhibit32.htm EXHIBIT 3.2 Exhibit


EXHIBIT 3.2

Amended and Restated By-laws of AK Steel Holding Corporation as amended and restated 2019 v 1}
BY-LAWS
OF
AK STEEL HOLDING CORPORATION
(a Delaware corporation)

ARTICLE I
Stockholders
SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of other business as may properly come before the meeting shall be held each year at the date and time, within or without the State of Delaware, as the Board of Directors shall determine. No matter (including the nomination of a person for election as a director) may be presented for stockholder action at an annual meeting of stockholders unless such matter is: (a) specified in the notice of the meeting (or any supplement to the notice) given by or at the direction of the Board of Directors; (b) otherwise presented at the meeting by or at the direction of the Board of Directors, (c) properly presented for action at the meeting by a stockholder in accordance with the notice provisions set forth in Sections 9 or 10 of this Article I and any other applicable requirements, or (d) a procedural matter presented, or accepted for presentation, by the Chairman in his or her sole discretion.
SECTION 2. Special Meetings. Special meetings of stockholders for the transaction of business as may properly come before the meeting may be called by order of the Board of Directors or the Chief Executive Officer or upon the written request delivered to the Chief Executive Officer by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held on the date and at the time, within or without the State of Delaware, as may be specified by the order or, in the case of a stockholder request, on a date and time determined by the Secretary. When-ever the directors or the Chief Executive Officer or the Secretary shall fail to fix the place, the meeting shall be held at the principal executive office of the Corporation. Any stockholder request submitted shall meet the requirements of Section 10 of this Article I. No matter may be presented for stockholder action at a special meeting of stockholders unless such matter is: (a) specified in the notice of the meeting (or any supplement to the notice) given by or at the direction of the Board of Directors; (b) otherwise presented at the meeting by or at the direction of the Board of Directors, (c) properly presented for action at the meeting by a stockholder in accordance with the notice provisions set forth in Section 10 of this Article I and any other applicable requirements, or (d) a procedural matter presented, or accepted for presentation, by the Chairman in his or her sole discretion. No special meeting of stockholders shall be called for the purpose of removing or electing a director or directors or amending the Bylaws of the Corporation, such matters to be considered only at the annual meeting of stockholders; provided, however, that a special meeting may be called for the purpose of removing a director for cause, as such term is defined under Delaware law, and, provided further that the cause alleged must be set forth in the request for the meeting. Business transacted at any special meeting requested by stockholders shall be limited to the purpose or purposes stated in the request for the meeting; provided, however, that nothing herein shall prohibit the Board of Directors from submitting matters to the stockholders at any special meeting requested by stockholders.
SECTION 3. Notice of Meetings. Written notice of all meetings of the stockholders, stating the place, date and hour of the meeting and the place within the city or other municipality or community at which the list of stock-holders may be examined, shall be mailed or delivered to each stockholder not less than 10 nor more than 60 days prior to the meeting unless the lapse of the prescribed period of time shall have been waived. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held. Notice by mail shall be deemed to be given when deposited, with postage thereon

1


prepaid, in the United States mail. If a meeting is adjourned to another time, not more than 30 days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice before or after the time stated therein. Attendance of a person at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.
SECTION 4. Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The list shall be open to the examination of any stockholder, during the 10 day period, at the stockholder's expense, for any purpose germane to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
The stock ledger shall be the only evidence as to the identities of the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.
SECTION 5. Quorum. Except as otherwise provided by law or the Corporation's Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. If there be no quorum, the holders of a majority of the shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.
SECTION 6. Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman's absence, the Vice-Chairman, if any, or if none or in the Vice-Chairman's absence, the Chief Executive Officer, if any, or if none or in the Chief Executive Officer's absence, the President, if any, or if none or in the President's absence, a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary's absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.
SECTION 7. Voting; Proxies; Required Vote.
(a) At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by the stockholder or by the stockholder's duly authorized attorney-in-fact (but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of the stockholder on the books of the Corporation on the applicable record date fixed pursuant to these By-laws. At all elections of directors the voting may but need not be by ballot. Except as provided in Section 11 of Article II (relating to vacancies), each director shall be elected by the vote of the majority of votes cast with respect to that director’s election at any meeting for the election of directors at which a quorum is present; provided, however, that if as of a date that is 14 calendar days in advance of

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the date that the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission, the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares present in person or represented by proxy at any such meeting and entitled to vote on the election of directors. In the event that the election is to be determined by a plurality of the votes cast, stockholders shall be permitted only to vote “for” a nominee or to “withhold” their vote with respect to such nominee. In the event that the election is to be determined by a majority of the votes cast, stockholders shall be permitted to vote “for” or “against” a nominee and, for purposes of the election of a director, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. If, at a meeting for the election of directors at which directors will be elected by a majority of the votes cast, an incumbent director fails to be elected, any such director shall tender his or her resignation to the Board within 30 days from the date of the certification of the election results. The Nominating & Governance Committee of the Board will consider what it deems to be the relevant facts and circumstances and make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the tendered resignation, taking into account the Nominating & Governance Committee’s recommendation and any other facts or circumstances it deems to be relevant, and publicly disclose its decision and the rationale underlying it within 90 days from the date of the certification of the election results. A tender of resignation pursuant to this section shall be delivered to the Board, and the resignation shall be effective when accepted by the Board, notwithstanding anything in Section 10 of Article II to the contrary. In the event that the Board acts to accept a tendered resignation, the Board may act to fill the vacancy created by the resignation in accordance with Section 11 of Article II, or the Board may act to reduce the size of the Board in accordance with Section 2(A) of Article II. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by a majority of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.
(b) Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of the issued and outstanding capital stock of the Corporation that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
(c) Where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on that matter, and the affirmative vote of the majority of shares of that class or classes present in person or represented by proxy at the meeting shall be the act of that class or classes, unless otherwise provided in the Corporation's Certificate of Incorporation.
SECTION 8. Inspectors. The Board of Directors, in advance of any meeting, shall appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed or any per-son who may be appointed as an inspector fails to appear or act, the person presiding at the meeting shall appoint one or more inspectors. Each inspector before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at the meeting with strict impartiality and according to the best of his or her ability. The inspectors shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result,

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and do all acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors shall make a report in writing of any challenge, question or matter determined by the inspector or inspectors and execute a certificate of any fact found by the inspector or inspectors.
SECTION 9. Notice of Stockholder Nominee.
(a) Only persons who are nominated in accordance with the procedures set forth in this paragraph shall be eligible for election as directors of the Corporation. Nominations of persons for election to the Board of Directors of the Corporation may be made at an annual meeting of stockholders (i) by or at the direction of the Board of Directors or (ii) by any stock-holder of the Corporation entitled to vote for the election of directors at such meeting who complies with the procedures set forth in this section. All nominations by stockholders shall be made pursuant to timely notice in proper written form to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation (A) in the case of an annual meeting that is called for a date that is within 30 days before or after the anniversary date of the immediately preceding annual meeting of stockholders, by close of business on a date that is not less than 60 days nor more than 90 days prior to such anniversary date, and (B) in the case of an annual meeting that is called for a date that is not within 30 days before or after the anniversary date of the immediately preceding annual meeting or where no annual meeting has been held within the past year, not later than the close of business on the tenth day following the day on which notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first. In no event shall the public disclosure of an adjournment or postponement of an annual meeting commence a new time period (or extend the time period) for the giving of a stockholder’s notice under this section. For purposes of these Bylaws, “public disclosure” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or other comparable national financial news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14, or 15 of the Securities Exchange Act of 1934, as amended.
(b) To be in proper written form, a stockholder's notice delivered to the Secretary pursuant to this section shall set forth in writing (i) as to each person whom such stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and shall specifically include such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected and the number of shares of capital stock of the Corporation owned of record and beneficially by such person; and (ii) as to such stockholder:
(A) a representation that such stockholder is a holder of record or beneficial owner of stock of the Corporation entitled to vote at the meeting and the name and address, as they appear on the Corporation's books, of such stockholder and any stockholder of record of the stockholder’s shares,
(B) the class and number of shares of the Corporation that are owned of record and beneficially by such stockholder and owned by any stockholder of record of such stockholder’s shares, as of the date of the stockholder’s notice, and a representation that such stockholder shall notify the Corporation in writing of the number of such shares owned of record and beneficially as of the record date for the meeting promptly following the record date;
(C) a description of any agreement, arrangement or understanding with respect to the nomination between or among such stockholder and any of its affiliates or associates, and any other person or persons (including their names), and a representation that the stockholder shall notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the record date;
(D) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the

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notice by, or on behalf of, such shareholder, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of such shareholder with respect to shares of stock of the Corporation, and a representation that such shareholder shall notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the record date;
(E) a representation that such shareholder intends to appear in person or by proxy at the meeting to propose the nomination; and
(F) a representation whether such shareholder intends or is part of a group that intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to elect the proposed nominee, and/or otherwise to solicit proxies from stockholders in support of the nomination.
(c) At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director unless nominated in accordance with the procedures set forth in the By-laws of the Corporation. Notwithstanding anything in the Bylaws to the contrary, if a stockholder intending to make a nomination pursuant to this Section 9 does not provide the information and make the representations required under clauses (ii)(A) through (E) of subsection (b) of this section promptly following the record date, or such stockholder (or a duly authorized proxy of such stockholder) does not appear at the meeting to present the nominations, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Corporation. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the By-laws of the Corporation, and if he or she shall so determine, the chairman shall so declare to the meeting and the defective nomination shall be disregarded.
SECTION 9A.     Proxy Access
(a) Whenever the Board of Directors solicits proxies with respect to the election of directors at an annual meeting of stockholders, subject to the provisions of this Section 9A, the Corporation shall include in its proxy statement for such annual meeting, in addition to any persons nominated for election by the Board of Directors or any committee thereof, the name, together with the Required Information (defined below), of any person nominated for election (the “Stockholder Nominee”) to the Board of Directors by a stockholder or group of no more than 20 stockholders (counting as one stockholder, for this purpose, any Qualifying Fund (defined below)) that satisfies the requirements of this Section 9A (such stockholder or stockholder group, including each member thereof to the extent the context requires, the “Eligible Stockholder”), and who expressly elects at the time of providing the notice required by this Section 9A (the “Notice of Proxy Access Nomination”) to have its nominee included in the Corporation’s proxy materials pursuant to this Section 9A. In the event that the Eligible Stockholder consists of a group of stockholders, any and all requirements and obligations for an individual Eligible Stockholder that are set forth in these Bylaws, including the Minimum Holding Period (as defined below), shall apply to each member of such group; provided, however, that the Required Ownership Percentage shall apply to the ownership of the group in the aggregate. For purposes of this Section 9A, “Qualifying Fund” shall mean any two or more funds that are (1) under common management and investment control, (2) part of the same family of funds or sponsored by the same employer or (3) a “group of investment companies” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940. Also for purposes of this Section 9A, the “Required Information” that the Corporation will include in its proxy statement is (1) the information provided to the Secretary of the Corporation concerning the Stockholder Nominee and the Eligible Stockholder that is required to be disclosed in the Corporation’s proxy statement by the regulations promulgated under the Exchange Act, and (2) if the Eligible Stockholder so elects, at the time of submitting the Notice of Proxy Access Nomination, a written statement, not to exceed 500 words, in support of the Stockholder Nominee(s)’ candidacy (the

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“Statement”). To be timely, the Required Information must be delivered and received by the Secretary of the Corporation within the time period specified in Section 9A(b) below. Notwithstanding anything to the contrary contained in this Section 9A, the Corporation may omit from its proxy materials any information or Statement (or portion thereof) that it, in good faith, believes is untrue in any material respect (or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading) or would violate any applicable law or regulation, and the Corporation may solicit against, and include in the proxy statement its own statement relating to, any Eligible Stockholder or Stockholder Nominee.
(b) To be timely, the Notice of Proxy Access Nomination must be addressed to the Secretary of the Company and delivered to, or mailed to and received by, the Secretary of the Company no earlier than one hundred fifty (150) days and no later than one hundred twenty (120) days before the anniversary of the date that the Company issued its proxy statement for the previous year’s annual meeting of stockholders. In no event shall the public disclosure of an adjournment or postponement of an annual meeting commence a new time period (or extend the time period) for the giving of a Notice of Proxy Access Nomination under this section.
(c) The maximum number of Stockholder Nominees nominated by all Eligible Stockholders that will be included in the Corporation’s proxy materials with respect to an annual meeting of stockholders shall not exceed the greater of (x) two (2) and (y) 25% of the total number of directors in office (rounded down to the nearest whole number) as of the last day on which a Notice of Proxy Access Nomination may be delivered pursuant to and in accordance with this Section 9A (the “Final Proxy Access Nomination Date”). In the event that one or more vacancies for any reason occurs after the Final Proxy Access Nomination Date but before the date of the annual meeting and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the maximum number of Stockholder Nominees included in the Corporation’s proxy materials shall be calculated based on the number of directors in office as so reduced. Any individual (1) nominated by an Eligible Stockholder for inclusion in the Corporation’s proxy materials pursuant to this Section 9A whom the Board of Directors decides to nominate as a nominee of the Board of Directors, (2) who is a director in office who had been nominated pursuant to this Section 9A or Section 9 with respect to either of the two (2) preceding annual meetings, and (3) any individual nominated by an Eligible Stockholder for inclusion in the Corporation’s proxy materials pursuant to this Section 9A but whose nomination is subsequently withdrawn or who is deemed to be ineligible pursuant to the terms of this Section 9A by the Board of Directors, shall be counted as one of the Stockholder Nominees for purposes of determining when the maximum number of Stockholder Nominees provided for in this Section 9A has been reached. Any Eligible Stockholder submitting more than one Stockholder Nominee for inclusion in the Corporation’s proxy materials pursuant to this Section 9A shall rank such Stockholder Nominees based on the order that the Eligible Stockholder desires such Stockholder Nominees to be selected for inclusion in the Corporation’s proxy statement in the event that the total number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 9A exceeds the maximum number of nominees provided for in this Section 9A. In the event that the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 9A exceeds the maximum number of nominees provided for in this Section 9A, the highest ranking Stockholder Nominee who meets the requirements of this Section 9A from each Eligible Stockholder will be selected for inclusion in the Corporation’s proxy materials until the maximum number is reached, going in order of the amount (largest to smallest) of shares of the Corporation’s outstanding common stock each Eligible Stockholder disclosed as owned in its respective Notice of Proxy Access Nomination submitted to the Corporation. If the maximum number is not reached after the highest ranking Stockholder Nominee who meets the requirements of this Section 9A from each Eligible Stockholder has been selected, this process will continue as many times as necessary, following the same order each time, until the maximum number is reached. Notwithstanding anything to the contrary contained in this Section 9A, if the Corporation receives notice pursuant to Section 9 of these Bylaws that a stockholder intends to nominate for election at such meeting a number of nominees greater than or equal to 50% of the total number of directors to be elected at such meeting, no Stockholder Nominees will be included in the

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Corporation’s proxy materials with respect to such meeting pursuant to this Section 9A unless the Board determines otherwise in their reasonable discretion.
(d) For purposes of this Section 9A, an Eligible Stockholder shall be deemed to “own” only those outstanding shares of common stock of the Corporation as to which the stockholder possesses both:
(i)     the full voting and investment rights pertaining to the shares; and
(ii)     the full economic interest in (including the opportunity for profit from and risk of loss on) such shares;
provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares:
(x)     sold by such stockholder or any of its affiliates in any transaction that has not been settled or closed, including any short sale;
(y)     borrowed by such stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell; or
(z)     subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such stockholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of outstanding common stock of the Corporation, in any such case which instrument or agreement has, or is intended to have, or if exercised by either party would have, the purpose or effect of:
(1) reducing in any manner, to any extent or at any time in the future, such stockholder’s or its affiliates’ full right to vote or direct the voting of any such shares; and/or
(2) hedging, offsetting or altering to any degree any gain or loss realized or realizable from maintaining the full economic ownership of such shares by such stockholder or its affiliates.
A stockholder shall “own” shares held in the name of a nominee or other intermediary so long as the stockholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A stockholder’s ownership of shares shall be deemed to continue during any period in which the stockholder has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement which is revocable at any time by the stockholder. An Eligible Stockholder’s ownership of shares shall be deemed to continue during any period in which the Eligible Stockholder has loaned such shares provided that the Eligible Stockholder has the power to recall such loaned shares on 5 business days’ notice, has recalled such loaned shares as of the date of the Notice of Proxy Access Nomination, continues to hold such shares through the date of the annual meeting and will vote such shares at the annual meeting. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of the common stock of the Corporation are “owned” for these purposes shall be determined by the Board of Directors or any committee thereof, in each case, in its sole discretion, which determination shall be conclusive and binding on the Corporation and its stockholders. For purposes of this Section 9A, the term “affiliate” or “affiliates” shall have the meaning ascribed thereto under the General Rules and Regulations under the Exchange Act. An Eligible Stockholder shall include in its Notice of Proxy Access Nomination the number of shares it is deemed to own for the purposes of this Section 9A.
(e) In order to make a nomination pursuant to this Section 9A, an Eligible Stockholder must have owned (as defined above) the Required Ownership Percentage (as defined below) of the Corporation’s outstanding common stock (the “Required Shares”) continuously for the Minimum Holding Period (as defined below) as of both the date that is within 7 days prior to the date that the Notice of Proxy Access Nomination is delivered to, or mailed to and received by, the Secretary of the Corporation in accordance with this Section 9A and the record date for determining the stockholders entitled to vote at the annual meeting and must continue to own the Required Shares through the meeting date. For purposes of this Section 9A, the “Required Ownership Percentage” is 3% or more of the Corporation’s outstanding common stock, and the “Minimum Holding Period” is 3 years.

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(f) Within the time period specified in this Section 9A for delivering the Notice of Proxy Access Nomination, an Eligible Stockholder must provide the following information in writing to the Secretary of the Corporation:
(i) one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the Minimum Holding Period) verifying that, as of a date within seven calendar days prior to the date the Notice of Proxy Access Nomination is delivered to, or mailed to and received by, the Secretary of the Corporation, the Eligible Stockholder owns, and has owned continuously for the Minimum Holding Period, the Required Shares, and the Eligible Stockholder’s agreement to provide, within 5 business days after the record date for the annual meeting, written statements from the record holder and intermediaries verifying the Eligible Stockholder’s continuous ownership of the Required Shares through the record date;
(ii) a copy of the Schedule 14N that has been filed with the SEC as required by Rule 14a-18 under the Exchange Act;
(iii) the information, representations and agreements that are the same as those that would be required to be set forth in a stockholder’s notice of nomination pursuant to Section 9 of these Bylaws;
(iv) the consent of each Stockholder Nominee to being named in the proxy statement as a nominee and to serving as a director if elected;
(v) a representation that the Eligible Stockholder:
(A) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control at the Corporation, and does not presently have such intent,
(B) has not nominated and will not nominate for election any individual as a director at the annual meeting, other than its Stockholder Nominee(s),
(C) has not engaged and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting, other than its Stockholder Nominee(s) or a nominee of the Board of Directors,
(D) agrees to comply with all applicable laws and regulations with respect to any solicitation in connection with the meeting or applicable to the filing and use, if any, of soliciting material,
(E) will provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and
(F) will not distribute to any stockholder any form of proxy for the annual meeting other than the form distributed by the Corporation;
(vi) an undertaking that the Eligible Stockholder agrees to:
(A) maintain the Required Ownership Percentage of the Required Shares through the date of the annual meeting;
(B) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder’s communications with the stockholders of the Corporation or out of the information that the Eligible Stockholder provided to the Corporation;
(C) indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any nomination, solicitation or other activity by the Eligible Stockholder in connection with its efforts to elect the Stockholder Nominee pursuant to this Section 9A;

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(D) file with the SEC any solicitation or other communication with the Corporation’s stockholders relating to the meeting at which the Stockholder Nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from filing is available thereunder; and
(E) if it is a Qualifying Fund whose stock ownership is counted for purposes of qualifying as an Eligible Stockholder, provide to the Secretary of the Corporation documentation reasonably satisfactory to the Board of Directors that demonstrates that the funds included within the Qualifying Fund satisfy the definition thereof.
(vii) in the case of a nomination by a group of stockholders that together is an Eligible Stockholder, the designation in a signed writing by all group members of one group member that is authorized to act on behalf of all such members with respect to the nomination and matters related thereto, including withdrawal of the nomination.

Further, within 10 days after the record date for the annual meeting, each Eligible Stockholder must provide written statements from the record holder and intermediaries verifying such person’s continuous ownership of their shares through the record date, together with any additional information reasonably requested to verify such person’s ownership.
(g) Within the time period specified in this Section 9A for delivering the Notice of Proxy Access Nomination, a Stockholder Nominee must deliver to the Secretary of the Corporation:
(i) the information required with respect to persons whom a stockholder proposes to nominate for election or reelection as a director by Section 9(b) of these Bylaws;
(ii) a written representation and agreement that such person:
(A) will act as a representative of all of the stockholders of the Corporation while serving as a director;
(B) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such Stockholder Nominee, if elected as a director of the Corporation, will act or vote on any issue or question that has not been disclosed to the Corporation (a “Voting Commitment”) or (2) any Voting Commitment that could limit or interfere with such Stockholder Nominee’s ability to comply, if elected as a director of the Corporation, with such Stockholder Nominee’s fiduciary duties under applicable law;
(C) is not or will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation;
(D) will comply with the Corporation’s applicable codes of conduct, corporate governance policies, and other policies and procedures, including corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines, and any other policies and guidelines applicable to directors, as well as the applicable provisions of these Bylaws; and
(E) will provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material respects (and shall not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
At the request of the Corporation, the Stockholder Nominee(s) must submit all completed and signed questionnaires required of directors and officers of the Corporation including, but not limited to, the questionnaire described in Section 9 of these Bylaws. The Corporation may request such additional information as necessary to permit the Board of Directors to determine if each Stockholder Nominee is independent under the listing standards of the principal U.S. exchange upon which the common stock of the Corporation is listed, any applicable rules of the SEC and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Corporation’s directors.

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(h) In the event that any information or communications provided by the Eligible Stockholder or the Stockholder Nominee to the Corporation or its stockholders ceases to be true and correct in all material respects or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible Stockholder or Stockholder Nominee, as the case may be, shall promptly notify the Secretary of the Corporation of any defect in such previously provided information and of the information that is required to correct any such defect; it being understood, for the avoidance of doubt, that providing any such notification will not be deemed to cure any such defect or limit the remedies available to the Corporation relating to any such defect.
(i) The Corporation shall not be required to include, pursuant to this Section 9A, a Stockholder Nominee in its proxy materials for any meeting of stockholders, or, if the proxy statement already has been filed, to allow the nomination of the Stockholder Nominee, notwithstanding that proxies in respect of such vote may have been received by the Corporation:
(i) for which the Secretary of the Corporation receives a notice that a stockholder has nominated such Stockholder Nominee for election to the Board of Directors pursuant to the advance notice requirements for stockholder nominees for director set forth in Section 9 of these Bylaws;
(ii) if the Eligible Stockholder who has nominated such Stockholder Nominee has engaged in or is currently engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting other than its Stockholder Nominee(s) or a nominee of the Board of Directors;
(iii) if the Stockholder Nominee (A) is not independent under the listing standards of each principal U.S. exchange upon which the common stock of the Corporation is listed, any applicable rules of the SEC and any publicly disclosed standards used by the Board of Directors in determining and disclosing independence of the Corporation’s directors, in each case as determined by the Board of Directors in its sole discretion, or (B) does not qualify as independent under the audit committee independence requirements set forth in the rules of the principal U.S. exchange on which shares of the Corporation are listed, as a “non-employee director” under Exchange Act Rule 16b-3, or as an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code (or any successor provision);
(iv) if the Stockholder Nominee’s election as a member of the Board of Directors would cause the Corporation to be in violation of these Bylaws, the Certificate of Incorporation, the rules and listing standards of the principal U.S. exchanges upon which the common stock of the Corporation is traded, or any applicable state or federal law, rule or regulation;
(v) if the Stockholder Nominee is or has been, within the past 3 years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914 or as determined by the Board of Directors in its sole discretion;
(vi) if the Stockholder Nominee is a named subject of a pending criminal proceeding (excluding traffic violations and other minor misdemeanors) or has been convicted in such a criminal proceeding within the past 10 years;
(vii) if the Stockholder Nominee is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended;
(viii) if such Stockholder Nominee or the applicable Eligible Stockholder shall have provided information to the Corporation in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which they were made, not misleading, as determined by the Board of Directors or any committee thereof, in each case, in its sole discretion; or
(ix) the Eligible Stockholder or applicable Stockholder Nominee fails to comply with its obligations pursuant to these Bylaws, including, but not limited to, this Section 9A or otherwise ceases to be an Eligible Stockholder.

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(j) Notwithstanding anything to the contrary set forth herein, the Board of Directors or the chairperson of the meeting of stockholders shall declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, if:
(i) the Stockholder Nominee(s) and/or the applicable Eligible Stockholder shall have breached or failed to comply with its or their representations or obligations under these Bylaws, including, without limitation, this Section 9A for the current year, or with respect to the prior year’s annual meeting; or
(ii) the Eligible Stockholder (or a qualified representative thereof) does not appear at the meeting of stockholders to present any nomination pursuant to this Section 9A.
(k) Any Stockholder Nominee who is included in the Corporation’s proxy materials for a particular annual meeting of stockholders but either:
(i) withdraws from or becomes ineligible or unavailable for election at the annual meeting; or
(ii) does not receive at least 25% of the votes cast in favor of such Stockholder Nominee’s election will be ineligible to be a Stockholder Nominee pursuant to this Section 9A for the next two annual meetings.

For the avoidance of doubt, this Section 9A(k) shall not prevent any stockholder from nominating any person to the Board of Directors pursuant to and in accordance with Section 9 of these Bylaws.
(l) The Board of Directors shall have the exclusive power and authority to interpret the provisions of these Bylaws and make all determinations deemed necessary or advisable in connection therewith. All such actions, interpretations and determinations that are done or made by the Board of Directors shall be final, conclusive and binding on the Corporation, the stockholders and all other parties.
(m) No stockholder shall be permitted to join more than one group of stockholders to become an Eligible Stockholder for purposes of nominations pursuant to this Section 9A per each annual meeting of stockholders. In the event that any Eligible Stockholder, either individually or part of a group, nominates a Stockholder Nominee that is elected to the Board of Directors, then such Eligible Stockholder shall not be permitted to utilize the provisions set forth in this Section 9A in connection with the following two annual meetings after such Stockholder Nominee is elected to the Board of Directors (other than with respect to the nomination of such previously elected Stockholder Nominee).
(n) This Section 9A shall be the exclusive method for stockholders to include nominees for director in the Corporation’s proxy materials.

SECTION 10. Stockholder Proposals.
(a) For business (other than the nomination of a person for election as a director, which is governed by Section 9 of this Article I) properly to be brought by a stockholder before a meeting of stockholders, the stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation (i) in the case of an annual meeting that is called for a date that is within 30 days before or after the anniversary date of the immediately preceding annual meeting of stockholders, by close of business on a date that is not less than 60 days nor more than 90 days prior to such anniversary date, and (ii) in the case of an annual meeting that is called for a date that is not within 30 days before or after the anniversary date of the immediately preceding annual meeting or where no annual meeting has been held within the past year, or in the case of a special meeting, not later than the close of business on the tenth day following the day on which notice of the date of the meeting was mailed or public disclosure (as defined in Section 9 of this Article I) of the date of the meeting was made, whichever occurs first. In no event shall

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the public disclosure of an adjournment or postponement of an annual or special meeting commence a new time period (or extend the time period) for the giving of a stockholder’s notice under this section.
(b) To be in proper written form, such stockholder's notice to the Secretary shall set forth in writing (i) as to each matter the stockholder proposes to bring before the meeting, a brief description of:
(A)    the business desired to be brought before the meeting;
(B)    the reasons for conducting such business at the meeting;
(C)    any material interest in such business of the stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and
(D)    all agreements, arrangements and understandings between or among the stockholder and beneficial owner, if any, and its or their affiliates or associates, and any other person or persons (including their names) in connection with the proposal of such business, and a representation that the stockholder shall notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the record date; and
(ii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made:
(A)    a representation that such stockholder is a holder of record or beneficial owner of stock of the Corporation entitled to vote at the meeting and the name and address of such stockholder, and of such beneficial owner or stockholder of record of the shares owned by such stockholder, if any, as they appear on the Corporation’s books;
(B)     the class and number of shares of stock which are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner or stockholder of record of the shares owned by such stockholder, if any, as of the date of the stockholder’s notice, and a representation that the stockholder shall notify the Corporation in writing of the number of such shares owned of record and beneficially as of the record date for the meeting promptly following the record date;
(C)      any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date the notice by, or on behalf of, such shareholder, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of such shareholder with respect to shares of stock of the Corporation, and a representation that such shareholder shall notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the record date;
(D)    a representation that the stockholder giving the notice intends to appear in person or by proxy at the meeting to propose the matter; and
(E)    a representation as to whether the stockholder giving the notice intends or is part of a group that intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the matter, and/or otherwise to solicit proxies from stockholders in support of such stockholder’s proposal or position.
(c) Notwithstanding anything in the By-laws to the contrary, (i) no business shall be conducted at an annual or special meeting of the stockholders except in accordance with the procedures set forth in the Bylaws of the Corporation, and (ii) if a stockholder does not provide the information and make the representations required under clauses (i)(D) and (ii)(A) through (D) of subsection (b) of this section promptly following the record date, or such stockholder (or a duly authorized proxy of such stockholder) does not appear at the meeting to present the proposed business, such business shall not be transacted, notwithstanding that proxies in respect of such business may have been received by the Corporation. The chairman of an annual or special meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in

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accordance with the provisions of the Bylaws of the Corporation, and, if he or she should so determine, the chairman shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Nothing in these Bylaws shall be deemed to affect any right of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended.
ARTICLE II
Board of Directors
SECTION 1. General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.
SECTION 2. Qualification; Number; Term; Remuneration.
(a)     Each director shall be at least 18 years of age. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The number of directors constituting the entire Board shall be seven, or a larger number as may be fixed from time to time by action of the stockholders or Board of Directors, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase "entire Board" herein refers to the total number of directors that the Corporation would have if there were no vacancies.
(a)Directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created director-ships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.
(b)Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
SECTION 3. Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the entire Board shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
SECTION 4. Places of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.
SECTION 5. Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of other business as may properly come before the meeting. The meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which the stockholders' meeting is held.
SECTION 6. Regular Meetings. Regular meetings of the Board of Directors shall be held at the times and places as the Board of Directors shall from time to time by resolution determine. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.
SECTION 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the Chief Executive Officer or by a majority of the directors then in office.
SECTION 8. Notice of Special Meetings. A notice of the place, date and time and the purpose or purposes of each special

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meeting of the Board of Directors shall be sent to each director at least five calendar days before the special meeting, if sent via United States mail or overnight delivery, or at least one day before the special meeting, if sent via electronic mail, in-person delivery, or provided orally via telephone.
SECTION 9. Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman's absence or inability to act, the Chief Executive Officer, if any, or if none or in the Chief Executive Officer's absence or inability to act, the President, or in the President's absence or inability to act, any Vice-President who is a member of the Board of Directors, or in the Vice-President's absence or inability to act, a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary's absence, the presiding officer may appoint any person to act as secretary.
SECTION 10. Resignation and Removal. Any director may resign at any time upon written notice to the Corporation and the resignation shall take effect upon receipt thereof by the Chief Executive Officer or Secretary unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.
SECTION 11. Vacancies. Unless otherwise provided in these By-laws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.
SECTION 12. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.
SECTION 13. Electronic Communication. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or any committee by means of a conference telephone, audio-visual communications or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by this means shall constitute presence in person at a meeting.
ARTICLE III
Committees
SECTION 1. Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.
SECTION 2. Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by the rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.
SECTION 3. Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the

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writing or writings are filed with the minutes of proceedings of the committee.
SECTION 4. Term; Termination. In the event any person shall cease to be a director of the Corporation, that person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.
ARTICLE IV
Officers
SECTION 1. Election and Qualifications. The Officers of the Corporation shall include a President, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors. In addition, the Officers of the Corporation may include an assistant secretary, assistant treasurer and other officers, each of whom may be elected by the Board of Directors or appointed by the President. Each officer shall have the powers and duties as may be prescribed by these By-laws and as may be assigned by the Board of Directors or the President.
SECTION 2. Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in the manner as the Board of Directors shall provide.
SECTION 3. Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and the resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board.
SECTION 4. Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have other powers and duties as may from time to time be assigned by the Board of Directors.
SECTION 5. Chief Executive Officer. The Chief Executive Officer of the Corporation shall have duties as customarily pertain to that office. The Chief Executive Officer shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers; may appoint and remove assistant officers and other agents and employees, other than officers referred to in Section 1 of this Article IV; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.
SECTION 6. President. The President shall have duties as customarily pertain to that office. The President may execute and deliver in the name of the Corporation con-tracts, bonds and other obligations and instruments pertaining to such activities, and shall have other authority as from time to time may be assigned by the Board of Directors or the Chief Executive Officer.
SECTION 7. Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have other authority as from time to time may be assigned by the Board of Directors or the Chief Executive Officer.
SECTION 8. Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and other duties as may be assigned by the Board of Directors or the Chief Executive Officer.
SECTION 9. Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and other duties as may be assigned by the Board of Directors or the Chief Executive Officer.
SECTION 10. Assistant Officers. Any assistant officer shall have powers and duties of the officer the assistant officer assists as that officer or the Board of Directors or the Chief Executive Officer shall from time to time prescribe.

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ARTICLE V
Books and Records
SECTION 1. Location. The books and records of the Corporation may be kept at the place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept as prescribed in the By-laws by the Secretary or by another officer or agent as shall be designated by the Board of Directors.
SECTION 2. Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder's address as it appears on the records of the Corporation.
SECTION 3. Fixing Date for Determination of Stockholders of Record.
(a)     In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date that shall not be more than 60 nor less than 10 days before the date of the meeting. If no record date is fixed by the Board of Directors, the record date for determining stock-holders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
(a)In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date that shall not precede the date the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this chapter, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking the prior action.
(b)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date that shall not precede the date the resolution fixing the record date is adopted. If no record date is fixed, the record date for determining stockholders for any purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
ARTICLE VI
Certificates Representing Stock

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SECTION 1. Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. The resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the Corporation. Notwithstanding the adoption of a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form. Any and all signatures on any certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be an officer, transfer agent or registrar before the certificate is issued, it may be issued by the Corporation with the same effect as if he or she were an officer, transfer agent or registrar at the date of issue. The name of the holder of record of the shares represented thereby, with the number of the shares and the date of issue, shall be entered on the books of the Corporation.
SECTION 2. Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.
SECTION 3. Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive the fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but the scrip shall not entitle the holder to any rights of a stockholder except as therein provided.
The Board of Directors shall have power and authority to make all rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.
SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any certificate or the issuance of any new certificate.
ARTICLE VII
Dividends
Subject always to the provisions of law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of the funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against that discretion, to divide or pay any part of those funds among or to the stockholders as dividends or otherwise; and before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends any sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any reserve in the manner in that it was created.


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ARTICLE VIII
Ratification
Any transaction, questioned in any law suit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. The ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of the questioned transaction.

ARTICLE IX
Corporate Seal
The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in the form and contain other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.
ARTICLE X
Fiscal Year
The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.

ARTICLE XI
Waiver of Notice
Whenever notice is required to be given by these By-laws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.
ARTICLE XII
Bank Accounts, Drafts, Contracts, Etc.
SECTION 1. Bank Accounts and Drafts. In addition to any bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize bank accounts to be opened or maintained in the name and on behalf of the Corporation as he or she may deem necessary or appropriate, and payments from those bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.
SECTION 2. Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and this authority may be general or confined to specific instances.
SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on

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behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stock-holders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of that stock at any meeting, or otherwise as specified in the proxy or power of attorney so authorizing that person. The Board of Directors, from time to time, may confer like powers upon any other person.
SECTION 4. Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIII
Amendments
Subject to the provisions of the Certificate of Incorporation and the provisions of the General Corporation Law of the State of Delaware, the power to amend, alter or repeal these By-laws and to adopt new By-laws may be exercised by the Board of Directors or by the stockholders.
ARTICLE XIV
Exclusive Forum
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder of the Corporation to the Corporation or the Corporation's stockholders, (c) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, the Corporation’s Certificate of Incorporation or these By-laws (as each may be amended and in effect from time to time) or as to which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery of the State of Delaware, or (4) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XIV. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunction and specific performance, to enforce the foregoing provisions.





As Amended and Restated as of December 2, 2019.



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 EX-4.3 3 aks20191231exhibit43.htm EXHIBIT 4.3 Exhibit


EXHIBIT 4.3

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
DESCRIPTION OF CAPITAL STOCK
AK Holding’s authorized capital stock consists of 450,000,000 shares of common stock, par value $.01 per share and 25,000,000 shares of preferred stock, par value $1.00 per share. The following is a summary of all the material provisions of the common stock and the preferred stock, which we refer to as our common stock and preferred stock, respectively. This summary is subject to, and qualified in its entirety by, the provisions of our Certificate of Incorporation and our Bylaws and by applicable law. Our Certificate of Incorporation and our Bylaws have been incorporated by reference as exhibits to the Annual Report on Form 10-K, and we refer to them as our Certificate of Incorporation and Bylaws, respectively. The summaries of these documents are qualified in their entirety by reference to the full text of the documents. AK Holding is a Delaware corporation and is subject to the Delaware General Corporation Law (the “DGCL”).
Common Stock
The holders of our common stock are entitled to one vote for each share on all matters voted on by the stockholders. The holders of our common stock do not have any conversion, redemption or preemptive rights. The holders of our common stock are entitled to dividends as declared by our Board of Directors. On liquidation, holders are entitled to receive, on a pro rata basis, all of our assets available for distribution to the holders of common stock. The rights and dividends upon liquidation may be junior to the rights of holders of any preferred stock.
Preferred Stock
As of the date hereof, there are no shares of our preferred stock outstanding. Our Board of Directors is authorized to provide for the issuance of an aggregate of 25,000,000 shares of preferred stock, in one or more series, and to fix for each series:
•
the designation and number of shares;
•
the dividend rights;
•
the dividend rate;
•
the voting rights;
•
the rights and terms of redemption (including sinking fund provisions);
•
the redemption price;
•
the liquidation preferences of any wholly unissued series of shares of preferred stock, or any or all of them;
•
whether the shares will be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same class of our stock, and if made so, on what terms;
•
whether the issue of any additional shares of this series or any future series or any other class of stock will have any restrictions and, if so, the nature of these restrictions;
•
any other designations, powers, preferences, rights, qualifications, limitations and restrictions as are permitted by the DGCL;
•
the rights and terms of redemption (including sinking fund provisions); and
•
the redemption price.
Dividend Rights
Under Delaware law, a corporation may pay dividends out of surplus or, if no surplus exists, out of net profits for the fiscal year in which the dividends are declared and/or of its preceding fiscal year. However, dividends may not be paid out of these net profits if the capital of the corporation is less than the aggregate amount of capital represented by the outstanding stock of all classes having a preference upon the distribution of assets. Dividends may be paid in cash, property or in shares of capital stock. Before declaring dividends, our Board of Directors can set aside funds for a reserve to meet contingencies,

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subject to the rights of preferred stockholders, if any. The holders of our common stock are entitled to dividends as declared by our Board of Directors.
Cumulative Voting and Other Rights
Cumulative voting permits a stockholder to cast as many votes in the election of directors for each share of stock held by him as there are directors to be elected and each stockholder may cast all his votes for a single candidate or distribute his votes among two or more candidates, as he chooses. Under Delaware law, cumulative voting is not permitted unless provided for by a specific provision in the certificate of incorporation. Our Certificate of Incorporation does not provide for cumulative voting.
Delaware law requires voting by separate classes only with respect to amendments to the certificate of incorporation that adversely affect the holders of those classes or that increase or decrease the aggregate number of authorized shares or the par value of the shares of any of those classes.
Repurchase of Stock
Under Delaware law, a corporation may repurchase or redeem its own stock only out of surplus and only if the capital of the corporation is not impaired or when such redemption would not impair capital. However, a corporation may redeem preferred stock out of capital if those shares will be retired upon redemption and the stated capital of the corporation is reduced pursuant to a resolution of its board of directors by the amount of capital represented by those shares.
Anti-takeover Effects of Provisions of our Certificate of Incorporation and Bylaws
We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change in control would be beneficial to our existing stockholders. In addition, our Board of Directors, or a committee thereof, has the power, without stockholder approval, to designate the terms of one or more series of preferred stock and issue shares of preferred stock. The ability of our Board of Directors, or a committee thereof, to create and issue a new series of preferred stock and certain provisions of Delaware law and our Certificate of Incorporation and Bylaws could impede a merger, takeover or other business combination involving us or discourage a potential acquirer from making a tender offer for our common stock, which, under certain circumstances, could reduce the market price of our common stock.
Charter Amendments
Delaware law provides that the certificate of incorporation of a corporation may be amended upon adoption by the board of directors of a resolution setting forth the proposed amendment and declaring its advisability, followed by the favorable vote of the holders of a majority of the outstanding stock entitled to vote on the amendment. It also provides that a certificate of incorporation may require a greater vote for amendment than would otherwise be required under Delaware law. Subject to the requirements of Delaware law, the provisions of our Certificate of Incorporation may be amended by the affirmative vote of the holders of a majority of our outstanding common stock.
Bylaws and Regulations
Under Delaware law, the power to adopt, amend or repeal the bylaws is vested in the stockholders unless the certificate of incorporation vests this power in the directors. Vesting this power in the directors does not divest the stockholders of the power to adopt, alter or repeal the bylaws. Our Certificate of Incorporation expressly authorizes the adoption, amendment or repeal of our Bylaws by the affirmative vote of a majority of the whole Board of Directors at any regular or special meeting of our Board of Directors, or by unanimous written consent of the directors, or by the affirmative vote of the holders of record of a majority of the issued and outstanding shares of stock of the Corporation entitled to vote in respect thereof, given at an annual meeting or at any special meeting.
Board of Directors
Under our Bylaws, any director may resign at any time upon written notice and any or all of the directors may be removed with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors. Board vacancies, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors or at a special meeting of the stockholders by the holders of shares entitled to vote for the election of directors.

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Action without a Meeting; Right to Call Special Meeting of Stockholders
Delaware law provides that any action that may be taken at a meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of stock having not less than the minimum number of votes otherwise required to approve the action consent in writing, unless otherwise provided in the certificate of incorporation. Our Bylaws do not alter the vote required.
Under Delaware law, special meetings of the stockholders may be called by a corporation’s board of directors or by those persons who are authorized by the corporation’s certificate of incorporation or bylaws. Our Bylaws provide that special meetings may be called by our Board of Directors or the Chief Executive Officer or upon the written request delivered to the Chief Executive Officer by stockholders holding together at least a majority of all of our shares entitled to vote at the meeting. No business other than that stated in the notice will be transacted at any special meeting; provided, however, that matters given by or at the direction of the Board of Directors or otherwise presented at the meeting by or at the direction of the Board of Directors may be presented. In addition, our Chairman, in his or her sole discretion, may present, or accept for presentation, procedural matters.
These provisions may have the effect of delaying consideration of a stockholder proposal until the next annual meeting unless a special meeting is called by our board or our stockholders as described above.
Advance Notice Requirements for Nominations
Our Bylaws contain advance notice procedures with regard to stockholder proposals related to the nomination of candidates for election as directors. These procedures provide that notice of stockholder proposals related to stockholder nominations for the election of directors must be received by our corporate secretary, in the case of an annual meeting, by close of business on a date that is not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting of stockholders. However, if the annual meeting is called for a date that is more than 30 days before or after that anniversary date, or where no annual meeting has been held within the past year, notice by the stockholder in order to be timely must be received not later than the close of business on the tenth day following the day on which notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first.

No special meeting of stockholders shall be called for the purpose of removing or electing a director or directors or amending our Bylaws; provided, however, that a special meeting may be called for the purpose of removing a director for cause, as such term is defined under Delaware law, and, provided further that the cause alleged must be set forth in the request for the meeting A stockholder’s notice to our corporate secretary must be in proper written form and must set forth information related to the stockholder giving the notice and the beneficial owner (if any) on whose behalf the nomination is made, including:
•
a representation that such stockholder is a holder of record or beneficial owner of our stock entitled to vote at the meeting and the name and address, as they appear on our books, of such stockholder and any stockholder of record of the stockholder’s shares;
•
the class and number of shares of our stock that are owned of record and beneficially by such stockholder and owned by any stockholder of record of such stockholder’s shares, as of the date of the stockholder’s notice, and a representation that such stockholder shall notify us in writing of the number of such shares owned of record and beneficially as of the record date for the meeting promptly following the record date;
•
a description of any agreement, arrangement or understanding with respect to the nomination between or among such stockholder and any of its affiliates or associates, and any other person or persons (including their names), and a representation that the stockholder shall notify us in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the record date;
•
a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the notice by, or on behalf of, such shareholder, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of such shareholder with respect to shares of our stock, and a representation that such shareholder shall notify us in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the record date;
•
a representation that such shareholder intends to appear in person or by proxy at the meeting to propose the nomination; and

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•
a representation whether such shareholder intends or is part of a group that intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of our outstanding capital stock required to elect the proposed nominee, and/or otherwise to solicit proxies from stockholders in support of the nomination.
As to each person whom the stockholder proposes to nominate for election as a director:
•
all information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act); and
•
the nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected.
Advance Notice Requirements for Stockholder Proposals and Proxy Access
Our Bylaws contain advance notice procedures with regard to stockholder proposals not related to director nominations. These notice procedures, in the case of an annual meeting of stockholders, are the same as the notice requirements for stockholder proposals related to director nominations discussed above insofar as they relate to the timing of receipt of notice by our corporate secretary.
A stockholder’s notice to our corporate secretary must be in proper written form and must set forth, as to each matter the stockholder and the beneficial owner (if any) proposes to bring before the meeting:
•
the business desired to be brought before the meeting;
•
the reasons for conducting such business at the meeting;
•
any material interest in such business of the stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and
•
all agreements, arrangements and understandings between or among the stockholder and beneficial owner, if any, and its or their affiliates or associates, and any other person or persons (including their names) in connection with the proposal of such business, and a representation that the stockholder shall notify us in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the record date.
As to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made:
•
a representation that such stockholder is a holder of record or beneficial owner of our stock entitled to vote at the meeting and the name and address of such stockholder, and of such beneficial owner or stockholder of record of the shares owned by such stockholder, if any, as they appear on the Corporation’s books;
•
the class and number of shares of stock which are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner or stockholder of record of the shares owned by such stockholder, if any, as of the date of the stockholder’s notice, and a representation that the stockholder shall notify us in writing of the number of such shares owned of record and beneficially as of the record date for the meeting promptly following the record date;
•
any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date the notice by, or on behalf of, such shareholder, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of such shareholder with respect to shares of our stock, and a representation that such shareholder shall notify us in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the record date;
•
a representation that the stockholder giving the notice intends to appear in person or by proxy at the meeting to propose the matter; and
•
a representation as to whether the stockholder giving the notice intends or is part of a group that intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of our outstanding capital stock required to approve or adopt the matter, and/or otherwise to solicit proxies from stockholders in support of such stockholder’s proposal or position.

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Our by-laws contain a “proxy access” provision. This provision allows eligible stockholders to have their director nominees, together with an optional statement of support from the nominating stockholder, included in our proxy statement whenever the board solicits proxies with respect to the election of directors at an annual meeting of stockholders.
An eligible stockholder is any single stockholder (or group of up to 20 stockholders) holding at least 3% of the outstanding shares of our common stock continuously for at least three years, both as of the date 7 days prior to the notice delivered to the Secretary and the date of the meeting.
To be timely, a notice of the nomination and other required information must be delivered to our Secretary no earlier than 150 days and no later than 120 days before the anniversary of the date that we issued our proxy statement for the previous year’s annual meeting of stockholders.
We are not required to include in our proxy statement more than the greater of (1) two nominees and (2) 25% of the total number of directors in office (rounded down), subject to adjustment in the event of a decrease in the size of the board prior to the meeting.
Mergers and Consolidations
Under Delaware law, mergers or consolidations, other than so-called parent-subsidiary mergers, must be approved by the directors of each constituent corporation and adopted by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote on the agreement, or by a greater vote if provided in the certificate of incorporation. Our Certificate of Incorporation does not alter the vote required. Under Delaware law, the separate vote of any class of shares is not required. Additionally, Delaware law provides that, unless its certificate of incorporation provides otherwise, no vote of the stockholders of the surviving corporation is required to approve the merger if:
•
the agreement of merger does not amend in any respect the corporation’s certificate of incorporation;
•
each share outstanding immediately prior to the effective date is to be an identical outstanding or treasury share of the surviving corporation after the effective date; and
•
the number of shares of the surviving corporation’s common stock to be issued in the merger plus the number of shares of common stock into which any other securities to be issued in the merger are initially convertible does not exceed 20% of its common stock outstanding immediately prior to the effective date of the merger.
Other Corporate Transactions
Delaware law requires a majority vote on disposition of all or substantially all of a corporation’s assets and on dissolutions, unless a greater vote is provided for in the certificate of incorporation. Our Certificate of Incorporation does not alter the vote required.
Loans to Officers and Directors
Delaware law permits a corporation to lend money to, or to guarantee an obligation of, an officer or other employee of the corporation or any subsidiary of the corporation, including an officer or employee who is also a director of the corporation or of its subsidiaries, whenever that loan or guarantee may, in the judgment of the directors, reasonably be expected to benefit the corporation. Delaware law generally does not impose liability on the directors who vote for or assent to the making of a loan to an officer, director, or stockholder.
Fiduciary Duties of Directors
Under Delaware law, the business and affairs of a corporation are managed by or under the direction of its boards of directors. In exercising their powers, directors are charged with the fiduciary duties of loyalty and care. A party challenging the decision of a board of directors generally bears the burden of rebutting the applicability of the so-called “business judgment rule,” a presumption that, in making a business decision, directors acted on an informed basis, in good faith and in the honest belief that the action was taken in the best interests of the corporation, by demonstrating that, in reaching their decision, the directors breached one or more of their fiduciary duties. Unless this presumption is rebutted, the business judgment exercised by directors in making their decisions is not subject to judicial review. Where, however, the presumption is rebutted, and in some other circumstances, the directors bear the burden of demonstrating the entire fairness of the relevant transaction. In spite of the business judgment rule, Delaware courts may subject directors’ conduct to enhanced scrutiny in taking defensive actions in response to a threat to corporate control or approving a transaction resulting in a sale of control.

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Liability of Directors
Subsection (b)(7) of Section 102 of the DGCL enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for violations of the director’s fiduciary duty, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit. Our Certificate of Incorporation has eliminated the personal liability of our directors to the fullest extent permitted by law.
Indemnification of Directors and Officers
Subsection (a) of Section 145 of the DGCL (“Section 145”) empowers a corporation to indemnify any current or former director, officer, employee or agent of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding provided that such director or officer acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, provided further that such director or officer had no reasonable cause to believe his conduct was unlawful Subsection (b) of Section 145 empowers a corporation to indemnify any director or officer, or former director or officer, who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit provided that such director or officer acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) or (b) or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith; that indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liabilities under Section 145.
Article Seven of our Certificate of Incorporation states that we shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person is or was our director, officer or employee, or is or was serving at our request as a director, officer or employee of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties amounts paid in settlement and other liabilities actually and reasonably incurred by such person in connection with such action, suit or proceeding to the fullest extent permitted by law, and we may adopt by-laws or enter into agreements with any such person for the purpose of providing such indemnification. We also enter into Indemnification Agreements with each Director, a form of which is incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2015.

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Delaware Business Combination Statute
Under Section 203 of the DGCL (“Section 203”), a corporation is prohibited from engaging in any business combination with a person who, together with his affiliates or associates, owns, or within a three-year period did own, 15% or more of the corporation’s voting stock, an interested stockholder, unless:
•
prior to the date on which the person became an interested stockholder, the board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
•
the interested stockholder acquired 85% of the voting stock of the corporation, excluding specified shares, upon consummation of the transaction; or
•
on or after the date on which the person became an interested stockholder, the business combination is approved by the board of directors of the corporation and the affirmative vote, at an annual or special meeting and not by written consent, of at least two-thirds of the outstanding voting stock of the corporation, excluding shares held by the interested stockholder.
A business combination includes:
•
mergers, consolidations and sales or other dispositions of 10% or more of the assets of a corporation to or with an interested stockholder;
•
particular transactions resulting in the issuance or transfer to an interested stockholder of any stock of the corporation or its subsidiaries; and
•
other transactions resulting in a disproportionate financial benefit to an interested stockholder.
Except as otherwise set forth in Section 203, an interested stockholder is defined to include:
•
any person that is the owner of 15% or more of the outstanding voting stock of the corporation; and
•
any person that is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination, or the affiliates and associates of any such person.
Our Certificate of Incorporation does not contain a provision by which we expressly elect not to be governed by Section 203. Our election to be subject to Section 203 may have positive or negative consequences, depending on the circumstances. Being subject to Section 203 may make it more difficult for a person who would be an interested stockholder to effect various business combinations with us for a three-year period. Section 203 also may have the effect of preventing changes in our management. Section 203 also could make it more difficult to accomplish transactions which our stockholders may otherwise deem to be in their best interests. The provisions of Section 203 may cause persons interested in acquiring us to negotiate in advance with our Board of Directors.
Venue
Our by-laws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of AK Steel, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to AK Steel or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or our governing documents, or (iv) any action asserting a claim governed by the internal affairs doctrine.
Our by-laws also provide that AK Steel is entitled to equitable relief, including injunction and specific performance, to enforce such provisions regarding forum.
Listing
Our common stock is listed for trading on the New York Stock Exchange under the symbol “AKS.”
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Computershare Investor Services, LLC.

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 EX-23.1 4 aks20191231exhibit231.htm EXHIBIT 23.1 Exhibit



EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:

(1)
Registration Statement (Form S-8 No. 333-124296) pertaining to the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of January 16, 2003),
(2)
Registration Statement (Form S-8 No. 333-168541) pertaining to the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of March 18, 2010),
(3)
Registration Statement (Form S-8 No. 333-199853) pertaining to the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of March 20, 2014),
(4)
Registration Statement (Form S-3 No. 333-194078) of AK Steel Holding Corporation and AK Steel Corporation (as amended as of September 8, 2014),
(5)
Registration Statement (Form S-3 No. 333-210785) of AK Steel Holding Corporation and AK Steel Corporation (as amended as of March 16, 2017),
(6)
Registration Statement (Form S-8 No. 333-212777) pertaining to the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of May 26, 2016),
(7)
Registration Statement (Form S-3 No. 333-229723) of AK Steel Holding Corporation and AK Steel Corporation (as amended as of February 15, 2019),
(8)
Registration Statement (Form S-8 No. 333-232433) pertaining to the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan (as of June 28, 2019), and
(9)
Registration Statement (Form S-4 No. 333-235855) of Cleveland-Cliffs Inc. (as amended as of February 4, 2020);

of our reports dated February 20, 2020, with respect to the consolidated financial statements of AK Steel Holding Corporation and the effectiveness of internal control over financial reporting of AK Steel Holding Corporation included in this Annual Report (Form 10-K) of AK Steel Holding Corporation for the year ended December 31, 2019.

/s/ ERNST & YOUNG LLP
Cincinnati, Ohio
February 20, 2020


 EX-31.1 5 aks20191231exhibit311.htm EXHIBIT 31.1 Exhibit


EXHIBIT 31.1

SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Roger K. Newport, certify that:

1.
I have reviewed this annual report on Form 10-K 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:
February 20, 2020
 
/s/ Roger K. Newport
 
 
 
Roger K. Newport
 
 
 
Chief Executive Officer


 EX-31.2 6 aks20191231exhibit312.htm EXHIBIT 31.2 Exhibit


EXHIBIT 31.2

SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Christopher J. Ross, certify that:

1.
I have reviewed this annual report on Form 10-K 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:
February 20, 2020
 
/s/ Christopher J. Ross
 
 
 
Christopher J. Ross
 
 
 
Vice President, Treasurer and Interim Chief Financial Officer


 EX-32.1 7 aks20191231exhibit321.htm EXHIBIT 32.1 Exhibit


EXHIBIT 32.1

SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Roger K. Newport, 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 Annual Report on Form 10-K for the period ending December 31, 2019 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 Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:
February 20, 2020
 
/s/ Roger K. Newport
 
 
 
Roger K. Newport
 
 
 
Chief Executive Officer


 EX-32.2 8 aks20191231exhibit322.htm EXHIBIT 32.2 Exhibit


EXHIBIT 32.2

SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Christopher J. Ross, 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 Annual Report on Form 10-K for the period ending December 31, 2019 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 Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:
February 20, 2020
 
/s/ Christopher J. Ross
 
 
 
Christopher J. Ross
 
 
 
Vice President, Treasurer and Interim Chief Financial Officer



 EX-95.1 9 aks20191231exhibit951.htm EXHIBIT 95.1 Exhibit


EXHIBIT 95.1

MINE SAFETY DISCLOSURE EXHIBIT

The operation of AK Coal Resources, Inc.’s North Fork mine and 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. We present 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, we provide the following items regarding certain mining safety and health matters, for the period presented, for each of our 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 year ended December 31, 2019, 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, we are 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 year ended December 31, 2019 for each of our subsidiaries that is a coal mine or plant operator, by individual location.


-1-



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
 
—

 
 
—

 
—

 
—

 
$
—

 
 
—

 
 
—

 
 
1

 
3610041
 
North Fork
 
39

 
 
—

 
4

 
—

 
$
54

(a)
 
3

(b)
 
7

 
 
4

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

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[Axis] Property, Plant and Equipment, Type [Axis] Property, Plant and Equipment, Type [Domain] Property, Plant and Equipment, Type [Domain] Machinery and equipment [Member] Machinery and Equipment [Member] Statistical Measurement [Axis] Statistical Measurement [Axis] Statistical Measurement [Domain] Statistical Measurement [Domain] Maximum [Member] Maximum [Member] Minimum [Member] Minimum [Member] Concentration Risk Type [Axis] Concentration Risk Type [Axis] Concentration Risk Type [Domain] Concentration Risk Type [Domain] Customer Concentration Risk [Member] Customer Concentration Risk [Member] Credit Concentration Risk [Member] Credit Concentration Risk [Member] Customer [Axis] Customer [Axis] Customer [Domain] Customer [Domain] Automotive Market [Member] Automotive Market [Member] Automotive market Major Customer A [Member] Major Customer A [Member] Confidential major customer "A" Major Customer B [Member] Major Customer B [Member] Confidential major customer "B" Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Domain] Concentration Risk Benchmark [Domain] Revenue Benchmark [Member] Revenue Benchmark [Member] Accounts Receivable [Member] Accounts Receivable [Member] Workforce Subject to Collective Bargaining Arrangements [Member] Workforce Subject to Collective Bargaining Arrangements [Member] Collective Bargaining Arrangement [Axis] Collective Bargaining Arrangement [Axis] Collective Bargaining Arrangement [Domain] Collective Bargaining Arrangement [Domain] Mountain State Carbon [Member] Mountain State Carbon [Member] Mountain State Carbon LLC Zanesville Works [Member] Zanesville Works [Member] Zanesville Works [Member] Butler Works [Member] Butler Works [Member] Butler PA Works Coshocton Works [Member] Coshocton Works [Member] Coshocton Works [Member] Middletown Works [Member] Middletown Works [Member] Middletown Works [Member] AK Tube Walbridge [Member] AK Tube Walbridge [Member] AK Tube Walbridge, OH Plant Derivative Instrument [Axis] Derivative Instrument [Axis] Derivative Contract [Domain] Derivative Contract [Domain] Commodity [Member] Commodity [Member] Foreign Exchange Contract [Member] Foreign Exchange Contract [Member] Concentration Of Risk [Line Items] Concentration Risk [Line Items] Property, Plant and Equipment, Useful Life Property, Plant and Equipment, Useful Life Number Of Major Customers Number Of Major Customers Number Of Major Customers Percentage of total (in hundredths) Concentration Risk, Percentage Number of Employees Entity Number of Employees Derivative contracts duration (in months) Derivative, Term of Contract Goodwill, Impairment Loss Goodwill, Impairment Loss Operating Lease, Right-of-Use Asset Operating Lease, Right-of-Use Asset Operating Lease, Liability Operating Lease, Liability Supplementary Financial Statement Information [Abstract] Supplementary Financial Statement Information [Abstract] Other Assets, Noncurrent [Abstract] Other Assets, Noncurrent [Abstract] Operating Lease, Right-of-Use Asset Investments in affiliates Equity Method Investments Other Assets, Miscellaneous, Noncurrent Other Assets, Miscellaneous, Noncurrent Other non-current assets Other Assets, Noncurrent Defined Benefit Plan, Expected Future Benefit Payment [Abstract] Schedule of Defined Benefit Plans Disclosures [Table] Schedule of Defined Benefit Plans Disclosures [Table] Other Postretirement Benefit Plans, Defined Benefit [Member] Other Postretirement Benefits Plan [Member] Defined Benefit Plan Disclosure [Line Items] Defined Benefit Plan Disclosure [Line Items] Expected Future Benefit Payments in 2020 Defined Benefit Plan, Expected Future Benefit Payment, Next Twelve Months Expected Future Benefit Payments in 2021 Defined Benefit Plan, Expected Future Benefit Payment, Year Two Expected Future Benefit Payments in 2022 Defined Benefit Plan, Expected Future Benefit Payment, Year Three Expected Future Benefit Payments in 2023 Defined Benefit Plan, Expected Future Benefit Payment, Year Four Expected Future Benefit Payments in 2024 Defined Benefit Plan, Expected Future Benefit Payment, Year Five Expected Future Benefit Payments in 2025 through 2029 Defined Benefit Plan, Expected Future Benefit Payment, Five Fiscal Years Thereafter Equity Method Investment, Summarized Financial Information [Abstract] Revenue Equity Method Investment, Summarized Financial Information, Revenue Gross profit Equity Method Investment, Summarized Financial Information, Gross Profit (Loss) Net income (loss) Equity Method Investment, Summarized Financial Information, Net Income (Loss) Current assets Equity Method Investment, Summarized Financial Information, Current Assets Noncurrent assets Equity Method Investment, Summarized Financial Information, Noncurrent Assets Current liabilities Equity Method Investment, Summarized Financial Information, Current Liabilities Noncurrent liabilities Equity Method Investment, Summarized Financial Information, Noncurrent Liabilities Investments in Affiliates Equity Method Investments and Joint Ventures Disclosure [Text Block] Derivative Instruments, Gain (Loss) [Table] Currency [Axis] Currency [Axis] All Currencies [Domain] All Currencies [Domain] Canada, Dollars Canada, Dollars Commodity Contract [Member] Commodity Contract [Member] Income Statement Location [Axis] Income Statement Location [Axis] Income Statement Location [Domain] Income Statement Location [Domain] Cost of Products Sold [Member] Cost of Sales [Member] Other Income [Member] Other Income [Member] Derivative Commodity Contract, by Commodity [Axis] Derivative Commodity Contract, by Commodity [Axis] Information on commodity contracts by type of commodity. Commodity [Domain] Commodity [Domain] The commodity on which the contract is based. Nickel [Member] Nickel [Member] Information on commodity derivative contracts in pounds of nickel. Natural Gas [Member] Natural Gas [Member] Information on commodity derivative contracts in MMBTUs of natural gas. Electricity [Member] Electricity [Member] Zinc [Member] Zinc [Member] Information on commodity derivative contracts in pounds of zinc. Derivative Instruments, Gain (Loss) [Line Items] Derivative Instruments, Gain (Loss) [Line Items] Investment Contract Settlement Date Range Start Investment Contract Settlement Date Range Begin When an investment contract or contracts have a range of settlement dates, the earliest settlement date. Investment Contract Settlement Date Range Ending Investment Contract Settlement Date Range Ending When an investment contract or contracts have a range of settlement dates, the latest settlement date. Recognized in accumulated other comprehensive income that were included in the assessment of effectiveness Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax Reclassification of losses (gains) from accumulated other comprehensive income to net income Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax Recognized gains (losses) in consolidated statement of operations Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net Gains (losses) before tax expected to be reclassified into earnings within the next twelve months Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred Restructuring Plan [Table] Restructuring Plan [Table] Restructuring Plan [Table] Ashland Works Hot End [Member] Ashland Works Hot End [Member] Ashland Works blast furnace and steelmaking operations, ie; Hot End Restructuring Plan [Line Items] Restructuring Plan [Line Items] [Line Items] for Restructuring Plan [Table] Disaggregation of Revenue Disaggregation of Revenue [Table Text Block] Allowance for credit losses Schedule of Allowance for Credit Losses [Table Text Block] Tabular disclosure of the change in the allowance for credit losses during the period. Inventory Schedule of Inventory, Current [Table Text Block] Property, plant and equipment Property, Plant and Equipment [Table Text Block] Goodwill Schedule of Goodwill [Table Text Block] Intangible assets Schedule of Finite-Lived Intangible Assets [Table Text Block] Other non-current assets Schedule of Other Assets, Noncurrent [Table Text Block] Accrued liabilities Schedule of Accrued Liabilities [Table Text Block] Restructuring plans Schedule of Restructuring Reserve by Type of Cost [Table Text Block] Supplemental Guarantor Information [Abstract] Supplemental Guarantor Information [Abstract] Condensed Statements of Comprehensive Income (Loss) Condensed Statement of Comprehensive Income [Table Text Block] Condensed Balance Sheets Condensed Balance Sheet [Table Text Block] Condensed Statements of Cash Flows Condensed Cash Flow Statement [Table Text Block] Fair Value Disclosures [Abstract] Fair value assets and liabilities measured on a recurring basis Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] Goodwill and Intangible Assets Disclosure [Abstract] Schedule of Goodwill [Table] Schedule of Goodwill [Table] Reporting Unit [Axis] Reporting Unit [Axis] Reporting Unit [Domain] Reporting Unit [Domain] Precision Partners Holding Company [Domain] Precision Partners Holding Company [Domain] Precision Partners Holding Company [Domain] AK Tube LLC [Member] AK Tube LLC [Member] AK Tube LLC [Member] Goodwill [Line Items] Goodwill [Line Items] Balance at beginning of year Goodwill Acquisition Goodwill, Acquired During Period Balance at end of year Equity [Abstract] Summary of Stockholders' Equity Disclosure [Table] Summary of Stockholders' Equity Disclosure [Table] Summary of Stockholders' Equity Disclosure [Table] Credit Facility [Axis] Credit Facility [Axis] Credit Facility [Domain] Credit Facility [Domain] Revolving Credit Facility [Member] Revolving Credit Facility [Member] Summary of Stockholders' Equity Disclosure [Line Items] Summary of Stockholders' Equity Disclosure [Line Items] [Line Items] for Summary of Stockholders' Equity Disclosure [Table] Preferred stock authorized (in shares) Preferred Stock, Shares Authorized Preferred stock issued (in shares) Preferred Stock, Shares Issued Preferred stock outstanding (in shares) Preferred Stock, Shares Outstanding Amount Of Threshold Under Credit Facility, Dividend Restriction, Unlimited Amount Of Threshold Under Credit Facility, Dividend Restriction, Unlimited Pertains to the minimum available borrowing capacity expressed as a percentage of the credit facility commitment or eligible collateral required by a credit facility to maintain flexibility on dividend payments. Amount Of Threshold Under Credit Facility, Dividend Restriction, Unlimited with Financial Covenant Compliance Amount Of Threshold Under Credit Facility, Dividend Restriction, Unlimited with Financial Covenant Compliance Pertains to the minimum available borrowing capacity expressed as a percentage of the credit facility commitment or eligible collateral required by a credit facility, if the entity is in compliance with specified financial covenants, to maintain flexibility on dividend payments. Annual Dividend Restriction Monetary Limit Annual Dividend Restriction Monetary Limit Maximum annual dividend limit unless a higher rate applies if credit facility availability falls below a specified threshold and the company cannot meet a specified fixed charge coverage ratio as of the most recently ended fiscal quarter. Annual Dividend Restriction Rate Limit Annual Dividend Restriction Rate Limit Maximum annual dividend limit based on a percentage of total assets unless a higher fixed amount applies if credit facility availability falls below a specified threshold and the company cannot meet a specified fixed charge coverage ratio as of the most recently ended fiscal quarter. Aggregate Dividend Restriction Monetary Limit Aggregate Dividend Restriction Monetary Limit Maximum aggregate dividend limit unless a higher rate applies if credit facility availability falls below a specified threshold and the company cannot meet a specified fixed charge coverage ratio as of the most recently ended fiscal quarter. Aggregate Dividend Restriction Rate Limit Aggregate Dividend Restriction Rate Limit Maximum aggregate dividend limit based on a percentage of total assets unless a higher fixed amount applies if credit facility availability falls below a specified threshold and the company cannot meet a specified fixed charge coverage ratio as of the most recently ended fiscal quarter. Stock Repurchase Program, Authorized Amount Stock Repurchase Program, Authorized Amount Stock Repurchase Program, Remaining Authorized Repurchase Amount Stock Repurchase Program, Remaining Authorized Repurchase Amount Schedule of Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Weighted Average [Member] Weighted Average [Member] Land Improvements [Member] Land Improvements [Member] Buildings [Member] Building [Member] Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Entity [Abstract] Entity [Abstract] Entities [Table] Entities [Table] Entity Information [Line Items] Entity Information [Line Items] Document Type Document Type Document Annual Report Document Annual Report Document Period End Date Document Period End Date Document Transition Report Document Transition Report Entity File Number Entity File Number Entity Registrant Name Entity Registrant Name Amendment Flag Amendment Flag Entity Central Index Key Entity Central Index Key Current Fiscal Year End Date Current Fiscal Year End Date Document Fiscal Year Focus Document Fiscal Year Focus Document Fiscal Period Focus Document Fiscal Period Focus Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code Entity Tax Identification Number Entity Tax Identification Number Entity Address, Address Line One Entity Address, Address Line One Entity Address, City or Town Entity Address, City or Town Entity Address, State or Province Entity Address, State or Province Entity Address, Postal Zip Code Entity Address, Postal Zip Code City Area Code City Area Code Local Phone Number Local Phone Number Title of 12(b) Security Title of 12(b) Security Trading Symbol Trading Symbol Security Exchange Name Security Exchange Name Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Entity Voluntary Filers Entity Voluntary Filers Entity Current Reporting Status Entity Current Reporting Status Entity Interactive Data Current Entity Interactive Data Current Entity Filer Category Entity Filer Category Entity Small Business Entity Small Business Entity Emerging Growth Company Entity Emerging Growth Company Entity Shell Company Entity Shell Company Entity Public Float Entity Public Float Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Documents Incorporated by Reference [Text Block] Documents Incorporated by Reference [Text Block] Supplementary Financial Statement Information Additional Financial Information Disclosure [Text Block] Business Acquisition [Axis] Business Acquisition [Axis] Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] Precision Partners Holding Company [Member] Precision Partners Holding Company [Member] Precision Partners Holding Company [Member] Selling, General and Administrative Expenses [Member] Selling, General and Administrative Expenses [Member] Entity Number Of Plants EntityNumberOfPlants EntityNumberOfPlants Business Combination, Acquisition Related Costs Business Combination, Acquisition Related Costs Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Table] Fair Value, Recurring and Nonrecurring [Table] Measurement Input Type [Axis] Measurement Input Type [Axis] Measurement Input, Counterparty Credit Risk [Member] Measurement Input Type [Domain] Measurement Input, Counterparty Credit Risk [Member] Measurement Input, Counterparty Credit Risk [Member] Asset Class [Axis] Asset Class [Axis] Asset Class [Domain] Asset Class [Domain] Assets [Member] Derivative Financial Instruments, Assets [Member] Liability Class [Axis] Liability Class [Axis] Fair Value by Liability Class [Domain] Fair Value by Liability Class [Domain] Liability [Member] Derivative Financial Instruments, Liabilities [Member] Estimate of Fair Value Measurement [Member] Estimate of Fair Value Measurement [Member] Reported Value Measurement [Member] Reported Value Measurement [Member] Cash and Cash Equivalents [Member] Cash and Cash Equivalents [Member] Other Current Assets [Member] Other Current Assets [Member] Other Noncurrent Assets [Member] Other Noncurrent Assets [Member] Long-term Debt [Member] Long-term Debt [Member] Fair Value by Fair Value Hierarchy Level [Axis] Fair Value, Measurements, Fair Value Hierarchy [Domain] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Benchmark interest rates for asset contracts (in hundredths) Derivative Asset, Measurement Input Benchmark interest rates for liability contracts (in hundredths) Derivative Liability, Measurement Input Assets measured at fair value Assets, Fair Value Disclosure [Abstract] Cash and cash equivalents Cash and Cash Equivalents, Fair Value Disclosure Derivative assets, current Derivative Asset, Current Derivative Asset, Noncurrent Derivative Asset, Noncurrent Assets measured at fair value Assets, Fair Value Disclosure Liabilities measured at fair value Liabilities, Fair Value Disclosure [Abstract] Derivative liabilities, current Derivative Liability, Current Derivative liabilities, noncurrent Derivative Liability, Noncurrent Liabilities measured at fair value Financial and Nonfinancial Liabilities, Fair Value Disclosure Long-term debt, including current maturities Debt Instrument, Fair Value Disclosure Retirement Benefits, Description [Abstract] Components of pension and OPEB (income) expense: Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] Service cost Defined Benefit Plan, Service Cost Interest cost Defined Benefit Plan, Interest Cost Expected return on plan assets Defined Benefit Plan, Expected Return (Loss) on Plan Assets Amortization of prior service cost (credit) Defined Benefit Plan, Amortization of Prior Service Cost (Credit) Recognized net actuarial loss (gain): Defined Benefit Plan, Recognized Net Actuarial Loss Gain [Abstract] Defined Benefit Plan, Recognized Net Actuarial Loss Gain Annual amortization Defined Benefit Plan, Amortization of Gain (Loss) Settlement (gain) loss Termination benefits—Ashland Works Defined Benefit Plan, Cost of Providing Special and Contractual Termination Benefits Pension and OPEB (income) expense Expense for defined contribution plans Defined Contribution Plan, Cost Basis of Presentation Consolidation, Subsidiaries or Other Investments, Consolidated Entities, Policy [Policy Text Block] Use of Estimates Use of Estimates, Policy [Policy Text Block] Revenue Recognition Revenue from Contract with Customer [Policy Text Block] Cost of Products Sold Cost of Goods and Service [Policy Text Block] Share-Based Compensation Share-based Payment Arrangement [Policy Text Block] Legal Fees Legal Costs, Policy [Policy Text Block] Income Taxes Income Tax, Policy [Policy Text Block] Cash Equivalents Cash and Cash Equivalents, Policy [Policy Text Block] Inventory Inventory, Policy [Policy Text Block] Property, Plant and Equipment Property, Plant and Equipment, Policy [Policy Text Block] Property, Plant and Equipment, Planned Major Maintenance Activities Property, Plant and Equipment, Planned Major Maintenance Activities, Policy [Policy Text Block] Property, Plant and Equipment, Impairment or Disposal of Long-Lived Assets Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] Leases Lessee, Leases [Policy Text Block] Equity Method Investments Equity Method Investments [Policy Text Block] Debt Issuance Costs Debt, Policy [Policy Text Block] Pension and Other Postretirement Benefits Pension and Other Postretirement Plans, Policy [Policy Text Block] Concentrations of Credit Risk Concentration Risk, Credit Risk, Policy [Policy Text Block] Concentrations of Credit Risk, Trade Accounts Receivable Accounts Receivable [Policy Text Block] Labor Agreements Union Contracts [Policy Text Block] Disclosure of concentration of risks related to union contracts Financial Instruments, Derivatives Derivatives, Policy [Policy Text Block] Asbestos and Environmental Reserves Environmental Costs, Policy [Policy Text Block] New Accounting Pronouncements New Accounting Pronouncements, Policy [Policy Text Block] Effective Income Tax Rate Reconciliation, Amount [Abstract] Income tax expense at U.S. federal statutory rate Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount Income tax expense calculated on noncontrolling interests Effective Income Tax Rate Reconciliation, Noncontrolling Interest Income (Loss), Amount State and foreign tax expense, net of federal tax Income Tax Reconciliation State And Foreign Tax Expense Net Of Federal Tax The portion of the difference, between total income tax expense or benefit as reported in the Income Statement for the period and the expected income tax expense or benefit computed by applying the domestic federal statutory income tax rates to pretax income from continuing operations, that is attributable to state and local income tax expense or benefit or to total foreign income tax expense or benefit. Increase (decrease) in deferred tax asset valuation allowance Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount Amount allocated to other comprehensive income Income Tax Effects Allocated Directly to Equity Remeasurement of deferred taxes for U.S. tax legislation Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount Transition tax on foreign earnings Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Amount Non-deductible compensation Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Amount Other permanent differences Effective Income Tax Rate Reconciliation, Other Permanent Differences Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to permanent differences. Other differences Effective Income Tax Rate Reconciliation, Other Adjustments, Amount Income tax expense (benefit) Income Tax Expense (Benefit) Tax Cuts and Jobs Act, Transition Tax for Accumulated Foreign Earnings, Income Tax Expense Tax Cuts and Jobs Act, Transition Tax for Accumulated Foreign Earnings, Income Tax Expense Debt Disclosure [Abstract] Long-term Debt and Other Financing Debt Disclosure [Text Block] Derivative [Table] Euro Member Countries, Euro Euro Member Countries, Euro Iron Ore [Member] Iron Ore [Member] Information on commodity derivative contracts in metric tons of iron ore. Derivative [Line Items] Derivative [Line Items] Derivative, Nonmonetary Notional Amount Derivative, Nonmonetary Notional Amount Derivative, Notional Amount Derivative, Notional Amount Derivative, Collateral, Right to Reclaim Cash Derivative, Collateral, Right to Reclaim Cash Earnings Per Share [Abstract] Net income attributable to AK Steel Holding Corporation Common shares outstanding (weighted-average shares in millions) [Abstract] Weighted Average Number of Shares Outstanding, Diluted [Abstract] Common shares outstanding for basic earnings per share (in shares) Weighted Average Number of Shares Outstanding, Basic Effect of exchangeable debt Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities Effect of dilutive stock-based compensation (in shares) Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements Common shares outstanding for diluted earnings per share (in shares) Weighted Average Number of Shares Outstanding, Diluted Basic earnings per share (in dollars per share) Diluted earnings per share (in dollars per share) Earnings Per Share, Diluted Potentially issuable common shares excluded from earnings per share calculation due to anti-dilutive effect (in millions of shares) Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Cash paid for operating leases within cash flows from operating activities Operating Lease, Payments Right-of-use assets obtained in exchange for operating lease liabilities Right-of-Use Asset Obtained in Exchange for Operating Lease Liability Weighted-average remaining lease term of operating leases (in years) Operating Lease, Weighted Average Remaining Lease Term Weighted-average discount rate for operating leases Operating Lease, Weighted Average Discount Rate, Percent Schedule of Quarterly Financial Information Quarterly Financial Information [Table Text Block] Balance Sheet Related Disclosures [Abstract] Class of Stock [Axis] Class of Stock [Axis] Class of Stock [Domain] Class of Stock [Domain] Common stock, shares authorized Common Stock, Shares Authorized Common stock, par value (in dollars per share) Common Stock, Par or Stated Value Per Share Common stock, shares issued Common Stock, Shares, Issued Common stock, shares outstanding Common Stock, Shares, Outstanding Treasury stock, shares Treasury Stock, Shares Defined Benefit Plan, Assumptions Used in Calculations [Abstract] Assumptions used to determine benefit obligations at December 31: Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] Discount rate Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate Rate of compensation increase Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase Interest crediting rate Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Interest Crediting Rate Weighted average rate increase on cash balance plans, used to determine benefit obligation of defined benefit plan. Subsequent year healthcare cost trend rate Defined Benefit Plan, Health Care Cost Trend Rate Assumed, Next Fiscal Year Ultimate healthcare cost trend rate Defined Benefit Plan, Ultimate Health Care Cost Trend Rate Year ultimate healthcare cost trend rate begins Defined Benefit Plan, Year Health Care Cost Trend Rate Reaches Ultimate Trend Rate Assumptions used to determine pension and OPEB expense (income) for the year ended December 31: Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] Discount rate Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate Expected return on plan assets Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets Rate of compensation increase Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Rate of Compensation Increase Interest crediting rate Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Interest Crediting Rate Weighted average rate increase on cash balance plans used to determine net periodic benefit cost of defined benefit plan. Quarterly Information (Unaudited) Quarterly Financial Information [Text Block] Income Tax Disclosure [Abstract] Tax Credit Carryforward [Table] Tax Credit Carryforward [Table] Tax Period [Axis] Tax Period [Axis] Tax Period [Domain] Tax Period [Domain] Earliest Tax Year [Member] Earliest Tax Year [Member] Latest Tax Year [Member] Latest Tax Year [Member] Income Tax Authority [Axis] Income Tax Authority [Axis] Income Tax Authority [Domain] Income Tax Authority [Domain] Domestic Tax Authority [Member] Domestic Tax Authority [Member] State and Local Jurisdiction [Member] State and Local Jurisdiction [Member] Tax Credit Carryforward [Axis] Tax Credit Carryforward [Axis] Tax Credit Carryforward, Name [Domain] Tax Credit Carryforward, Name [Domain] Research [Member] Research Tax Credit Carryforward [Member] Operating Loss and Tax Credit Carryforwards [Member] Operating Loss and Tax Credit Carryforwards [Member] Operating Loss and Tax Credit Carryforwards [Member] Operating Loss Carryforwards [Member] Operating Loss Carryforwards [Member] Operating Loss Carryforwards [Member] Tax Credit Carryforward [Line Items] Tax Credit Carryforward [Line Items] Operating Loss Carryforwards, Expiration Date Operating Loss Carryforwards, Expiration Date Tax Credit Carryforward, Amount Tax Credit Carryforward, Amount Tax Credit Carryforward, Expiration Date Tax Credit Carryforward, Expiration Date Deferred tax assets from operating loss and tax credit carryforwards Deferred Tax Assets Operating Loss and Tax Credit Carryforwards The sum of (1) the tax effects as of the balance sheet date of the amount of excesses of tax deductions over gross income in a year that cannot be used on the tax returns in the current year but can be carried forward to reduce taxable income in a future year and (2) the amount of unused tax credits that can be carried forward to reduce income taxes payable in a future year. Operating Loss and Tax Credit Carryforwards, Expiration Date Operating Loss and Tax Credit Carryforwards, Expiration Date Expiration date of operating loss and tax credit carryforwards, in CCYY-MM-DD format. Operating Loss Carryforwards Operating Loss Carryforwards Summary of Significant Accounting Policies Significant Accounting Policies [Text Block] Environmental and Legal Contingencies Legal Matters and Contingencies [Text Block] Statement of Financial Position [Abstract] Other Variable Interest Entities [Member] Other Variable Interest Entities [Member] Information about all other variable interest entities. ASSETS Assets [Abstract] Current assets: Assets, Current [Abstract] Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Accounts receivable, net Accounts Receivable, after Allowance for Credit Loss, Current Inventory Inventory, Net Other current assets Other Assets, Current Total current assets Assets, Current Property, plant and equipment Property, Plant and Equipment, Gross Accumulated depreciation Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Property, plant and equipment, net Property, Plant and Equipment, Net Other non-current assets: Assets, Noncurrent [Abstract] Goodwill and intangible assets Intangible Assets, Net (Including Goodwill) Other non-current assets Other assets (liabilities), net Other Assets (Liabilities), Net The net of other assets and liabilities as of the balance sheet date. TOTAL ASSETS Assets LIABILITIES AND EQUITY Liabilities and Equity [Abstract] Current liabilities: Liabilities, Current [Abstract] Accounts payable Accounts Payable, Current Accrued liabilities Accrued Liabilities, Current Current portion of pension and other postretirement benefit obligations Liability, Defined Benefit Plan, Current Total current liabilities Liabilities, Current Non-current liabilities: Liabilities, Noncurrent [Abstract] Long-term debt Long-term Debt, Excluding Current Maturities Pension and other postretirement benefit obligations Liability, Defined Benefit Plan, Noncurrent Other non-current liabilities Other Liabilities, Noncurrent TOTAL LIABILITIES Liabilities Equity: Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] Common stock, authorized 450,000,000 shares of $.01 par value each; issued 317,768,621 and 316,595,613 shares in 2019 and 2018; outstanding 316,401,478 and 315,535,765 shares in 2019 and 2018 Common Stock, Value, Issued Additional paid-in capital Additional Paid in Capital, Common Stock Treasury stock, common shares at cost, 1,367,143 and 1,059,848 shares in 2019 and 2018 Treasury Stock, Value Accumulated deficit Retained Earnings (Accumulated Deficit) Accumulated other comprehensive loss Accumulated Other Comprehensive Income (Loss), Net of Tax Total stockholders’ equity Stockholders' Equity Attributable to Parent Noncontrolling interests Stockholders' Equity Attributable to Noncontrolling Interest Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations TOTAL EQUITY Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest TOTAL LIABILITIES AND EQUITY Liabilities and Equity Schedule of Defined Benefit Plans Disclosures Schedule of Defined Benefit Plans Disclosures [Table Text Block] Schedule of Assumptions Used Defined Benefit Plan, Assumptions [Table Text Block] Schedule of Expected Benefit Payments Schedule of Expected Benefit Payments [Table Text Block] Schedule of Plan Assets Schedule of Allocation of Plan Assets [Table Text Block] Schedule of Net Benefit Costs Schedule of Net Benefit Costs [Table Text Block] Schedule of Multiemployer Plans Schedule of Multiemployer Plans [Table Text Block] Schedule of Long-term Debt Instruments [Table] Schedule of Long-term Debt Instruments [Table] Senior Secured Notes Due July 2023 [Member] Senior Secured Notes Due July 2023 [Member] Senior Secured Notes Due July 2023 [Member] Senior Notes Due October 2021 [Member] Senior Notes Due October 2021 [Member] Senior Notes Due October 2021 [Member] Unsecured Industrial Revenue Bonds [Member] Unsecured Industrial Revenue Bonds [Member] Unsecured Industrial Revenue Bonds [Member] Secured Industrial Revenue Bonds [Member] Secured Industrial Revenue Bonds [Member] Industrial Revenue Bonds backed by letters of credit. Industrial Revenue Bonds [Member] Industrial Revenue Bonds [Member] Industrial Revenue Bonds [Member] Exchangeable Senior Notes Due November 2019 [Member] Exchangeable Senior Notes Due November 2019 [Member] Exchangeable Senior Notes Due November 2019 [Member] Debt Instrument, Redemption, Period [Axis] Debt Instrument, Redemption, Period [Axis] Debt Instrument, Redemption, Period [Domain] Debt Instrument, Redemption, Period [Domain] Debt Instrument, Redemption, Period One [Member] Debt Instrument, Redemption, Period One [Member] Debt Instrument, Redemption, Period Two [Member] Debt Instrument, Redemption, Period Two [Member] Debt Instrument, Redemption, Period Three [Member] Debt Instrument, Redemption, Period Three [Member] Debt Instrument, Redemption, Period Four [Member] Debt Instrument, Redemption, Period Four [Member] Debt Instrument, Redemption, Period Five [Member] Debt Instrument, Redemption, Period Five [Member] Other Income (Expense) [Member] Other Nonoperating Income (Expense) [Member] Debt Instrument [Line Items] Debt Instrument [Line Items] Credit Facility Long-term Line of Credit Long-term debt, gross Long-term Debt, Gross Unamortized discount/premium and debt issuance costs Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net Total long-term debt Debt Instrument, Interest Rate, Stated Percentage (in hundredths) Debt Instrument, Maturity Date Debt Instrument, Maturity Date Assets Pledged as Collateral, Carrying Amount Debt Instrument, Collateral Amount Debt Instrument, Convertible, Effective Interest Rate Debt Instrument, Interest Rate, Effective Percentage Debt Instrument, Maturity Date Range, Start Debt Instrument, Maturity Date Range, Start Debt Instrument, Maturity Date Range, End Debt Instrument, Maturity Date Range, End Debt Instrument, Redemption Price Percentage Debt Instrument, Redemption Price, Percentage Debt Instrument, Redemption Period, Start Date Debt Instrument, Redemption Period, Start Date Debt Instrument, Redemption Period, End Date Debt Instrument, Redemption Period, End Date Debt Instrument, Repurchased Face Amount Debt Instrument, Repurchase Amount Gains (losses) on retirement of debt Long-term Debt, Weighted Average Interest Rate, at Point in Time Long-term Debt, Weighted Average Interest Rate, at Point in Time Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt Carrying Value of Long-term Debt Long-term Debt Inventory Disclosure [Abstract] Finished and semi-finished Inventory, Finished Goods and Work in Process, Net of Reserves Raw materials Inventory, Raw Materials, Net of Reserves Inventory Operating Leases Lessee, Operating Leases [Text Block] Environmental-related capital investments Environmental Costs Recognized, Capitalized in Period Environmental compliance costs Environmental compliance costs Payments for operating costs to comply with environmental regulations including pollution control costs Supplemental Cash Flow Information [Abstract] Schedule of cash flow, supplemental disclosures Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] Schedule of non-cash investing and financing activities Schedule of Other Significant Noncash Transactions [Table Text Block] Income Taxes Income Tax Disclosure [Text Block] Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent Undistributed Earnings of Foreign Subsidiaries Undistributed Earnings of Foreign Subsidiaries Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount Current: Current Income Tax Expense (Benefit), Continuing Operations [Abstract] Federal Current Federal Tax Expense (Benefit) State Current State and Local Tax Expense (Benefit) Foreign Current Foreign Tax Expense (Benefit) Deferred: Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] Federal Deferred Federal Income Tax Expense (Benefit) State Deferred State and Local Income Tax Expense (Benefit) Deferred Foreign Income Tax Expense (Benefit) Deferred Foreign Income Tax Expense (Benefit) Change in valuation allowance on beginning-of-the-year deferred tax assets Valuation Allowance, Deferred Tax Asset, Change in Beginning of the Year Amount Adjustments of the beginning-of-the-year balance of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years. Statement of Comprehensive Income [Abstract] Other comprehensive income, before tax: Other Comprehensive Income (Loss), before Tax [Abstract] Foreign currency translation gain (loss) Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax Cash flow hedges: Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax [Abstract] Gains (losses) arising in period Reclassification of losses (gains) to net income Pension and OPEB plans: Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, before Tax [Abstract] Prior service credit (cost) arising in period Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), before Tax Gains (losses) arising in period Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, before Tax Reclassification of prior service cost (credits) included in net income Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, before Tax Reclassification of losses (gains) included in net income Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, before Tax Other comprehensive income (loss), before tax Other Comprehensive Income (Loss), before Tax Income tax expense in other comprehensive income Other Comprehensive Income (Loss), Tax Other comprehensive income (loss) Other Comprehensive Income (Loss), Net of Tax Comprehensive income Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest Less: Comprehensive income attributable to noncontrolling interests Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest Comprehensive income attributable to AK Steel Holding Corporation Comprehensive Income (Loss), Net of Tax, Attributable to Parent Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] Accumulated Other Comprehensive Income (Loss) [Table] Accumulated Other Comprehensive Income (Loss) [Table] Pension and OPEB Expense (Income) [Member] Pension and OPEB Expense (Income) [Member] Primary financial statement caption in which reported facts about pension and OPEB expense (income) not separately disclosed have been included. Accumulated Other Comprehensive Income (Loss) [Line Items] Accumulated Other Comprehensive Income (Loss) [Line Items] Foreign currency translation Foreign Currency Translation [Abstract] Balance at beginning of period Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax [Abstract] Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax [Abstract] Balance at end of period Cash flow hedges Cash Flow Hedges [Abstract] Cash Flow Hedges Balance at beginning of period AOCI, Cash Flow Hedge, Cumulative Gain (Loss), after Tax Cumulative effect of adopting new hedging standard Cumulative Effect of New Accounting Principle in Period of Adoption Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax [Abstract] Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax [Abstract] Income tax expense (benefit) Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax Gains (losses) arising in period, net of tax Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, before Tax [Abstract] Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, before Tax [Abstract] Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, before Tax [Abstract] Income tax (expense) benefit (b) Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax Net amount of reclassification of losses (gains) to net income (loss), net of tax Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax Total other comprehensive income (loss), net of tax Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax Balance at end of period Pension and OPEB Plans Pension and Other Postretirement Benefits [Abstract] Pension and Other Postretirement Benefits Balance at beginning of period Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax [Abstract] Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax [Abstract] Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment and Tax Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment and Tax Income tax expense (benefit) Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment, Tax Gains (losses) arising in period, net of tax Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment, after Tax Other Comprehensive Income (Loss), Reclassification Adjustment, Pension and Other Postretirement Benefit Plans, Included in Net Income, before Tax [Abstract] Other Comprehensive Income (Loss), Reclassification Adjustment, Pension and Other Postretirement Benefit Plans, Included in Net Income, before Tax [Abstract] Other Comprehensive Income (Loss), Reclassification Adjustment, Pension and Other Postretirement Benefit Plans, Included in Net Income, before Tax Reclassification of actuarial (gains) losses included in net income (loss) Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, before Tax Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, before Tax Income tax (expense) benefit Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, Tax Amount of reclassification to net income (loss), net of tax Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, after Tax Total other comprehensive income (loss), net of tax Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax Balance at end of period Multiemployer Plans [Abstract] Schedule of Multiemployer Plans [Table] Schedule of Multiemployer Plans [Table] Restructuring Type [Axis] Restructuring Type [Axis] Type of Restructuring [Domain] Type of Restructuring [Domain] Multiemployer Plan Withdrawal [Member] Multiemployer Plan Withdrawal [Member] Multiemployer Plan Withdrawal [Member] Mansfield Works [Member] Mansfield Works [Member] Information on the Mansfield Works environmental contingency. Multiemployer Plan Name [Axis] Multiemployer Plan Name [Axis] Multiemployer Plan Name [Domain] Multiemployer Plan Name [Domain] Steelworkers Pension Trust [Member] Steelworkers Pension Trust [Member] Steelworkers Pension Trust IAM National Pension Fund's National Pension Plan [Member] IAM National Pension Fund's National Pension Plan [Member] IAM National Pension Fund's National Pension Plan Multiemployer Plans [Line Items] Multiemployer Plans [Line Items] Withdrawal Liability Potential increase to contributions to multiemployer plans Multiemployer Plan, Contribution Increase (Decrease) Increase (decrease) in employer's contractual contribution to multi-employer plan. Multiemployer Plan, Contributions by Employer Multiemployer Plan, Contributions by Employer Derivative Instruments and Hedging Activities Disclosure [Abstract] Outstanding commodity price swaps and options and forward foreign exchange contracts Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block] Fair value of derivative instruments in the condensed consolidated balance sheets Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] Gains (losses) on derivative instruments included in the condensed consolidated statements of operations Derivative Instruments, Gain (Loss) [Table Text Block] Amount of gains (losses) expected to be reclassified into earnings within the next twelve months Schedule of amount of gains (losses) expected to be reclassified into earnings within the next twelve months [Table Text Block] Tabular disclosure of the amount of gains (losses) expected to be reclassified into earnings within the next twelve months. Derivative Instruments and Hedging Activities Derivative Instruments and Hedging Activities Disclosure [Text Block] Accumulated Other Comprehensive Income (Loss), Net of Tax Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] Research and development costs Research and Development Expense Information on pending asbestos cases [Table] Information on pending asbestos cases [Table] Information on pending asbestos cases [Table] Information on pending asbestos cases [Axis] Information on pending asbestos cases [Axis] Information on range of claims related to asbestos pending cases. Information on pending asbestos cases [Domain] Information on pending asbestos cases [Domain] Identify the information on range of claims related to pending asbestos cases. Asbestos Claims With Specific Dollar Claim For Damages [Member] Asbestos Claims With Specific Dollar Claim For Damages. Asbestos Claims Without Specific Dollar Claim For Damages [Member] Asbestos Claims Without a Specific Dollar Claim For Damages [Member] Asbestos Issue [Member] Asbestos Issue [Member] Claims Range [Axis] Claims Range [Axis] Information by claims range, including, but not limited to, upper and lower bounds. Claims Range [Domain] Claims Range [Domain] Extent of variation, for example, but not limited to, upper and lower bounds. Asbestos claims up to $0.2 [Member] Asbestos Claims of Range 1 [Member] The dollar amount of claimed per plaintiff in asbestos-related lawsuits filed against the company, first range. Asbestos claims above $0.2 to $5.0 [Member] Asbestos Claims Range 2 [Member] The dollar amount claimed per plaintiff in asbestos-related lawsuits filed against the company, second range. Asbestos claims above $5.0 to $20.0 [Member] Asbestos Claims of Range 3 [Member] The dollar amount claimed per plaintiff in asbestos-related lawsuits filed against the company, third range. Information on pending asbestos cases [Line Items] Loss Contingencies [Line Items] Total asbestos cases pending Loss Contingency, Pending Claims, Number Claims with specific dollar claims for damages [Abstract] Claims with specific dollar claims for damages [Abstract] Claims with specific dollar claims for damages [Abstract] Asbestos Lawsuits Pending With Dollars Lower Range Asbestos Lawsuits Pending With Dollars Lower Range The minimum dollar amount claimed per plaintiff in asbestos-related lawsuits filed against the company. Asbestos Lawsuits Pending With Dollars Upper Range Asbestos Lawsuits Pending With Dollars Upper Range The maximum dollar amount claimed per plaintiff in asbestos-related lawsuits filed against the company. Asbestos Lawsuits Pending With Dollars Number Of Plaintiffs Loss Contingency, Number of Plaintiffs Asbestos Lawsuits Pending With Dollars Number Of Defendants Loss Contingency, Number of Defendants Long-term Purchase Commitment [Table] Long-term Purchase Commitment [Table] Purchase Commitment, Excluding Long-term Commitment [Axis] Purchase Commitment, Excluding Long-term Commitment [Axis] Purchase Commitment, Excluding Long-term Commitment [Domain] Purchase Commitment, Excluding Long-term Commitment [Domain] Capital Investment Commitments [Member] Capital Investment Commitments [Member] Capital Investment Commitments Long-term Purchase Commitment [Line Items] Long-term Purchase Commitment [Line Items] Commitments for future capital investments Purchase Obligation, Due in Next Twelve Months Variable Interest Entities Disclosure [Text Block] Variable Interest Entity Disclosure [Text Block] Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest [Abstract] United States Income (Loss) from Continuing Operations before Income Taxes, Domestic Foreign Income (Loss) from Continuing Operations before Income Taxes, Foreign Noncontrolling interests Income Loss From Continuing Operations Before Income Taxes Noncontrolling Interests The portion of earnings or loss from continuing operations before income taxes that is attributable to noncontrolling interests. Income before income taxes Statement of Stockholders' Equity [Abstract] Equity Components [Axis] Equity Components [Axis] Equity Component [Domain] Equity Component [Domain] Common Stock [Member] Common Stock [Member] Additional Paid-in Capital [Member] Additional Paid-in Capital [Member] Treasury Stock [Member] Treasury Stock [Member] Accumulated Deficit [Member] Retained Earnings [Member] Accumulated Other Comprehensive Income (Loss) [Member] AOCI Attributable to Parent [Member] Noncontrolling Interests [Member] Noncontrolling Interest [Member] Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Balance at beginning of period Share-based compensation Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture Share-based compensation APIC, Share-based Payment Arrangement, Increase for Cost Recognition Stock options exercised Stock Issued During Period, Value, Stock Options Exercised Exchangeable notes exchange feature Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt, Subsequent Adjustments Purchase of treasury stock Treasury Stock, Value, Acquired, Cost Method Change in accumulated other comprehensive loss Net income attributable to noncontrolling interests Net Income (Loss) Attributable to Noncontrolling Interest Net distributions to noncontrolling interests Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders Balance at end of period Loss Contingency, Claims Quantities [Abstract] Loss Contingency, Quantities [Abstract] New Claims Filed Loss Contingency, New Claims Filed, Number Pending Claims Disposed Of Loss Contingency, Claims Settled and Dismissed, Number Liability for Asbestos and Environmental Claims, Net, Claims Paid Liability for Asbestos and Environmental Claims, Gross, Payment for Claims Loss Contingency, Jointly And Severally Liable In Litigation Loss Contingency, Jointly And Severally Liable In Litigation Amount of loss contingency shared with parties jointly and severally. Revenue [Abstract] Revenue [Abstract] Disaggregation of Revenue [Table] Disaggregation of Revenue [Table] Industry Sector [Axis] Industry Sector [Axis] Industry Sector [Domain] Industry Sector [Domain] Infrastructure and Manufacturing Market [Member] Infrastructure and Manufacturing Market [Member] Infrastructure and Manufacturing market Distributors and Converters Market [Member] Distributors and Converters Market [Member] Distributors and Converters market Product and Service [Axis] Product and Service [Axis] Product and Service [Domain] Product and Service [Domain] Carbon [Member] Carbon [Member] Carbon product line. Stainless And Electrical [Member] Stainless And Electrical [Member] Stainless and electrical product line Other Product Lines [Member] Other Product Lines [Member] Product lines not otherwise specified. Geographical [Axis] Geographical [Axis] Geographical [Domain] Geographical [Domain] Non-US [Member] Non-US [Member] Disaggregation of Revenue [Line Items] Disaggregation of Revenue [Line Items] Pension and Other Postretirement Benefits Pension and Other Postretirement Benefits Disclosure [Text Block] Site Contingency [Table] Site Contingency [Table] Environmental Remediation Site [Axis] Environmental Remediation Site [Axis] Environmental Remediation Site [Domain] Environmental Remediation Site [Domain] Hamilton Plant [Member] Hamilton Plant [Member] Information on the Hamilton Plant environmental contingency. Ashland coke plant [Member] Ashland coke plant [Member] Ashland, KY coke plant Ambridge Works [Member] Ambridge Works [Member] Information on the Ambridge Works environmental contingency. Middletown Works RCRA Site [Member] Middletown Works RCRA Site [Member] Middletown Works RCRA Site Zanesville Works RCRA [Member] Zanesville Works RCRA [Member] Zanesville Works RCRA Site [Member] Site Contingency [Line Items] Site Contingency [Line Items] Site contingency accrual, undiscounted amount Accrual for Environmental Loss Contingencies, Gross Supplemental Guarantor Information Supplemental Guarantor Information Disclosure [Text Block] Disclosure comprising the consolidating financial statements (balance sheet, income statement and statement of cash flows) as required by SEC Regulation S-X 3-10 for guarantors of securities. Earnings Per Share Earnings Per Share [Text Block] Related Party Transactions [Abstract] Sales to equity investees Revenue from Related Parties Purchases from equity investees Related Party Transaction, Purchases from Related Party Accounts receivable from equity investees Accounts Receivable, Related Parties Accounts payable to equity investees Accounts Payable, Related Parties Components of Deferred Tax Assets and Liabilities [Abstract] Deferred tax assets: Deferred Tax Assets, Net [Abstract] Net operating and capital loss and tax credit carryforwards Deferred Tax Assets Operating And Capital Loss And Tax Credit Carryforwards The sum of (1) the tax effects as of the balance sheet date of the amount of excesses of tax deductions over gross income in a year that cannot be used on the tax returns in the current year but can be carried forward to reduce taxable income in a future year, (2) net capital losses in the current year that can be used to offset capital gains or ordinary income and (3) the amount of unused tax credits that can be carried forward to reduce income taxes payable in a future year. Postretirement benefits Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Postretirement Benefits Pension benefits Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Pensions Leases Deferred Tax Assets, Leasing Arrangements Amount of deferred tax asset attributable to deductible temporary differences from leasing arrangements. Inventories Deferred Tax Assets, Inventory Other assets Deferred Tax Assets, Other Valuation allowance Deferred Tax Assets, Valuation Allowance Total deferred tax assets Deferred Tax Assets, Net of Valuation Allowance Deferred tax liabilities: Deferred Tax Liabilities, Gross [Abstract] Depreciable assets Deferred Tax Liabilities, Property, Plant and Equipment Leases Deferred Tax Liabilities, Leasing Arrangements Other liabilities Deferred Tax Liabilities, Other Total deferred tax liabilities Deferred Tax Liabilities, Gross Net deferred tax liabilities Deferred Tax Liabilities, Net Earnings per share Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Operating leases Operating Lease, Cost Short-term leases Short-term Lease, Cost Variable lease costs Variable Lease, Cost Lease cost Lease, Cost Rent Expense Operating Leases, Rent Expense Valuation Allowance [Table] Valuation Allowance [Table] Included in income tax expense (benefit) [Member] Included In Income Tax Expense (Benefit) [Member] Included In Income Tax Expense (Benefit) [Member] Change in deferred assets in other comprehensive income [Member] Change In Deferred Assets Related To Other Comprehensive Income [Member] Change In Deferred Assets Related To Other Comprehensive Income [Member] Effect of tax rate changes [Member] Effect of tax rate changes [Member] Effect of tax rate changes [Member] Valuation Allowance [Line Items] Valuation Allowance [Line Items] SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] Balance at beginning of year Change in valuation allowance Balance at end of year Comprehensive Income (Loss) Comprehensive Income (Loss) Note [Text Block] Acquisition of Precision Partners Business Combination Disclosure [Text Block] Schedule of Equity Method Investments [Table] Schedule of Equity Method Investments [Table] Recorded Unconditional Purchase Obligation by Category of Item Purchased [Axis] Recorded Unconditional Purchase Obligation by Category of Item Purchased [Axis] Unconditional Purchase Obligation, Category of Goods or Services Acquired [Domain] Unconditional Purchase Obligation, Category of Goods or Services Acquired [Domain] Transportation Agreement [Member] Transportation Agreement [Member] Information related to transportation agreements Investment, Name [Axis] Investment, Name [Axis] Investment, Name [Domain] Investment, Name [Domain] Combined Metals of Chicago, LLC [Member] Combined Metals of Chicago, LLC [Member] Combined Metals of Chicago, LLC Delaco Processing, LLC [Member] Delaco Processing, LLC [Member] Delaco Processing, LLC [Member] Rockport Roll Shop LLC [Member] Rockport Roll Shop LLC [Member] Rockport Roll Shop LLC Spartan Steel Coating, LLC [Member] Spartan Steel Coating, LLC [Member] Spartan Steel Coating, LLC [Member] Schedule of Equity Method Investments [Line Items] Schedule of Equity Method Investments [Line Items] Equity method investment, ownership percentage (in hundredths) Equity Method Investment, Ownership Percentage Share of income (loss) from equity method investments Income (Loss) from Equity Method Investments Difference between carrying amount and underlying equity Equity Method Investment, Difference Between Carrying Amount and Underlying Equity Credit for adjustment of liability for transportation costs Gain (Loss) on Contract Termination Income Tax Uncertainties [Abstract] Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit Reconciliation of Unrecognized Tax Benefits Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Balance at beginning of year Unrecognized Tax Benefits Decreases for prior year tax positions Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions Increases (decreases) for current year tax positions Unrecognized Tax Benefits Increases (Decreases) For Current Year Tax Positions The net amount of increases (decreases) in unrecognized tax benefits resulting from tax positions that have been or will be taken in the tax return for the current period, excluding amounts pertaining to examined tax returns. Increases (decreases) related to tax rate changes (a) Unrecognized Tax Benefits Increases (Decreases) Related to Tax Rate Changes The net amount of increases (decreases) in unrecognized tax benefits resulting from tax rate changes. Balance at end of year Unrecognized Tax Benefits that Would Impact Effective Tax Rate Unrecognized Tax Benefits that Would Impact Effective Tax Rate Unrecognized tax benefits that would result in adjustments to other tax accounts Unrecognized Tax Benefits That Would Result In Adjustments To Other Tax Accounts Tax benefits that if recognized would result in adjustments to other tax accounts primarily deferred taxes. Schedule of Long-term Debt Instruments Schedule of Long-term Debt Instruments [Table Text Block] Schedule of Maturities of Long-term Debt Schedule of Maturities of Long-term Debt [Table Text Block] Lease Maturity [Abstract] Lease Maturity [Abstract] Lessee, Lease Liability, Maturity [Table] Lessee, Lease Liability, Maturity [Table] Lessee, Lease Liability, Maturity [Table] Lessee, Lease Liability, Maturity [Line Items] Lessee, Lease Liability, Maturity [Line Items] [Line Items] for Lessee, Lease Liability, Maturity [Table] Lessee Remaining Lease Term Lessee Remaining Lease Term Lessee Remaining Lease Term Lessee, Operating Lease, Renewal Term Lessee, Operating Lease, Renewal Term Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months Lessee, Operating Lease, Liability, Payments, Due Year Two Lessee, Operating Lease, Liability, Payments, Due Year Two Lessee, Operating Lease, Liability, Payments, Due Year Three Lessee, Operating Lease, Liability, Payments, Due Year Three Lessee, Operating Lease, Liability, Payments, Due Year Four Lessee, Operating Lease, Liability, Payments, Due Year Four Lessee, Operating Lease, Liability, Payments, Due Year Five Lessee, Operating Lease, Liability, Payments, Due Year Five Lessee, Operating Lease, Liability, Payments, Due after Year Five Lessee, Operating Lease, Liability, Payments, Due after Year Five Lessee, Operating Lease, Liability, Payments, Due Lessee, Operating Lease, Liability, Payments, Due Lessee, Operating Lease, Liability, Undiscounted Excess Amount Lessee, Operating Lease, Liability, Undiscounted Excess Amount Operating Lease, Liability Operating Lease, Liability, Current Operating Lease, Liability, Current Operating Lease, Liability, Noncurrent Operating Lease, Liability, Noncurrent Actuarial Gain (Loss) Changes [Axis] Actuarial Gain (Loss) Changes [Axis] Change in actuarial gain (loss) for the period Actuarial Gain (Loss) Changes [Domain] Actuarial Gain (Loss) Changes [Domain] [Domain] for Change in actuarial gain (loss) for the period Defined Benefit Plan Mortality Table [Member] Defined Benefit Plan Mortality Table [Member] Defined Benefit Plan Mortality Table Defined Benefit Plan Discount Rate [Member] Defined Benefit Plan Discount Rate [Member] Defined Benefit Plan Discount Rate Defined Benefit Plan Asset Return [Member] Defined Benefit Plan Asset Return [Member] Defined Benefit Plan Asset Return Future pension contributions in next fiscal year Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year Defined Benefit Plans, Estimated Future Employer Contributions, Year Two Defined Benefit Plans, Estimated Future Employer Contributions, Year Two Amount of employer's best estimate of contributions expected to be paid to the plan in the second fiscal year beginning after the date of the latest statement of financial position. 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Selling and administrative expenses Selling, General and Administrative Expense Ashland Works closure Restructuring Charges Excluding Pension And OPEB Termination Benefits Amount of expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses related to a discontinued operation or an asset retirement obligation and Pension and OPEB termination benefits. 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Supplementary cash flow, noncash investing and financing activities [Abstract] Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] Capital investments Capital Expenditures Incurred but Not yet Paid Issuance of restricted stock and restricted stock units Stock Issued Interest, net of capitalized interest Interest Paid, Excluding Capitalized Interest, Operating Activities Income taxes Income Taxes Paid, Net Fair Values Derivatives, Balance Sheet Location, by Derivative Contract Type [Table] Hedging Designation [Axis] Hedging Designation [Axis] Hedging Designation [Domain] Hedging Designation [Domain] Designated as Hedging Instrument [Member] Designated as Hedging Instrument [Member] Not Designated as Hedging Instrument [Member] Not Designated as Hedging Instrument [Member] Derivatives, Fair Value [Line Items] Derivatives, Fair Value [Line Items] Derivative liabilities, current Derivative liabilities, noncurrent Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Award Type [Domain] Performance Shares [Member] Performance Shares [Member] Long-term Performance Plan [Member] Long-term Performance Plan [Member] Shares or units awarded to employees for meeting certain performance targets under the long-term performance plan. 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htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Supplementary Financial Statement Information - Revenue (Details) - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Disaggregation of Revenue [Line Items]                      
Net sales $ 1,445.7 $ 1,535.5 $ 1,680.5 $ 1,697.7 $ 1,677.1 $ 1,735.6 $ 1,746.6 $ 1,658.9 $ 6,359.4 $ 6,818.2 $ 6,080.5
Non-US [Member]                      
Disaggregation of Revenue [Line Items]                      
Net sales                 569.4 634.8 627.1
Carbon [Member]                      
Disaggregation of Revenue [Line Items]                      
Net sales                 4,143.6 4,409.1 4,034.5
Stainless And Electrical [Member]                      
Disaggregation of Revenue [Line Items]                      
Net sales                 1,617.5 1,793.8 1,687.6
Other Product Lines [Member]                      
Disaggregation of Revenue [Line Items]                      
Net sales                 598.3 615.3 358.4
Automotive Market [Member]                      
Disaggregation of Revenue [Line Items]                      
Net sales                 4,172.2 4,284.7 3,951.5
Infrastructure and Manufacturing Market [Member]                      
Disaggregation of Revenue [Line Items]                      
Net sales                 1,006.0 1,049.1 948.0
Distributors and Converters Market [Member]                      
Disaggregation of Revenue [Line Items]                      
Net sales                 $ 1,181.2 $ 1,484.4 $ 1,181.0

XML 19 R40.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2019
Fair Value Disclosures [Abstract]  
Fair value assets and liabilities measured on a recurring basis
Assets and liabilities measured at fair value on a recurring basis are presented below:
 
2019
 
2018
 
Level 1
 
Level 2
 
Total
 
Level 1
 
Level 2
 
Total
Assets measured at fair value
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
31.0

 
$
—

 
$
31.0

 
$
48.6

 
$
—

 
$
48.6

Other current assets:
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
—

 
—

 
—

 
—

 
0.1

 
0.1

Commodity hedge contracts
—

 
12.9

 
12.9

 
—

 
13.0

 
13.0

Other non-current assets:
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
—

 
0.1

 
0.1

 
—

 
0.4

 
0.4

Commodity hedge contracts
—

 
2.7

 
2.7

 
—

 
2.9

 
2.9

Assets measured at fair value
$
31.0

 
$
15.7

 
$
46.7

 
$
48.6

 
$
16.4

 
$
65.0

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities measured at fair value
 
 
 
 
 
 
 
 
 
 
 
Accrued liabilities:
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
$
—

 
$
(0.5
)
 
$
(0.5
)
 
$
—

 
$
(1.2
)
 
$
(1.2
)
Commodity hedge contracts
—

 
(16.5
)
 
(16.5
)
 
—

 
(5.9
)
 
(5.9
)
Other non-current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
—

 
(0.2
)
 
(0.2
)
 
—

 
(1.5
)
 
(1.5
)
Commodity hedge contracts
—

 
(1.9
)
 
(1.9
)
 
—

 
(1.6
)
 
(1.6
)
Liabilities measured at fair value
$
—

 
$
(19.1
)
 
$
(19.1
)
 
$
—

 
$
(10.2
)
 
$
(10.2
)
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities measured at other than fair value
 
 
 
 
 
 
 
 
 
 
 
Long-term debt, including current portions:
 
 
 
 
 
 
 
 
 
 
 
Fair value
$
—

 
$
(2,023.5
)
 
$
(2,023.5
)
 
$
—

 
$
(1,852.4
)
 
$
(1,852.4
)
Carrying amount
—

 
(1,968.8
)
 
(1,968.8
)
 
—

 
(1,993.7
)
 
(1,993.7
)
XML 20 R44.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Supplementary Guarantor Information (Tables)
 12 Months Ended
Dec. 31, 2019
Supplemental Guarantor Information [Abstract]  
Condensed Statements of Comprehensive Income (Loss)
Condensed Statements of Comprehensive Income (Loss)
Year Ended December 31, 2019
 
 
AK
Holding
 
AK
Steel
 
Guarantor Subsidiaries
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated Company
Net sales
$
—

 
$
5,784.3

 
$
304.1

 
$
751.5

 
$
(480.5
)
 
$
6,359.4

Cost of products sold (exclusive of items shown separately below)
—

 
5,228.5

 
212.9

 
598.5

 
(433.6
)
 
5,606.3

Selling and administrative expenses
4.3

 
283.0

 
13.8

 
40.0

 
(45.9
)
 
295.2

Depreciation
—

 
142.1

 
8.5

 
42.0

 
—

 
192.6

Ashland Works closure
—

 
56.0

 
—

 
—

 
—

 
56.0

Total operating costs
4.3

 
5,709.6

 
235.2

 
680.5

 
(479.5
)
 
6,150.1

Operating profit (loss)
(4.3
)
 
74.7

 
68.9

 
71.0

 
(1.0
)
 
209.3

Interest expense
—

 
139.3

 
—

 
7.3

 
—

 
146.6

Pension and OPEB (income) expense
—

 
12.0

 
—

 
—

 
—

 
12.0

Other (income) expense
—

 
2.6

 
(23.2
)
 
(4.1
)
 
6.2

 
(18.5
)
Income (loss) before income taxes
(4.3
)
 
(79.2
)
 
92.1

 
67.8

 
(7.2
)
 
69.2

Income tax expense (benefit)
—

 
(25.4
)
 
23.0

 
10.5

 
(1.9
)
 
6.2

Equity in net income (loss) of subsidiaries
15.5

 
69.3

 
—

 
1.9

 
(86.7
)
 
—

Net income (loss)
11.2

 
15.5

 
69.1

 
59.2

 
(92.0
)
 
63.0

Less: Net income attributable to noncontrolling interests
—

 
—

 
—

 
51.8

 
—

 
51.8

Net income (loss) attributable to AK Steel Holding Corporation
11.2

 
15.5

 
69.1

 
7.4

 
(92.0
)
 
11.2

Other comprehensive income (loss)
32.0

 
32.0

 
—

 
(0.6
)
 
(31.4
)
 
32.0

Comprehensive income (loss) attributable to AK Steel Holding Corporation
$
43.2

 
$
47.5

 
$
69.1

 
$
6.8

 
$
(123.4
)
 
$
43.2


Condensed Statements of Comprehensive Income (Loss)
Year Ended December 31, 2018
 
 
AK
Holding
 
AK
Steel
 
Guarantor Subsidiaries
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated Company
Net sales
$
—

 
$
6,244.7

 
$
320.8

 
$
752.8

 
$
(500.1
)
 
$
6,818.2

Cost of products sold (exclusive of items shown separately below)
—

 
5,519.8

 
221.4

 
620.9

 
(451.1
)
 
5,911.0

Selling and administrative expenses
3.5

 
320.0

 
14.5

 
34.2

 
(49.6
)
 
322.6

Depreciation
—

 
171.5

 
8.0

 
40.7

 
—

 
220.2

Total operating costs
3.5

 
6,011.3

 
243.9

 
695.8

 
(500.7
)
 
6,453.8

Operating profit (loss)
(3.5
)
 
233.4

 
76.9

 
57.0

 
0.6

 
364.4

Interest expense
—

 
145.9

 
—

 
5.7

 
—

 
151.6

Pension and OPEB (income) expense
—

 
(19.2
)
 
—

 
—

 
—

 
(19.2
)
Other (income) expense
—

 
8.7

 
(16.4
)
 
(2.9
)
 
4.7

 
(5.9
)
Income (loss) before income taxes
(3.5
)
 
98.0

 
93.3

 
54.2

 
(4.1
)
 
237.9

Income tax expense (benefit)
—

 
(26.5
)
 
23.3

 
(2.0
)
 
(1.0
)
 
(6.2
)
Equity in net income (loss) of subsidiaries
189.5

 
65.0

 
—

 
0.7

 
(255.2
)
 
—

Net income (loss)
186.0

 
189.5

 
70.0

 
56.9

 
(258.3
)
 
244.1

Less: Net income attributable to noncontrolling interests
—

 
—

 
—

 
58.1

 
—

 
58.1

Net income (loss) attributable to AK Steel Holding Corporation
186.0

 
189.5

 
70.0

 
(1.2
)
 
(258.3
)
 
186.0

Other comprehensive income (loss)
(50.6
)
 
(50.6
)
 
—

 
(1.7
)
 
52.3

 
(50.6
)
Comprehensive income (loss) attributable to AK Steel Holding Corporation
$
135.4

 
$
138.9

 
$
70.0

 
$
(2.9
)
 
$
(206.0
)
 
$
135.4


Condensed Statements of Comprehensive Income (Loss)
Year Ended December 31, 2017
 
 
AK
Holding
 
AK
Steel
 
Guarantor Subsidiaries
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated Company
Net sales
$
—

 
$
5,755.1

 
$
285.9

 
$
496.3

 
$
(456.8
)
 
$
6,080.5

Cost of products sold (exclusive of items shown separately below)
—

 
5,082.0

 
197.7

 
387.2

 
(413.8
)
 
5,253.1

Selling and administrative expenses
3.7

 
285.5

 
13.5

 
26.9

 
(44.7
)
 
284.9

Depreciation
—

 
189.3

 
7.5

 
29.2

 
—

 
226.0

Asset impairment charge
—

 
75.6

 
—

 
—

 
—

 
75.6

Credit for adjustment of liability for transportation costs
—

 
(19.3
)
 
—

 
—

 
—

 
(19.3
)
Total operating costs
3.7

 
5,613.1

 
218.7

 
443.3

 
(458.5
)
 
5,820.3

Operating profit (loss)
(3.7
)
 
142.0

 
67.2

 
53.0

 
1.7

 
260.2

Interest expense
—

 
150.3

 
—

 
2.0

 
—

 
152.3

Pension and OPEB (income) expense
—

 
(71.9
)
 
—

 
—

 
—

 
(71.9
)
Other (income) expense
—

 
30.1

 
(11.4
)
 
(5.4
)
 
3.8

 
17.1

Income (loss) before income taxes
(3.7
)
 
33.5

 
78.6

 
56.4

 
(2.1
)
 
162.7

Income tax expense (benefit)
—

 
(29.4
)
 
29.9

 
(1.8
)
 
(0.9
)
 
(2.2
)
Equity in net income (loss) of subsidiaries
107.2

 
44.3

 
—

 
—

 
(151.5
)
 
—

Net income (loss)
103.5

 
107.2

 
48.7

 
58.2

 
(152.7
)
 
164.9

Less: Net income attributable to noncontrolling interests
—

 
—

 
—

 
61.4

 
—

 
61.4

Net income (loss) attributable to AK Steel Holding Corporation
103.5

 
107.2

 
48.7

 
(3.2
)
 
(152.7
)
 
103.5

Other comprehensive income (loss)
38.5

 
38.5

 
—

 
4.7

 
(43.2
)
 
38.5

Comprehensive income (loss) attributable to AK Steel Holding Corporation
$
142.0

 
$
145.7

 
$
48.7

 
$
1.5

 
$
(195.9
)
 
$
142.0
Condensed Balance Sheets

Condensed Balance Sheets
December 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
AK
Holding
 
AK
Steel
 
Guarantor Subsidiaries
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated Company
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
—

 
$
11.8

 
$
0.1

 
$
19.1

 
$
—

 
$
31.0

Accounts receivable, net
—

 
437.4

 
25.7

 
124.1

 
(9.3
)
 
577.9

Inventory
—

 
1,214.9

 
56.0

 
85.5

 
(10.2
)
 
1,346.2

Other current assets
—

 
59.1

 
0.2

 
5.9

 
—

 
65.2

Total current assets
—

 
1,723.2

 
82.0

 
234.6

 
(19.5
)
 
2,020.3

Property, plant and equipment
—

 
6,234.4

 
199.5

 
735.0

 
—

 
7,168.9

Accumulated depreciation
—

 
(4,917.2
)
 
(111.3
)
 
(208.5
)
 
—

 
(5,237.0
)
Property, plant and equipment, net
—

 
1,317.2

 
88.2

 
526.5

 
—

 
1,931.9

Other non-current assets:
 
 
 
 
 
 
 
 
 
 
 
Investment in subsidiaries
(3,108.8
)
 
2,023.7

 
—

 
72.0

 
1,013.1

 
—

Inter-company accounts
3,260.3

 
—

 
1,734.6

 
—

 
(4,994.9
)
 
—

Goodwill and intangible assets
—

 
—

 
32.8

 
260.6

 
—

 
293.4

Other non-current assets
—

 
248.6

 
2.8

 
93.6

 
—

 
345.0

TOTAL ASSETS
$
151.5

 
$
5,312.7

 
$
1,940.4

 
$
1,187.3

 
$
(4,001.3
)
 
$
4,590.6

LIABILITIES AND EQUITY (DEFICIT)
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
$
—

 
$
614.2

 
$
25.4

 
$
70.1

 
$
(4.6
)
 
$
705.1

Accrued liabilities
—

 
276.0

 
8.8

 
29.6

 
—

 
314.4

Current portion of pension and other postretirement benefit obligations
—

 
40.7

 
—

 
0.3

 
—

 
41.0

Total current liabilities
—

 
930.9

 
34.2

 
100.0

 
(4.6
)
 
1,060.5

Non-current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
—

 
1,968.8

 
—

 
—

 
—

 
1,968.8

Pension and other postretirement benefit obligations
—

 
714.8

 
—

 
3.0

 
—

 
717.8

Inter-company accounts
—

 
4,513.6

 
—

 
558.6

 
(5,072.2
)
 
—

Other non-current liabilities
—

 
293.4

 
2.1

 
70.7

 
—

 
366.2

TOTAL LIABILITIES
—

 
8,421.5

 
36.3

 
732.3

 
(5,076.8
)
 
4,113.3

Equity (deficit):
 
 
 
 
 
 
 
 
 
 
 
Total stockholders’ equity (deficit)
151.5

 
(3,108.8
)
 
1,904.1

 
129.2

 
1,075.5

 
151.5

Noncontrolling interests
—

 
—

 
—

 
325.8

 
—

 
325.8

TOTAL EQUITY (DEFICIT)
151.5

 
(3,108.8
)
 
1,904.1

 
455.0

 
1,075.5

 
477.3

TOTAL LIABILITIES AND EQUITY (DEFICIT)
$
151.5

 
$
5,312.7

 
$
1,940.4

 
$
1,187.3

 
$
(4,001.3
)
 
$
4,590.6


Condensed Balance Sheets
December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
AK
Holding
 
AK
Steel
 
Guarantor Subsidiaries
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated Company
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
—

 
$
22.1

 
$
8.2

 
$
18.3

 
$
—

 
$
48.6

Accounts receivable, net
—

 
515.4

 
34.0

 
95.3

 
(8.9
)
 
635.8

Inventory
—

 
1,299.6

 
53.9

 
75.6

 
(9.2
)
 
1,419.9

Other current assets
—

 
85.5

 
0.1

 
11.4

 
—

 
97.0

Total current assets
—

 
1,922.6

 
96.2

 
200.6

 
(18.1
)
 
2,201.3

Property, plant and equipment
—

 
6,111.1

 
189.7

 
668.4

 
—

 
6,969.2

Accumulated depreciation
—

 
(4,785.5
)
 
(102.8
)
 
(169.3
)
 
—

 
(5,057.6
)
Property, plant and equipment, net
—

 
1,325.6

 
86.9

 
499.1

 
—

 
1,911.6

Other non-current assets:
 
 
 
 
 
 
 
 
 
 
 
Investment in subsidiaries
(3,017.4
)
 
1,931.1

 
—

 
68.2

 
1,018.1

 
—

Inter-company accounts
3,117.3

 
—

 
1,630.7

 
—

 
(4,748.0
)
 
—

Goodwill and intangible assets
—

 
—

 
32.9

 
266.0

 
—

 
298.9

Other non-current assets
—

 
54.3

 
—

 
49.6

 
—

 
103.9

TOTAL ASSETS
$
99.9

 
$
5,233.6

 
$
1,846.7

 
$
1,083.5

 
$
(3,748.0
)
 
$
4,515.7

LIABILITIES AND EQUITY (DEFICIT)
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
$
—

 
$
722.5

 
$
26.2

 
$
55.5

 
$
(3.2
)
 
$
801.0

Accrued liabilities
—

 
251.5

 
8.7

 
28.7

 
—

 
288.9

Current portion of pension and other postretirement benefit obligations
—

 
38.4

 
—

 
0.3

 
—

 
38.7

Total current liabilities
—

 
1,012.4

 
34.9

 
84.5

 
(3.2
)
 
1,128.6

Non-current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
—

 
1,993.7

 
—

 
—

 
—

 
1,993.7

Pension and other postretirement benefit obligations
—

 
827.0

 
—

 
2.9

 
—

 
829.9

Inter-company accounts
—

 
4,312.3

 
—

 
511.2

 
(4,823.5
)
 
—

Other non-current liabilities
—

 
105.6

 
0.2

 
28.2

 
—

 
134.0

TOTAL LIABILITIES
—

 
8,251.0

 
35.1

 
626.8

 
(4,826.7
)
 
4,086.2

Equity (deficit):
 
 
 
 
 
 
 
 
 
 
 
Total stockholders’ equity (deficit)
99.9

 
(3,017.4
)
 
1,811.6

 
127.1

 
1,078.7

 
99.9

Noncontrolling interests
—

 
—

 
—

 
329.6

 
—

 
329.6

TOTAL EQUITY (DEFICIT)
99.9

 
(3,017.4
)
 
1,811.6

 
456.7

 
1,078.7

 
429.5

TOTAL LIABILITIES AND EQUITY (DEFICIT)
$
99.9

 
$
5,233.6

 
$
1,846.7

 
$
1,083.5

 
$
(3,748.0
)
 
$
4,515.7
Condensed Statements of Cash Flows
Condensed Statements of Cash Flows
Year Ended December 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
AK
Holding
 
AK
Steel
 
Guarantor Subsidiaries
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated Company
Net cash flows from operating activities
$
(3.2
)
 
$
114.6

 
$
76.2

 
$
83.6

 
$
(5.3
)
 
$
265.9

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
Capital investments
—

 
(133.5
)
 
(3.8
)
 
(57.5
)
 
—

 
(194.8
)
Other investing items, net
—

 
6.6

 
—

 
—

 
—

 
6.6

Net cash flows from investing activities
—

 
(126.9
)
 
(3.8
)
 
(57.5
)
 
—

 
(188.2
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
Net borrowings (repayments) under credit facility
—

 
115.0

 
—

 
—

 
—

 
115.0

Redemption of long-term debt
—

 
(152.3
)
 
—

 
—

 
—

 
(152.3
)
Inter-company activity
3.9

 
41.0

 
(80.5
)
 
30.3

 
5.3

 
—

SunCoke Middletown distributions to noncontrolling interest owners
—

 
—

 
—

 
(55.6
)
 
—

 
(55.6
)
Other financing items, net
(0.7
)
 
(1.7
)
 
—

 
—

 
—

 
(2.4
)
Net cash flows from financing activities
3.2

 
2.0

 
(80.5
)
 
(25.3
)
 
5.3

 
(95.3
)
Net increase (decrease) in cash and cash equivalents
—

 
(10.3
)
 
(8.1
)
 
0.8

 
—

 
(17.6
)
Cash and equivalents, beginning of year
—

 
22.1

 
8.2

 
18.3

 
—

 
48.6

Cash and equivalents, end of year
$
—

 
$
11.8

 
$
0.1

 
$
19.1

 
$
—

 
$
31.0


Condensed Statements of Cash Flows
Year Ended December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
AK
Holding
 
AK
Steel
 
Guarantor Subsidiaries
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated Company
Net cash flows from operating activities
$
(2.3
)
 
$
209.7

 
$
83.1

 
$
83.8

 
$
(9.6
)
 
$
364.7

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
Capital investments
—

 
(122.9
)
 
(8.1
)
 
(21.0
)
 
—

 
(152.0
)
Other investing items, net
—

 
0.8

 
—

 
(0.7
)
 
—

 
0.1

Net cash flows from investing activities
—

 
(122.1
)
 
(8.1
)
 
(21.7
)
 
—

 
(151.9
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
Net borrowings (repayments) under credit facility
—

 
(115.0
)
 
—

 
—

 
—

 
(115.0
)
Redemption of long-term debt
—

 
(12.6
)
 
—

 
—

 
—

 
(12.6
)
Inter-company activity
2.5

 
48.3

 
(74.0
)
 
13.6

 
9.6

 
—

SunCoke Middletown distributions to noncontrolling interest owners
—

 
—

 
—

 
(73.7
)
 
—

 
(73.7
)
Other financing items, net
(0.2
)
 
(0.7
)
 
—

 
—

 
—

 
(0.9
)
Net cash flows from financing activities
2.3

 
(80.0
)
 
(74.0
)
 
(60.1
)
 
9.6

 
(202.2
)
Net increase (decrease) in cash and cash equivalents
—

 
7.6

 
1.0

 
2.0

 
—

 
10.6

Cash and equivalents, beginning of year
—

 
14.5

 
7.2

 
16.3

 
—

 
38.0

Cash and equivalents, end of year
$
—

 
$
22.1

 
$
8.2

 
$
18.3

 
$
—

 
$
48.6


Condensed Statements of Cash Flows
Year Ended December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
AK
Holding
 
AK
Steel
 
Guarantor Subsidiaries
 
Other Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated Company
Net cash flows from operating activities
$
(2.5
)
 
$
67.3

 
$
73.3

 
$
61.7

 
$
(1.0
)
 
$
198.8

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
Capital investments
—

 
(131.8
)
 
(5.6
)
 
(15.1
)
 
—

 
(152.5
)
Investment in acquired business, net of cash acquired
—

 
(360.4
)
 
—

 
—

 
—

 
(360.4
)
Other investing items, net
—

 
4.0

 
—

 
0.2

 
—

 
4.2

Net cash flows from investing activities
—

 
(488.2
)
 
(5.6
)
 
(14.9
)
 
—

 
(508.7
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
Net borrowings (repayments) under credit facility
—

 
450.0

 
—

 
—

 
—

 
450.0

Proceeds from issuance of long-term debt
—

 
680.0

 
—

 
—

 
—

 
680.0

Redemption of long-term debt
—

 
(848.4
)
 
—

 
—

 
—

 
(848.4
)
Debt issuance costs
—

 
(25.3
)
 
—

 
—

 
—

 
(25.3
)
Inter-company activity
5.0

 
31.2

 
(64.9
)
 
27.7

 
1.0

 
—

SunCoke Middletown distributions to noncontrolling interest owners
—

 
—

 
—

 
(79.1
)
 
—

 
(79.1
)
Other financing items, net
(2.5
)
 
—

 
—

 
—

 
—

 
(2.5
)
Net cash flows from financing activities
2.5

 
287.5

 
(64.9
)
 
(51.4
)
 
1.0

 
174.7

Net increase (decrease) in cash and cash equivalents
—

 
(133.4
)
 
2.8

 
(4.6
)
 
—

 
(135.2
)
Cash and equivalents, beginning of year
—

 
147.9

 
4.4

 
20.9

 
—

 
173.2

Cash and equivalents, end of year
$
—

 
$
14.5

 
$
7.2

 
$
16.3

 
$
—

 
$
38.0
XML 21 R67.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Income Taxes - Effective Tax Rate Reconciliation (Details 6) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Effective Income Tax Rate Reconciliation, Amount [Abstract]      
Income tax expense at U.S. federal statutory rate $ 14.5 $ 50.0 $ 57.2
Income tax expense calculated on noncontrolling interests (10.9) (12.2) (21.5)
State and foreign tax expense, net of federal tax 12.9 (2.3) 6.3
Increase (decrease) in deferred tax asset valuation allowance (26.2) (52.8) (51.8)
Amount allocated to other comprehensive income (1.4) 0.0 0.0
Remeasurement of deferred taxes for U.S. tax legislation 0.0 0.0 (4.3)
Transition tax on foreign earnings 0.0 0.0 7.9
Non-deductible compensation 4.7 8.1 0.0
Other permanent differences 7.3 2.3 2.4
Other differences 5.3 0.7 1.6
Income tax expense (benefit) $ 6.2 $ (6.2) (2.2)
Tax Cuts and Jobs Act, Transition Tax for Accumulated Foreign Earnings, Income Tax Expense     $ 24.3
XML 22 R97.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Quarterly Information (Unaudited) (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Restructuring Cost and Reserve [Line Items]                      
Earnings Per Share, Basic                 $ 0.04 $ 0.59 $ 0.33
Net sales $ 1,445.7 $ 1,535.5 $ 1,680.5 $ 1,697.7 $ 1,677.1 $ 1,735.6 $ 1,746.6 $ 1,658.9 $ 6,359.4 $ 6,818.2 $ 6,080.5
Operating profit 10.4 51.1 106.6 41.2 86.5 114.8 99.5 63.6 209.3 364.4 260.2
Net income (loss) attributable to AK Holding $ (53.9) $ 2.8 $ 66.8 $ (4.5) 33.5 $ 67.2 $ 56.6 $ 28.7 11.2 186.0 103.5
Basic and diluted earnings (loss) per share (in dollars per share) $ (0.17) $ 0.01 $ 0.21 $ (0.01)   $ 0.21 $ 0.18 $ 0.09      
Pension Plans, Defined Benefit [Member]                      
Restructuring Cost and Reserve [Line Items]                      
Gain (Loss) Due to Pension Settlement $ (26.9)       $ (14.5)       (26.9) $ (14.5) $ 0.0
Ashland Works [Member]                      
Restructuring Cost and Reserve [Line Items]                      
Restructuring Charges       $ 77.4         $ 69.3    
Restructuring Credits $ (8.1)                    
XML 23 R93.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Derivative Instruments and Hedging Activities (Details)
€ in Millions, $ in Millions, $ in Millions
 12 Months Ended
Dec. 31, 2019
USD ($)
MMBTU
MW
t
lb
Dec. 31, 2019
CAD ($)
MMBTU
MW
t
lb
Dec. 31, 2019
EUR (€)
MMBTU
MW
t
lb
Dec. 31, 2018
CAD ($)
MMBTU
MW
t
lb
Dec. 31, 2018
EUR (€)
MMBTU
MW
t
lb
Derivative [Line Items]          
Derivative, Collateral, Right to Reclaim Cash | $ $ 0.0        
Commodity Contract [Member] | Nickel [Member]          
Derivative [Line Items]          
Derivative, Nonmonetary Notional Amount | lb 150,000 150,000 150,000 0 0
Investment Contract Settlement Date Range Start Jan. 01, 2020        
Investment Contract Settlement Date Range Ending Jun. 30, 2020        
Commodity Contract [Member] | Natural Gas [Member]          
Derivative [Line Items]          
Derivative, Nonmonetary Notional Amount | MMBTU 37,708,000 37,708,000 37,708,000 39,868,000 39,868,000
Investment Contract Settlement Date Range Start Jan. 01, 2020        
Investment Contract Settlement Date Range Ending Dec. 31, 2021        
Commodity Contract [Member] | Zinc [Member]          
Derivative [Line Items]          
Derivative, Nonmonetary Notional Amount | lb 35,550,000 35,550,000 35,550,000 52,150,000 52,150,000
Investment Contract Settlement Date Range Start Jan. 01, 2020        
Investment Contract Settlement Date Range Ending Dec. 31, 2021        
Commodity Contract [Member] | Iron Ore [Member]          
Derivative [Line Items]          
Derivative, Nonmonetary Notional Amount | t 1,495,000 1,495,000 1,495,000 2,125,000 2,125,000
Investment Contract Settlement Date Range Start Jan. 01, 2020        
Investment Contract Settlement Date Range Ending Jun. 30, 2021        
Commodity Contract [Member] | Electricity [Member]          
Derivative [Line Items]          
Derivative, Nonmonetary Notional Amount | MW 1,683,000 1,683,000 1,683,000 1,461,000 1,461,000
Investment Contract Settlement Date Range Start Jan. 01, 2020        
Investment Contract Settlement Date Range Ending Aug. 31, 2021        
Foreign Exchange Contract [Member] | Euro Member Countries, Euro          
Derivative [Line Items]          
Derivative, Notional Amount | €     € 1.5   € 4.0
Investment Contract Settlement Date Range Start Jan. 01, 2020        
Investment Contract Settlement Date Range Ending Jan. 31, 2020        
Foreign Exchange Contract [Member] | Canada, Dollars          
Derivative [Line Items]          
Derivative, Notional Amount | $   $ 72.6   $ 118.6  
Investment Contract Settlement Date Range Start Jan. 01, 2020        
Investment Contract Settlement Date Range Ending Dec. 31, 2021        
XML 24 R63.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Income Taxes - Detail of Deferred Tax Assets and Liabilities (Details 2) - USD ($)
$ in Millions
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Deferred tax assets:        
Net operating and capital loss and tax credit carryforwards $ 496.2 $ 516.7    
Postretirement benefits 87.9 81.8    
Pension benefits 84.2 114.1    
Leases 63.3 0.0    
Inventories 23.4 38.5    
Other assets 78.9 65.1    
Valuation allowance (659.4) (693.5) $ (735.7) $ (1,189.7)
Total deferred tax assets 174.5 122.7    
Deferred tax liabilities:        
Depreciable assets (106.3) (108.3)    
Leases (60.0) 0.0    
Other liabilities (27.9) (33.4)    
Total deferred tax liabilities (194.2) (141.7)    
Net deferred tax liabilities $ (19.7) $ (19.0)    
XML 25 R25.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Derivative Instruments and Hedging Activities (Notes)
 12 Months Ended
Dec. 31, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Instruments and Hedging Activities Derivative Instruments and Hedging Activities
 

Exchange rate fluctuations affect a portion of revenues and operating costs that are denominated in foreign currencies, and we use forward currency and currency option contracts to reduce our exposure to certain of these currency price fluctuations. Contracts to sell euros have not been designated as cash flow hedges for accounting purposes, and gains or losses are reported in earnings immediately in other (income) expense. Contracts to purchase Canadian dollars are designated as cash flow hedges for accounting purposes, and we record the gains and losses for the derivatives and premiums paid for option contracts in accumulated other comprehensive income (loss) until we reclassify them into cost of products sold when we recognize the associated underlying operating costs.

We are exposed to fluctuations in market prices of raw materials and energy sources. We may use cash-settled commodity price swaps and options to hedge the market risk associated with the purchase of certain of our raw materials and energy requirements. For input commodities, these derivatives are typically used for a portion of our electricity, iron ore, natural gas, nickel and zinc requirements. Our hedging strategy is to reduce the effect on earnings from the price volatility of these various commodity exposures, including timing differences between when we incur raw material commodity costs and when we receive sales surcharges from our customers based on those raw materials. Independent of any hedging activities, price changes in any of these commodity markets could negatively affect operating costs.

All commodity derivatives are recognized as an asset or liability at fair value. We record the gains and losses and premiums paid for option contracts for commodity derivatives designated as cash flow hedges of forecasted purchases of raw materials and energy sources in accumulated other comprehensive income (loss) and reclassify them into cost of products sold when we recognize earnings for the associated underlying transaction. We record all gains or losses from commodity derivatives for which hedge accounting treatment has not been elected to earnings immediately in cost of products sold. We routinely use iron ore derivatives to reduce the volatility of the cost of our iron ore purchases. These derivatives do not qualify for hedge accounting treatment. We have no collateral deposited with counterparties under collateral funding arrangements as of December 31, 2019.

Outstanding derivative contracts and the period over which we are hedging our exposure to the volatility in future cash flows are presented below:

Hedge Contracts
Settlement Dates
 
2019
 
2018
Commodity contracts:
 
 
 
 
 
Nickel (in lbs)
January 2020 to June 2020
 
150,000

 
—

Natural gas (in MMBTUs)
January 2020 to December 2021
 
37,708,000

 
39,868,000

Zinc (in lbs)
January 2020 to December 2021
 
35,550,000

 
52,150,000

Iron ore (in metric tons)
January 2020 to June 2021
 
1,495,000

 
2,125,000

Electricity (in MWHs)
January 2020 to August 2021
 
1,683,000

 
1,461,000

Foreign exchange contracts:
 
 
 
 
 
Euros (in millions)
January 2020 to January 2020
 
€
1.5

 
€
4.0

Canadian dollars (in millions)
January 2020 to December 2021
 
C$
72.6

 
C$
118.6



The fair value of derivative instruments as of December 31, 2019 and 2018, is presented below:
Asset (liability)
 
2019
 
2018
Derivatives designated as hedging instruments:
 
 
 
 
Other current assets—commodity contracts
 
$
0.1

 
$
3.4

Other non-current assets:
 
 
 
 
Commodity contracts
 
—

 
1.0

Foreign exchange contracts
 
0.1

 
0.4

Accrued liabilities:
 
 
 
 
Commodity contracts
 
(16.5
)
 
(4.7
)
Foreign exchange contracts
 
(0.5
)
 
(1.2
)
Other non-current liabilities:
 
 
 
 
Commodity contracts
 
(1.9
)
 
(1.2
)
Foreign exchange contracts
 
(0.2
)
 
(1.5
)
Derivatives not designated as hedging instruments:
 
 
 
 
Other current assets:
 
 
 
 
Commodity contracts
 
12.8

 
9.6

Foreign exchange contracts
 
—

 
0.1

Other non-current assets—commodity contracts
 
2.7

 
1.9

Accrued liabilities—commodity contracts
 
—

 
(1.2
)
Other non-current liabilities—commodity contracts
 
—

 
(0.4
)


Gains (losses) on derivative instruments for the years ended December 31, 2019, 2018 and 2017, are presented below:
Gain (loss)
 
2019
 
2018
 
2017
Derivatives designated as cash flow hedges:
 
 
 
 
 
 
Commodity contracts:
 
 
 
 
 
 
Recognized in accumulated other comprehensive income that were included in the assessment of effectiveness
 
$
(32.3
)
 
$
(0.2
)
 
$
(11.5
)
Reclassified from accumulated other comprehensive income into cost of products sold
 
(7.2
)
 
11.2

 
6.1

Foreign exchange contract:
 
 
 
 
 
 
Recognized in accumulated other comprehensive income that were included in the assessment of effectiveness
 
0.8

 
(5.4
)
 
—

Reclassified from accumulated other comprehensive income into cost of products sold
 
(1.7
)
 
(0.9
)
 
—

Derivatives not designated as hedging instruments:
 
 
 
 
 
 
Commodity contracts—recognized in cost of products sold
 
52.2

 
(2.4
)
 
31.6

Foreign exchange contracts—recognized in other (income) expense
 
—

 
0.1

 
(1.6
)


Gains (losses) before tax expected to be reclassified into cost of products sold within the next twelve months for our existing commodity contracts that qualify for hedge accounting are presented below:
Hedge
 
 
Gains (losses)
Natural gas
 
 
$
(10.5
)
Electricity
 
 
(5.8
)
Zinc
 
 
(3.1
)
Canadian dollars
 
 
(1.3
)
XML 26 R21.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Comprehensive Income (Loss) (Notes)
 12 Months Ended
Dec. 31, 2019
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]  
Comprehensive Income (Loss) Comprehensive Income (Loss)
 

Other comprehensive income (loss), net of tax, information is presented below:
 
 
2019
 
2018
 
2017
Foreign currency translation
 
 
 
 
 
 
Balance at beginning of period
 
$
(0.6
)
 
$
1.1

 
$
(3.6
)
Other comprehensive income (loss)—foreign currency translation gain (loss)
 
(0.6
)
 
(1.7
)
 
4.7

Balance at end of period
 
$
(1.2
)
 
$
(0.6
)
 
$
1.1

Cash flow hedges
 
 
 
 
 
 
Balance at beginning of period
 
$
7.2

 
$
22.3

 
$
39.9

Cumulative effect of adopting new hedging standard
 
—

 
0.8

 
—

Other comprehensive income (loss):
 
 
 
 
 
 
Gains (losses) arising in period
 
(31.5
)
 
(5.6
)
 
(11.5
)
Income tax expense (benefit)
 
(1.1
)
 
—

 
—

Gains (losses) arising in period, net of tax
 
(30.4
)
 
(5.6
)
 
(11.5
)
Reclassification of losses (gains) to net income (loss):
 
 
 
 
 
 
Recorded in cost of products sold
 
8.9

 
(10.3
)
 
(6.1
)
Income tax (expense) benefit (b)
 
0.3

 
—

 
—

Net amount of reclassification of losses (gains) to net income (loss), net of tax
 
8.6

 
(10.3
)
 
(6.1
)
Total other comprehensive income (loss), net of tax
 
(21.8
)
 
(15.9
)
 
(17.6
)
Balance at end of period
 
$
(14.6
)
 
$
7.2

 
$
22.3

Pension and OPEB plans
 
 
 
 
 
 
Balance at beginning of period
 
$
(106.6
)
 
$
(73.6
)
 
$
(125.0
)
Other comprehensive income (loss):
 
 
 
 
 
 
Prior service credit (cost) arising in period
 
—

 
11.1

 
4.7

Gains (losses) arising in period
 
50.5

 
(63.6
)
 
94.2

Subtotal
 
50.5

 
(52.5
)
 
98.9

Income tax expense (benefit)
 
2.0

 
—

 
—

Gains (losses) arising in period, net of tax
 
48.5

 
(52.5
)
 
98.9

Reclassification to net income (loss):
 
 
 
 
 
 
Prior service costs (credits) (a)
 
(9.6
)
 
(9.8
)
 
(53.8
)
Actuarial (gains) losses (a)
 
15.7

 
29.3

 
6.3

Subtotal
 
6.1

 
19.5

 
(47.5
)
Income tax (expense) benefit (b)
 
0.2

 
—

 
—

Amount of reclassification to net income (loss), net of tax
 
5.9

 
19.5

 
(47.5
)
Total other comprehensive income (loss), net of tax
 
54.4

 
(33.0
)
 
51.4

Balance at end of period
 
$
(52.2
)
 
$
(106.6
)
 
$
(73.6
)

(a)
Included in pension and OPEB (income) expense
(b)
Included in income tax expense (benefit)
XML 27 R29.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation—These financial statements consolidate the operations and accounts of AK Steel Holding Corporation (“AK Holding”), its wholly owned subsidiary AK Steel Corporation (“AK Steel”), all subsidiaries in which AK Holding has a controlling interest, and two variable interest entities for which AK Steel is the primary beneficiary. Unless the context indicates otherwise, references to “we,” “us” and “our” refer to AK Holding and its subsidiaries. We also operate Mexican and European trading companies that buy and sell steel and steel products and other materials. We manage operations on a consolidated, integrated basis so that we can use the most appropriate equipment and facilities for the production of a product, regardless of product line. Therefore, we conclude that we operate in a single business segment. All intercompany transactions and balances have been eliminated.
Use of Estimates
Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the amounts reported. We base these estimates on historical experience and information available to us about current events and actions we may take in the future. Estimates and assumptions affect significant items that include the carrying value of long-lived assets, including investments and goodwill; valuation allowances for receivables, inventories and deferred income tax assets; legal and environmental liabilities; workers compensation and asbestos liabilities; share-based compensation; and assets and obligations of employee benefit plans. There can be no assurance that actual results will not differ from these estimates.
Revenue Recognition
Revenue Recognition—We generate our revenue through product sales, and shipping terms generally indicate when we have fulfilled our performance obligations and passed control of products to our customer. Our revenue transactions consist of a single performance obligation to transfer promised goods. We have contracts with a substantial portion of our customers. These contracts usually define the mechanism for determining the sales price, but the contracts do not impose a specific quantity on either party. Quantities to be delivered to the customer are determined at a point near the date of delivery through purchase orders or other written instructions we receive from the customer. Spot market sales are made through purchase orders or other written instructions. We recognize revenue when we have fulfilled a performance obligation, which is typically when we have shipped products at the customer’s instructions. For sales with shipping terms that transfer title and control at the destination point, we recognize revenue when the customer receives the goods and our performance obligation is complete. For sales with shipping terms that transfer title and control at the shipping point with us bearing responsibility for freight costs to the destination, we determine that we have fulfilled a single performance obligation and recognize revenue when we ship the goods. For our tooling solutions, we record progress payments that we receive from a customer as accrued liabilities until we recognize the revenue when the customer provides written acceptance that our performance obligation has been fulfilled.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring product. We reduce the amount of revenue recognized for estimated returns and other customer credits, such as discounts and volume rebates, based on the expected value to be realized. Payment terms are consistent with terms standard to the markets we serve. Sales taxes collected from customers are excluded from revenues.

We recognize an allowance for credit loss at the time a receivable is recorded based on our estimate of expected credit losses and adjust this estimate over the life of the receivable as needed. We evaluate the aggregation and risk characteristics of receivable pools and develop loss rates that reflect historical collections, current forecasts of future economic conditions over the time horizon we are exposed to credit risk, and payment terms or conditions that may materially affect future forecasts. We expect credit losses associated with major auto companies to be lower than other customer pools.
Cost of Products Sold
Cost of Products Sold—Cost of products sold consists primarily of raw materials, energy costs, supplies consumed in the manufacturing process, manufacturing labor, contract labor and direct overhead expense necessary to manufacture the finished steel product, as well as distribution and warehousing costs. Our share of the income (loss) of investments in associated companies accounted for under the equity method is included in costs of products sold since these operations are integrated with our overall steelmaking operations.
Share-Based Compensation
Share-Based Compensation—Compensation costs for stock awards are recognized over their vesting period using the straight-line method. We estimate stock award forfeitures expected to occur to determine the compensation cost we recognize each period.
Legal Fees
Legal Fees—Legal fees associated with litigation and similar proceedings that are not expected to provide a benefit in future periods are expensed as incurred. Legal fees associated with activities that are expected to provide a benefit in future periods, such as costs associated with the issuance of debt, are capitalized as incurred.
Income Taxes

Income Taxes—Interest and penalties from uncertain tax positions are included in income tax expense.
Cash Equivalents
Cash Equivalents—Cash equivalents include short-term, highly liquid investments that are readily convertible to known amounts of cash and have an original maturity of three months or less.
Inventory
Inventory—Inventories are valued at the lower of cost or net realizable value. We measure the cost of inventories using the average cost method.
Property, Plant and Equipment Property, Plant and Equipment—Plant and equipment are depreciated under the straight-line method over their estimated lives. Estimated lives are as follows: land improvements over 20 years, leaseholds over the life of the related operating lease term, buildings over 40 years and machinery and equipment over two to 20 years. The estimated weighted-average life of our machinery and equipment is 13 years at the end of 2019. Amortization expense for assets recorded under finance leases is included in depreciation expense. Costs incurred to develop coal mines are capitalized when incurred. We use the units-of-production method utilizing only proven and probable reserves in the depletion base to compute the depletion of coal reserves and mine development costs.
Property, Plant and Equipment, Planned Major Maintenance Activities We expense costs for major maintenance activities at our operating facilities when the activities occur.
Property, Plant and Equipment, Impairment or Disposal of Long-Lived Assets
We review the carrying value of long-lived assets to be held and used and long-lived assets to be disposed of when events and circumstances warrant such a review. If the carrying value of a long-lived asset exceeds its fair value, an impairment has occurred and a loss is recognized based on the amount by which the carrying value exceeds the fair value, less cost to dispose, for assets to be sold or abandoned. We determine fair value by using quoted market prices, estimates based on prices of similar assets or anticipated cash flows discounted at a rate commensurate with risk.
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]
Goodwill and Intangible Assets—Goodwill relates to our AK Tube LLC (“AK Tube”) and PPHC Holdings, LLC (“Precision Partners”) businesses. Intangible assets are recorded at cost, and those with finite lives are amortized over their estimated useful lives. We review goodwill for potential impairment at least annually on October 1 each year and whenever events or circumstances make it more likely than not that impairment may have occurred. Considering operating results and the estimated fair value of the businesses, the most recent annual goodwill impairment tests indicated that the fair value of each of our business reporting units was in excess of its carrying value. No goodwill impairment was recorded as a result of the annual impairment tests in the past three years.
Leases
Leases—We determine if an arrangement contains a lease at inception. We recognize right-of-use assets and liabilities associated with leases based on the present value of the future minimum lease payments over the lease term at the later of the commencement date of the lease or January 1, 2019 (the implementation date of Accounting Standards Update No. 2016-02, Leases (Topic 842)). We use our incremental borrowing rate at the recognition date in determining the present value of future payments for leases that do not have a readily determinable implicit rate. Lease terms reflect options to extend or terminate the lease when it is reasonably certain that the option will be exercised. For leases that include residual value guarantees or payments for terminating the lease, we include these costs in the lease liability when it is probable that we will incur them. Right-of-use assets and obligations for short-term leases (leases with an initial term of 12 months or less) are not recognized in the consolidated balance sheet. Lease expense for short-term leases is recognized on a straight-line basis over the lease term. We have agreements that contain lease and non-lease components. In assessing whether an agreement includes a lease component, we consider the nature of the assets included under the agreement and our right to direct their use. We allocate the costs of the agreement to the separate components based on the relative standalone prices of the components. Where observable standalone prices are not readily available, we estimate the standalone price based on the most observable information available. For leases of real estate and certain light equipment, such as vehicles and mobile equipment, and for certain contracts that contain assets, such as production support, natural gas, electricity and industrial gas agreements, we account for the lease and non-lease components in the contracts as a single lease component.
Equity Method Investments
Investments—Investments in associated companies are accounted for under the equity method. We review an investment for impairment when circumstances indicate that a loss in value below its carrying amount is other than temporary.
Debt Issuance Costs
Debt Issuance Costs—Debt issuance costs for the revolving credit facility are included in other non-current assets and all other debt issuance costs reduce the carrying amount of long-term debt.
Pension and Other Postretirement Benefits
Pension and Other Postretirement Benefits—We recognize into income, as of a measurement date, any unrecognized actuarial net gains or losses that exceed 10% of the larger of the projected benefit obligations or the plan assets, defined as the “corridor.” Amounts inside the corridor are amortized over the plan participants’ life expectancy. We determine the expected return on assets using the fair value of plan assets.
Concentrations of Credit Risk

Concentrations of Credit Risk—We are primarily a producer of carbon, stainless and electrical steels and steel products, which are sold to a number of markets, including automotive, infrastructure and manufacturing, and distributors and converters. We had two customers that accounted for 11% and 11% of net sales in 2019, two customers that accounted for 11% and 10% of net sales in 2018, and one customer that accounted for 12% of net sales in 2017.
Concentrations of Credit Risk, Trade Accounts Receivable Approximately 62% and 52% of accounts receivable outstanding at December 31, 2019 and 2018, are due from businesses associated with the U.S. automotive industry, including 15% of receivables due from one automotive customer as of December 31, 2019, and 13% due from one automotive customer as of December 31, 2018.
Labor Agreements
Labor Agreements—At December 31, 2019, we employed approximately 9,300 people, of which approximately 5,600 are represented by labor unions under various agreements that expire between 2020 and 2023. In April 2019, we and the United Steelworkers, Local 1865, which represents production employees at Ashland Works, reached an agreement to revise and extend the collective bargaining agreement. The new agreement includes terms governing the permanent closure of the facility, including benefits to employees who are terminated or transition to other AK Steel plants. In May 2019, members of the United Steelworkers, Local 1190, ratified a three-year labor agreement covering approximately 220 production employees at Mountain State Carbon, LLC. The new agreement will be in effect through April 30, 2022. In May 2019, members of the United Auto Workers, Local 4104, which governs approximately 100 production employees at Zanesville Works, ratified a new three-year labor agreement. The new agreement will be in effect through May 31, 2022. In July 2019, members of the United Auto Workers, Local 3303, which governs approximately 1,100 production and maintenance employees at Butler Works, ratified a new three-year agreement. The new agreement will be in effect through June 15, 2022. In September 2019, members of the United Auto Workers, Local 3462, which governs approximately 310 production employees at Coshocton Works, ratified a new agreement. The new agreement will be in effect through July 31, 2023. Other agreements that expire within the next twelve months include an agreement with the International Association of Machinists and Aerospace Workers, Local 1943, which governs approximately 1,750 production employees at Middletown Works, scheduled to expire March 15, 2020, and an agreement with United Steelworkers, Local 1915, which governs approximately 100 production employees at AK Tube’s Walbridge plant, scheduled to expire January 22, 2021.
Financial Instruments, Derivatives
Financial Instruments—We are a party to derivative instruments that are designated and qualify as hedges for accounting purposes. We may also use derivative instruments to which we do not apply hedge accounting treatment. Our objective in using these instruments is to limit operating cash flow exposure to fluctuations in the fair value of selected commodities and currencies.

Fluctuations in the price of certain commodities we use in production processes may affect our income and cash flows. We have implemented raw material and energy surcharges for some contract customers. For certain commodities where such exposure exists, we may use cash-settled commodity price swaps, collars and purchase options, with a duration of up to two years, to hedge the price of a portion of our natural gas, iron ore, electricity, zinc and nickel requirements. We may designate some of these instruments as cash flow hedges and changes in their fair value and settlements are recorded in accumulated other comprehensive income. We subsequently reclassify gains and losses from accumulated other comprehensive income to cost of products sold in the same period we recognize the earnings associated with the underlying transaction. The change in fair value for other instruments is immediately recorded in cost of products sold with the offset recorded as assets or liabilities.

Exchange rate fluctuations affect a portion of revenues and operating costs that are denominated in foreign currencies, and we use currency forwards and options to reduce our exposure to these currency price fluctuations. These derivative contracts have durations up to three years. Contracts that sell euros have not been designated as hedges for accounting purposes and gains or losses are reported in earnings immediately in other income (expense). Contracts that purchase Canadian dollars are designated as hedges for accounting purposes, which requires us to record the gains and losses for the derivatives in accumulated other comprehensive income and reclassify them into cost of products sold in the same period we recognize costs for the associated underlying operations.

We formally document all relationships between hedging instruments and hedged items, as well as risk management objectives and strategies for undertaking various hedge transactions. In this documentation, we specifically identify the asset, liability, firm commitment or forecasted transaction that has been designated as a hedged item, and state how the hedging instrument is expected to hedge the risks from that item. We formally measure effectiveness of hedging relationships both at the hedge inception and on an ongoing basis. We discontinue hedge accounting prospectively when we determine that the derivative is no longer effective in offsetting changes in the fair value or cash flows of a hedged item; when the derivative expires or is sold, terminated or exercised; when it is probable that the forecasted transaction will not occur; when a hedged firm commitment no longer meets the definition of a firm commitment; or when we determine that designation of the derivative as a hedge instrument is no longer appropriate. Our derivative contracts may contain collateral funding requirements. We have master netting arrangements with counterparties, giving us the right to offset amounts owed under the derivative instruments and the collateral. We do not offset derivative assets and liabilities or collateral on our consolidated balance sheets. Cash flows associated with purchasing and settling derivative contracts are classified as operating cash flows.
Asbestos and Environmental Reserves
Asbestos and Environmental Accruals—For a number of years, we have been remediating sites where hazardous materials may have been released, including sites no longer owned by us. In addition, a number of lawsuits alleging asbestos exposure have been filed and
continue to be filed against us. We have established accruals for estimated probable costs from asbestos claim settlements and environmental investigation, monitoring and remediation. If the accruals are not adequate to meet future claims, operating results and cash flows may be negatively affected. Our accruals do not consider the potential for insurance recoveries. We have partial insurance coverage for some future asbestos claims. In addition, some existing insurance policies covering asbestos and environmental contingencies may serve to partially reduce future covered expenditures.
New Accounting Pronouncements
Adoption of New Accounting Principles—We adopted Accounting Standards Update No. 2016-02, Leases (Topic 842), as subsequently amended, as of January 1, 2019 through the modified retrospective method applied to those contracts that were not completed as of January 1, 2019. Topic 842 requires entities to recognize lease assets and lease liabilities and disclose key information about leasing arrangements for certain leases. Results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting treatment. We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification. We also elected the practical expedient related to land easements, allowing us to carry forward our accounting treatment for land easements on existing agreements. Adoption of the new standard resulted in recording additional lease assets and liabilities of $291.1 as of January 1, 2019. The adoption of the standard did not materially impact our consolidated net earnings or cash flows.

We adopted Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as subsequently amended, as of December 31, 2019. The standard requires entities to recognize credit losses at the time financial assets, including receivables, are recorded by estimating lifetime expected credit losses. The effect of adoption of the new guidance was not material to our consolidated financial statements.
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Document and Entity Information Document - USD ($)
 12 Months Ended
Dec. 31, 2019
Feb. 18, 2020
Jun. 30, 2019
Entity Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2019    
Document Transition Report false    
Entity File Number 1-13696    
Entity Registrant Name AK STEEL HOLDING CORPORATION    
Amendment Flag false    
Entity Central Index Key 0000918160    
Current Fiscal Year End Date --12-31    
Document Fiscal Year Focus 2019    
Document Fiscal Period Focus FY    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 31-1401455    
Entity Address, Address Line One 9227 Centre Pointe Drive    
Entity Address, City or Town West Chester    
Entity Address, State or Province OH    
Entity Address, Postal Zip Code 45069    
City Area Code (513)    
Local Phone Number 425-5000    
Title of 12(b) Security Common Stock $0.01 Par Value    
Trading Symbol AKS    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Public Float     $ 743,645,887
Entity Common Stock, Shares Outstanding   316,909,268  
Documents Incorporated by Reference [Text Block] The information required to be furnished pursuant to Part III of this Form 10-K will be set forth in, and incorporated by reference from, the registrant’s definitive proxy statement for the annual meeting of stockholders (the “2020 Proxy Statement”), which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2019.    
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CONSOLIDATED BALANCE SHEETS Parentheticals - $ / shares
Dec. 31, 2019
Dec. 31, 2018
Common stock, shares authorized 450,000,000 450,000,000
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares issued 317,768,621 316,595,613
Common stock, shares outstanding 316,401,478 315,535,765
Treasury stock, shares 1,367,143 1,059,848
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"http://asc.fasb.org/topic&trid=2134417" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3179-108585" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3213-108585" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=118932676&loc=d3e3213-108585" } }, "version": "2.1" } XML 31 R17.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Commitments (Notes)
 12 Months Ended
Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]  
Commitments Commitments
 

We purchase substantial portions of the principal raw materials required for our steel manufacturing operations under annual and multi-year agreements, some of which have minimum quantity requirements. We also use large volumes of natural gas, electricity and industrial gases in our steel manufacturing operations. We negotiate most of our purchases of chrome, coke, industrial gases, iron ore and a portion of our electricity under multi-year agreements. The iron ore agreements typically have a variable-price mechanism that adjusts the price of iron ore periodically, based on reference to an iron ore index and other market-based factors. We typically purchase coal under annual fixed-price agreements. We also purchase certain transportation services under multi-year contracts with minimum quantity requirements.

Commitments for future capital investments at December 31, 2019, totaled approximately $65.2, all of which we expect to incur in 2020.
XML 32 R13.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Income Taxes (Notes)
 12 Months Ended
Dec. 31, 2019
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes


We and our subsidiaries file a consolidated federal income tax return that includes all domestic companies owned 80% or more by us and the proportionate share of our interest in equity method investments. State tax returns are filed on a consolidated, combined or separate basis depending on the applicable laws relating to us and our domestic subsidiaries.

Components of income (loss) before income taxes for the years ended December 31, 2019, 2018 and 2017, are presented below:
 
2019
 
2018
 
2017
United States
$
(9.3
)
 
$
168.3

 
$
91.6

Foreign
26.7

 
11.5

 
9.7

Noncontrolling interests
51.8

 
58.1

 
61.4

Income before income taxes
$
69.2

 
$
237.9

 
$
162.7



Significant components of deferred tax assets and liabilities at December 31, 2019 and 2018 are presented below:
 
2019
 
2018
Deferred tax assets:
 
 
 
Net operating and capital loss and tax credit carryforwards
$
496.2

 
$
516.7

Postretirement benefits
87.9

 
81.8

Pension benefits
84.2

 
114.1

Leases
63.3

 
—

Inventories
23.4

 
38.5

Other assets
78.9

 
65.1

Valuation allowance
(659.4
)
 
(693.5
)
Total deferred tax assets
174.5

 
122.7

Deferred tax liabilities:
 

 
 

Depreciable assets
(106.3
)
 
(108.3
)
Leases
(60.0
)
 
—

Other liabilities
(27.9
)
 
(33.4
)
Total deferred tax liabilities
(194.2
)
 
(141.7
)
Net deferred tax liabilities
$
(19.7
)
 
$
(19.0
)


We regularly evaluate the need for a valuation allowance for deferred tax assets by assessing whether it is more likely than not that we will realize future deferred tax assets. We assess the valuation allowance each reporting period and reflect any additions or adjustments in earnings in the same period. At December 31, 2019, we considered the existence of recent cumulative income from U.S. operations as a source of positive evidence. We have generated losses from U.S. operations for several of our recent periods through 2016 and for
2019 and accordingly have generated significant cumulative losses in those periods, which is a significant source of objective negative evidence. Despite the recent income reported in 2017 and 2018 from U.S. operations, the following forms of negative evidence concerning our ability to realize our domestic deferred tax assets were considered:
    
•
we have historical evidence that the steel industry we operate within has business cycles of longer than a few years and therefore attribute significant weight to our cumulative losses over longer business cycles in evaluating our ability to generate future taxable income;
•
the global steel industry has been experiencing global overcapacity and periods of increased foreign steel imports into the U.S., which have created volatile economic conditions and uncertainty relative to predictions of future income;
•
while we have changed our business model to de-emphasize sales of commodity products and believe that this model will generate improved financial results throughout an industry cycle, we have not experienced all parts of the cycle since we made these changes and therefore we do not know what results our business model will produce in all circumstances;
•
our U.S. operations have generated significant losses in prior years and the competitive landscape in the steel industry reflects shifting domestic and international political priorities, an uncertain global trade landscape, and continued intense competition from domestic and foreign steel competitors, all of which present significant uncertainty regarding our ability to routinely generate U.S. income in the near term;
•
there has been significant recent volatility in spot market selling prices for carbon and stainless steel; and
•
a substantial portion of our U.S. deferred tax assets consists of tax carryforwards with expiration dates that may prevent us from using them prior to expiration.

As of December 31, 2019 and 2018, we concluded that the negative evidence outweighed the positive evidence and we maintained a valuation allowance for our net deferred tax assets in the U.S. To determine the appropriate valuation allowance, we considered the timing of future reversal of our taxable temporary differences that supports realizing a portion of our federal and state deferred tax assets. This accounting treatment has no effect on our ability to use the loss carryforwards and tax credits to reduce future cash tax payments.

Changes in the valuation allowance for the years ended December 31, 2019, 2018 and 2017, are presented below:
 
2019
 
2018
 
2017
Balance at beginning of year
$
693.5

 
$
735.7

 
$
1,189.7

Change in valuation allowance:
 
 
 
 
 
Included in income tax expense (benefit)
(26.2
)
 
(52.8
)
 
(62.3
)
Change in deferred assets in other comprehensive income
(7.9
)
 
10.6

 
8.5

Effect of tax rate changes
—

 
—

 
(400.2
)
Balance at end of year
$
659.4

 
$
693.5

 
$
735.7



At December 31, 2019, we had $2,081.6 in federal regular net operating loss carryforwards, which will expire between 2030 and 2037. Our net operating loss carryovers were generated in years prior to 2018, retain the original 20-year carryover periods, and can be used to offset future taxable income without limitation. At December 31, 2019, we had research and development (“R&D”) credit carryforwards of $1.2 that we may use to offset future income tax liabilities. The R&D credits expire between 2027 and 2028. At December 31, 2019, we had $76.3 in deferred tax assets for state net operating loss carryforwards and tax credit carryforwards, before considering valuation allowances, which will expire between 2020 and 2039.

Significant components of income tax expense (benefit) are presented below:
 
2019
 
2018
 
2017
Current:
 
 
 
 
 
Federal
$
0.2

 
$
(0.5
)
 
$
(4.5
)
State
(0.1
)
 
(0.3
)
 
0.3

Foreign
5.1

 
2.1

 
2.4

Deferred:
 

 
 

 
 

Federal
(0.1
)
 
(5.3
)
 
0.7

State
—

 
—

 
0.1

Foreign
2.5

 
(2.2
)
 
(0.4
)
Amount allocated to other comprehensive income
(1.4
)
 
—

 
—

Change in valuation allowance on beginning-of-the-year deferred tax assets
—

 
—

 
(0.8
)
Income tax expense (benefit)
$
6.2

 
$
(6.2
)
 
$
(2.2
)


The Tax Cuts and Jobs Act of 2017 (the “Tax Act”), signed into law on December 22, 2017, reduced the corporate income tax rate to 21% beginning in 2018, among other provisions. We recognized the effects of changes in tax rates and laws on deferred tax balances in 2017, the period in which the legislation was enacted. At December 31, 2017, we remeasured our deferred tax assets and liabilities based on the rate at which they are expected to reverse in the future, which is generally 21% at the U.S. federal level. As a result, our income tax expense for the fourth quarter of 2017 included a non-cash credit of $4.3 for the decrease in the value of our net deferred tax liabilities.

The Tax Act also introduced a one-time transition tax on the cumulative undistributed earnings of our foreign subsidiaries as of December 31, 2017. As a result, our taxable income for 2017 included $24.3 as our gross transition tax obligation. We did not incur a cash tax liability for the transition tax due to the availability of existing net operating loss carryforwards. At December 31, 2019 we had $11.4 of accumulated undistributed earnings of our foreign subsidiaries that has not been subject to U.S. income tax as they are considered indefinitely reinvested. Substantially all of the earnings as of December 31, 2017 were subject to U.S. taxation as a result of the transition tax inclusion provided for by the Tax Act. The Tax Act also establishes a broad exemption from U.S. taxation for dividends paid from our foreign affiliates after 2017. Consequently, there will generally be no incremental U.S. taxable income generated if we repatriate these foreign earnings in the future. However, foreign withholding taxes on dividend distributions could apply, unless they are eliminated by a treaty between the United States and the country where our foreign affiliate is located. Since we consider these earnings to be permanently invested in our foreign subsidiaries, we did not record any withholding taxes that would be assessed if the earnings were repatriated by payment of a dividend. If we repatriated the earnings, we estimate that the withholding tax liability would not be material at December 31, 2019.

Staff Accounting Bulletin No. 118 established a one-year period from the date of enactment in which to account for the impact of the Tax Act. During 2018, we reduced our valuation allowance and recorded an income tax benefit of $5.3 as a result of changes to the tax net operating carryover rules included in the Tax Act that allow us to use certain indefinite-lived deferred tax liabilities as a source of future income to realize deferred tax assets. As of December 31, 2018, we had accounted for the material aspects of the Tax Act.

The reconciliation of income tax on income before income taxes computed at the U.S. federal statutory tax rates to actual income tax expense is presented below:
 
2019
 
2018
 
2017
Income tax expense at U.S. federal statutory rate
$
14.5

 
$
50.0

 
$
57.2

Income tax expense calculated on noncontrolling interests
(10.9
)
 
(12.2
)
 
(21.5
)
State and foreign tax expense, net of federal tax
12.9

 
(2.3
)
 
6.3

Increase (decrease) in deferred tax asset valuation allowance
(26.2
)
 
(52.8
)
 
(51.8
)
Amount allocated to other comprehensive income
(1.4
)
 
—

 
—

Remeasurement of deferred taxes for U.S. tax legislation
—

 
—

 
(4.3
)
Transition tax on foreign earnings
—

 
—

 
7.9

Non-deductible compensation
4.7

 
8.1

 
—

Other permanent differences
7.3

 
2.3

 
2.4

Other differences
5.3

 
0.7

 
1.6

Income tax expense (benefit)
$
6.2

 
$
(6.2
)
 
$
(2.2
)


Our federal, state and local tax returns are subject to examination by various taxing authorities. Federal returns and most state returns for periods beginning in 2016 are open for examination, while certain state and local returns are open for examination for periods beginning in 2015. However, taxing authorities have the ability to adjust net operating loss carryforwards generated in years before these periods. We have not recognized certain tax benefits because of the uncertainty of realizing the entire value of the tax position taken on income tax returns until taxing authorities review them. We have established appropriate income tax accruals, and believe that the outcomes of future federal examinations, as well as ongoing and future state and local examinations, will not have a material adverse impact on our financial position, results of operations or cash flows. When statutes of limitations expire or taxing authorities resolve uncertain tax positions, we will adjust income tax expense for the unrecognized tax benefits. We have no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change within twelve months of December 31, 2019.

A reconciliation of the change in unrecognized tax benefits for 2019, 2018 and 2017 is presented below:
 
2019
 
2018
 
2017
Balance at beginning of year
$
87.2

 
$
89.4

 
$
124.2

Decreases for prior year tax positions
(12.2
)
 
(2.2
)
 
(0.5
)
Increases (decreases) for current year tax positions
0.3

 
—

 
0.3

Increases (decreases) related to tax rate changes (a)
—

 
—

 
(34.6
)
Balance at end of year
$
75.3

 
$
87.2

 
$
89.4



(a)
As a result of the Tax Act, the value of unrecognized tax benefits associated with net operating loss carryforwards and other temporary differences was reduced to reflect the lower tax rates that will apply if the uncertainties related to these deferred tax assets materialize in the future.

Included in the balance of unrecognized tax benefits at December 31, 2019 and 2018, are $72.3 and $72.8 of tax benefits that, if recognized, would affect the effective tax rate. Also included in the balance of unrecognized tax benefits at December 31, 2019 and 2018, are $3.0 and $14.5 of tax benefits that, if recognized, would result in adjustments to other tax accounts, primarily deferred taxes.
XML 33 R9.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Proposed Cleveland-Cliffs Acquisition (Notes)
 12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block] Proposed Cleveland-Cliffs Acquisition
 

On December 2, 2019, we entered into an Agreement of Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) among us, Cleveland-Cliffs Inc. (“Cliffs”) and Pepper Merger Sub Inc., a direct, wholly owned subsidiary of Cliffs (“Merger Sub”) pursuant to which, subject to the satisfaction or (to the extent permissible) waiver of the conditions set forth therein, Cliffs will acquire AK Holding by way of the merger of Merger Sub with and into AK Holding (the “Merger”), with AK Holding surviving such Merger as a wholly owned subsidiary of Cliffs. Under the terms of the Merger Agreement, at the effective time of the Merger, AK Holding stockholders will become entitled to receive 0.40 Cliffs common shares for each outstanding share of AK Holding common stock they own at the effective time. Upon completion of the proposed Merger, it is expected that, AK Holding stockholders will own approximately 32% of the combined company and Cliffs shareholders will own approximately 68% of the combined company on a fully diluted basis. We expect to complete the Merger in the first quarter of 2020, subject to the receipt of customary regulatory and stockholder approvals and the satisfaction or (to the extent permissible) waiver of the other closing conditions under the Merger Agreement.

On January 14, 2020, Cliffs commenced consent solicitations and offers to exchange any and all outstanding 6.375% Senior Notes due 2025 (“2025 Notes”) and 7.00% Senior Notes due 2027 (“2027 Notes”) issued by AK Steel for the same aggregate principal amount of new notes to be issued by Cliffs, subject to completion of the Merger and the satisfaction of certain other conditions. On January 28, 2020, we received the requisite consents to adopt the proposed amendments to amend the respective indentures governing the 2025 Notes (“2025 Notes Indenture”) and the 2027 Notes (“2027 Notes Indenture”). Those amendments deleted certain covenants from the indentures, as set forth in a Form 8-K that we filed with the SEC on January 29, 2020. On January 29, 2020, we and U.S. Bank National Association, as trustee (the “Trustee”) entered into the Ninth Supplemental Indenture with respect to the 2027 Notes Indenture (the “Ninth Supplemental Indenture”) and the Tenth Supplemental Indenture with respect to the 2025 Notes Indenture (the “Tenth Supplemental Indenture” and, together with the Ninth Supplemental Indenture, the “Supplemental Indentures”) giving effect to the proposed amendments. The Supplemental Indentures will become operative as to the 2025 Notes and 2027 Notes only upon completion of the Merger and the satisfaction of certain other conditions.
XML 34 R38.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Comprehensive Income (Loss) (Tables)
 12 Months Ended
Dec. 31, 2019
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]  
Accumulated Other Comprehensive Income (Loss), Net of Tax

Other comprehensive income (loss), net of tax, information is presented below:
 
 
2019
 
2018
 
2017
Foreign currency translation
 
 
 
 
 
 
Balance at beginning of period
 
$
(0.6
)
 
$
1.1

 
$
(3.6
)
Other comprehensive income (loss)—foreign currency translation gain (loss)
 
(0.6
)
 
(1.7
)
 
4.7

Balance at end of period
 
$
(1.2
)
 
$
(0.6
)
 
$
1.1

Cash flow hedges
 
 
 
 
 
 
Balance at beginning of period
 
$
7.2

 
$
22.3

 
$
39.9

Cumulative effect of adopting new hedging standard
 
—

 
0.8

 
—

Other comprehensive income (loss):
 
 
 
 
 
 
Gains (losses) arising in period
 
(31.5
)
 
(5.6
)
 
(11.5
)
Income tax expense (benefit)
 
(1.1
)
 
—

 
—

Gains (losses) arising in period, net of tax
 
(30.4
)
 
(5.6
)
 
(11.5
)
Reclassification of losses (gains) to net income (loss):
 
 
 
 
 
 
Recorded in cost of products sold
 
8.9

 
(10.3
)
 
(6.1
)
Income tax (expense) benefit (b)
 
0.3

 
—

 
—

Net amount of reclassification of losses (gains) to net income (loss), net of tax
 
8.6

 
(10.3
)
 
(6.1
)
Total other comprehensive income (loss), net of tax
 
(21.8
)
 
(15.9
)
 
(17.6
)
Balance at end of period
 
$
(14.6
)
 
$
7.2

 
$
22.3

Pension and OPEB plans
 
 
 
 
 
 
Balance at beginning of period
 
$
(106.6
)
 
$
(73.6
)
 
$
(125.0
)
Other comprehensive income (loss):
 
 
 
 
 
 
Prior service credit (cost) arising in period
 
—

 
11.1

 
4.7

Gains (losses) arising in period
 
50.5

 
(63.6
)
 
94.2

Subtotal
 
50.5

 
(52.5
)
 
98.9

Income tax expense (benefit)
 
2.0

 
—

 
—

Gains (losses) arising in period, net of tax
 
48.5

 
(52.5
)
 
98.9

Reclassification to net income (loss):
 
 
 
 
 
 
Prior service costs (credits) (a)
 
(9.6
)
 
(9.8
)
 
(53.8
)
Actuarial (gains) losses (a)
 
15.7

 
29.3

 
6.3

Subtotal
 
6.1

 
19.5

 
(47.5
)
Income tax (expense) benefit (b)
 
0.2

 
—

 
—

Amount of reclassification to net income (loss), net of tax
 
5.9

 
19.5

 
(47.5
)
Total other comprehensive income (loss), net of tax
 
54.4

 
(33.0
)
 
51.4

Balance at end of period
 
$
(52.2
)
 
$
(106.6
)
 
$
(73.6
)

(a)
Included in pension and OPEB (income) expense
(b)
Included in income tax expense (benefit)
XML 35 R30.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Supplementary Financial Statement Information (Tables)
 12 Months Ended
Dec. 31, 2019
Restructuring Plan [Line Items]  
Disaggregation of Revenue
Net sales by market are presented below:
 
2019
 
2018
 
2017
Automotive
$
4,172.2

 
$
4,284.7

 
$
3,951.5

Infrastructure and Manufacturing
1,006.0

 
1,049.1

 
948.0

Distributors and Converters
1,181.2

 
1,484.4

 
1,181.0

Total
$
6,359.4

 
$
6,818.2

 
$
6,080.5


Net sales by product line are presented below:
 
2019
 
2018
 
2017
Carbon steel
$
4,143.6

 
$
4,409.1

 
$
4,034.5

Stainless and electrical steel
1,617.5

 
1,793.8

 
1,687.6

Tubular products, components and other
598.3

 
615.3

 
358.4

Total
$
6,359.4

 
$
6,818.2

 
$
6,080.5
Allowance for credit losses
Changes in the allowance for credit losses for the years ended December 31, 2019, 2018 and 2017, are presented below:
 
2019
 
2018
 
2017
Balance at beginning of year
$
6.6

 
$
6.8

 
$
7.8

Increase (decrease) in allowance
(1.6
)
 
0.3

 
(1.0
)
Receivables written off
(0.7
)
 
(0.5
)
 
—

Balance at end of year
$
4.3

 
$
6.6

 
$
6.8
Inventory
Inventories as of December 31, 2019 and 2018, consist of:
 
2019
 
2018
Finished and semi-finished
$
971.4

 
$
1,054.4

Raw materials
374.8

 
365.5

Inventory
$
1,346.2

 
$
1,419.9
Property, plant and equipment
Property, plant and equipment as of December 31, 2019 and 2018, consist of:
 
2019
 
2018
Land, land improvements and leaseholds
$
271.2

 
$
272.1

Buildings
514.8

 
509.7

Machinery and equipment
6,213.6

 
6,061.6

Construction in progress
169.3

 
125.8

Total
7,168.9

 
6,969.2

Less accumulated depreciation
(5,237.0
)
 
(5,057.6
)
Property, plant and equipment, net
$
1,931.9

 
$
1,911.6
Goodwill
Changes in goodwill for the years ended December 31, 2019, 2018 and 2017 are presented below:
 
2019
 
2018
 
2017
Balance at beginning of year
$
255.0

 
$
253.8

 
$
32.8

Acquisition
0.5

 
1.2

 
221.0

Balance at end of year
$
255.5

 
$
255.0

 
$
253.8
Intangible assets
Intangible assets at December 31, 2019 and 2018, consist of:
 
Gross Amount
 
Accumulated Amortization
 
Net Amount
As of December 31, 2019
 
 
 
 
 
Customer relationships
$
36.6

 
$
(12.5
)
 
$
24.1

Technology
23.0

 
(9.2
)
 
13.8

Intangible assets
$
59.6

 
$
(21.7
)
 
$
37.9

 
 
 
 
 
 
As of December 31, 2018
 
 
 
 
 
Customer relationships
$
36.6

 
$
(7.4
)
 
$
29.2

Technology
19.3

 
(4.6
)
 
14.7

Intangible assets
$
55.9

 
$
(12.0
)
 
$
43.9
Other non-current assets
Other non-current assets as of December 31, 2019 and 2018, consist of:
 
2019
 
2018
Operating lease assets
$
244.5

 
$
—

Investments in affiliates
79.5

 
80.5

Other
21.0

 
23.4

Other non-current assets
$
345.0

 
$
103.9
Accrued liabilities
Accrued liabilities as of December 31, 2019 and 2018, consist of:
 
2019
 
2018
Salaries, wages and benefits
$
83.0

 
$
127.8

Current portion of operating lease liabilities
49.6

 
—

Interest
33.8

 
34.8

Other
148.0

 
126.3

Accrued liabilities
$
314.4

 
$
288.9
Ashland Works Hot End [Member]  
Restructuring Plan [Line Items]  
Restructuring plans
In the fourth quarter of 2015, we temporarily idled the Ashland Works Hot End. We incurred charges in the fourth quarter of 2015 for supplemental unemployment and other employee benefit costs that were recorded as accrued liabilities, and the activity for the years ended December 31, 2018, and 2017 was as follows:
 
 
2018
 
2017
Balance at beginning of year
 
$
1.5

 
$
6.2

Payments
 
(1.5
)
 
(5.3
)
Additions to the reserve
 
—

 
0.6

Balance at end of year
 
$
—

 
$
1.5
Ashland Works [Member]  
Restructuring Plan [Line Items]  
Restructuring plans
The supplemental unemployment and other employee benefit costs were recorded as accrued and other non-current liabilities, and the activity for the year ended December 31, 2019, was as follows:
 
 
2019
Charge for supplemental unemployment and other employee benefit costs
 
$
20.1

Payments
 
(1.0
)
Balance at end of year
 
$
19.1
XML 36 R34.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Pension and Other Postretirement Benefits (Tables)
 12 Months Ended
Dec. 31, 2019
Retirement Benefits, Description [Abstract]  
Schedule of Defined Benefit Plans Disclosures
Amounts presented below are calculated based on benefit obligation and asset valuation measurement dates of December 31, 2019 and 2018:
 
Pension Benefits
 
Other Benefits
 
2019
 
2018
 
2019
 
2018
Change in benefit obligations:
 
 
 
 
 
 
 
Benefit obligations at beginning of year
$
2,210.0

 
$
2,808.0

 
$
398.2

 
$
448.5

Service cost
2.5

 
3.2

 
3.5

 
4.5

Interest cost
85.9

 
94.5

 
16.4

 
15.6

Plan participants’ contributions
—

 
—

 
24.3

 
24.7

Actuarial loss (gain)
206.5

 
(148.8
)
 
16.2

 
(23.7
)
Amendments
—

 
—

 
—

 
(11.1
)
Benefits paid
(211.3
)
 
(268.1
)
 
(53.2
)
 
(62.6
)
Annuity settlement
(615.6
)
 
(278.8
)
 
—

 
—

Termination benefits—Ashland Works
9.7

 
—

 
3.6

 
—

Medicare subsidy reimbursement received
—

 
—

 
2.1

 
2.3

Benefit obligations at end of year
$
1,687.7

 
$
2,210.0

 
$
411.1

 
$
398.2

 
 
 
 
 
 
 
 
Change in plan assets:
 

 
 

 
 

 
 

Fair value of plan assets at beginning of year
$
1,739.6

 
$
2,322.2

 
$
—

 
$
—

Actual gain (loss) on plan assets
382.5

 
(87.0
)
 
—

 
—

Employer contributions
44.8

 
51.3

 
26.8

 
35.6

Plan participants’ contributions
—

 
—

 
24.3

 
24.7

Benefits paid
(211.3
)
 
(268.1
)
 
(53.2
)
 
(62.6
)
Annuity settlement
(615.6
)
 
(278.8
)
 
—

 
—

Medicare subsidy reimbursement received
—

 
—

 
2.1

 
2.3

Fair value of plan assets at end of year
$
1,340.0

 
$
1,739.6

 
$
—

 
$
—

Funded status
$
(347.7
)
 
$
(470.4
)
 
$
(411.1
)
 
$
(398.2
)
 
 
 
 
 
 
 
 
Amounts recognized in the consolidated balance sheets:
 

 
 

 
 

 
 

Current liabilities
$
(5.4
)
 
$
(1.2
)
 
$
(35.6
)
 
$
(37.5
)
Noncurrent liabilities
(342.3
)
 
(469.2
)
 
(375.5
)
 
(360.7
)
Total
$
(347.7
)
 
$
(470.4
)
 
$
(411.1
)
 
$
(398.2
)
 
 
 
 
 
 
 
 
Amounts recognized in accumulated other comprehensive loss, before taxes:
 

 
 

 
 

 
 

Actuarial loss (gain)
$
48.5

 
$
134.1

 
$
(15.5
)
 
$
(35.4
)
Prior service cost (credit)
15.9

 
19.4

 
(69.2
)
 
(82.4
)
Total
$
64.4

 
$
153.5

 
$
(84.7
)
 
$
(117.8
)
Schedule of Assumptions Used
Assumptions used to value benefit obligations and determine pension and OPEB (income) expense are presented below:
 
Pension Benefits
 
Other Benefits
 
2019
 
2018
 
2017
 
2019
 
2018
 
2017
Assumptions used to determine benefit obligations at December 31:
 
 
 
 
 
 
 
 
 
 
 
Discount rate
3.29
%
 
4.22
%
 
3.54
%
 
3.33
%
 
4.27
%
 
3.59
%
Rate of compensation increase
4.00
%
 
4.00
%
 
4.00
%
 
 
 
 
 
 
Interest crediting rate
3.80
%
 
3.80
%
 
3.80
%
 
 
 
 
 
 
Subsequent year healthcare cost trend rate
 
 
 
 
 
 
6.17
%
 
6.50
%
 
6.65
%
Ultimate healthcare cost trend rate
 
 
 
 
 
 
4.50
%
 
4.50
%
 
4.50
%
Year ultimate healthcare cost trend rate begins
 
 
 
 
 
 
2025

 
2025

 
2025

 
 
 
 
 
 
 
 
 
 
 
 
Assumptions used to determine pension and OPEB (income) expense for the year ended December 31:
 
 
 
 
 
 
 
 
 
 
 
Discount rate
4.14
%
 
3.69
%
 
3.93
%
 
4.27
%
 
3.59
%
 
4.04
%
Expected return on plan assets
6.75
%
 
7.00
%
 
7.25
%
 
 
 
 
 
 
Rate of compensation increase
4.00
%
 
4.00
%
 
4.00
%
 
 
 
 
 
 
Interest crediting rate
3.80
%
 
3.80
%
 
3.80
%
 
 
 
 
 
 
Schedule of Expected Benefit Payments
Estimated future benefit payments to beneficiaries are presented below:
 
Pension
Plans
 
Other
Benefits
2020
$
142.6

 
$
35.6

2021
134.7

 
34.7

2022
137.2

 
34.0

2023
125.4

 
32.1

2024
130.7

 
30.4

2025 through 2029
592.7

 
129.4
Schedule of Plan Assets
Master pension trust investments measured at fair value on a recurring basis at December 31, 2019 and 2018 are presented below, with certain assets presented by level within the fair value hierarchy. As a practical expedient, we estimate the value of common/collective trusts and equity mutual funds by using the net asset value (“NAV”) per share multiplied by the number of shares of the trust investment held as of the measurement date. If we have the ability to redeem our investment in the respective alternative investment at the NAV with no significant restrictions on the redemption at the consolidated balance sheet date, excluding equity mutual funds, we categorized the alternative investment as a reconciliation of pension investments reported in the fair value hierarchy to the master pension trust’s balance. See Note 17 for more information on the determination of fair value.
 
 
Quoted Prices
in Active
Markets for
Identical Assets
 
Significant Other
Observable Inputs
 
 
 
 
 
 
(Level 1)
 
(Level 2)
 
Total
 
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
Investments in fair value hierarchy
 
 
 
 
 
 
 
 
 
 
 
 
Equity investments:
 
 
 
 
 
 
 
 
 
 
 
 
U.S. securities
 
$
39.1

 
$
35.4

 
$
—

 
$
—

 
$
39.1

 
$
35.4

Global securities
 
—

 
—

 
140.2

 
131.4

 
140.2

 
131.4

Fixed-income investments:
 


 


 


 


 


 


High-yield U.S. securities
 
—

 
—

 
87.2

 
84.5

 
87.2

 
84.5

Other U.S. securities
 
—

 
—

 
318.2

 
700.8

 
318.2

 
700.8

Global securities
 
—

 
—

 
66.1

 
82.8

 
66.1

 
82.8

Other investments
 
—

 
—

 
79.1

 
78.0

 
79.1

 
78.0

Total pension investments in fair value hierarchy
 
$
39.1

 
$
35.4

 
$
690.8

 
$
1,077.5

 
$
729.9

 
$
1,112.9

 
 
 
 
 
 
 
 
 
 
 
 
 
Investments with fair values measured at net asset value
 
 

 
 

 
 

 
 

 
 

 
 

Common/collective trusts:
 
 
 
 
 
 
 
 
 
 
 
 
U.S. equity securities (a)
 
 
 
 
 
 
 
 
 
367.2

 
355.8

Global equity securities (a)
 
 
 
 
 
 
 
 
 
196.9

 
178.2

Global fixed-income securities (b)
 
 
 
 
 
 
 
 
 
46.0

 
92.7

Total pension assets at fair value
 
 
 
 
 
 
 
 
 
$
1,340.0

 
$
1,739.6


(a)
Investments may include common stocks, options and futures.
(b)
Investments may include investment-grade and high-yield corporate bonds, interest rate swaps, options and futures.
Schedule of Net Benefit Costs
Components of pension and OPEB (income) expense for the years 2019, 2018 and 2017 are presented below:
 
Pension Benefits
 
Other Benefits
 
2019
 
2018
 
2017
 
2019
 
2018
 
2017
Components of pension and OPEB (income) expense:
 
 
 
 
 
 
 
 
 
 
 
Service cost
$
2.5

 
$
3.2

 
$
2.8

 
$
3.5

 
$
4.5

 
$
4.7

Interest cost
85.9

 
94.5

 
108.2

 
16.4

 
15.6

 
17.3

Expected return on plan assets
(109.7
)
 
(148.8
)
 
(149.9
)
 
—

 
—

 
—

Amortization of prior service cost (credit)
3.6

 
3.8

 
4.7

 
(13.2
)
 
(13.6
)
 
(58.5
)
Recognized net actuarial loss (gain):
 
 
 
 
 
 
 
 
 
 
 
Annual amortization
(7.6
)
 
16.1

 
10.5

 
(3.6
)
 
(1.3
)
 
(4.2
)
Settlement loss
26.9

 
14.5

 
—

 
—

 
—

 
—

Termination benefits—Ashland Works
9.7

 
—

 
—

 
3.6

 
—

 
—

Pension and OPEB (income) expense
$
11.3

 
$
(16.7
)
 
$
(23.7
)
 
$
6.7

 
$
5.2

 
$
(40.7
)
Schedule of Multiemployer Plans

Our participation in these multiemployer plans for the years ended December 31, 2019, 2018 and 2017, is presented below. We do not provide more than five percent of the total contributions to any multiemployer plan. Forms 5500 are not yet available for plan years ending in 2019.
Pension Fund
 
EIN/Pension Plan Number
 
Pension Protection Act Zone Status (a)
 
FIP/RP Status Pending/Implemented (b)
 
Contributions
 
Surcharge Imposed (c)
 
Expiration Date of Collective Bargaining Agreement
 
 
 
 
2019
 
2018
 
 
 
2019
 
2018
 
2017
 
 
 
 
Steelworkers Pension Trust
 
23-6648508/499
 
Green
 
Green
 
No
 
$
3.9

 
$
4.2

 
$
6.3

 
No
 
1/22/2021 to 5/14/2021 (d)
IAM National Pension Fund’s National Pension Plan
 
51-6031295/002
 
Red
 
Green
 
Yes
 
18.9

 
17.7

 
18.4

 
Yes
 
3/15/2020 to 6/15/2022 (e)
 
 
 
 
 
 
 
 
 
 
$
22.8

 
$
21.9

 
$
24.7

 
 
 
 
(a)
The most recent Pension Protection Act zone status available in 2019 and 2018 is for each plan’s year-end at December 31, 2018 and 2017, except that the IAM National Pension Fund’s National Pension Plan reflects the election by the Fund to place the Fund in Red Zone in April 2019. The plan’s actuary certifies the zone status. Generally, plans in the red zone are less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded. The Steelworkers Pension Trust and IAM National Pension Fund’s National Pension Plan elected funding relief under section 431(b)(8) of the Internal Revenue Code and section 304(b)(8) of the Employment Retirement Income Security Act of 1974 (ERISA). This election allows those plans’ investment losses for the plan year ended December 31, 2008, to be amortized over 29 years for funding purposes.
(b)
The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented, as defined by ERISA.
(c)
The surcharge represents an additional required contribution due as a result of the critical funding status of the plan.
(d)
We are a party to three collective bargaining agreements at our Ashland Works, Mansfield Works and at the AK Tube Walbridge plant that require contributions to the Steelworkers Pension Trust. The labor contract for approximately 100 hourly employees at the AK Tube Walbridge plant expires January 22, 2021. The labor contract for approximately 300 hourly employees at Mansfield Works expires on March 31, 2021. The labor contract for approximately 10 active hourly employees at the Ashland Works currently expires May 14, 2021.
(e)
We are a party to three collective bargaining agreements at our Butler Works, Middletown Works and Zanesville Works that require contributions to the IAM National Pension Fund’s National Pension Plan. The labor contract for approximately 1,750 hourly employees at Middletown Works expires on March 15, 2020. The labor contract for approximately 100 hourly employees at Zanesville Works expires on May 31, 2022. The labor contract for approximately 1,100 hourly employees at Butler Works expires on June 15, 2022.
XML 37 R55.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Supplementary Financial Statement Information - Other Non-current Assets (Details7) - USD ($)
$ in Millions
Dec. 31, 2019
Dec. 31, 2018
Other Assets, Noncurrent [Abstract]    
Operating Lease, Right-of-Use Asset $ 244.5 $ 0.0
Investments in affiliates 79.5 80.5
Other Assets, Miscellaneous, Noncurrent 21.0 23.4
Other non-current assets $ 345.0 $ 103.9
XML 38 R51.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Supplementary Financial Statement Information - Inventory (Details3) - USD ($)
$ in Millions
Dec. 31, 2019
Dec. 31, 2018
Inventory Disclosure [Abstract]    
Finished and semi-finished $ 971.4 $ 1,054.4
Raw materials 374.8 365.5
Inventory $ 1,346.2 $ 1,419.9
XML 39 R59.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Investments in Affiliates (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Schedule of Equity Method Investments [Line Items]      
Credit for adjustment of liability for transportation costs $ 0.0 $ 0.0 $ 19.3
Combined Metals of Chicago, LLC [Member]      
Schedule of Equity Method Investments [Line Items]      
Equity method investment, ownership percentage (in hundredths) 40.00%    
Delaco Processing, LLC [Member]      
Schedule of Equity Method Investments [Line Items]      
Equity method investment, ownership percentage (in hundredths) 49.00%    
Rockport Roll Shop LLC [Member]      
Schedule of Equity Method Investments [Line Items]      
Equity method investment, ownership percentage (in hundredths) 50.00%    
Spartan Steel Coating, LLC [Member]      
Schedule of Equity Method Investments [Line Items]      
Equity method investment, ownership percentage (in hundredths) 48.00%    
Difference between carrying amount and underlying equity $ 7.7    
Cost of Products Sold [Member]      
Schedule of Equity Method Investments [Line Items]      
Share of income (loss) from equity method investments $ 5.1 $ 6.6 7.0
Transportation Agreement [Member]      
Schedule of Equity Method Investments [Line Items]      
Credit for adjustment of liability for transportation costs     $ 19.3
XML 40 R72.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Pension and Other Postretirement Benefits (Details)
$ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2019
USD ($)
employees
Dec. 31, 2018
USD ($)
employees
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Amounts recognized in the consolidated balance sheets:          
Current liabilities $ (41.0) $ (38.7) $ (41.0) $ (38.7)  
Noncurrent liabilities (717.8) (829.9) (717.8) (829.9)  
Pension Plans, Defined Benefit [Member]          
Defined Benefit Plan Disclosure [Line Items]          
Future pension contributions in next fiscal year 45.0   45.0    
Defined Benefit Plans, Estimated Future Employer Contributions, Year Two 45.0   45.0    
Defined Benefit Plans, Estimated Future Employer Contributions, Year Three 35.0   35.0    
Defined Benefit Plan, Expected Future Benefit Payment, Next Twelve Months 142.6   142.6    
Change in benefit obligations:          
Benefit obligations at beginning of year     2,210.0 2,808.0  
Service cost     2.5 3.2 $ 2.8
Interest cost     85.9 94.5 108.2
Plan participants’ contributions     0.0 0.0  
Actuarial loss (gain)     206.5 (148.8)  
Amendments     0.0 0.0  
Benefits paid     (211.3) (268.1)  
Annuity settlement (615.6) (278.8) (615.6) (278.8)  
Termination benefits—Ashland Works     9.7 0.0 0.0
Medicare subsidy reimbursement received     0.0 0.0  
Benefit obligations at end of year 1,687.7 2,210.0 1,687.7 2,210.0 2,808.0
Change in plan assets:          
Fair value of plan assets at beginning of year     1,739.6 2,322.2  
Actual gain (loss) on plan assets     382.5 (87.0)  
Employer contributions     44.8 51.3  
Plan participants’ contributions     0.0 0.0  
Benefits paid     (211.3) (268.1)  
Annuity settlement     (615.6) (278.8)  
Medicare subsidy reimbursement received     0.0 0.0  
Fair value of plan assets at end of year 1,340.0 1,739.6 1,340.0 1,739.6 2,322.2
Funded status (347.7) (470.4) (347.7) (470.4)  
Amounts recognized in the consolidated balance sheets:          
Current liabilities (5.4) (1.2) (5.4) (1.2)  
Noncurrent liabilities (342.3) (469.2) (342.3) (469.2)  
Net amount recognized (347.7) (470.4) (347.7) (470.4)  
Amounts recognized in accumulated other comprehensive loss, before taxes:          
Actuarial loss (gain) 48.5 134.1 48.5 134.1  
Prior service cost (credit) 15.9 19.4 15.9 19.4  
Net amount recognized 64.4 153.5 64.4 153.5  
Aggregate accumulated benefit obligation $ 1,675.8 $ 2,188.6 1,675.8 2,188.6  
Number Of Retirees Beneficiaries Affected By Settlement | employees 4,250 5,400      
Gain (Loss) Due to Pension Settlement $ (26.9) $ (14.5) (26.9) (14.5) 0.0
Other Postretirement Benefit Plans, Defined Benefit [Member]          
Defined Benefit Plan Disclosure [Line Items]          
Defined Benefit Plan, Expected Future Benefit Payment, Next Twelve Months 35.6   35.6    
Change in benefit obligations:          
Benefit obligations at beginning of year     398.2 448.5  
Service cost     3.5 4.5 4.7
Interest cost     16.4 15.6 17.3
Plan participants’ contributions     24.3 24.7  
Actuarial loss (gain)     16.2 (23.7)  
Amendments     0.0 (11.1)  
Benefits paid     (53.2) (62.6)  
Annuity settlement     0.0 0.0  
Termination benefits—Ashland Works     3.6 0.0 0.0
Medicare subsidy reimbursement received     2.1 2.3  
Benefit obligations at end of year 411.1 398.2 411.1 398.2 448.5
Change in plan assets:          
Fair value of plan assets at beginning of year     0.0 0.0  
Actual gain (loss) on plan assets     0.0 0.0  
Employer contributions     26.8 35.6  
Plan participants’ contributions     24.3 24.7  
Benefits paid     (53.2) (62.6)  
Annuity settlement     0.0 0.0  
Medicare subsidy reimbursement received     2.1 2.3  
Fair value of plan assets at end of year 0.0 0.0 0.0 0.0 0.0
Funded status (411.1) (398.2) (411.1) (398.2)  
Amounts recognized in the consolidated balance sheets:          
Current liabilities (35.6) (37.5) (35.6) (37.5)  
Noncurrent liabilities (375.5) (360.7) (375.5) (360.7)  
Net amount recognized (411.1) (398.2) (411.1) (398.2)  
Amounts recognized in accumulated other comprehensive loss, before taxes:          
Actuarial loss (gain) (15.5) (35.4) (15.5) (35.4)  
Prior service cost (credit) (69.2) (82.4) (69.2) (82.4)  
Net amount recognized $ (84.7) $ (117.8) (84.7) (117.8)  
Gain (Loss) Due to Pension Settlement     0.0 $ 0.0 $ 0.0
Defined Benefit Plan Mortality Table [Member] | Pension Plans, Defined Benefit [Member]          
Change in benefit obligations:          
Actuarial loss (gain)     31.0    
Defined Benefit Plan Discount Rate [Member] | Pension Plans, Defined Benefit [Member]          
Change in benefit obligations:          
Actuarial loss (gain)     182.4    
Defined Benefit Plan Discount Rate [Member] | Other Postretirement Benefit Plans, Defined Benefit [Member]          
Change in benefit obligations:          
Actuarial loss (gain)     33.7    
Defined Benefit Plan Asset Return [Member] | Pension Plans, Defined Benefit [Member]          
Change in benefit obligations:          
Actuarial loss (gain)     (272.8)    
Pension and OPEB Expense (Income) [Member]          
Change in benefit obligations:          
Termination benefits—Ashland Works     $ 13.3    
XML 41 R82.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Environmental and Legal Contingencies (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]      
Environmental-related capital investments $ 23.0 $ 7.1 $ 6.8
Environmental compliance costs $ 141.3 $ 126.3 $ 129.5
XML 42 R86.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Environmental and Legal Contingencies (Details 5) - Asbestos Issue [Member]
$ in Millions
 12 Months Ended
Dec. 31, 2019
USD ($)
claims-lawsuits
Dec. 31, 2018
USD ($)
claims-lawsuits
Dec. 31, 2017
USD ($)
claims-lawsuits
Jun. 14, 2019
USD ($)
Loss Contingency, Claims Quantities [Abstract]        
New Claims Filed | claims-lawsuits 64 68 58  
Pending Claims Disposed Of | claims-lawsuits 40 61 61  
Liability for Asbestos and Environmental Claims, Net, Claims Paid | $ $ 3.5 $ 1.4 $ 1.2  
Loss Contingency, Jointly And Severally Liable In Litigation | $       $ 8.1
XML 43 R76.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Pension and Other Postretirement Benefits - Benefit Costs (Details 5) - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Recognized net actuarial loss (gain):          
Pension and OPEB (income) expense     $ 17.8 $ (11.6) $ (64.4)
Expense for defined contribution plans     29.0 31.1 24.9
Pension Plans, Defined Benefit [Member]          
Components of pension and OPEB (income) expense:          
Service cost     2.5 3.2 2.8
Interest cost     85.9 94.5 108.2
Expected return on plan assets     (109.7) (148.8) (149.9)
Amortization of prior service cost (credit)     3.6 3.8 4.7
Recognized net actuarial loss (gain):          
Annual amortization     (7.6) 16.1 10.5
Settlement (gain) loss $ 26.9 $ 14.5 26.9 14.5 0.0
Termination benefits—Ashland Works     9.7 0.0 0.0
Pension and OPEB (income) expense     11.3 (16.7) (23.7)
Other Postretirement Benefit Plans, Defined Benefit [Member]          
Components of pension and OPEB (income) expense:          
Service cost     3.5 4.5 4.7
Interest cost     16.4 15.6 17.3
Expected return on plan assets     0.0 0.0 0.0
Amortization of prior service cost (credit)     (13.2) (13.6) (58.5)
Recognized net actuarial loss (gain):          
Annual amortization     (3.6) (1.3) (4.2)
Settlement (gain) loss     0.0 0.0 0.0
Termination benefits—Ashland Works     3.6 0.0 0.0
Pension and OPEB (income) expense     $ 6.7 $ 5.2 $ (40.7)
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