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T
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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£
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
31-1401455
|
(State or other jurisdiction of incorporation or organization)
|
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(I.R.S. Employer Identification No.)
|
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9227 Centre Pointe Drive, West Chester, Ohio
|
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45069
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
|
T
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Accelerated filer
|
£
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Non-accelerated filer
|
£
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Smaller reporting company
|
£
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Page
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AK STEEL HOLDING CORPORATION
|
||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||||||||
(dollars in millions, except per share data)
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
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Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(unaudited)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
1,331.3
|
|
|
$
|
1,463.5
|
|
|
$
|
4,105.6
|
|
|
$
|
4,510.6
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of products sold (exclusive of items shown separately below)
|
|
1,222.4
|
|
|
1,385.0
|
|
|
3,783.9
|
|
|
4,186.4
|
|
||||
Selling and administrative expenses (exclusive of items shown separately below)
|
|
51.5
|
|
|
51.9
|
|
|
153.3
|
|
|
158.5
|
|
||||
Depreciation
|
|
48.4
|
|
|
48.2
|
|
|
144.9
|
|
|
144.9
|
|
||||
Pension and OPEB expense (income)
|
|
(16.9
|
)
|
|
(9.6
|
)
|
|
(49.3
|
)
|
|
(28.0
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total operating costs
|
|
1,305.4
|
|
|
1,475.5
|
|
|
4,032.8
|
|
|
4,461.8
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating profit (loss)
|
|
25.9
|
|
|
(12.0
|
)
|
|
72.8
|
|
|
48.8
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
32.1
|
|
|
22.4
|
|
|
95.1
|
|
|
60.4
|
|
||||
Other income (expense)
|
|
(2.8
|
)
|
|
5.7
|
|
|
1.5
|
|
|
1.9
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income taxes
|
|
(9.0
|
)
|
|
(28.7
|
)
|
|
(20.8
|
)
|
|
(9.7
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income tax provision
|
|
6.7
|
|
|
23.8
|
|
|
13.6
|
|
|
767.3
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
(15.7
|
)
|
|
(52.5
|
)
|
|
(34.4
|
)
|
|
(777.0
|
)
|
||||
Less: Net income attributable to noncontrolling interests
|
|
16.0
|
|
|
8.4
|
|
|
47.6
|
|
|
19.9
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to AK Steel Holding Corporation
|
|
$
|
(31.7
|
)
|
|
$
|
(60.9
|
)
|
|
$
|
(82.0
|
)
|
|
$
|
(796.9
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to AK Steel Holding Corporation common stockholders
|
|
$
|
(0.23
|
)
|
|
$
|
(0.55
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(7.21
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared and paid per share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.10
|
|
AK STEEL HOLDING CORPORATION
|
||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
||||||||||||||||
(dollars in millions)
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(unaudited)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income (loss)
|
|
$
|
(15.7
|
)
|
|
$
|
(52.5
|
)
|
|
$
|
(34.4
|
)
|
|
$
|
(777.0
|
)
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation gain (loss)
|
|
1.2
|
|
|
0.7
|
|
|
0.5
|
|
|
0.3
|
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Gains (losses) arising in period
|
|
10.3
|
|
|
(8.5
|
)
|
|
0.6
|
|
|
(21.2
|
)
|
||||
Reclassification of losses (gains) to net income (loss)
|
|
(5.9
|
)
|
|
11.3
|
|
|
(20.5
|
)
|
|
31.9
|
|
||||
Unrealized holding gains (losses) on securities:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gains (losses) arising in period
|
|
—
|
|
|
0.5
|
|
|
0.2
|
|
|
0.8
|
|
||||
Pension and OPEB plans:
|
|
|
|
|
|
|
|
|
||||||||
Prior service credit (cost) arising in period
|
|
(6.1
|
)
|
|
—
|
|
|
(6.1
|
)
|
|
—
|
|
||||
Gains (losses) arising in period
|
|
9.6
|
|
|
—
|
|
|
9.6
|
|
|
—
|
|
||||
Reclassification of prior service cost (credits) included in net income (loss)
|
|
(19.1
|
)
|
|
(18.3
|
)
|
|
(57.3
|
)
|
|
(55.0
|
)
|
||||
Reclassification of losses (gains) included in net income (loss)
|
|
6.6
|
|
|
6.1
|
|
|
21.0
|
|
|
18.3
|
|
||||
Other comprehensive income (loss), before tax
|
|
(3.4
|
)
|
|
(8.2
|
)
|
|
(52.0
|
)
|
|
(24.9
|
)
|
||||
Income tax provision related to items of comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other comprehensive income (loss)
|
|
(3.4
|
)
|
|
(8.2
|
)
|
|
(52.0
|
)
|
|
(24.9
|
)
|
||||
Comprehensive income (loss)
|
|
(19.1
|
)
|
|
(60.7
|
)
|
|
(86.4
|
)
|
|
(801.9
|
)
|
||||
Less: Comprehensive income attributable to noncontrolling interests
|
|
16.0
|
|
|
8.4
|
|
|
47.6
|
|
|
19.9
|
|
||||
Comprehensive income (loss) attributable to AK Steel Holding Corporation
|
|
$
|
(35.1
|
)
|
|
$
|
(69.1
|
)
|
|
$
|
(134.0
|
)
|
|
$
|
(821.8
|
)
|
(unaudited)
|
|
September 30,
2013 |
|
December 31, 2012
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
65.7
|
|
|
$
|
227.0
|
|
Accounts receivable, net
|
|
536.6
|
|
|
473.9
|
|
||
Inventory, net
|
|
684.6
|
|
|
609.2
|
|
||
Deferred tax assets, current
|
|
70.8
|
|
|
73.2
|
|
||
Other current assets
|
|
44.8
|
|
|
59.4
|
|
||
Total current assets
|
|
1,402.5
|
|
|
1,442.7
|
|
||
Property, plant and equipment
|
|
5,974.0
|
|
|
5,943.9
|
|
||
Accumulated depreciation
|
|
(4,068.3
|
)
|
|
(3,931.6
|
)
|
||
Property, plant and equipment, net
|
|
1,905.7
|
|
|
2,012.3
|
|
||
Other non-current assets:
|
|
|
|
|
||||
Investment in AFSG Holdings, Inc.
|
|
55.6
|
|
|
55.6
|
|
||
Investment in Magnetation LLC
|
|
190.4
|
|
|
150.0
|
|
||
Goodwill
|
|
37.1
|
|
|
37.1
|
|
||
Deferred tax assets, non-current
|
|
79.6
|
|
|
88.2
|
|
||
Other non-current assets
|
|
95.5
|
|
|
117.2
|
|
||
TOTAL ASSETS
|
|
$
|
3,766.4
|
|
|
$
|
3,903.1
|
|
LIABILITIES AND EQUITY (DEFICIT)
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Short-term borrowings under credit facility
|
|
$
|
185.0
|
|
|
$
|
—
|
|
Accounts payable
|
|
563.9
|
|
|
538.3
|
|
||
Accrued liabilities
|
|
179.1
|
|
|
164.8
|
|
||
Current portion of long-term debt
|
|
0.7
|
|
|
0.7
|
|
||
Current portion of pension and other postretirement benefit obligations
|
|
78.9
|
|
|
108.6
|
|
||
Total current liabilities
|
|
1,007.6
|
|
|
812.4
|
|
||
Non-current liabilities:
|
|
|
|
|
||||
Long-term debt
|
|
1,415.4
|
|
|
1,411.2
|
|
||
Pension and other postretirement benefit obligations
|
|
1,447.1
|
|
|
1,661.7
|
|
||
Other non-current liabilities
|
|
108.1
|
|
|
108.8
|
|
||
TOTAL LIABILITIES
|
|
3,978.2
|
|
|
3,994.1
|
|
||
Equity (deficit):
|
|
|
|
|
||||
Common stock, authorized 200,000,000 shares of $.01 par value each; issued 149,651,303 and 149,094,571 shares in 2013 and 2012; outstanding 136,341,621 and 135,944,172 shares in 2013 and 2012
|
|
1.5
|
|
|
1.5
|
|
||
Additional paid-in capital
|
|
2,077.1
|
|
|
2,069.7
|
|
||
Treasury stock, common shares at cost, 13,309,682 and 13,150,399 shares in 2013 and 2012
|
|
(174.0
|
)
|
|
(173.3
|
)
|
||
Accumulated deficit
|
|
(2,486.3
|
)
|
|
(2,404.3
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
(50.9
|
)
|
|
1.1
|
|
||
Total stockholders’ equity (deficit)
|
|
(632.6
|
)
|
|
(505.3
|
)
|
||
Noncontrolling interests
|
|
420.8
|
|
|
414.3
|
|
||
TOTAL EQUITY (DEFICIT)
|
|
(211.8
|
)
|
|
(91.0
|
)
|
||
TOTAL LIABILITIES AND EQUITY (DEFICIT)
|
|
$
|
3,766.4
|
|
|
$
|
3,903.1
|
|
(unaudited)
|
|
September 30,
2013 |
|
December 31, 2012
|
||||
SunCoke Middletown
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
13.4
|
|
|
$
|
—
|
|
Accounts receivable, net
|
|
0.5
|
|
|
1.0
|
|
||
Inventory, net
|
|
23.3
|
|
|
28.3
|
|
||
Property, plant and equipment
|
|
417.6
|
|
|
414.5
|
|
||
Accumulated depreciation
|
|
(25.5
|
)
|
|
(15.0
|
)
|
||
Accounts payable
|
|
10.5
|
|
|
15.4
|
|
||
Other assets (liabilities), net
|
|
0.1
|
|
|
(1.2
|
)
|
||
Noncontrolling interests
|
|
418.9
|
|
|
412.2
|
|
||
|
|
|
|
|
||||
Other variable interest entities
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
0.8
|
|
|
$
|
1.2
|
|
Property, plant and equipment
|
|
11.5
|
|
|
11.4
|
|
||
Accumulated depreciation
|
|
(9.1
|
)
|
|
(8.9
|
)
|
||
Other assets (liabilities), net
|
|
0.6
|
|
|
0.6
|
|
||
Noncontrolling interests
|
|
1.9
|
|
|
2.1
|
|
AK STEEL HOLDING CORPORATION
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
(dollars in millions)
|
||||||||
|
|
Nine Months Ended September 30,
|
||||||
(unaudited)
|
|
2013
|
|
2012
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
(34.4
|
)
|
|
$
|
(777.0
|
)
|
Depreciation
|
|
134.4
|
|
|
134.7
|
|
||
Depreciation—SunCoke Middletown
|
|
10.5
|
|
|
10.2
|
|
||
Amortization
|
|
15.1
|
|
|
12.8
|
|
||
Deferred income taxes
|
|
11.0
|
|
|
753.4
|
|
||
Pension and OPEB expense (income)
|
|
(49.3
|
)
|
|
(28.0
|
)
|
||
Contributions to pension trust
|
|
(140.2
|
)
|
|
(170.2
|
)
|
||
Contributions to Butler and Zanesville retirees VEBAs
|
|
(30.8
|
)
|
|
(31.7
|
)
|
||
Other postretirement benefit payments
|
|
(47.2
|
)
|
|
(48.3
|
)
|
||
Changes in working capital
|
|
(91.7
|
)
|
|
(217.1
|
)
|
||
Changes in working capital—SunCoke Middletown
|
|
(1.0
|
)
|
|
(29.8
|
)
|
||
Other operating items, net
|
|
(0.1
|
)
|
|
3.1
|
|
||
Net cash flows from operating activities
|
|
(223.7
|
)
|
|
(387.9
|
)
|
||
|
|
|
|
|
||||
Cash flows from investing activities
:
|
|
|
|
|
||||
Capital investments
|
|
(45.3
|
)
|
|
(31.8
|
)
|
||
Capital investments—SunCoke Middletown
|
|
(2.8
|
)
|
|
(17.5
|
)
|
||
Investments in acquired businesses
|
|
(50.0
|
)
|
|
(38.1
|
)
|
||
Other investing items, net
|
|
15.1
|
|
|
4.6
|
|
||
Net cash flows from investing activities
|
|
(83.0
|
)
|
|
(82.8
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
||||
Net borrowings under credit facility
|
|
185.0
|
|
|
192.0
|
|
||
Proceeds from issuance of long-term debt
|
|
31.9
|
|
|
373.3
|
|
||
Redemption of long-term debt
|
|
(27.2
|
)
|
|
(73.9
|
)
|
||
Debt issuance costs
|
|
(3.1
|
)
|
|
(8.6
|
)
|
||
Purchase of treasury stock
|
|
(0.7
|
)
|
|
(1.7
|
)
|
||
Common stock dividends paid
|
|
—
|
|
|
(11.0
|
)
|
||
SunCoke Middletown advances from (distributions to) noncontrolling interest owners
|
|
(41.1
|
)
|
|
5.5
|
|
||
Other financing items, net
|
|
0.6
|
|
|
0.2
|
|
||
Net cash flows from financing activities
|
|
145.4
|
|
|
475.8
|
|
||
|
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
|
(161.3
|
)
|
|
5.1
|
|
||
|
|
|
|
|
||||
Cash and cash equivalents, beginning of period
|
|
227.0
|
|
|
42.0
|
|
||
|
|
|
|
|
||||
Cash and cash equivalents, end of period
|
|
$
|
65.7
|
|
|
$
|
47.1
|
|
(unaudited)
|
|
Common
Stock
|
|
Addi-
tional
Paid-In
Capital
|
|
Treasury
Stock
|
|
Accum-
ulated
Deficit
|
|
Accum-
ulated
Other
Compre-
hensive
Income (Loss)
|
|
Noncon-
trolling
Interests
|
|
Total
|
||||||||||||||
December 31, 2011
|
|
$
|
1.2
|
|
|
$
|
1,922.2
|
|
|
$
|
(171.6
|
)
|
|
$
|
(1,366.0
|
)
|
|
$
|
2.7
|
|
|
$
|
(11.3
|
)
|
|
$
|
377.2
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
(796.9
|
)
|
|
|
|
|
19.9
|
|
|
(777.0
|
)
|
|||||||
Share-based compensation
|
|
|
|
|
12.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.0
|
|
|||||||
Tax provision from common stock compensation
|
|
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.5
|
)
|
|||||||
Purchase of treasury stock
|
|
|
|
|
|
|
|
(1.7
|
)
|
|
|
|
|
|
|
|
|
|
|
(1.7
|
)
|
|||||||
Change in accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24.9
|
)
|
|
|
|
|
(24.9
|
)
|
|||||||
Common stock dividends
|
|
|
|
|
|
|
|
|
|
|
(11.0
|
)
|
|
|
|
|
|
|
(11.0
|
)
|
||||||||
Income tax payable assumed by noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
12.0
|
|
|
12.0
|
|
||||||||||||
September 30, 2012
|
|
$
|
1.2
|
|
|
$
|
1,933.7
|
|
|
$
|
(173.3
|
)
|
|
$
|
(2,173.9
|
)
|
|
$
|
(22.2
|
)
|
|
$
|
20.6
|
|
|
$
|
(413.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2012
|
|
$
|
1.5
|
|
|
$
|
2,069.7
|
|
|
$
|
(173.3
|
)
|
|
$
|
(2,404.3
|
)
|
|
$
|
1.1
|
|
|
$
|
414.3
|
|
|
$
|
(91.0
|
)
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
(82.0
|
)
|
|
|
|
|
47.6
|
|
|
(34.4
|
)
|
|||||||
Share-based compensation
|
|
|
|
|
7.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.4
|
|
|||||||
Purchase of treasury stock
|
|
|
|
|
|
|
|
(0.7
|
)
|
|
|
|
|
|
|
|
|
|
|
(0.7
|
)
|
|||||||
Change in accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(52.0
|
)
|
|
|
|
|
(52.0
|
)
|
|||||||
Net distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
(41.1
|
)
|
|
(41.1
|
)
|
||||||||||||
September 30, 2013
|
|
$
|
1.5
|
|
|
$
|
2,077.1
|
|
|
$
|
(174.0
|
)
|
|
$
|
(2,486.3
|
)
|
|
$
|
(50.9
|
)
|
|
$
|
420.8
|
|
|
$
|
(211.8
|
)
|
|
|
|
September 30,
2013 |
|
December 31, 2012
|
||||
Finished and semi-finished
|
$
|
755.2
|
|
|
$
|
728.5
|
|
Raw materials
|
330.2
|
|
|
315.7
|
|
||
Total cost
|
1,085.4
|
|
|
1,044.2
|
|
||
Adjustment to state inventories at LIFO value
|
(400.8
|
)
|
|
(435.0
|
)
|
||
Inventory, net
|
$
|
684.6
|
|
|
$
|
609.2
|
|
|
|
|
|
September 30,
2013 |
|
December 31, 2012
|
||||
Credit Facility
|
$
|
185.0
|
|
|
$
|
—
|
|
8.75% Senior Secured Notes due December 2018
|
380.0
|
|
|
350.0
|
|
||
5.00% Exchangeable Senior Notes due November 2019 (effective rate of 10.8%)
|
150.0
|
|
|
150.0
|
|
||
7.625% Senior Notes due May 2020
|
529.8
|
|
|
550.0
|
|
||
8.375% Senior Notes due April 2022
|
290.2
|
|
|
300.0
|
|
||
Industrial Revenue Bonds due 2013 through 2030
|
100.3
|
|
|
100.9
|
|
||
Unamortized debt discount/premium, net
|
(34.2
|
)
|
|
(39.0
|
)
|
||
Total debt
|
1,601.1
|
|
|
1,411.9
|
|
||
Less:
|
|
|
|
||||
Borrowings under Credit Facility classified as short-term
|
185.0
|
|
|
—
|
|
||
Current portion of long-term debt
|
0.7
|
|
|
0.7
|
|
||
Total long-term debt
|
$
|
1,415.4
|
|
|
$
|
1,411.2
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Pension Benefits
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
0.7
|
|
|
$
|
0.8
|
|
|
$
|
1.9
|
|
|
$
|
2.4
|
|
Interest cost
|
34.7
|
|
|
40.1
|
|
|
104.1
|
|
|
120.2
|
|
||||
Expected return on assets
|
(46.2
|
)
|
|
(47.4
|
)
|
|
(138.3
|
)
|
|
(141.0
|
)
|
||||
Amortization of prior service cost
|
0.9
|
|
|
1.1
|
|
|
2.7
|
|
|
3.0
|
|
||||
Amortization of (gain) loss
|
6.7
|
|
|
6.1
|
|
|
20.0
|
|
|
18.3
|
|
||||
Settlement (gain)
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
||||
Net periodic benefit cost (income)
|
$
|
(4.0
|
)
|
|
$
|
0.7
|
|
|
$
|
(10.4
|
)
|
|
$
|
2.9
|
|
|
|
|
|
|
|
|
|
||||||||
Other Postretirement Benefits
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
1.1
|
|
|
$
|
1.2
|
|
|
$
|
3.5
|
|
|
$
|
3.4
|
|
Interest cost
|
5.3
|
|
|
7.9
|
|
|
15.8
|
|
|
23.7
|
|
||||
Amortization of prior service cost (credit)
|
(20.0
|
)
|
|
(19.4
|
)
|
|
(60.0
|
)
|
|
(58.0
|
)
|
||||
Amortization of (gain) loss
|
0.7
|
|
|
—
|
|
|
1.8
|
|
|
—
|
|
||||
Net periodic benefit cost (income)
|
$
|
(12.9
|
)
|
|
$
|
(10.3
|
)
|
|
$
|
(38.9
|
)
|
|
$
|
(30.9
|
)
|
|
|
September 30,
2013 |
|
December 31, 2012
|
||||
Accrued liabilities
|
$
|
14.7
|
|
|
$
|
19.6
|
|
Other non-current liabilities
|
26.7
|
|
|
27.4
|
|
|
Asbestos Cases Pending at
|
|||
|
September 30, 2013
|
|||
Cases with specific dollar claims for damages:
|
|
|
|
|
Claims up to $0.2
|
|
119
|
|
|
Claims above $0.2 to $5.0
|
|
6
|
|
|
Claims above $5.0 to $15.0
|
|
2
|
|
|
Claims above $15.0 to $20.0
|
|
2
|
|
|
Total claims with specific dollar claims for damages (a)
|
|
129
|
|
|
Cases without a specific dollar claim for damages
|
|
308
|
|
|
Total asbestos cases pending
|
|
437
|
|
|
(a)
|
Involve a total of
2,385
plaintiffs and
17,626
defendants
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Share-based Compensation Expense
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Stock options
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
1.2
|
|
|
$
|
2.2
|
|
Restricted stock
|
0.3
|
|
|
0.6
|
|
|
2.5
|
|
|
4.7
|
|
||||
Restricted stock units issued to Directors
|
0.3
|
|
|
0.2
|
|
|
0.7
|
|
|
0.6
|
|
||||
Performance shares
|
1.0
|
|
|
1.4
|
|
|
3.0
|
|
|
4.5
|
|
||||
Total share-based compensation expense
|
$
|
1.7
|
|
|
$
|
2.3
|
|
|
$
|
7.4
|
|
|
$
|
12.0
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Component of accumulated other comprehensive income (loss)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
|
$
|
2.8
|
|
|
$
|
2.4
|
|
|
$
|
3.5
|
|
|
$
|
2.8
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation gain (loss)
|
|
1.2
|
|
|
0.7
|
|
|
0.5
|
|
|
0.3
|
|
||||
Balance at end of period
|
|
$
|
4.0
|
|
|
$
|
3.1
|
|
|
$
|
4.0
|
|
|
$
|
3.1
|
|
Cash flow hedges
|
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
|
$
|
7.4
|
|
|
$
|
(3.0
|
)
|
|
$
|
31.7
|
|
|
$
|
(10.9
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Gains (losses) arising in period
|
|
10.3
|
|
|
(8.5
|
)
|
|
0.6
|
|
|
(21.2
|
)
|
||||
Reclassification of losses (gains) to net income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Hot roll carbon steel coil contracts (a)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
||||
Other commodity contracts (b)
|
|
(5.9
|
)
|
|
11.3
|
|
|
(20.1
|
)
|
|
31.9
|
|
||||
Net amount of reclassification of losses (gains) to net income (loss)
|
|
(5.9
|
)
|
|
11.3
|
|
|
(20.5
|
)
|
|
31.9
|
|
||||
Total other comprehensive income (loss), net of tax
|
|
4.4
|
|
|
2.8
|
|
|
(19.9
|
)
|
|
10.7
|
|
||||
Balance at end of period
|
|
$
|
11.8
|
|
|
$
|
(0.2
|
)
|
|
$
|
11.8
|
|
|
$
|
(0.2
|
)
|
Unrealized holding gains (losses) on securities
|
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
|
$
|
0.5
|
|
|
$
|
(0.3
|
)
|
|
$
|
0.3
|
|
|
$
|
(0.6
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gains (losses) arising in period
|
|
—
|
|
|
0.5
|
|
|
0.2
|
|
|
0.8
|
|
||||
Balance at end of period
|
|
$
|
0.5
|
|
|
$
|
0.2
|
|
|
$
|
0.5
|
|
|
$
|
0.2
|
|
Pension and OPEB plans
|
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
|
$
|
(58.2
|
)
|
|
$
|
(13.1
|
)
|
|
$
|
(34.4
|
)
|
|
$
|
11.4
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Prior service credit (cost) arising in period
|
|
(6.1
|
)
|
|
—
|
|
|
(6.1
|
)
|
|
—
|
|
||||
Gains (losses) arising in period
|
|
9.6
|
|
|
—
|
|
|
9.6
|
|
|
—
|
|
||||
Subtotal
|
|
3.5
|
|
|
—
|
|
|
3.5
|
|
|
—
|
|
||||
Reclassification to net income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Prior service costs (credits) (c)
|
|
(19.1
|
)
|
|
(18.3
|
)
|
|
(57.3
|
)
|
|
(55.0
|
)
|
||||
Actuarial (gains) losses (c)
|
|
6.6
|
|
|
6.1
|
|
|
21.0
|
|
|
18.3
|
|
||||
Amount of reclassification to net income (loss), net of tax
|
|
(12.5
|
)
|
|
(12.2
|
)
|
|
(36.3
|
)
|
|
(36.7
|
)
|
||||
Total other comprehensive income (loss), net of tax
|
|
(9.0
|
)
|
|
(12.2
|
)
|
|
(32.8
|
)
|
|
(36.7
|
)
|
||||
Balance at end of period
|
|
$
|
(67.2
|
)
|
|
$
|
(25.3
|
)
|
|
$
|
(67.2
|
)
|
|
$
|
(25.3
|
)
|
(a)
|
Amounts are included in net sales on the Condensed Consolidated Statements of Operations.
|
(b)
|
Amounts are included in cost of products sold on the Condensed Consolidated Statements of Operations.
|
(c)
|
Amounts are included in pension and OPEB expense (income) on the Condensed Consolidated Statements of Operations.
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income (loss) attributable to AK Steel Holding Corporation
|
|
$
|
(31.7
|
)
|
|
$
|
(60.9
|
)
|
|
$
|
(82.0
|
)
|
|
$
|
(796.9
|
)
|
Less: distributed earnings to common stockholders and holders of certain stock compensation awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.0
|
|
||||
Undistributed earnings (loss)
|
|
$
|
(31.7
|
)
|
|
$
|
(60.9
|
)
|
|
$
|
(82.0
|
)
|
|
$
|
(807.9
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Common stockholders earnings—basic and diluted:
|
|
|
|
|
|
|
|
|
||||||||
Distributed earnings to common stockholders
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11.0
|
|
Undistributed earnings (loss) to common stockholders
|
|
(31.6
|
)
|
|
(60.6
|
)
|
|
(81.7
|
)
|
|
(804.9
|
)
|
||||
Common stockholders earnings (loss)—basic and diluted
|
|
$
|
(31.6
|
)
|
|
$
|
(60.6
|
)
|
|
$
|
(81.7
|
)
|
|
$
|
(793.9
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Common shares outstanding (weighted-average shares in millions):
|
|
|
|
|
|
|
|
|
||||||||
Common shares outstanding for basic earnings per share
|
|
135.9
|
|
|
110.2
|
|
|
135.8
|
|
|
110.1
|
|
||||
Effect of exchangeable debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Effect of dilutive stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Common shares outstanding for diluted earnings per share
|
|
135.9
|
|
|
110.2
|
|
|
135.8
|
|
|
110.1
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Distributed earnings
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.10
|
|
Undistributed earnings (loss)
|
|
(0.23
|
)
|
|
(0.55
|
)
|
|
(0.60
|
)
|
|
(7.31
|
)
|
||||
Basic and diluted earnings (loss) per share
|
|
$
|
(0.23
|
)
|
|
$
|
(0.55
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(7.21
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Potentially issuable common shares (in millions) excluded from earnings per share calculation due to anti-dilutive effect
|
|
2.5
|
|
|
2.0
|
|
|
2.5
|
|
|
2.0
|
|
|
|
•
|
Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
|
•
|
Level 2 inputs are inputs, other than quoted prices, that are directly or indirectly observable for the asset or liability. Level 2 inputs include model-generated values that rely on inputs either directly observed or readily-derived from available market data sources, such as Bloomberg or other news and data vendors. They include quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates and yield curves observable at commonly quoted intervals or current market) and contractual prices for the underlying financial instrument, as well as other relevant economic factors. Fair values of the Company’s derivative commodity contracts and foreign currency forward contracts are generated using forward prices that are derived from observable futures prices relating to the respective commodity or currency from sources such as the New York Mercantile Exchange (NYMEX) or the London Metal Exchange (LME). In cases where the derivative is an option contract (including caps, floors and collars), the Company’s valuations reflect adjustments made to valuations generated by the derivative’s counterparty. After validating that the counterparty’s assumptions relating to implied volatilities are in line with an independent source for these implied volatilities, the Company discounts these model-generated future values with discount factors designed to reflect the credit quality of the party obligated to pay under the derivative contract. Differing discount rates are applied to different contracts as a function of differing maturities and different counterparties. As of
September 30, 2013
, a spread over benchmark rates of less than
1.0%
was used for derivatives valued as assets and for derivatives valued as liabilities. The Company has estimated the fair value of long-term debt based upon quoted market prices for the same or similar issues or on the current interest rates available to the Company for debt of similar terms and maturities.
|
•
|
Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. This level of categorization is not applicable to the Company’s valuations on a normal recurring basis other than for an immaterial portion of its pension assets.
|
|
September 30, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||
Assets measured at fair value
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
65.7
|
|
|
$
|
—
|
|
|
$
|
65.7
|
|
|
$
|
227.0
|
|
|
$
|
—
|
|
|
$
|
227.0
|
|
Other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity hedge contracts
|
—
|
|
|
5.8
|
|
|
5.8
|
|
|
—
|
|
|
25.5
|
|
|
25.5
|
|
||||||
Other non-current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available for sale investments—marketable securities
|
18.5
|
|
|
—
|
|
|
18.5
|
|
|
26.3
|
|
|
—
|
|
|
26.3
|
|
||||||
Commodity hedge contracts
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Assets measured at fair value
|
$
|
84.2
|
|
|
$
|
6.0
|
|
|
$
|
90.2
|
|
|
$
|
253.3
|
|
|
$
|
25.5
|
|
|
$
|
278.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities measured at fair value
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
(0.7
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
(0.2
|
)
|
Commodity hedge contracts
|
—
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
(1.3
|
)
|
|
(1.3
|
)
|
||||||
Other non-current liabilities—commodity hedge contracts
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Liabilities measured at fair value
|
$
|
—
|
|
|
$
|
(1.3
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
—
|
|
|
$
|
(1.5
|
)
|
|
$
|
(1.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities measured at other than fair value
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt, including current portions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value
|
$
|
—
|
|
|
$
|
(1,538.5
|
)
|
|
$
|
(1,538.5
|
)
|
|
$
|
—
|
|
|
$
|
(1,379.3
|
)
|
|
$
|
(1,379.3
|
)
|
Carrying amount
|
—
|
|
|
(1,601.1
|
)
|
|
(1,601.1
|
)
|
|
—
|
|
|
(1,411.9
|
)
|
|
(1,411.9
|
)
|
|
Commodity
|
|
September 30,
2013 |
|
December 31, 2012
|
||||
Nickel (in lbs)
|
|
630,200
|
|
|
420,100
|
|
||
Natural gas (in MMBTUs)
|
|
2,970,000
|
|
|
9,000,000
|
|
||
Zinc (in lbs)
|
|
12,000,000
|
|
|
—
|
|
||
Iron ore (in metric tons)
|
|
475,735
|
|
|
1,140,000
|
|
||
Hot roll carbon steel coils (in short tons)
|
|
48,147
|
|
|
30,000
|
|
||
Foreign exchange contracts (in euros)
|
|
€
|
30,280,000
|
|
|
€
|
15,950,000
|
|
Asset (liability)
|
|
September 30,
2013 |
|
December 31, 2012
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
||||
Other current assets—commodity contracts
|
|
$
|
4.9
|
|
|
$
|
25.5
|
|
Accrued liabilities—commodity contracts
|
|
(0.1
|
)
|
|
(1.2
|
)
|
||
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||
Other current assets—commodity contracts
|
|
0.9
|
|
|
—
|
|
||
Other noncurrent assets—commodity contracts
|
|
0.2
|
|
|
—
|
|
||
Accrued liabilities:
|
|
|
|
|
||||
Foreign exchange contracts
|
|
(0.7
|
)
|
|
(0.2
|
)
|
||
Commodity contracts
|
|
(0.3
|
)
|
|
(0.1
|
)
|
||
Other noncurrent liabilities—commodity contracts
|
|
(0.2
|
)
|
|
—
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Gain (loss)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Derivatives in cash flow hedging relationships—
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts:
|
|
|
|
|
|
|
|
|
||||||||
Reclassified from accumulated other comprehensive income (loss) into net sales (effective portion)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
Reclassified from accumulated other comprehensive income (loss) into cost of products sold (effective portion)
|
|
5.9
|
|
|
(11.3
|
)
|
|
20.1
|
|
|
(31.9
|
)
|
||||
Recognized in cost of products sold (ineffective portion and amount excluded from effectiveness testing)
|
|
(3.1
|
)
|
|
(0.7
|
)
|
|
3.3
|
|
|
(0.7
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts—recognized in other income (expense)
|
|
(0.7
|
)
|
|
(0.9
|
)
|
|
(0.2
|
)
|
|
(1.6
|
)
|
||||
Commodity contracts:
|
|
|
|
|
|
|
|
|
||||||||
Recognized in net sales
|
|
0.2
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
||||
Recognized in cost of products sold
|
|
0.6
|
|
|
1.1
|
|
|
0.4
|
|
|
0.2
|
|
Commodity Hedge
|
Settlement Dates
|
|
Gains (losses)
|
||
Natural gas
|
October 2013 to December 2013
|
|
$
|
0.5
|
|
Zinc
|
January 2014 to December 2014
|
|
—
|
|
|
Iron ore
|
October 2013 to December 2013
|
|
3.9
|
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Net cash paid (received) during the period for:
|
|
|
|
|
||||
Interest, net of capitalized interest
|
|
$
|
60.0
|
|
|
$
|
31.2
|
|
Income taxes
|
|
1.1
|
|
|
0.8
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Capital investments
|
|
$
|
5.4
|
|
|
$
|
9.2
|
|
Issuance of restricted stock and restricted stock units
|
|
2.7
|
|
|
5.2
|
|
|
|
Condensed Consolidated Statements of Comprehensive Income (Loss)
|
|||||||||||||||||||
Three Months Ended September 30, 2013
|
|||||||||||||||||||
|
|||||||||||||||||||
|
AK
Holding
|
|
AK
Steel
|
|
Other Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Company
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,284.1
|
|
|
$
|
200.3
|
|
|
$
|
(153.1
|
)
|
|
$
|
1,331.3
|
|
Cost of products sold (exclusive of items shown separately below)
|
—
|
|
|
1,206.4
|
|
|
158.4
|
|
|
(142.4
|
)
|
|
1,222.4
|
|
|||||
Selling and administrative expenses (exclusive of items shown separately below)
|
1.0
|
|
|
50.8
|
|
|
9.4
|
|
|
(9.7
|
)
|
|
51.5
|
|
|||||
Depreciation
|
—
|
|
|
43.1
|
|
|
5.3
|
|
|
—
|
|
|
48.4
|
|
|||||
Pension and OPEB expense (income)
|
—
|
|
|
(16.9
|
)
|
|
—
|
|
|
—
|
|
|
(16.9
|
)
|
|||||
Total operating costs
|
1.0
|
|
|
1,283.4
|
|
|
173.1
|
|
|
(152.1
|
)
|
|
1,305.4
|
|
|||||
Operating profit (loss)
|
(1.0
|
)
|
|
0.7
|
|
|
27.2
|
|
|
(1.0
|
)
|
|
25.9
|
|
|||||
Interest expense
|
—
|
|
|
31.7
|
|
|
0.4
|
|
|
—
|
|
|
32.1
|
|
|||||
Other income (expense)
|
—
|
|
|
(1.9
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(2.8
|
)
|
|||||
Income (loss) before income taxes
|
(1.0
|
)
|
|
(32.9
|
)
|
|
25.9
|
|
|
(1.0
|
)
|
|
(9.0
|
)
|
|||||
Income tax provision (benefit)
|
—
|
|
|
3.6
|
|
|
3.6
|
|
|
(0.5
|
)
|
|
6.7
|
|
|||||
Equity in net income (loss) of subsidiaries
|
(30.7
|
)
|
|
5.8
|
|
|
—
|
|
|
24.9
|
|
|
—
|
|
|||||
Net income (loss)
|
(31.7
|
)
|
|
(30.7
|
)
|
|
22.3
|
|
|
24.4
|
|
|
(15.7
|
)
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
16.0
|
|
|
—
|
|
|
16.0
|
|
|||||
Net income (loss) attributable to AK Steel Holding Corporation
|
(31.7
|
)
|
|
(30.7
|
)
|
|
6.3
|
|
|
24.4
|
|
|
(31.7
|
)
|
|||||
Other comprehensive income (loss)
|
(3.4
|
)
|
|
(3.4
|
)
|
|
1.2
|
|
|
2.2
|
|
|
(3.4
|
)
|
|||||
Comprehensive income (loss) attributable to AK Steel Holding Corporation
|
$
|
(35.1
|
)
|
|
$
|
(34.1
|
)
|
|
$
|
7.5
|
|
|
$
|
26.6
|
|
|
$
|
(35.1
|
)
|
Condensed Consolidated Balance Sheets
|
|||||||||||||||||||
September 30, 2013
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
AK
Holding
|
|
AK
Steel
|
|
Other Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Company
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
28.1
|
|
|
$
|
37.6
|
|
|
$
|
—
|
|
|
$
|
65.7
|
|
Accounts receivable, net
|
—
|
|
|
528.3
|
|
|
66.9
|
|
|
(58.6
|
)
|
|
536.6
|
|
|||||
Inventory, net
|
—
|
|
|
596.3
|
|
|
97.8
|
|
|
(9.5
|
)
|
|
684.6
|
|
|||||
Deferred tax assets, current
|
—
|
|
|
70.6
|
|
|
0.2
|
|
|
—
|
|
|
70.8
|
|
|||||
Other current assets
|
0.2
|
|
|
41.3
|
|
|
3.3
|
|
|
—
|
|
|
44.8
|
|
|||||
Total current assets
|
0.2
|
|
|
1,264.6
|
|
|
205.8
|
|
|
(68.1
|
)
|
|
1,402.5
|
|
|||||
Property, plant and equipment
|
—
|
|
|
5,368.2
|
|
|
605.8
|
|
|
—
|
|
|
5,974.0
|
|
|||||
Accumulated depreciation
|
—
|
|
|
(3,963.6
|
)
|
|
(104.7
|
)
|
|
—
|
|
|
(4,068.3
|
)
|
|||||
Property, plant and equipment, net
|
—
|
|
|
1,404.6
|
|
|
501.1
|
|
|
—
|
|
|
1,905.7
|
|
|||||
Other non-current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in AFSG Holdings, Inc.
|
—
|
|
|
—
|
|
|
55.6
|
|
|
—
|
|
|
55.6
|
|
|||||
Investment in Magnetation LLC
|
—
|
|
|
—
|
|
|
190.4
|
|
|
—
|
|
|
190.4
|
|
|||||
Investment in affiliates
|
(2,814.9
|
)
|
|
1,359.4
|
|
|
—
|
|
|
1,455.5
|
|
|
—
|
|
|||||
Inter-company accounts
|
2,182.1
|
|
|
(3,075.3
|
)
|
|
831.7
|
|
|
61.5
|
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
37.1
|
|
|
—
|
|
|
37.1
|
|
|||||
Deferred tax assets, non-current
|
—
|
|
|
79.3
|
|
|
0.3
|
|
|
—
|
|
|
79.6
|
|
|||||
Other non-current assets
|
—
|
|
|
65.7
|
|
|
29.8
|
|
|
—
|
|
|
95.5
|
|
|||||
TOTAL ASSETS
|
$
|
(632.6
|
)
|
|
$
|
1,098.3
|
|
|
$
|
1,851.8
|
|
|
$
|
1,448.9
|
|
|
$
|
3,766.4
|
|
LIABILITIES AND EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings under credit facility
|
$
|
—
|
|
|
$
|
185.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
185.0
|
|
Accounts payable
|
—
|
|
|
514.4
|
|
|
50.2
|
|
|
(0.7
|
)
|
|
563.9
|
|
|||||
Accrued liabilities
|
—
|
|
|
169.0
|
|
|
10.1
|
|
|
—
|
|
|
179.1
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Current portion of pension and other postretirement benefit obligations
|
—
|
|
|
78.4
|
|
|
0.5
|
|
|
—
|
|
|
78.9
|
|
|||||
Total current liabilities
|
—
|
|
|
947.5
|
|
|
60.8
|
|
|
(0.7
|
)
|
|
1,007.6
|
|
|||||
Non-current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
—
|
|
|
1,415.4
|
|
|
—
|
|
|
—
|
|
|
1,415.4
|
|
|||||
Pension and other postretirement benefit obligations
|
—
|
|
|
1,442.8
|
|
|
4.3
|
|
|
—
|
|
|
1,447.1
|
|
|||||
Other non-current liabilities
|
—
|
|
|
107.5
|
|
|
0.6
|
|
|
—
|
|
|
108.1
|
|
|||||
TOTAL LIABILITIES
|
—
|
|
|
3,913.2
|
|
|
65.7
|
|
|
(0.7
|
)
|
|
3,978.2
|
|
|||||
Total stockholders’ equity (deficit)
|
(632.6
|
)
|
|
(2,814.9
|
)
|
|
1,365.3
|
|
|
1,449.6
|
|
|
(632.6
|
)
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
420.8
|
|
|
—
|
|
|
420.8
|
|
|||||
TOTAL EQUITY (DEFICIT)
|
(632.6
|
)
|
|
(2,814.9
|
)
|
|
1,786.1
|
|
|
1,449.6
|
|
|
(211.8
|
)
|
|||||
TOTAL LIABILITIES AND EQUITY (DEFICIT)
|
$
|
(632.6
|
)
|
|
$
|
1,098.3
|
|
|
$
|
1,851.8
|
|
|
$
|
1,448.9
|
|
|
$
|
3,766.4
|
|
Condensed Consolidated Balance Sheets
|
|||||||||||||||||||
December 31, 2012
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
AK
Holding
|
|
AK
Steel
|
|
Other Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Company
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
203.6
|
|
|
$
|
23.4
|
|
|
$
|
—
|
|
|
$
|
227.0
|
|
Accounts receivable, net
|
—
|
|
|
484.4
|
|
|
54.3
|
|
|
(64.8
|
)
|
|
473.9
|
|
|||||
Inventory, net
|
—
|
|
|
504.2
|
|
|
114.4
|
|
|
(9.4
|
)
|
|
609.2
|
|
|||||
Deferred tax assets, current
|
—
|
|
|
73.0
|
|
|
0.2
|
|
|
—
|
|
|
73.2
|
|
|||||
Other current assets
|
0.2
|
|
|
57.6
|
|
|
1.6
|
|
|
—
|
|
|
59.4
|
|
|||||
Total current assets
|
0.2
|
|
|
1,322.8
|
|
|
193.9
|
|
|
(74.2
|
)
|
|
1,442.7
|
|
|||||
Property, plant and equipment
|
—
|
|
|
5,355.1
|
|
|
588.8
|
|
|
—
|
|
|
5,943.9
|
|
|||||
Accumulated depreciation
|
—
|
|
|
(3,841.9
|
)
|
|
(89.7
|
)
|
|
—
|
|
|
(3,931.6
|
)
|
|||||
Property, plant and equipment, net
|
—
|
|
|
1,513.2
|
|
|
499.1
|
|
|
—
|
|
|
2,012.3
|
|
|||||
Other non-current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in AFSG Holdings, Inc.
|
—
|
|
|
—
|
|
|
55.6
|
|
|
—
|
|
|
55.6
|
|
|||||
Investment in Magnetation LLC
|
—
|
|
|
—
|
|
|
150.0
|
|
|
—
|
|
|
150.0
|
|
|||||
Investment in affiliates
|
(2,660.7
|
)
|
|
1,337.4
|
|
|
—
|
|
|
1,323.3
|
|
|
—
|
|
|||||
Inter-company accounts
|
2,155.2
|
|
|
(3,066.5
|
)
|
|
843.8
|
|
|
67.5
|
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
37.1
|
|
|
—
|
|
|
37.1
|
|
|||||
Deferred tax assets, non-current
|
—
|
|
|
87.9
|
|
|
0.3
|
|
|
—
|
|
|
88.2
|
|
|||||
Other non-current assets
|
—
|
|
|
79.8
|
|
|
37.4
|
|
|
—
|
|
|
117.2
|
|
|||||
TOTAL ASSETS
|
$
|
(505.3
|
)
|
|
$
|
1,274.6
|
|
|
$
|
1,817.2
|
|
|
$
|
1,316.6
|
|
|
$
|
3,903.1
|
|
LIABILITIES AND EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
494.8
|
|
|
$
|
44.4
|
|
|
$
|
(0.9
|
)
|
|
$
|
538.3
|
|
Accrued liabilities
|
—
|
|
|
155.0
|
|
|
9.8
|
|
|
—
|
|
|
164.8
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Current portion of pension and other postretirement benefit obligations
|
—
|
|
|
108.1
|
|
|
0.5
|
|
|
—
|
|
|
108.6
|
|
|||||
Total current liabilities
|
—
|
|
|
758.6
|
|
|
54.7
|
|
|
(0.9
|
)
|
|
812.4
|
|
|||||
Non-current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
—
|
|
|
1,411.2
|
|
|
—
|
|
|
—
|
|
|
1,411.2
|
|
|||||
Pension and other postretirement benefit obligations
|
—
|
|
|
1,657.2
|
|
|
4.5
|
|
|
—
|
|
|
1,661.7
|
|
|||||
Other non-current liabilities
|
—
|
|
|
108.3
|
|
|
0.5
|
|
|
—
|
|
|
108.8
|
|
|||||
TOTAL LIABILITIES
|
—
|
|
|
3,935.3
|
|
|
59.7
|
|
|
(0.9
|
)
|
|
3,994.1
|
|
|||||
Total stockholders’ equity (deficit)
|
(505.3
|
)
|
|
(2,660.7
|
)
|
|
1,343.2
|
|
|
1,317.5
|
|
|
(505.3
|
)
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
414.3
|
|
|
—
|
|
|
414.3
|
|
|||||
TOTAL EQUITY (DEFICIT)
|
(505.3
|
)
|
|
(2,660.7
|
)
|
|
1,757.5
|
|
|
1,317.5
|
|
|
(91.0
|
)
|
|||||
TOTAL LIABILITIES AND EQUITY (DEFICIT)
|
$
|
(505.3
|
)
|
|
$
|
1,274.6
|
|
|
$
|
1,817.2
|
|
|
$
|
1,316.6
|
|
|
$
|
3,903.1
|
|
Condensed Consolidated Statements of Cash Flows
|
|||||||||||||||||||
Nine Months Ended September 30, 2013
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
AK
Holding
|
|
AK
Steel
|
|
Other Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Company
|
||||||||||
Net cash flows from operating activities
|
$
|
(2.8
|
)
|
|
$
|
(325.4
|
)
|
|
$
|
110.4
|
|
|
$
|
(5.9
|
)
|
|
$
|
(223.7
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital investments
|
—
|
|
|
(31.6
|
)
|
|
(16.5
|
)
|
|
—
|
|
|
(48.1
|
)
|
|||||
Investments in acquired businesses
|
—
|
|
|
—
|
|
|
(50.0
|
)
|
|
—
|
|
|
(50.0
|
)
|
|||||
Other investing items, net
|
—
|
|
|
4.8
|
|
|
10.3
|
|
|
—
|
|
|
15.1
|
|
|||||
Net cash flows from investing activities
|
—
|
|
|
(26.8
|
)
|
|
(56.2
|
)
|
|
—
|
|
|
(83.0
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net borrowings under credit facility
|
—
|
|
|
185.0
|
|
|
—
|
|
|
—
|
|
|
185.0
|
|
|||||
Proceeds from issuance of long-term debt
|
—
|
|
|
31.9
|
|
|
—
|
|
|
—
|
|
|
31.9
|
|
|||||
Redemption of long-term debt
|
—
|
|
|
(27.2
|
)
|
|
—
|
|
|
—
|
|
|
(27.2
|
)
|
|||||
Debt issuance costs
|
—
|
|
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|||||
Purchase of treasury stock
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
Inter-company activity
|
3.5
|
|
|
(9.9
|
)
|
|
0.5
|
|
|
5.9
|
|
|
—
|
|
|||||
SunCoke Middletown advances from (distributions to) noncontrolling interest owners
|
—
|
|
|
—
|
|
|
(41.1
|
)
|
|
—
|
|
|
(41.1
|
)
|
|||||
Other financing items, net
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|||||
Net cash flows from financing activities
|
2.8
|
|
|
176.7
|
|
|
(40.0
|
)
|
|
5.9
|
|
|
145.4
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
(175.5
|
)
|
|
14.2
|
|
|
—
|
|
|
(161.3
|
)
|
|||||
Cash and equivalents, beginning of period
|
—
|
|
|
203.6
|
|
|
23.4
|
|
|
—
|
|
|
227.0
|
|
|||||
Cash and equivalents, end of period
|
$
|
—
|
|
|
$
|
28.1
|
|
|
$
|
37.6
|
|
|
$
|
—
|
|
|
$
|
65.7
|
|
Condensed Consolidated Statements of Cash Flows
|
|||||||||||||||||||
Nine Months Ended September 30, 2012
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
AK
Holding
|
|
AK
Steel
|
|
Other Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Company
|
||||||||||
Net cash flows from operating activities
|
$
|
(2.9
|
)
|
|
$
|
(431.6
|
)
|
|
$
|
50.7
|
|
|
$
|
(4.1
|
)
|
|
$
|
(387.9
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital investments
|
—
|
|
|
(29.7
|
)
|
|
(19.6
|
)
|
|
—
|
|
|
(49.3
|
)
|
|||||
Investments in acquired businesses
|
—
|
|
|
—
|
|
|
(38.1
|
)
|
|
—
|
|
|
(38.1
|
)
|
|||||
Other investing items, net
|
—
|
|
|
5.3
|
|
|
(0.7
|
)
|
|
—
|
|
|
4.6
|
|
|||||
Net cash flows from investing activities
|
—
|
|
|
(24.4
|
)
|
|
(58.4
|
)
|
|
—
|
|
|
(82.8
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net borrowings under credit facility
|
—
|
|
|
192.0
|
|
|
—
|
|
|
—
|
|
|
192.0
|
|
|||||
Proceeds from issuance of long-term debt
|
—
|
|
|
373.3
|
|
|
—
|
|
|
—
|
|
|
373.3
|
|
|||||
Redemption of long-term debt
|
—
|
|
|
(73.9
|
)
|
|
—
|
|
|
—
|
|
|
(73.9
|
)
|
|||||
Debt issuance costs
|
—
|
|
|
(8.6
|
)
|
|
—
|
|
|
—
|
|
|
(8.6
|
)
|
|||||
Purchase of treasury stock
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|||||
Common stock dividends paid
|
(11.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.0
|
)
|
|||||
Inter-company activity
|
15.6
|
|
|
(19.2
|
)
|
|
(0.5
|
)
|
|
4.1
|
|
|
—
|
|
|||||
SunCoke Middletown advances from (distributions to) noncontrolling interest owners
|
—
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
5.5
|
|
|||||
Other financing items, net
|
—
|
|
|
(0.2
|
)
|
|
0.4
|
|
|
—
|
|
|
0.2
|
|
|||||
Net cash flows from financing activities
|
2.9
|
|
|
463.4
|
|
|
5.4
|
|
|
4.1
|
|
|
475.8
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
7.4
|
|
|
(2.3
|
)
|
|
—
|
|
|
5.1
|
|
|||||
Cash and equivalents, beginning of period
|
—
|
|
|
19.9
|
|
|
22.1
|
|
|
—
|
|
|
42.0
|
|
|||||
Cash and equivalents, end of period
|
$
|
—
|
|
|
$
|
27.3
|
|
|
$
|
19.8
|
|
|
$
|
—
|
|
|
$
|
47.1
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Value-added Shipments
|
|
(tons in thousands)
|
|
(tons in thousands)
|
||||||||||||
Stainless/electrical
|
|
207.0
|
16.7
|
%
|
|
218.2
|
16.0
|
%
|
|
626.5
|
16.2
|
%
|
|
660.6
|
16.4
|
%
|
Coated
|
|
596.6
|
48.0
|
%
|
|
572.5
|
42.0
|
%
|
|
1,812.8
|
47.0
|
%
|
|
1,753.6
|
43.6
|
%
|
Cold-rolled
|
|
261.5
|
21.0
|
%
|
|
285.5
|
20.9
|
%
|
|
801.0
|
20.8
|
%
|
|
848.6
|
21.1
|
%
|
Tubular
|
|
29.5
|
2.4
|
%
|
|
31.5
|
2.3
|
%
|
|
92.5
|
2.4
|
%
|
|
103.5
|
2.6
|
%
|
Subtotal value-added shipments
|
|
1,094.6
|
88.1
|
%
|
|
1,107.7
|
81.2
|
%
|
|
3,332.8
|
86.4
|
%
|
|
3,366.3
|
83.7
|
%
|
Non Value-added Shipments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hot-rolled
|
|
123.5
|
9.9
|
%
|
|
211.2
|
15.5
|
%
|
|
447.6
|
11.6
|
%
|
|
553.3
|
13.7
|
%
|
Secondary
|
|
24.3
|
2.0
|
%
|
|
44.6
|
3.3
|
%
|
|
75.5
|
2.0
|
%
|
|
105.6
|
2.6
|
%
|
Subtotal non value-added shipments
|
|
147.8
|
11.9
|
%
|
|
255.8
|
18.8
|
%
|
|
523.1
|
13.6
|
%
|
|
658.9
|
16.3
|
%
|
Total shipments
|
|
1,242.4
|
100.0
|
%
|
|
1,363.5
|
100.0
|
%
|
|
3,855.9
|
100.0
|
%
|
|
4,025.2
|
100.0
|
%
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income (loss) attributable to AK Holding
|
|
$
|
(31.7
|
)
|
|
$
|
(60.9
|
)
|
|
$
|
(82.0
|
)
|
|
$
|
(796.9
|
)
|
Net income attributable to noncontrolling interests
|
|
16.0
|
|
|
8.4
|
|
|
47.6
|
|
|
19.9
|
|
||||
Income tax provision (benefit)
|
|
6.7
|
|
|
23.8
|
|
|
13.6
|
|
|
767.3
|
|
||||
Interest expense
|
|
32.1
|
|
|
22.4
|
|
|
95.1
|
|
|
60.4
|
|
||||
Interest income
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(1.0
|
)
|
|
(0.3
|
)
|
||||
Depreciation
|
|
48.4
|
|
|
48.2
|
|
|
144.9
|
|
|
144.9
|
|
||||
Amortization
|
|
1.6
|
|
|
2.2
|
|
|
7.7
|
|
|
11.4
|
|
||||
EBITDA
|
|
73.0
|
|
|
44.0
|
|
|
225.9
|
|
|
206.7
|
|
||||
Less: EBITDA of noncontrolling interests (a)
|
|
19.5
|
|
|
16.8
|
|
|
58.1
|
|
|
42.3
|
|
||||
Adjusted EBITDA
|
|
$
|
53.5
|
|
|
$
|
27.2
|
|
|
$
|
167.8
|
|
|
$
|
164.4
|
|
(a)
|
The reconciliation of EBITDA of noncontrolling interests to net income attributable to noncontrolling interests is as follows:
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income attributable to noncontrolling interests
|
|
$
|
16.0
|
|
|
$
|
8.4
|
|
|
$
|
47.6
|
|
|
$
|
19.9
|
|
Income tax provision
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
12.2
|
|
||||
Depreciation
|
|
3.5
|
|
|
3.3
|
|
|
10.5
|
|
|
10.2
|
|
||||
EBITDA of noncontrolling interests
|
|
$
|
19.5
|
|
|
$
|
16.8
|
|
|
$
|
58.1
|
|
|
$
|
42.3
|
|
|
|
Negative (Positive) Effect on
Pre-tax Income
|
||||||
Commodity Derivative
|
|
10% Decrease
|
|
25% Decrease
|
||||
Natural gas
|
|
$
|
0.1
|
|
|
$
|
0.7
|
|
Nickel
|
|
0.4
|
|
|
1.0
|
|
||
Zinc
|
|
1.1
|
|
|
2.6
|
|
||
Iron ore
|
|
5.8
|
|
|
14.5
|
|
||
Hot roll carbon steel coils
|
|
(3.0
|
)
|
|
(7.5
|
)
|
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)
|
|||||
July 2013
|
|
272
|
|
|
$
|
3.41
|
|
|
—
|
|
|
||
August 2013
|
|
465
|
|
|
3.60
|
|
|
—
|
|
|
|||
September 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Total
|
|
737
|
|
|
3.52
|
|
|
—
|
|
$
|
125.6
|
|
(a)
|
During the quarter, the Company repurchased common stock owned by participants in its restricted stock awards program under the terms of the AK Steel Holding Corporation Stock Incentive Plan. In order to satisfy the requirement that an amount be withheld that is sufficient to pay federal, state and local taxes due upon the vesting of the restricted stock, employees are permitted to have the Company withhold shares having a fair market value equal to the minimum statutory withholding rate that could be imposed on the transaction. The Company repurchases the withheld shares at the quoted average of the reported high and low sales prices on the day the shares are withheld.
|
(b)
|
On October 21, 2008, the Company announced that its Board of Directors had authorized the Company to repurchase, from time to time, up to
$150.0
of its outstanding equity securities. There is no expiration date specified in the Board of Directors’ authorization.
|
Exhibit Number
|
Description
|
10.1
|
Form of Director and Officer Indemnification Agreement
|
31.1
|
Section 302 Certification of Chief Executive Officer
|
31.2
|
Section 302 Certification of Chief Financial Officer
|
32.1
|
Section 906 Certification of Chief Executive Officer
|
32.2
|
Section 906 Certification of Chief Financial Officer
|
95.1
|
Mine Safety Disclosure Exhibit
|
101
|
Financial statements from the Quarterly Report on Form 10-Q of AK Steel Holding Corporation for the quarter ended September 30, 2013, formatted in eXtensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity (Deficit) and (vi) the Notes to the Condensed Consolidated Financial Statements.
|
|
|
|
AK STEEL HOLDING CORPORATION
|
|
|
|
(Registrant)
|
|
|
|
|
Dated:
|
November 1, 2013
|
|
/s/ ROGER K. NEWPORT
|
|
|
|
Roger K. Newport
|
|
|
|
Vice President, Finance and Chief Financial Officer
|
|
|
|
|
Dated:
|
November 1, 2013
|
|
/s/ GREGORY A. HOFFBAUER
|
|
|
|
Gregory A. Hoffbauer
|
|
|
|
Controller and Chief Accounting Officer
|
E.
|
Procedure for Indemnification; Enforcement of Obligations.
|
If to the Company
:
AK Steel Corporation
c/o General Counsel
9227 Centre Pointe Drive
West Chester, Ohio 45069
|
If to Indemnitee
:
|
1.
|
I have reviewed this quarterly report on Form 10-Q of AK Steel Holding Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
November 1, 2013
|
|
/s/ JAMES L. WAINSCOTT
|
|
|
|
James L. Wainscott
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of AK Steel Holding Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
November 1, 2013
|
|
/s/ ROGER K. NEWPORT
|
|
|
|
Roger K. Newport
|
|
|
|
Vice President, Finance and Chief Financial Officer
|
(1)
|
This Quarterly Report on Form 10-Q for the period ending
September 30, 2013
fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)), and,
|
(2)
|
The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated:
|
November 1, 2013
|
|
/s/ JAMES L. WAINSCOTT
|
|
|
|
James L. Wainscott
|
|
|
|
President and Chief Executive Officer
|
(1)
|
This Quarterly Report on Form 10-Q for the period ending
September 30, 2013
fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)), and,
|
(2)
|
The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated:
|
November 1, 2013
|
|
/s/ ROGER K. NEWPORT
|
|
|
|
Roger K. Newport
|
|
|
|
Vice President, Finance and Chief Financial Officer
|
(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.
|
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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
$
|
—
|
|
|
|
13
|
|
(b)
|
|
2
|
|
(b)
|
|
—
|
|
3610041
|
|
North Fork
|
|
1
|
|
|
—
|
|
|
—
|
|
|
|
|
$
|
—
|
|
(a)
|
|
5
|
|
(b)
|
|
4
|
|
(b)
|
|
—
|
|
(a)
|
Notification has not yet been provided regarding the monetary amount of any proposed penalties with respect to the disclosed citations. The respective recipient of each of the proposed citations is challenging them.
|
(b)
|
These pending legal actions all relate to contests of citations and orders referenced in Subpart B of the Mine Act’s procedural rules.
|