Attached files

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EX-95.1 - MINE SAFETY DISCLOSURE - AK STEEL HOLDING CORPexhibit951-2014q3xminesafe.htm
EX-10.3 - AK STEEL HOLDING CORPORATION STOCK INCENTIVE PLAN - AK STEEL HOLDING CORPexhibit103-2014q3.htm
EX-31.2 - SECTION 302 CERTIFICATION OF CFO - AK STEEL HOLDING CORPexhibit312-2014q3.htm
EX-10.2 - CHANGES TO ANNUAL RETAINER FEES FOR THE BOARD OF DIRECTORS - AK STEEL HOLDING CORPexhibit102-2014q3.htm
EX-32.1 - SECTION 906 CERTIFICATION OF CEO - AK STEEL HOLDING CORPexhibit321-2014q3.htm
EXCEL - IDEA: XBRL DOCUMENT - AK STEEL HOLDING CORPFinancial_Report.xls
EX-32.2 - SECTION 906 CERTIFICATION OF CFO - AK STEEL HOLDING CORPexhibit322-2014q3.htm
EX-31.1 - SECTION 302 CERTIFICATION OF CEO - AK STEEL HOLDING CORPexhibit311-2014q3.htm

 
 
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM 10-Q
_________________________________
T
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2014

or
£
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

Commission File No. 1-13696

AK STEEL HOLDING CORPORATION
(Exact name of registrant as specified in its charter)

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

(513) 425-5000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to filing requirements for the past 90 days.
Yes T No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.
Yes T No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer
£
 
Accelerated filer
T
Non-accelerated filer
£
 
Smaller reporting company
£

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

There were 177,074,749 shares of common stock outstanding as of October 31, 2014.


 
 
 
 
 



AK STEEL HOLDING CORPORATION
TABLE OF CONTENTS

 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



-i-

            
        


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

AK STEEL HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions, except per share data)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(unaudited)
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
Net sales
 
$
1,593.8

 
$
1,331.3

 
$
4,508.1

 
$
4,105.6

 
 
 
 
 
 
 
 
 
Cost of products sold (exclusive of items shown separately below)
 
1,438.9

 
1,222.4

 
4,191.4

 
3,783.9

Selling and administrative expenses (exclusive of items shown separately below)
 
65.6

 
51.5

 
179.7

 
153.3

Depreciation
 
49.1

 
48.4

 
146.3

 
144.9

Pension and OPEB expense (income)
 
(23.5
)
 
(16.9
)
 
(74.2
)
 
(49.3
)
 
 
 
 
 
 
 
 
 
Total operating costs
 
1,530.1

 
1,305.4

 
4,443.2

 
4,032.8

 
 
 
 
 
 
 
 
 
Operating profit
 
63.7

 
25.9

 
64.9

 
72.8

 
 
 
 
 
 
 
 
 
Interest expense
 
35.6

 
32.1

 
101.0

 
95.1

Other income (expense)
 
(15.3
)
 
(2.8
)
 
(20.2
)
 
1.5

 
 
 
 
 
 
 
 
 
Income (loss) before income taxes
 
12.8

 
(9.0
)
 
(56.3
)
 
(20.8
)
 
 
 
 
 
 
 
 
 
Income tax expense
 
3.9

 
6.7

 
7.5

 
13.6

 
 
 
 
 
 
 
 
 
Net income (loss)
 
8.9

 
(15.7
)
 
(63.8
)
 
(34.4
)
Less: Net income attributable to noncontrolling interests
 
16.1

 
16.0

 
46.6

 
47.6

 
 
 
 
 
 
 
 
 
Net income (loss) attributable to AK Steel Holding Corporation
 
$
(7.2
)
 
$
(31.7
)
 
$
(110.4
)
 
$
(82.0
)
 
 
 
 
 
 
 
 
 
Basic and diluted earnings per share:
 
 
 
 
 
 
 
 
Net income (loss) attributable to AK Steel Holding Corporation common stockholders
 
$
(0.05
)
 
$
(0.23
)
 
$
(0.79
)
 
$
(0.60
)
 
 
 
 
 
 
 
 
 

See notes to condensed consolidated financial statements.



- 1-

            
        


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)
 
2014
 
2013
 
2014
 
2013
Net income (loss)
 
$
8.9

 
$
(15.7
)
 
$
(63.8
)
 
$
(34.4
)
Other comprehensive income (loss), before tax:
 
 
 
 
 
 
 
 
Foreign currency translation gain (loss)
 
(2.5
)
 
1.2

 
(2.6
)
 
0.5

Cash flow hedges:
 
 
 
 
 
 
 
 
Gains (losses) arising in period
 
(2.7
)
 
10.3

 
(9.6
)
 
0.6

Reclassification of losses (gains) to net income (loss)
 
3.9

 
(5.9
)
 
(0.1
)
 
(20.5
)
Unrealized holding gains (losses) on securities:
 
 
 
 
 
 
 
 
Unrealized holding gains (losses) arising in period
 

 

 

 
0.2

Pension and OPEB plans:
 
 
 
 
 
 
 
 
Prior service credit (cost) arising in period
 
(2.1
)
 
(6.1
)
 
(2.1
)
 
(6.1
)
Gains (losses) arising in period
 
(3.0
)
 
9.6

 
(8.3
)
 
9.6

Reclassification of prior service cost (credits) included in net income (loss)
 
(17.2
)
 
(19.1
)
 
(51.7
)
 
(57.3
)
Reclassification of losses (gains) included in net income (loss)
 
1.0

 
6.6

 
0.4

 
21.0

Other comprehensive income (loss), before tax
 
(22.6
)
 
(3.4
)
 
(74.0
)
 
(52.0
)
Income tax expense related to items of comprehensive income (loss)
 

 

 

 

Other comprehensive income (loss)
 
(22.6
)
 
(3.4
)
 
(74.0
)
 
(52.0
)
Comprehensive income (loss)
 
(13.7
)
 
(19.1
)
 
(137.8
)
 
(86.4
)
Less: Comprehensive income attributable to noncontrolling interests
 
16.1

 
16.0

 
46.6

 
47.6

Comprehensive income (loss) attributable to AK Steel Holding Corporation
 
$
(29.8
)
 
$
(35.1
)
 
$
(184.4
)
 
$
(134.0
)

See notes to condensed consolidated financial statements.



- 2-

            
        


AK STEEL HOLDING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in millions, except per share data)
(unaudited)
 
September 30,
2014
 
December 31, 2013
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
60.8

 
$
45.3

Accounts receivable, net
 
707.6

 
525.2

Inventory, net
 
1,126.0

 
586.6

Deferred tax assets, current
 
74.7

 
69.6

Other current assets
 
76.3

 
46.5

Total current assets
 
2,045.4

 
1,273.2

Property, plant and equipment
 
6,335.9

 
5,871.9

Accumulated depreciation
 
(4,120.8
)
 
(3,991.8
)
Property, plant and equipment, net
 
2,215.1

 
1,880.1

Other non-current assets:
 
 
 
 
Investments in affiliates
 
396.5

 
209.8

Other non-current assets
 
228.4

 
242.6

TOTAL ASSETS
 
$
4,885.4

 
$
3,605.7

LIABILITIES AND EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
812.3

 
$
601.8

Accrued liabilities
 
281.7

 
142.9

Current portion of long-term debt
 
0.2

 
0.8

Current portion of pension and other postretirement benefit obligations
 
62.2

 
85.9

Total current liabilities
 
1,156.4

 
831.4

Non-current liabilities:
 
 
 
 
Long-term debt
 
2,406.4

 
1,506.2

Pension and other postretirement benefit obligations
 
832.4

 
965.4

Other non-current liabilities
 
124.4

 
110.0

TOTAL LIABILITIES
 
4,519.6

 
3,413.0

Exchangeable notes exchange feature
 
31.0

 

Equity:
 
 
 
 
Common stock, authorized 300,000,000 shares of $0.01 par value each; issued 177,216,956 and 149,691,388 shares in 2014 and 2013; outstanding 177,073,715 and 136,380,078 shares in 2014 and 2013
 
1.8

 
1.5

Additional paid-in capital
 
2,226.4

 
2,079.2

Treasury stock, common shares at cost, 143,241 and 13,311,310 shares in 2014 and 2013
 
(1.0
)
 
(174.0
)
Accumulated deficit
 
(2,561.5
)
 
(2,451.1
)
Accumulated other comprehensive income
 
249.4

 
323.4

Total stockholders’ equity (deficit)
 
(84.9
)
 
(221.0
)
Noncontrolling interests
 
419.7

 
413.7

TOTAL EQUITY
 
334.8

 
192.7

TOTAL LIABILITIES AND EQUITY
 
$
4,885.4

 
$
3,605.7


- 3-

            
        


The Condensed Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013, include the following amounts related to consolidated variable interest entities, prior to intercompany eliminations. See Note 13 for more information concerning variable interest entities.
(unaudited)
 
September 30,
2014
 
December 31, 2013
SunCoke Middletown
 
 
 
 
Cash and cash equivalents
 
$
16.3

 
$
14.2

Inventory, net
 
30.6

 
22.1

Property, plant and equipment
 
419.5

 
418.5

Accumulated depreciation
 
(39.7
)
 
(29.0
)
Accounts payable
 
8.6

 
13.3

Other assets (liabilities), net
 
(1.0
)
 
(0.7
)
Noncontrolling interests
 
417.9

 
411.8

 
 
 
 
 
Other variable interest entities
 
 
 
 
Cash and cash equivalents
 
$
0.8

 
$
1.0

Property, plant and equipment
 
11.4

 
11.5

Accumulated depreciation
 
(9.2
)
 
(9.2
)
Other assets (liabilities), net
 
0.6

 
0.6

Noncontrolling interests
 
1.8

 
1.9



See notes to condensed consolidated financial statements.

- 4-

            
        


AK STEEL HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)
 
 
Nine Months Ended September 30,
(unaudited)
 
2014
 
2013
Cash flows from operating activities:
 
 
 
 
Net income (loss)
 
$
(63.8
)
 
$
(34.4
)
Depreciation
 
135.6

 
134.4

Depreciation—SunCoke Middletown
 
10.7

 
10.5

Amortization
 
15.9

 
15.1

Deferred income taxes
 
6.3

 
11.0

Pension and OPEB expense (income)
 
(74.2
)
 
(49.3
)
Contributions to pension trust
 
(196.5
)
 
(140.2
)
Contributions to retirees VEBAs
 
(3.1
)
 
(30.8
)
Other postretirement benefit payments
 
(48.8
)
 
(47.2
)
Changes in working capital, net of effect of acquired business
 
(134.9
)
 
(91.7
)
Changes in working capital—SunCoke Middletown
 
(13.7
)
 
(1.0
)
Other operating items, net
 
(14.1
)
 
(0.1
)
Net cash flows from operating activities
 
(380.6
)
 
(223.7
)
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Capital investments
 
(38.2
)
 
(45.3
)
Capital investments—SunCoke Middletown
 
(1.1
)
 
(2.8
)
Investments in Magnetation joint venture
 
(90.0
)
 
(50.0
)
Investment in acquired business, net of cash acquired
 
(677.2
)
 

Other investing items, net
 
15.4

 
15.1

Net cash flows from investing activities
 
(791.1
)
 
(83.0
)
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
Net borrowings under credit facility
 
470.0

 
185.0

Proceeds from issuance of long-term debt
 
427.1

 
31.9

Redemption of long-term debt
 
(0.6
)
 
(27.2
)
Proceeds from issuance of common stock
 
345.3

 

Debt issuance costs
 
(10.6
)
 
(3.1
)
SunCoke Middletown distributions to noncontrolling interest owners
 
(40.6
)
 
(41.1
)
Other financing items, net
 
(3.4
)
 
(0.1
)
Net cash flows from financing activities
 
1,187.2

 
145.4

 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
 
15.5

 
(161.3
)
 
 
 
 
 
Cash and cash equivalents, beginning of period
 
45.3

 
227.0

 
 
 
 
 
Cash and cash equivalents, end of period
 
$
60.8

 
$
65.7


See notes to condensed consolidated financial statements.

- 5-

            
        



AK STEEL HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)
(dollars in millions)
(unaudited)
 
Common
Stock
 
Addi-
tional
Paid-In
Capital
 
Treasury
Stock
 
Accum-
ulated
Deficit
 
Accum-
ulated
Other
Compre-
hensive
Income (Loss)
 
Noncon-
trolling
Interests
 
Total
December 31, 2012
 
$
1.5

 
$
2,069.7

 
$
(173.3
)
 
$
(2,404.3
)
 
$
1.1

 
$
414.3

 
$
(91.0
)
Net income (loss)
 
 

 
 

 
 

 
(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
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2013
 
$
1.5

 
$
2,079.2

 
$
(174.0
)
 
$
(2,451.1
)
 
$
323.4

 
$
413.7

 
$
192.7

Net income (loss)
 
 

 
 

 
 

 
(110.4
)
 
 

 
46.6

 
(63.8
)
Issuance of common stock
 
0.4

 
344.9

 
 
 
 
 
 
 
 
 
345.3

Retirement of treasury stock
 
(0.1
)
 
(173.9
)
 
174.0

 
 
 
 
 
 
 

Share-based compensation
 
 

 
7.2

 
 

 
 

 
 

 
 

 
7.2

Exchangeable notes exchange feature
 
 
 
(31.0
)
 
 
 
 
 
 
 
 
 
(31.0
)
Purchase of treasury stock
 
 

 
 

 
(1.0
)
 
 

 
 

 
 

 
(1.0
)
Change in accumulated other comprehensive income (loss)
 
 

 
 

 
 

 
 

 
(74.0
)
 
 

 
(74.0
)
Net distributions to noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
(40.6
)
 
(40.6
)
September 30, 2014
 
$
1.8

 
$
2,226.4

 
$
(1.0
)
 
$
(2,561.5
)
 
$
249.4

 
$
419.7

 
$
334.8


See notes to condensed consolidated financial statements.


- 6-

            
        


AK STEEL HOLDING CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise indicated)

NOTE 1 - Basis of Presentation
 

In the opinion of the management of AK Steel Holding Corporation (“AK Holding”) and its wholly-owned subsidiary, AK Steel Corporation (“AK Steel”, and together with AK Holding, the “Company”), the accompanying condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position of the Company as of September 30, 2014, the results of its operations for the three and nine months ended September 30, 2014 and 2013, and its cash flows for the nine months ended September 30, 2014 and 2013. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the full year ending December 31, 2014. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2013, included in the Company’s Form 10‑K for the year ended December 31, 2013, and the unaudited condensed consolidated financial statements included in any subsequent Quarterly Reports on Form 10-Q.

NOTE 2 - Acquisition of Dearborn
 

On September 16, 2014, the Company acquired Severstal Dearborn, LLC (“Dearborn”) from Severstal Columbus Holdings, LLC (“Severstal”). The assets acquired from Severstal included the integrated steelmaking assets located in Dearborn, Michigan (“Dearborn Works”), the Mountain State Carbon, LLC (“Mountain State Carbon”) cokemaking facility located in Follansbee, West Virginia, and interests in joint ventures that process flat-rolled steel products. The Company acquired Dearborn to increase scale and enhance its ability to better serve customers, further its automotive strategy, strengthen its carbon steelmaking footprint and achieve additional operational flexibility. In addition, the Company acquired highly modernized and upgraded steelmaking equipment and facilities and the opportunity to earn significant cost-based synergies. Immediately after the acquisition, Dearborn was merged with and into AK Steel.

The initial purchase price was $706.5 and was paid in cash, but that amount is subject to a customary working capital adjustment based on the final closing date net working capital. As of September 30, 2014, the Company has recorded a liability to Severstal of $14.5 for its current estimate of the final working capital adjustment, although this estimate is subject to revision. In conjunction with the acquisition, AK Steel issued $430.0 of 7.625% Senior Notes due October 2021 at a price of 99.325% of par to pay part of the purchase price and used a portion of the net proceeds from the issuance of 40.25 million shares of AK Holding common stock at a price of $9.00 per share to pay the balance of the purchase price. The Company used the additional proceeds from the issuance of AK Holding common stock to repay a portion of outstanding borrowings under its asset-backed revolving credit facility (“Credit Facility”) and for general corporate purposes. For the three and nine months ended September 30, 2014, the Company incurred acquisition costs of $6.3 and $7.3, respectively. Acquisition costs are primarily comprised of transaction fees and direct costs, including legal, finance, consulting and other professional fees. These costs are included in selling and administrative expenses in the Condensed Consolidated Statements of Operations. In addition, the Company incurred $12.6 of costs in the three and nine months ended September 30, 2014 for committed bridge financing that the Company arranged in connection with the acquisition of Dearborn, but which was unused because of the Company’s successful financing of the acquisition through the debt and common stock offerings discussed above. As a result, these costs were expensed in the third quarter and are included in other income (expense) in the Condensed Consolidated Statements of Operations. Subsequent to the acquisition, the Company incurred severance costs of $2.6 for certain employees of Dearborn, which are included in selling and administrative expenses in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2014, and an income tax charge of $2.1 related to changes in the value of deferred tax assets resulting from the acquisition.


- 7-

            
        


A summary of the preliminary purchase price allocation for the fair value of the assets acquired and the obligations assumed at the date of the acquisition is presented below. The purchase price allocation is preliminary and is subject to the completion of several items, including consideration of final valuations and the final determination of post-closing purchase price adjustments relating to working capital.
Cash and cash equivalents
$
29.3

Accounts receivable
152.2

Inventory
362.2

Other current assets
3.6

Property, plant and equipment
446.3

Investment in affiliates
97.5

Total assets acquired
1,091.1

Accounts payable
(204.3
)
Accrued liabilities
(36.9
)
Other postretirement benefit obligations
(121.8
)
Other non-current liabilities
(7.1
)
Total liabilities assumed
(370.1
)
     Preliminary purchase price (including estimate for working capital adjustment)
$
721.0


The condensed consolidated financial statements reflect the effects of the acquisition and Dearborn’s financial results beginning September 16, 2014. The following table summarizes selected unaudited pro forma consolidated statements of operations data for the nine months ended September 30, 2014 and 2013 as if the acquisition had been completed at the beginning of each year.
 
 
Nine Months Ended September 30,
 
 
2014
 
2013
Net sales
 
$
5,945.1

 
$
5,612.4

Operating profit (loss)
 
(889.3
)
 
131.1


This selected unaudited pro forma consolidated financial data is included only for the purpose of illustration and does not necessarily indicate what the operating results would have been if the acquisition had been completed on that date. Moreover, this information does not indicate what the Company’s future operating results will be. This information includes actual data in 2014 for the period subsequent to the date of the acquisition. The Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2014 include net sales and operating profit of $90.0 and $2.1, respectively, attributable to Dearborn since the acquisition. The estimated weighted-average life of Dearborn’s machinery and equipment is approximately 20 years. Pro forma operating profit (loss) for the nine months ended September 30, 2014, includes charges for fixed asset impairments of $1,005.1 recorded by Severstal prior to the acquisition.

NOTE 3 - Inventories
 
 
September 30,
2014
 
December 31, 2013
Finished and semi-finished
$
1,103.3

 
$
722.2

Raw materials
403.5

 
260.9

Total cost
1,506.8

 
983.1

Adjustment to state inventories at LIFO value
(380.8
)
 
(396.5
)
Inventory, net
$
1,126.0

 
$
586.6



- 8-

            
        


NOTE 4 - Investments in Affiliates
 

The Company has investments in several businesses accounted for using the equity method of accounting. The investees and equity ownership percentages are presented below:
 
 
Equity Ownership %
Combined Metals of Chicago, LLC
 
40.0
%
Delaco Processing, LLC
 
49.0
%
Double Eagle Steel Coating Company (a)
 
50.0
%
Magnetation LLC
 
49.9
%
Rockport Roll Shop LLC
 
50.0
%
Spartan Steel Coating, LLC
 
48.0
%
(a)
Double Eagle Steel Coating Company (“DESCO”) is a joint venture between United States Steel Corporation (“US Steel”) and AK Steel that was acquired as part of the Dearborn acquisition. On April 1, 2013, Dearborn sent to US Steel a notice of dissolution of the joint venture in accordance with the terms of the joint venture agreement. The notice provided that the joint venture would dissolve two years from the date of the notice. On September 16, 2014, the Company acquired Dearborn, which included Dearborn’s 50% interest in DESCO. Shortly prior to the Company’s acquisition of Dearborn, US Steel notified the Company that it believed it had a right under the joint venture agreement to purchase Dearborn’s interest in DESCO prior to it being sold to the Company. US Steel has taken the position that the Company now must sell to it the 50% ownership interest in DESCO formerly owned by Dearborn. The Company has notified US Steel that the Company rejects US Steel’s position, but the Company is willing to discuss a potential sale of its ownership interest in DESCO to US Steel in lieu of proceeding with the dissolution of the joint venture. US Steel and the Company are engaged in discussions to resolve this dispute.

The Company’s share of income (loss) related to Magnetation LLC (“Magnetation”) was included in other income (expense) and totaled $(2.2) and $(3.4) for the three months ended September 30, 2014 and 2013, respectively, and $(6.0) and $(2.3) for the nine months ended September 30, 2014 and 2013, respectively. The Company did not record any income (loss) related to DESCO for the period. The Company’s share of income from the remaining investees are included in cost of products sold since they are part of the Company’s integrated operations and totaled $3.4 and $1.8 for the three months ended September 30, 2014 and 2013, respectively, and $8.5 and $5.9 for the nine months ended September 30, 2014 and 2013, respectively.

Summarized financial statement data for all investees is presented below. The financial results for the acquired joint ventures are only included for the period since the acquisition.
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2014
 
2013
 
2014
 
2013
Revenue
 
$
87.4

 
$
76.2

 
$
245.1

 
$
220.1

Gross profit
 
25.3

 
26.4

 
73.3

 
77.9

Net income
 
7.3

 
0.7

 
17.7

 
17.2


Magnetation

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

AK Steel committed to an investment of capital in Magnetation totaling $297.5. AK Steel contributed $90.0 in the nine months ended September 30, 2014, and made an additional contribution of $10.0 in October 2014 following the startup of Magnetation’s pellet plant, which completes the Company’s required capital contributions. AK Steel has no legal or contractual obligation to provide further financing to Magnetation. As of September 30, 2014, the Company’s carrying cost of the investment exceeded its share of the underlying equity in net assets of Magnetation, recorded using historical carrying amounts, by $116.2. This

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difference is being amortized through equity in earnings and its amortization is included in the Company’s share of income (loss) amounts above.

NOTE 5 - Income Taxes
 

Income taxes recorded through September 30, 2014 and 2013 were estimated using the discrete method. Current year income taxes are based on the actual year-to-date pre-tax loss through September 30, 2014, as well as the related change in the valuation allowance on deferred tax assets. The Company is unable to estimate pre-tax income for the remainder of 2014 with sufficient precision for purposes of the effective tax rate method, which requires consideration of a projection of full-year income and the expected change in the valuation allowance. The estimated annual effective tax rate method was not reliable due to its sensitivity to small changes to forecasted annual pre-tax earnings and the effect of the Company’s valuation allowance, which create results with significant variations in the customary relationship between income tax expense and pre-tax income for the interim periods. As a result, the Company determined that the use of the discrete method is more appropriate than the annual effective tax rate method. The Company has estimated the change in valuation allowances required based on the year-to-date pre-tax loss and the change in value of the identified tax-planning strategy, which is determined based on year-to-date LIFO income. Income tax expense for the three and nine months ended September 30, 2014 includes non-cash charges of $6.4 and $45.5, respectively, for the change in the valuation allowance on the Company’s deferred tax assets, which offsets the income tax benefit related to the Company’s pre-tax loss. Income tax expense for the three and nine months ended September 30, 2013 includes non-cash charges of $15.3 and $37.1, respectively. The Company incurred an income tax charge of $2.1 for the three and nine months ended September 30, 2014, related to changes in the value of deferred tax assets resulting from the Dearborn acquisition.

NOTE 6 - Long-term Debt and Other Financing
 

The Company’s debt balances, including current portions, were as follows:
 
September 30,
2014
 
December 31, 2013
Credit Facility
$
560.0

 
$
90.0

8.75% Senior Secured Notes due December 2018
380.0

 
380.0

5.00% Exchangeable Senior Notes due November 2019 (effective rate of 10.8%)
150.0

 
150.0

7.625% Senior Notes due May 2020
529.8

 
529.8

7.625% Senior Notes due October 2021
430.0

 

8.375% Senior Notes due April 2022
290.2

 
290.2

Industrial Revenue Bonds due 2014 through 2030
99.5

 
100.1

Unamortized debt (discount) premium, net
(32.9
)
 
(33.1
)
Total debt
2,406.6

 
1,507.0

Less:
 
 
 
Current portion of long-term debt
0.2

 
0.8

Total long-term debt
$
2,406.4

 
$
1,506.2


During the nine months ended September 30, 2014, the Company was in compliance with all the terms and conditions of its debt agreements.


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Senior Notes due October 2021

In September 2014, AK Steel issued $430.0 of 7.625% Senior Notes due October 2021 (the “2021 Notes”) at a price of 99.325% of par, generating net proceeds of $418.6 after underwriting discounts and other fees. The Company used the net proceeds from the issuance of the 2021 Notes, plus a portion of the net proceeds from a concurrent public offering of AK Holding common stock, for the purchase price of Dearborn. AK Holding, in addition to AK Tube LLC (“AK Tube”) and AK Steel Properties, Inc. (“AK Properties”), two 100%-owned subsidiaries of AK Steel, each fully and unconditionally, jointly and severally, guarantee the payment of interest, principal and premium, if any, on the 2021 Notes. The 2021 Notes were issued under a supplemental indenture, which includes covenants and restrictions substantially similar to the existing indentures governing the 7.625% Senior Notes due 2020 and the 8.375% Senior Notes due 2022 and are equal in right of payment to those notes. Prior to October 1, 2017, AK Steel may redeem the 2021 Notes at a price equal to par plus a make-whole premium and all accrued and unpaid interest to the date of redemption. Subsequent to that date, they are redeemable at 103.813% until October 1, 2018, 101.906% thereafter until October 1, 2019 and 100.0% thereafter, together with all accrued and unpaid interest to the date of redemption.

Credit Facility

Upon the acquisition of Dearborn on September 16, 2014, the Company amended its Credit Facility that it entered into in March 2014 with a group of lenders. The amendment to the Credit Facility, among other things, increases the aggregate principal amount of commitments under the Credit Facility to $1.5 billion in order to provide additional liquidity, increases availability thresholds, and amends certain covenants to increase the operational and strategic flexibility of AK Steel and its subsidiaries. In addition, the amended Credit Facility requires the maintenance of a minimum fixed charge coverage ratio of one to one if availability under the Credit Facility is less than $150.0. The Credit Facility, which expires in March 2019, replaced AK Steel’s prior $1.1 billion asset-backed revolving credit facility (“Replaced Credit Facility”), and is secured by the same classes of assets as the Replaced Credit Facility. The Credit Facility contains common restrictions similar to the Replaced Credit Facility, including limitations on, among other things, distributions and dividends, acquisitions and investments, indebtedness, liens and affiliate transactions. Availability is calculated as the lesser of the Credit Facility commitment or the Company’s eligible collateral after advance rates, less in either case outstanding revolver borrowings and letters of credit. The Company’s obligations under its Credit Facility are secured by its inventory and accounts receivable, and availability under the Credit Facility fluctuates monthly based on the varying levels of eligible collateral. The Credit Facility provides the Company with enhanced liquidity and greater financial and strategic flexibility. The Credit Facility includes a separate “first-in, last-out”, or “FILO” tranche, which allows the Company to maximize its eligible collateral at higher advance rates. In April 2014, in order to provide additional collateral to the borrowing base and increase the Company’s availability under the Credit Facility, thereby enhancing its liquidity, the Company added AK Tube and AK Properties as guarantors under the Credit Facility. AK Steel’s parent company, AK Holding, also guarantees the Credit Facility. Immediately after the acquisition, Dearborn was merged with and into AK Steel and thus the eligible assets of Dearborn Works are included in the eligible collateral under the Credit Facility.

At September 30, 2014, the Company’s eligible collateral, after application of applicable advance rates, was $1.5 billion. As of September 30, 2014, there were outstanding Credit Facility borrowings of $560.0. Availability as of September 30, 2014 was further reduced by $71.4 of outstanding letters of credit, resulting in remaining availability of $868.6.

Exchangeable Notes

AK Steel has $150.0 of outstanding 5.00% Senior Exchangeable Notes due November 2019 (the “Exchangeable Notes”). Among other things, the indenture governing the Exchangeable Notes provides noteholders with an exchange right at the option of the noteholders, in the event that the closing price of the Company’s common stock is greater than or equal to $7.02 per share (130% of the exchange price of the Exchangeable Notes) for at least 20 trading days during the last 30 consecutive trading days of a calendar quarter. As of October 1, 2014, this exchange right was triggered for the quarter ended September 30, 2014, and will remain available until December 31, 2014. Thereafter, the triggering condition will be reassessed at the beginning of each quarter while any Exchangeable Notes remain outstanding. The Company would be required to pay noteholders cash for the principal amount of the Exchangeable Notes and to pay cash or issue AK Holding common stock (at AK Steel’s option) for the premium if they elect to exchange their Exchangeable Notes during the fourth quarter of 2014. As a result, a portion of the equity component of the Exchangeable Notes, calculated as the difference between the principal amount of the Exchangeable Notes and the carrying amount of the liability component of the Exchangeable Notes, was considered redeemable and classified as temporary equity of $31.0 on the Condensed Consolidated Balance Sheets at September 30, 2014. In the event that holders of Exchangeable Notes elect to exchange, the Company expects to fund any cash settlement from cash or borrowings under its Credit Facility or both. There have been no exchanges as of the date of this filing.


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NOTE 7 - Pension and Other Postretirement Benefits
 

The Company provides noncontributory pension and various healthcare and life insurance benefits to most employees and retirees. The pension plan is not fully funded. The Company has contributed $196.5 to the master pension trust during 2014 and does not expect to make any additional contributions during 2014.

Net periodic benefit cost (income) for pension and other postretirement benefits were as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2014
 
2013
 
2014
 
2013
Pension Benefits
 
 
 
 
 
 
 
Service cost
$
0.5

 
$
0.7

 
$
1.2

 
$
1.9

Interest cost
36.6

 
34.7

 
109.6

 
104.1

Expected return on assets
(50.7
)
 
(46.2
)
 
(152.1
)
 
(138.3
)
Amortization of prior service cost
1.1

 
0.9

 
3.2

 
2.7

Amortization of (gain) loss
1.1

 
6.7

 
1.2

 
20.0

Settlement (gain) loss
0.2

 
(0.8
)
 
0.2

 
(0.8
)
Net periodic benefit cost (income)
$
(11.2
)
 
$
(4.0
)
 
$
(36.7
)
 
$
(10.4
)
 
 
 
 
 
 
 
 
Other Postretirement Benefits
 
 
 
 
 
 
 
Service cost
$
1.1

 
$
1.1

 
$
3.1

 
$
3.5

Interest cost
5.2

 
5.3

 
15.3

 
15.8

Amortization of prior service cost (credit)
(18.3
)
 
(20.0
)
 
(54.9
)
 
(60.0
)
Amortization of (gain) loss
(0.3
)
 
0.7

 
(1.0
)
 
1.8

Net periodic benefit cost (income)
$
(12.3
)
 
$
(12.9
)
 
$
(37.5
)
 
$
(38.9
)

The Company assumed Dearborn’s other postretirement benefits as of the acquisition on September 16, 2014, and recorded an initial liability of $121.8. The discount rate used for this measurement was 4.45%. Net periodic benefit cost (income) for the Dearborn plan is estimated to be $2.4 for the remainder of 2014 after the acquisition date.

During the first and third quarters of 2014, the Company performed remeasurements of an unfunded supplemental retirement plan as a result of lump sum benefit payments made to retired participants.

NOTE 8 - Environmental and Legal Contingencies
 

Environmental Contingencies

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

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September 30,
2014
 
December 31, 2013
Accrued liabilities
$
16.3

 
$
9.5

Other non-current liabilities
34.3

 
34.1


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

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

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

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

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

As previously reported, on September 30, 1998, AK Steel’s predecessor, Armco Inc., received an order from the EPA under Section 3013 of RCRA requiring it to develop a plan for investigation of eight areas of Mansfield Works that allegedly could be sources of contamination. A site investigation began in November 2000 and is continuing. AK Steel cannot reliably estimate at this time how long it will take to complete this site investigation. AK Steel currently has accrued approximately $1.1 for the

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projected cost of the study at Mansfield Works. Until the site investigation is completed, AK Steel cannot reliably estimate the additional costs, if any, associated with any potentially required remediation of the site or the timeframe during which these potential costs would be incurred.

As previously noted, on September 26, 2012, the EPA issued an order under Section 3013 of RCRA requiring the Company to develop a plan for investigation of four areas at AK Steel’s Ashland Works Coke Plant. A site investigation plan was submitted to the EPA on October 25, 2012, revised most recently on May 29, 2014 and approved by the EPA on June 27, 2014. AK Steel cannot reliably estimate at this time how long it will take to complete the site investigation. AK Steel currently has accrued approximately $0.5 for the projected cost of the investigation. Until the site investigation is completed, AK Steel cannot reliably estimate the additional costs, if any, associated with any potentially required remediation of the site or the timeframe during which these potential costs would be incurred.

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

As previously reported, on July 15, 2009, AK Steel and the Pennsylvania Department of Environmental Protection (“PADEP”) entered into a Consent Order and Agreement (the “Consent Order”) to resolve an alleged unpermitted discharge of wastewater from the closed Hillside Landfill at the former Ambridge Works. Under the terms of the Consent Order, AK Steel paid a penalty and also agreed to implement various corrective actions, including an investigation of the area where activities were conducted regarding the landfill, submission of a plan to collect and treat surface waters and seep discharges, and upon approval from PADEP, implementation of that plan. The Company has accrued approximately $2.2 for the current phase of remedial work required under the Consent Order. However, the design plan for this phase has not yet been developed or approved. Until that design plan is approved, the Company cannot reliably determine the actual cost of this phase, but it is expected to be at least the amount of the current accrual. The Company currently estimates that the remaining work required for this phase will be completed in 2016, but that estimated timeframe is subject to the potential for delays, such as delays due to work plan approval and/or permitting delays. Additional work in the form of monitoring likely will be required after completion of the current phase, but the Company cannot reliably determine the cost of that work or the timeframe for its completion until the design phase has been approved.

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

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

The following new matters have been added to AK Steel’s prior environmental contingency disclosures as a result of the recent acquisition by AK Steel of Dearborn.

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On May 12, 2014, the Michigan Department of Environmental Quality (“MDEQ”) issued to 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 based on information that was not available 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 Sierra Club filed a Claim of Appeal of the PTI in the State of Michigan Wayne County Circuit, Case No. 14-008887-AA. Appellants and the MDEQ stipulated to the intervention of Severstal in this action as an additional appellee. The appellants allege multiple deficiencies with the permit and the permitting process. On October 9, 2014, the appellants filed a Motion for Peremptory Reversal of the MDEQ’s decision to issue the PTI. The hearing on appellants’ motion is scheduled for December 12, 2014. AK Steel believes that the MDEQ issued this permit properly in compliance with applicable law and will vigorously contest this appeal. On October 17, 2014, AK Steel filed a motion to dismiss the appeal of SDEIA. The hearing on AK Steel’s motion is scheduled for November 21, 2014. Until the appeal is resolved, AK Steel cannot determine what the ultimate permit limits will be. Until the permit limits are determined and final, AK Steel cannot reliably estimate the costs, if any, which it will incur in the event that the permit limits are changed as a result of the appeal. Nor can it determine if such costs will be material or the timeframe over which any potential costs would be incurred.

On August 21, 2014, the SDEIA filed a Complaint under the Michigan Environmental Protection Act (“MEPA”) in the State of Michigan, Wayne County Circuit Case No. 14-010875-CE. The plaintiffs allege that the air emissions from the 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 the limitations in the PTI to determine their sufficiency. 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). Upon resumption, AK Steel will vigorously contest these claims. Until the claims that are the subject of this Complaint are resolved, AK Steel cannot reliably estimate the costs, if any, associated with the claims or the timeframe over which any potential costs would be incurred.

Between 2008 and the end of 2013, MDEQ and the EPA issued multiple NOVs to Dearborn Works covering a wide range of alleged environmental violations, mostly regarding the Clean Air Act. The United States Department of Justice and MDEQ have proposed a settlement to AK Steel to resolve the alleged violations contained in the NOVs and the parties are currently negotiating the terms of a proposed Consent Decree to resolve this dispute. AK Steel believes it has the potential to reach a settlement in this matter, but it cannot be certain that a settlement will be reached or reliably estimate at this time how long it will take to reach a settlement or the terms of such a settlement. AK Steel will vigorously contest any claims which cannot be resolved through a settlement. AK Steel cannot reliably estimate at this time whether it will reach a settlement of this matter or, if a settlement is reached, how long it will take to reach that settlement, the costs or fines associated with the settlement, or what its other terms will be. Nor can AK Steel reliably estimate whether it will incur any costs or fines in the event a settlement is not reached, or the amount or timeframe relating to any such potential costs or fines.

On April 9, 2014, SDEIA sent a Notice of Intent to Sue under the Clean Air Act to Dearborn with respect to Dearborn Works. On June 18, 2014, SDEIA filed a complaint under the citizen enforcement action provisions of the Clean Air Act against Dearborn in the United States District Court for the Eastern District of Michigan, Case No. 2:14-cv-12387-GER-PJK. The complaint alleges violations nearly identical to those alleged in the NOVs arising under the Clean Air Act that were issued to Dearborn Works by MDEQ and EPA between 2008 and 2013 and are the subject of ongoing settlement negotiations. On August 29, 2014, AK Steel moved to dismiss many of the counts in the complaint. On October 9, 2014, plaintiff filed an amended complaint which removed two of the counts in the original complaint. AK Steel filed an answer to plaintiff’s amended complaint on October 24, 2014. AK Steel refiled its motion for partial dismissal and that motion is still pending before the court. AK Steel will vigorously contest these claims. Until the claims that are the subject of the amended complaint are resolved, AK Steel cannot reliably estimate the costs, if any, associated with the claims or the timeframe over which any potential costs would be incurred.

On April 27, 2000, MDEQ issued a RCRA Corrective Action Order No. 111-04-00-07E to Rouge Steel Company and Ford Motor Company for the property that includes the Dearborn Works. The Corrective Action Order has been amended five times. Dearborn became a party to the Corrective Action Order via an amendment dated January 24, 2004 as a result of becoming the successor-in-interest to Rouge Steel Company for certain matters. AK Steel is the successor to Dearborn by virtue of its recent acquisition of Dearborn. The Corrective Action Order requires the site-wide investigation and where appropriate, remediation, of the facility. The site investigation and remediation is ongoing. AK Steel cannot reliably estimate at this time 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. AK Steel has accrued approximately $0.4 for the projected cost of the continuing investigation. Until the site investigation is completed, AK

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Steel cannot reliably estimate the additional costs, if any, associated with any potentially required remediation of the site or the timeframe during which these potential costs would be incurred.

On August 29, 2013, the West Virginia Department of Environmental Protection (“WVDEP”) issued to Mountain State Carbon a renewal National Pollution Discharge Elimination System (“NPDES”) permit for wastewater discharge from the facility to the Ohio River. The new NPDES permit included numerous new, and more stringent, effluent limitations. On October 7, 2013, Mountain State Carbon appealed the permit to the Environmental Quality Board, Appeal No. 13-25-EQB. AK Steel believes it has the potential to reach a settlement in this matter, but it cannot be certain that a settlement will be reached or reliably estimate at this time how long it will take to reach a settlement or the terms of such a settlement. AK Steel will vigorously contest any claims which cannot be resolved through a settlement. Until it has reached a settlement with WVDEP or the issues that are the subject of the appeal are otherwise resolved, AK Steel cannot determine what the ultimate permit limits will be. Until the permit limits are determined and final, AK Steel cannot reliably estimate the costs, if any, which it will incur in the event that the permit limits are changed as a result of the appeal. Nor can it determine if such costs will be material or the timeframe over which any potential costs would be incurred.

On February 6, 2012, the United States and the WVDEP filed a Complaint under the Clean Air Act and RCRA against Mountain State Carbon in the United States District Court for the Northern District for West Virginia, Civil Action No. 5:12-CV-19. On March 6, 2012, WVDEP voluntarily dismissed its claims against Mountain State Carbon. The case proceeded to a bench trial in May 2014, during which the United States pursued three main claims alleging: (1) excess opacity at the combustion stack caused by deficient thru walls; (2) excess hydrogen sulfide emissions due to a deficient primary cooler; and (3) various RCRA violations. The government sought injunctive relief on each claim, and a civil penalty of $10.6. On July 17, 2014, the court issued its Findings of Facts, Conclusions of Law and Memorandum Order and dismissed most of the United States’ claims in their entirety. The court did, however, assess a civil penalty of approximately $2.4 and order three injunctive relief measures: (1) the assessment by both parties’ experts of the sufficiency of the cokemaking facility’s thru walls and the submission to the court of a report by October 15, 2014, following which the replacement of some thru walls could be required; (2) the requirement for Mountain State Carbon to install and utilize an automated system that tracks oven charging times at Battery 8 to identify ovens that cause opacity violations; and (3) the requirement for Mountain State Carbon to clean all spiral heat exchangers as soon as practicable and establish a regular cleaning schedule. On August 21, 2014, the court issued an Order in response to the Plaintiff’s Motion for Entry of Judgment, memorializing the judgment identified in the Findings of Fact, Conclusions of Law and Memorandum Order. On October 17, 2014, the United States appealed the judgment to the United States Court of Appeals for the Fourth Circuit. AK Steel will vigorously defend the judgment in such appeal.

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

Legal Contingencies

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


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Information on asbestos cases pending at September 30, 2014 is presented below:
 
 
Asbestos Cases Pending at
 
 
September 30, 2014
Cases with specific dollar claims for damages:
 
 
Claims up to $0.2
 
114

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)
 
124

Cases without a specific dollar claim for damages
 
314

Total asbestos cases pending
 
438

(a)
Involve a total of 2,332 plaintiffs and 16,631 defendants

In each case, the amount described is per plaintiff against all of the defendants, collectively. Thus, it usually is not possible at the outset of a case to determine the specific dollar amount of a claim against AK Steel. In fact, it usually is not even possible at the outset to determine which of the plaintiffs actually will pursue a claim against AK Steel. Typically, that can only be determined through written interrogatories or other discovery after a case has been filed. Thus, in a case involving multiple plaintiffs and multiple defendants, AK Steel initially only accounts for the lawsuit as one claim against it. After AK Steel has determined through discovery whether a particular plaintiff will pursue a claim against it, it makes an appropriate adjustment to statistically account for that specific claim. It has been AK Steel’s experience to date that only a small percentage of asbestos plaintiffs ultimately identify AK Steel as a target defendant from whom they actually seek damages and most of these claims ultimately are either dismissed or settled for a small fraction of the damages initially claimed. Set forth below is a chart showing the number of new claims filed (accounted for as described above), the number of pending claims disposed of (i.e., settled or otherwise dismissed), and the approximate net amount of dollars paid on behalf of AK Steel in settlement of asbestos-related claims in the three and nine months ended September 30, 2014 and 2013.
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2014
 
2013
 
2014
 
2013
New Claims Filed
16

 
10

 
40

 
34

Pending Claims Disposed Of
10

 
5

 
38

 
30

Total Amount Paid in Settlements
$
0.1

 
$

 
$
0.6

 
$
0.9


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

As previously reported, in September and October 2008, several companies filed purported class actions in the United States District Court for the Northern District of Illinois against nine steel manufacturers, including AK Holding. The case numbers for these actions are 08CV5214, 08CV5371, 08CV5468, 08CV5633, 08CV5700, 08CV5942 and 08CV6197. An additional action, case number 10CV04236, was filed in the same federal district court on July 8, 2010. On December 28, 2010, another action, case number 32,321, was filed in state court in the Circuit Court for Cocke County, Tennessee. The defendants removed the Tennessee case to federal court and filed a motion to transfer the case to the Northern District of Illinois. That motion was granted on March 28, 2012. The plaintiffs in the various pending actions are companies which claim to have purchased steel products, directly or indirectly, from one or more of the defendants and they purport to file the actions on behalf of all persons

- 17-

            
        


and entities who purchased steel products for delivery or pickup in the United States from any of the named defendants at any time from at least as early as January 2005. The complaints allege that the defendant steel producers have conspired in violation of antitrust laws to restrict output and to fix, raise, stabilize and maintain artificially high prices with respect to steel products in the United States. Discovery has commenced but only with respect to issues relating to class certification. On May 24, 2012, the direct purchaser plaintiffs filed a motion for class certification. On February 28, 2013, the defendants filed a memorandum in opposition to the motion for class certification and motions to exclude the opinions of the plaintiffs’ experts. An evidentiary hearing on the motion for class certification and the motions to exclude the opinions of the plaintiffs’ experts was held commencing on March 15, 2014. No trial date has been set. Prior to that hearing, AK Holding reached an agreement with the direct purchaser plaintiffs to tentatively settle the claims asserted against AK Holding, subject to certain court approvals set forth below. Pursuant to that settlement, AK Holding agreed to pay $5.8 to the plaintiff class of direct purchasers in exchange for a complete release of all claims from the members of that class. AK Holding continues to believe that the claims asserted against it lack any merit, but it elected to enter into the settlement in order to avoid the ongoing expense of defending itself in this protracted and expensive antitrust litigation. The tentative settlement received preliminary approval by the court on April 11, 2014. Following such preliminary approval, notice of the proposed settlement was provided to members of the settlement class. After receipt of such notice, several class members elected to opt out of the class settlement. In order to become final, the settlement must receive a second approval by the court following a fairness hearing which occurred on October 17, 2014. On October 21, 2014, the Court entered an order and judgment approving the settlement and dismissing all of the direct plaintiffs’ claims against the Company with prejudice as to the settlement class. The Company recorded a charge during the first quarter of 2014 in the amount of the tentative settlement with the direct purchaser plaintiff class. At this stage, the Company does not have adequate information available to determine that a loss is probable or to reliably or accurately estimate its potential loss, if any, with respect to the remaining indirect purchaser plaintiff class members and any direct purchaser class members that have opted out of the class (hereinafter collectively referred to as the “Remaining Plaintiff Class Members.”). Because the Company has been unable to determine that a potential loss in this case with respect to the Remaining Plaintiff Class Members is probable or estimable, it has not recorded an accrual related to this matter for them. In the event that the Company’s assumptions used to evaluate whether a loss in this matter is either probable or estimable with respect to the Remaining Plaintiff Class Members prove to be incorrect or change in future periods, the Company may be required to record a charge for their claims at a later date.

As previously reported, on January 20, 2010, ArcelorMittal France and ArcelorMittal Atlantique et Lorraine (collectively “ArcelorMittal”) filed an action in the United States District Court for the District of Delaware, Case No. 10-050-SLR against AK Steel, Dearborn, and Wheeling-Nisshan Inc., who is indemnified by Dearborn in this action. AK Steel is the successor to Dearborn by virtue of its recent acquisition of Dearborn. By virtue of its responsibility as a successor-in-interest to Dearborn and an indemnitor of Wheeling-Nisshan Inc, AK Steel now has complete responsibility for the defense of this action. The three named defendants thus are collectively referred to hereafter as “AK Steel,” though the precise claims against each separate defendant may vary. The complaint alleges that AK Steel is infringing the claims of U.S. Patent No. 6,296,805 (the “Patent”) in making pre-coated cold-rolled boron steel sheet and seeks injunctive relief and unspecified compensatory damages. AK Steel filed an answer in which it denied ArcelorMittal’s claims and raised various affirmative defenses. AK Steel also filed counterclaims against ArcelorMittal for a declaratory judgment that AK Steel is not infringing the Patent and that the Patent is invalid. Subsequently, the trial court bifurcated the issues of liability and damages. The case proceeded with a trial to a jury on the issue of liability during the week of January 15, 2011. The jury returned a verdict that AK Steel did not infringe the Patent and that the Patent was invalid. Judgment subsequently was entered in favor of AK Steel. ArcelorMittal filed an appeal with the United States Court of Appeals for the Federal Circuit. On November 30, 2012, the court of appeals issued a decision reversing certain findings related to claim construction and the validity of the Patent and remanded the case to the trial court for further proceedings. On January 30, 2013, ArcelorMittal filed a motion for rehearing with the court of appeals. On March 20, 2013, the court of appeals denied ArcelorMittal’s motion for rehearing. The case then was remanded to the trial court for further proceedings. On April 16, 2013, pursuant to a petition previously filed by ArcelorMittal and ArcelorMittal USA LLC, the U.S. Patent and Trademark Office reissued the Patent as U.S. Reissue Patent RE44,153 (the “Reissued Patent”). Also on April 16, 2013, ArcelorMittal filed a second action against the defendants in the United States District Court for the District of Delaware, Case Nos. 1:13-cv-00685 and 1:13-cv-00686 (collectively the “Second Action”). The complaint filed in the Second Action alleges that AK Steel is infringing the claims of the Reissued Patent and seeks injunctive relief and unspecified compensatory damages. On April 23, 2013, AK Steel filed a motion to dismiss key elements of the complaint filed in the Second Action. In addition, the parties briefed related non-infringement and claims construction issues in the original action. On October 25, 2013, the district court granted summary judgment in favor of AK Steel, confirming that AK Steel’s product does not infringe the original Patent or the Reissued Patent. The court further ruled that ArcelorMittal’s Reissued Patent was invalid due to ArcelarMittal’s deliberate violation of a statutory prohibition on broadening a patent through reissue more than two years after the original Patent was granted and that the original Patent had been surrendered when the Reissued Patent was issued and thus is no longer in effect. Final Judgment was entered on October 31, 2013. On November 6, 2013, ArcelorMittal filed a motion to clarify or, in the alternative, to alter or amend the October 31, 2013 judgment. The defendants opposed the motion. On December 5, 2013, the court issued a memorandum and order denying the motion and entering final judgment in favor of

- 18-

            
        


defendants, including AK Steel, and against ArcelorMittal, specifically ruling that all claims of ArcelorMittal’s Reissued Patent are invalid as violative of 35 U.S.C. §251(d). On December 30, 2013, ArcelorMittal filed notices of appeal to the Federal Circuit Court of Appeals. The appeal has been fully briefed and is set for hearing on November 4, 2014. AK Steel intends to continue to contest this matter vigorously. At this time, the Company has not made a determination that a loss is probable and it does not have adequate information to reliably or accurately estimate its potential loss in the event that ArcelorMittal were to prevail in its appeal in this dispute. Because the Company has been unable to determine that the potential loss in this case is probable or estimable, it has not recorded an accrual related to this matter. In the event that the Company’s assumptions used to evaluate whether a loss in this matter is either probable or estimable prove to be incorrect or change in future periods, the Company may be required to record a liability for an adverse outcome.

Trade Cases

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

On September 18, 2013, AK Steel, along with another domestic producer and the United Steelworkers (collectively, the “Petitioners”), filed trade cases against imports of GOES from seven countries. Antidumping (“AD”) petitions were filed against China, the Czech Republic, Germany, Japan, Poland, Russia and South Korea and a countervailing duty (“CVD”) petition was filed against China charging that unfairly traded imports of GOES from those seven countries are causing material injury to the domestic industry. The United States Department of Commerce (“DOC”) initiated the cases on October 24, 2013. On November 19, 2013, the International Trade Commission (“ITC”) made a preliminary determination that there is a reasonable indication that GOES imports caused or threaten to cause material injury. On March 5, 2014, the DOC preliminarily determined that GOES imports from China benefit from subsidies by the Government of China, resulting in a preliminary CVD rate of 49.15 percent of the value of the GOES imports. As a result of the preliminary affirmative CVD determination, importers are required to post cash deposits with U.S. Customs and Border Protection on imports of GOES from China based on the CVD preliminary rate. On May 5, 2014, the DOC issued preliminary determinations that imports of GOES from China, the Czech Republic, Germany, Japan, Poland, Russia and South Korea are being dumped in the United States. On July 17, 2014, the DOC issued final dumping determinations with respect to imports of GOES from Germany, Japan, and Poland, affirming the preliminary dumping margins for these three countries. As a result of the preliminary dumping determinations on China, the Czech Republic, Russia, and South Korea, and final dumping determinations on Germany, Japan and Poland, importers were required to post cash deposits with U.S. Customs and Border Protection on imports of GOES from these seven countries (in addition to any deposits required by the preliminary affirmative CVD determinations). The DOC also reached affirmative preliminary critical circumstances findings with respect to Poland and Russia. In separate decisions issued on August 27, 2014 and October 23, 2014, the ITC issued its final determination with respect to imports of GOES from China, the Czech Republic,Germany, Japan, Poland, Russia and South Korea. In each of these decisions, the ITC determined in a 5-1 vote that the United States steel industry is neither

- 19-

            
        


materially injured nor threatened with material injury by reason of those imports. These two ITC decisions nullify the DOC’s preliminary assessment of dumping duties on GOES imports from each of the countries against which the trade petition was filed, as well as a CVD determination with respect to China.  On September 16, 2014, the Petitioners filed an appeal of the ITC’s August 27, 2014 decision to the Court of International Trade. The petitioners have stated that they intend to file an appeal from the ITC’s October 23, 2014 decision. AK Steel expects a decision in those appeals in approximately one year.

On September 30, 2013, AK Steel filed trade cases against imports of non-oriented electrical steel (“NOES”) from six countries. AD petitions were filed against China, Germany, Japan, South Korea, Sweden and Taiwan and CVD petitions were filed against China, South Korea and Taiwan charging that unfairly traded imports of NOES from those six countries are causing material injury to the domestic industry. The DOC initiated the cases on November 7, 2013. On December 3, 2013, the ITC made a preliminary determination that there is a reasonable indication that NOES imports caused or threaten to cause material injury. On March 19, 2014, the DOC issued preliminary determinations with respect to AK Steel’s CVD petitions against China, South Korea and Taiwan. The DOC preliminarily determined that NOES imports from China benefit from subsidies by the Government of China, resulting in a preliminary CVD rate of 125.83 percent of the value of the NOES imports. With respect to South Korea, the DOC calculated a de minimis preliminary CVD rate, resulting in a preliminary negative determination for South Korea. With respect to Taiwan, the DOC preliminarily determined that certain NOES imports from Taiwan benefit from subsidies by the Government of Taiwan, resulting in (a) a preliminary CVD rate of 12.82 percent for Leicong Industrial Company, Ltd., (b) a de minimis preliminary CVD rate for China Steel Corporation and certain of its affiliates, and (c) a preliminary CVD rate of 6.41 percent for all other producers in Taiwan. On May 16, 2014, the DOC issued preliminary determinations that imports of NOES from China, Germany, Japan, South Korea, Sweden and Taiwan are being dumped in the United States. As a result of the preliminary dumping determinations, importers were required to post cash deposits with U.S. Customs and Border Protection on imports of NOES from these six countries (in addition to any deposits required by the preliminary affirmative CVD determinations).

On October 7, 2014, the DOC issued its final dumping determinations as to all six subject countries as follows:
Country
 
NOES Dumping Margins
China
 
407.52%
Germany
 
86.29% — 98.84%
Japan
 
135.59% — 204.79%
South Korea
 
6.91%
Sweden
 
98.46% — 126.72%
Taiwan
 
28.14% — 52.23%

In addition, the DOC issued a final CVD determination with respect to China at the rate of 158.88 percent. With respect to South Korea, the DOC affirmed its preliminary de minimis CVD determination. With respect to Taiwan, the DOC (a) affirmed its de minimis CVD determination with respect to China Steel Corporation and certain of its affiliates, (b) issued a final CVD determination with respect to Leicong Industrial Company, Ltd. at the rate of 17.12 percent, and (c) issued a final CVD determination with respect to all other Taiwanese producers at the rate of 8.80 percent. U.S. Customs and Border Protection will require that importers post cash deposits on imports of NOES from the subject countries at the above rates. A final injury determination for all six subject countries is expected from the ITC in November 2014.

The following new matters have been added to AK Steel’s prior legal contingency disclosures as a result of the recent acquisition by AK Steel of Dearborn.

On June 13, 2013, Cliffs Sales Company (“Cliffs”) filed an action in the United States District Court for the Northern District of Ohio, Civil Action No. 1:13 cv 1308, against Dearborn pertaining to Dearborn Works. Cliffs claims that Dearborn breached a May 21, 2008 Agreement for Sale of Reclaimed Iron Units, as amended (the “Iron Unit Agreement”). Cliffs claims that Dearborn breached the Iron Unit Agreement by failing to purchase the required amount of pellets, chips and fines as allegedly required. Dearborn filed an answer denying the material allegations of the complaint and asserting several affirmative defenses. In January of 2014, the presiding judge ordered a stay of the proceedings until Cliffs and Dearborn completed an arbitration of a separate dispute. That arbitration is now concluded and it is anticipated that the stay of the litigation will be lifted. Discovery is expected to re-commence in the near future. AK Steel, as successor-in-interest to Dearborn, intends to contest this matter vigorously. At this time, AK Steel has not made a determination that a loss is probable and it does not have adequate information to reliably or accurately estimate its potential loss in the event that Cliffs were to prevail in this lawsuit. Because AK Steel has been unable to determine that a loss is probable or estimable, it has not recorded an accrual related to this matter. In the event

- 20-

            
        


that AK Steel’s assumptions used to evaluate whether a loss in this matter is either probable or estimable prove to be incorrect or change in future periods, AK Steel may be required to record a liability for an adverse outcome.

On August 29, 2014, Dearborn served a private arbitration demand and asserted a breach of contract claim against PCI Enterprises Company (“PCI”) with respect to Dearborn Works. In its demand, Dearborn sought a declaration that it properly terminated a Pulverized Coal Supply Agreement with PCI (the “PCI Agreement”) and damages in the amount of $11.8. On the same date, PCI served a statement of claim against Dearborn alleging that it breached the PCI Agreement and seeking damages in an amount between $12.0 and $14.0. Discovery has commenced. AK Steel, as successor-in-interest to Dearborn, intends to vigorously defend against PCI’s counterclaim. At this time, AK Steel has not made a determination that a loss is probable and it does not have adequate information to reliably or accurately estimate its potential loss in the event that PCI were to prevail on its counterclaim. Because AK Steel has been unable to determine that a loss is probable or estimable, it has not recorded an accrual related to this matter. In the event that AK Steel’s assumptions used to evaluate whether a loss in this matter is either probable or estimable prove to be incorrect or change in future periods, AK Steel may be required to record a liability for an adverse outcome.

Other Contingencies

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

NOTE 9 - Common Stock
 

On September 16, 2014, AK Holding issued 40.25 million shares of common stock at $9.00 per share. Net proceeds were $345.3 after underwriting discounts and other fees. AK Holding used the net proceeds from the issuance of common stock to pay a portion of the purchase price for the acquisition of Dearborn, to repay borrowings under the Credit Facility and for general corporate purposes.

At the 2014 Annual Meeting held on May 29, 2014, the stockholders of the Company approved an amendment to its Restated Certificate of Incorporation to increase the authorized shares of the Company’s common stock from 200 million to 300 million shares.

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


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NOTE 10 - Share-based Compensation
 

AK Holding’s Stock Incentive Plan permits the granting of nonqualified stock option, restricted stock, performance share and restricted stock unit awards to Directors, officers and other employees of the Company. At the 2014 Annual Meeting held on May 29, 2014, the stockholders of the Company approved an amendment to the Stock Incentive Plan to increase the shares authorized for issuance under the plan by 4.0 million shares. The following table summarizes information about share-based compensation expense, which the Company has estimated will be $8.7 for 2014:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
Share-based Compensation Expense
2014
 
2013
 
2014
 
2013
Stock options
$
0.2

 
$
0.1

 
$
1.5

 
$
1.2

Restricted stock
0.4

 
0.3

 
2.7

 
2.5

Restricted stock units issued to Directors
0.4

 
0.3

 
0.9

 
0.7

Performance shares
0.6

 
1.0

 
2.1

 
3.0

Total share-based compensation expense
$
1.6

 
$
1.7

 
$
7.2

 
$
7.4


The Company granted stock options on 551,740 shares during the nine months ended September 30, 2014, at a weighted-average fair value of $3.50 per share of stock option. There have been 11,881 options exercised in 2014.

The Company granted restricted stock awards of 487,290 shares during the nine months ended September 30, 2014, at a weighted-average fair value of $6.67 per share. The total intrinsic value of restricted stock awards that vested (i.e., restrictions lapsed) during the nine months ended September 30, 2014 was $2.8.

The Company granted performance share awards of 512,400 shares during the nine months ended September 30, 2014, at a weighted-average fair value of $6.40 per share.

NOTE 11 - Comprehensive Income (Loss)
 

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

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Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2014
 
2013
 
2014
 
2013
Foreign currency translation
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
4.6

 
$
2.8

 
$
4.7

 
$
3.5

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
Foreign currency translation gain (loss)
 
(2.5
)
 
1.2

 
(2.6
)
 
0.5

Balance at end of period
 
$
2.1

 
$
4.0

 
$
2.1

 
$
4.0

Cash flow hedges
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
7.4

 
$
7.4

 
$
18.3

 
$
31.7

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
Gains (losses) arising in period
 
(2.7
)
 
10.3

 
(9.6
)
 
0.6

Income tax expense
 

 

 

 

Gains (losses) arising in period, net of tax
 
(2.7
)
 
10.3

 
(9.6
)
 
0.6

Reclassification of losses (gains) to net income (loss):
 
 
 
 
 
 
 
 
Hot roll carbon steel coil contracts (a)
 

 

 

 
(0.4
)
Other commodity contracts (b)
 
3.9

 
(5.9
)
 
(0.1
)
 
(20.1
)
Subtotal
 
3.9

 
(5.9
)
 
(0.1
)
 
(20.5
)
Income tax expense
 

 

 

 

Net amount of reclassification of losses (gains) to net income (loss)
 
3.9

 
(5.9
)
 
(0.1
)
 
(20.5
)
Total other comprehensive income (loss), net of tax
 
1.2

 
4.4

 
(9.7
)
 
(19.9
)
Balance at end of period
 
$
8.6

 
$
11.8

 
$
8.6

 
$
11.8

Unrealized holding gains (losses) on securities
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
0.4

 
$
0.5

 
$
0.4

 
$
0.3

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
Unrealized holding gains arising in period
 

 

 

 
0.2

Income tax expense
 

 

 

 

Unrealized holding gains (losses) arising in period, net of tax
 

 

 

 
0.2

Balance at end of period
 
$
0.4

 
$
0.5

 
$
0.4

 
$
0.5

Pension and OPEB plans
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
259.6

 
$
(58.2
)
 
$
300.0

 
$
(34.4
)
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
Prior service credit (cost) arising in period
 
(2.1
)
 
(6.1
)
 
(2.1
)
 
(6.1
)
Gains (losses) arising in period
 
(3.0
)
 
9.6

 
(8.3
)
 
9.6

Income tax expense
 

 

 

 

Gains (losses) arising in period, net of tax
 
(5.1
)
 
3.5

 
(10.4
)
 
3.5

Reclassification to net income (loss):
 
 
 
 
 
 
 
 
Prior service costs (credits) (c)
 
(17.2
)
 
(19.1
)
 
(51.7
)
 
(57.3
)
Actuarial (gains) losses (c)
 
1.0

 
6.6

 
0.4

 
21.0

Subtotal
 
(16.2
)
 
(12.5
)
 
(51.3
)
 
(36.3
)
Income tax expense
 

 

 

 

Amount of reclassification to net income (loss), net of tax
 
(16.2
)
 
(12.5
)
 
(51.3
)
 
(36.3
)
Total other comprehensive income (loss), net of tax
 
(21.3
)
 
(9.0
)
 
(61.7
)
 
(32.8
)
Balance at end of period
 
$
238.3

 
$
(67.2
)
 
$
238.3

 
$
(67.2
)
(a)
Amounts are included in net sales on the Condensed Consolidated Statements of Operations.
(b)
Amounts are included in cost of products sold on the Condensed Consolidated Statements of Operations.
(c)
Amounts are included in pension and OPEB expense (income) on the Condensed Consolidated Statements of Operations.

- 23-

            
        



NOTE 12 - Earnings per Share
 

Earnings per share are calculated using the “two-class” method. Under the “two-class” method, undistributed earnings are allocated to both common shares and participating securities. The sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders is divided by the weighted-average number of common shares outstanding during the period. The restricted stock granted by AK Holding is entitled to non-forfeitable dividends, if declared, and meets the criteria of a participating security.
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2014
 
2013
 
2014
 
2013
Net income (loss) attributable to AK Steel Holding Corporation
 
$
(7.2
)
 
$
(31.7
)
 
$
(110.4
)
 
$
(82.0
)
Less: distributed earnings to common stockholders and holders of certain stock compensation awards
 

 

 

 

Undistributed earnings (loss)
 
$
(7.2
)
 
$
(31.7
)
 
$
(110.4
)
 
$
(82.0
)
 
 
 
 
 
 
 
 
 
Common stockholders earnings—basic and diluted:
 
 
 
 
 
 
 
 
Distributed earnings to common stockholders
 
$

 
$

 
$

 
$

Undistributed earnings (loss) to common stockholders
 
(7.2
)
 
(31.6
)
 
(110.0
)
 
(81.7
)
Common stockholders earnings (loss)—basic and diluted
 
$
(7.2
)
 
$
(31.6
)
 
$
(110.0
)
 
$
(81.7
)
 
 
 
 
 
 
 
 
 
Common shares outstanding (weighted-average shares in millions):
 
 
 
 
 
 
 
 
Common shares outstanding for basic earnings per share
 
142.8

 
135.9

 
138.4

 
135.8

Effect of exchangeable debt
 

 

 

 

Effect of dilutive stock-based compensation
 

 

 

 

Common shares outstanding for diluted earnings per share
 
142.8

 
135.9

 
138.4

 
135.8

 
 
 
 
 
 
 
 
 
Basic and diluted earnings per share:
 
 
 
 
 
 
 
 
Distributed earnings
 
$

 
$

 
$

 
$

Undistributed earnings (loss)
 
(0.05
)
 
(0.23
)
 
(0.79
)
 
(0.60
)
Basic and diluted earnings (loss) per share
 
$
(0.05
)
 
$
(0.23
)
 
$
(0.79
)
 
$
(0.60
)
 
 
 
 
 
 
 
 
 
Potentially issuable common shares (in millions) excluded from earnings per share calculation due to anti-dilutive effect
 
13.3

 
2.5

 
10.6

 
2.5


NOTE 13 - Variable Interest Entities
 

SunCoke Middletown

The Company purchases all of the coke and electrical power generated from SunCoke Middletown’s plant under long-term supply agreements. SunCoke Middletown is deemed to be a variable interest entity because the Company has committed to purchase all of the expected production from the facility through at least 2031 and the Company has been determined to be the primary beneficiary. Thus, the financial results of SunCoke Middletown are required to be consolidated with the results of the Company with recognition of a noncontrolling interest, even though the Company has no ownership interest in SunCoke Middletown. Included in consolidated income (loss) before taxes was income before taxes related to SunCoke Middletown of $16.2 and $15.9 for the three months ended September 30, 2014 and 2013, respectively, and of $46.8 and $47.8 for the nine months ended September 30, 2014 and 2013, respectively.

Vicksmetal/Armco Associates

The Company owns a 50% interest in Vicksmetal/Armco Associates (“VAA”), a joint venture with Vicksmetal Company, which is owned by Sumitomo Corporation. VAA slits electrical steel primarily for AK Steel, though also for third parties. AK Steel

- 24-

            
        


has determined that VAA meets the definition of a variable interest entity and the financial results of VAA are consolidated with the results of the Company, as the primary beneficiary.

NOTE 14 - Fair Value Measurements
 

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

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

Level 2 inputs are inputs, other than quoted prices, that are directly or indirectly observable for the asset or liability. Level 2 inputs include model-generated values that rely on inputs either directly observed or readily-derived from available market data sources, such as Bloomberg or other news and data vendors. They include quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates and yield curves observable at commonly quoted intervals or current market) and contractual prices for the underlying financial instrument, as well as other relevant economic factors. Fair values of the Company’s derivative commodity contracts and foreign currency forward contracts are generated using forward prices that are derived from observable futures prices relating to the respective commodity or currency from sources such as the New York Mercantile Exchange (NYMEX) or the London Metal Exchange (LME). In cases where the derivative is an option contract (including caps, floors and collars), the Company’s valuations reflect adjustments made to valuations generated by the derivative’s counterparty. After validating that the counterparty’s assumptions relating to implied volatilities are in line with an independent source for these implied volatilities, the Company discounts these model-generated future values with discount factors designed to reflect the credit quality of the party obligated to pay under the derivative contract. Differing discount rates are applied to different contracts as a function of differing maturities and different counterparties. As of September 30, 2014, a spread over benchmark rates of less than 3.0% 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.


- 25-

            
        


The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:
 
September 30, 2014
 
December 31, 2013
 
Level 1
 
Level 2
 
Total
 
Level 1
 
Level 2
 
Total
Assets measured at fair value
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
60.8

 
$

 
$
60.8

 
$
45.3

 
$

 
$
45.3

Other current assets:
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts

 
1.4

 
1.4

 

 

 

Commodity hedge contracts

 
3.0

 
3.0

 

 
4.9

 
4.9

Other non-current assets:
 
 
 
 
 
 
 
 
 
 
 
Available for sale investments—cash and cash equivalents
3.3

 

 
3.3