Obligation AK Steel 7.625% ( US001546AL46 ) en USD

AK Steel

100 % ⇌

Etas-Unis

US001546AL46 ( en USD )

7.625% par an ( paiement semestriel )

15/05/2020 - Obligation échue

Prospectus brochure de l'obligation AK Steel US001546AL46 en USD 7.625%, échue

1 000 USD

550 000 000 USD

001546AL4

B- ( Très spéculatif )

B3 ( Très spéculatif )

AK Steel, rebaptisée Cleveland-Cliffs après son acquisition, était un important producteur américain d'acier plat, spécialisé dans les aciers au carbone et les aciers alliés pour l'automobile, l'énergie et les biens de consommation.

L'Obligation émise par AK Steel ( Etas-Unis ) , en USD, avec le code ISIN US001546AL46, paye un coupon de 7.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2020

L'Obligation émise par AK Steel ( Etas-Unis ) , en USD, avec le code ISIN US001546AL46, a été notée B3 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par AK Steel ( Etas-Unis ) , en USD, avec le code ISIN US001546AL46, a été notée B- ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-166303

Maximum

aggregate

Amount of
Title of each class of securities offered
offering price registration fee
7.625% Senior Notes due 2020
$ 400,000,000
$ 28,520 (1)
Guarantee(2)

(1) The filing fee of $28,520 is calculated in accordance with Rule 457(r) of the Securities Act of
1933.

(2) Pursuant to Rule 457(n), no separate registration fee is payable for the guarantee.

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED APRIL 26, 2010

$400,000,000

AK Steel Corporation
7.625% Senior Notes Due 2020

AK Steel Corporation ("AK Steel") will pay interest on the notes each May 15 and November 15. The first
interest payment will be made on November 15, 2010.

AK Steel may redeem the notes before May 15, 2015 at a price equal to the principal amount of notes being
redeemed plus a "make-whole" premium plus accrued and unpaid interest, and on and after May 15, 2015 at
the redemption prices set forth in this prospectus supplement plus accrued and unpaid interest. If AK Steel
experiences certain specific kinds of changes of control, it must offer to purchase the notes. In addition, AK
Steel may redeem up to 35% of the principal amount of the notes with the proceeds of certain equity offerings
of AK Holding's shares of common stock at a redemption price of 107.675% plus accrued and unpaid interest.

The notes wil be AK Steel's senior unsecured obligations and wil rank equal y with all of its existing and
future senior unsecured debt, will rank senior to all of its future subordinated debt and will effectively rank junior
to all of its secured debt to the extent of the value of the collateral securing that debt. The notes also will be
effectively subordinated to all of the liabilities of the subsidiaries of AK Steel that do not guarantee the notes,
and none of AK Steel's subsidiaries will initially guarantee the notes. The notes will be fully and unconditionally
guaranteed on a senior unsecured basis by AK Steel Holding Corporation ("AK Holding"), the parent of AK
Steel.

Concurrently with this offering, AK Steel launched a cash tender offer for any and all of its currently
outstanding 73/4% senior notes due 2012 ("existing notes") and is seeking consents to amend the terms of the
existing notes and the related indenture (the "Cash Tender Offer"). AK Steel is offering to purchase the existing
notes at a purchase price of $973.50 plus a $30.00 consent fee for each $1,000 principal amount of existing
notes validly tendered and accepted by us on or before the early tender date. AK Steel intends to use the net
proceeds from this offering, together with cash on hand, to pay the consideration for the Cash Tender Offer plus
the consent payments and accrued and unpaid interest. The Cash Tender Offer is not being made pursuant to
this prospectus supplement or the accompanying prospectus. AK Steel intends to redeem any of the existing
notes that remain outstanding after the consummation of the Cash Tender Offer in accordance with the terms of
the indenture governing the existing notes. The closing of the Cash Tender Offer is contingent upon the closing
of this offering.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-9.

Underwriting

Price to

Discounts and

Proceeds to

Public(1)

Commissions

Issuer(1)

Per Note
100.000
%
2.000
%

98.000 %
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Total
$ 400,000,000
$ 8,000,000

$ 392,000,000

(1) Plus accrued interest, if any from May 11, 2010.

Delivery of the notes in book-entry form only will be made on or about May 11, 2010.

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.

Joint Book-Running Managers

Credit Suisse

BofA Merrill Lynch

J.P. Morgan

Morgan Stanley

UBS Investment Bank

Wells Fargo Securities
Co-Managers

Fifth Third Securities, Inc.

PNC Capital Markets LLC

Citi

Deutsche Bank Securities

The date of this prospectus supplement is April 27, 2010.
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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
FORWARD-LOOKING STATEMENTS
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-iii
INCORPORATION BY REFERENCE
S-iv
SUMMARY
S-1
RISK FACTORS
S-9
USE OF PROCEEDS
S-16
CAPITALIZATION
S-17
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
S-18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
S-19
BUSINESS
S-50
DESCRIPTION OF CERTAIN INDEBTEDNESS
S-66
DESCRIPTION OF NOTES
S-68
U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-87
UNDERWRITING
S-90
NOTICE TO CANADIAN RESIDENTS
S-92
LEGAL MATTERS
S-93
EXPERTS
S-93

PROSPECTUS

Page

ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION

1
INCORPORATION BY REFERENCE

2
BUSINESS

2
RISK FACTORS

2
FORWARD-LOOKING STATEMENTS

3
USE OF PROCEEDS

3
DESCRIPTION OF SECURITIES

4
PLAN OF DISTRIBUTION

4
LEGAL MATTERS

4
EXPERTS

4

You should rely only on the information contained in this document or to which we have
referred you. We have not authorized anyone to provide you with information that is different.
This document may only be used where it is legal to sell these securities. The information in this
document may only be accurate on the date of this document.

NOTICE TO NEW HAMPSHIRE RESIDENTS

Neither the fact that a registration statement or an application for a license has been filed
under RSA 421-B with the State of New Hampshire nor the fact that a security is effectively
registered or a person is licensed in the State of New Hampshire constitutes a finding by the
Secretary of State that any document filed under RSA 421-B is true, complete and not
misleading. Neither any such fact nor the fact that an exemption or exception is available for a
security or a transaction means that the Secretary of State has passed in any way upon the
merits or qualifications of, or recommended or given approval to, any person, security or
transaction. It is unlawful to make, or cause to be made, to any prospective purchaser, customer
or client any representation inconsistent with the provisions of this paragraph.
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ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which describes the
specific terms of this offering and also adds to and updates information contained in the accompanying
prospectus and the documents incorporated by reference into the prospectus. The second part, the
accompanying prospectus, gives more general information, some of which may not apply to this
offering.

If the description of this offering or the notes varies between this prospectus supplement and the
accompanying prospectus, you should rely on the information contained in or incorporated by
reference into this prospectus supplement. You should also read and consider the additional
information under the captions "Where You Can Find More Information" and "Incorporation by
Reference" in this prospectus supplement.

You should rely only on the information contained or incorporated by reference in this
prospectus supplement, in the accompanying prospectus and in any free writing prospectus with
respect to the offering filed by us with the Securities and Exchange Commission (the "SEC").
We have not, and the underwriters have not, authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent information, you
should not rely on it. You should assume that the information appearing in this prospectus
supplement, the accompanying prospectus, any free writing prospectus with respect to the
offering filed by us with the SEC and the documents incorporated by reference herein and
therein is accurate only as of their respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.

The underwriters are offering to sell, and are seeking offers to buy, the notes only in
jurisdictions where offers and sales are permitted. The distribution of this prospectus
supplement and the accompanying prospectus and the offering of the notes in certain
jurisdictions may be restricted by law. Persons outside the United States who come into
possession of this prospectus supplement and the accompanying prospectus must inform
themselves about and observe any restrictions relating to the offering of the notes and the
distribution of this prospectus supplement and the accompanying prospectus outside the United
States. This prospectus supplement and the accompanying prospectus do not constitute, and
may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any
securities offered by this prospectus supplement and the accompanying prospectus by any
person in any jurisdiction in which it is unlawful for such person to make such an offer or
solicitation.

Unless otherwise stated, or the context otherwise requires, references in this prospectus
supplement to "we," "us," "our" and "the Company" are to AK Holding and its consolidated
subsidiaries, including AK Steel.

FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this prospectus supplement that are based on our
management's beliefs and assumptions and on information currently available to our management.
Forward-looking statements include information concerning our possible or assumed future results of
operations, business strategies, financing plans, competitive position, potential growth opportunities,
potential operating performance improvements, the effects of competition and the effects of future
legislation or regulations. Forward-looking statements include all statements that are not historical
facts and can be identified by the use of forward-looking terminology such as the words "believe,"
"expect," "plan," "intend," "anticipate," "estimate," "predict," "potential," "continue," "may,"
"should" or the negative of these terms or similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may
differ materially from those expressed in these forward-looking statements. You should not put undue
reliance on any forward-looking statements. Factors that could cause our actual results to differ
materially from the results contemplated by such forward-looking statements include risks related to:

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· reduced selling prices and shipments associated with a cyclical industry;

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

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· decreased demand in key product markets;

· competitive pressure from increased global steel production and imports;

· changes in the cost of raw materials and energy;

· issues with respect to our supply of raw materials;

· disruptions to production;

· our healthcare and pension obligations and related regulations;

· not timely reaching new labor agreements;

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

· climate change and greenhouse gas emission limitations and regulations; and

· financial, credit, capital and/or banking markets.

The risk factors discussed under "Item 1A -- Risk Factors" in AK Holding's Annual Report on
Form 10-K for the fiscal year ended December 31, 2009 and under "Item 1A -- Risk Factors" in AK
Holding's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010, and under
similar headings in AK Holding's subsequently filed quarterly reports on Form 10-Q and annual
reports on Form 10-K, as well as the other risks and uncertainties described in the other documents
incorporated by reference into this prospectus supplement and the accompanying prospectus, could
cause our results to differ materially from those expressed in forward-looking statements. There may
be other risks and uncertainties that we are unable to predict at this time or that we currently do not
expect to have a material adverse effect on our business. We expressly disclaim any obligation to
update these forward-looking statements other than as required by law.

WHERE YOU CAN FIND MORE INFORMATION

AK Holding is subject to the informational requirements of the Securities Exchange Act of 1934
(the "Exchange Act") and, in accordance with these requirements, AK Holding files reports and other
information relating to its business, financial condition and other matters with the SEC. AK Holding is
required to disclose in such reports certain information, as of particular dates, concerning its operating
results and financial condition, officers and directors, principal holders of shares, any material interests
of such persons in transactions with us and other matters. AK Holding's filed reports, proxy
statements and other information can be inspected and copied at the public reference room maintained
by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the
operation of the public reference room by calling the SEC at 1-800-SEC-0330.

The SEC also maintains a website that contains reports and other information regarding registrants
that file electronically with the SEC. The address of such site is: http://www.sec.gov. Reports, proxy
statements and other information concerning AK Holding's business may also be inspected at the
offices of the New York Stock Exchange at 20 Broad Street, New York, NY 10005.

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INCORPORATION BY REFERENCE

The SEC allows us to "incorporate by reference" information into this prospectus, which means
that we can disclose important information to you by referring to those documents. We hereby
"incorporate by reference" the documents listed below. The information that we file later with the SEC
will automatically update and in some cases supersede the information in this prospectus and the
documents listed below.

· AK Holding's Annual Report on Form 10-K for the fiscal year ended December 31, 2009,
including portions of AK Holding's Schedule 14A filed on April 12, 2010, incorporated by
reference therein;

· AK Holding's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010;

· AK Holding's Current Report on Form 8-K filed on January 26, 2010; and

· future filings made by AK Holding and AK Steel with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this prospectus supplement and before the
termination of this offering.

Upon your oral or written request, we will provide you with a copy of any of these filings at no
cost. Requests should be directed to Secretary, AK Steel Holding Corporation, 9227 Centre Pointe
Drive, West Chester, Ohio 45069, Telephone No. (513) 425-5000.

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SUMMARY

This summary does not include all information you should consider before investing in the
notes. For a more complete understanding of the company and the notes, we urge you to
carefully read this prospectus supplement and the information incorporated by reference herein
in its entirety, including the sections entitled "Risk Factors," "Forward-Looking Statements,"
and our financial statements and the related notes. Unless otherwise stated, or the context
otherwise requires, references in this prospectus supplement to "we," "us," "our" and "the
Company" are to AK Holding and its consolidated subsidiaries, including AK Steel. Unless
otherwise indicated, steel industry data contained in this prospectus supplement are derived
from publicly available sources, including industry trade journals and SEC filings, which we
have not independently verified.

Business Overview

We are a fully-integrated producer of flat-rolled carbon, specialty stainless and electrical
steels and tubular products. We produce value-added carbon steels for the automotive,
infrastructure and manufacturing markets. Our stainless steel products are sold primarily to
customers in the automotive industry, as well as to manufacturers of food handling, chemical
processing, pollution control, medical and health equipment, and distributors and service
centers. Our electrical steels, which are iron-silicon alloys with unique magnetic properties, are
sold primarily to manufacturers of power transmission and distribution transformers. Our
tubular products are used in the automotive, large truck and construction markets. We have the
capacity to ship approximately 6.5 million tons of steel products annually, and for the year
ended December 31, 2009, we shipped approximately 3.9 million tons of steel products. For the
year ended December 31, 2008, we generated revenue, net income and Adjusted EBITDA of
$7,644.3 million, $4.0 million and $933.8 million, respectively. For the year ended
December 31, 2009, we generated revenue, net loss and Adjusted EBITDA of $4,076.8 million,
($74.6) million and $139.2 million, respectively. For three months ended March 31, 2010, we
generated revenue, net income and Adjusted EBITDA of $1,405.7 million, $1.9 million and
$111.2 million, respectively.

Our operations consist of seven steelmaking and finishing plants located in Indiana,
Kentucky, Ohio and Pennsylvania that produce flat-rolled carbon steels, including premium-
quality coated, cold-rolled and hot-rolled products, and specialty stainless and electrical steels
that are sold in hot band and sheet and strip form. Our operations also include AK Tube LLC
("AK Tube"), which further finishes flat-rolled carbon and stainless steel into welded steel
tubing at its two tube plants. In addition, our operations include European trading companies
which buy and sell steel and steel products and other materials.

Competitive Strengths

Diverse product offering and flexible operating facilities. We are the only domestic flat-
rolled steel producer with a significant presence in carbon, stainless and electrical steels. We
have a diverse product portfolio, including value-added products such as coated, cold-rolled,
stainless and electrical steels, as well as commodity products, such as hot-rolled carbon steels.
We are one of the few domestic steel producers that operates both blast furnaces and electric-arc
furnaces. The majority of our steelmaking facilities are integrated with production and
downstream operations, which provides us with the flexibility to manufacture a wide variety of
products at each facility. Moreover, our facilities are strategically located in close proximity to
one another and to many of our customers, leading to reduced transportation costs and
efficiency gains in product lead-times when compared to our peers. Through our diverse product
offering and flexible manufacturing facilities, we are able to tailor our product mix to meet
evolving end-market demand and maximize profit margins.

Leading market positions in attractive end-markets. We have leading market positions in
certain segments of the automotive market as well as the electrical/power generation and
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