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AK Steel

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150 000 000 USD

001546AP5

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Final Prospectus Supplement
424B2 1 d436227d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents

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

Proposed maximum
Proposed maximum
Title of Each Class of
Amount to be
offering price per
aggregate
Amount of
Securities Offered

Registered

unit

offering price

registration fees
5.00% Exchangeable Senior Notes due 2019

$172,500,000(1)
100%

$172,500,000

$23,529
Guarantee (2)

--

--

--

--
Common Stock, par value $0.01 per share

(3)

--

--

(4)

(1)
Includes a principal amount of exchangeable senior notes that may be purchased by the underwriters pursuant to their option to purchase up
to an additional $22,500,000 principal amount of exchangeable senior notes.

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

(3)
An indeterminate number of shares of common stock may be issued from time to time upon exchange of the exchangeable senior notes.

(4)
Pursuant to Rule 457(i) of the Securities Act, there is no additional filing fee with respect to the shares of common stock issuable upon
exchange of the exchangeable senior notes because no additional consideration will be received in connection with the exercise of the
exchange privilege.
Table of Contents
Prospectus Supplement
(To Prospectus dated November 13, 2012)

AK Steel Corporation
$150,000,000
5.00% Exchangeable Senior Notes due 2019
Interest payable May 15 and November 15

We are offering $150,000,000 principal amount of our 5.00% Exchangeable Senior Notes due 2019. The notes will bear interest at a rate of 5.00% per year, payable semiannually
in arrears on May 15 and November 15 of each year, beginning on May 15, 2013. The notes will mature on November 15, 2019 and will be fully and unconditionally guaranteed by our
direct parent, AK Steel Holding Corporation ("AK Holding").
Holders may exchange their notes at their option at any time prior to the close of business on the business day immediately preceding August 15, 2019 only under the following
circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2013 (and only during such calendar quarter), if the last reported sale price of
the common stock of AK Holding (the "AK Holding common stock") for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on
the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the exchange price on the last day of such preceding calendar quarter; (2) during
the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price (as defined below) per $1,000 principal amount of notes
for each trading day of the measurement period was less than 98% of the product of the last reported sale price of AK Holding common stock and the exchange rate on each such
trading day; or (3) upon the occurrence of specified corporate events. On or after August 15, 2019 until the close of business on the business day immediately preceding the maturity
date, holders may exchange their notes at any time, regardless of the foregoing circumstances. Upon exchange, we will pay cash up to the aggregate principal amount of the notes to be
exchanged and pay or deliver, as the case may be, cash, shares of AK Holding common stock or a combination of cash and shares of AK Holding common stock, at our election, in
respect of the remainder, if any, of our exchange obligation in excess of the aggregate principal amount of the notes being exchanged, as described in this prospectus supplement.
The exchange rate will initially be 185.1852 shares of AK Holding common stock per $1,000 principal amount of notes (equivalent to an initial exchange price of approximately
$5.40 per share of AK Holding common stock). The exchange rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition,
following certain corporate events that occur prior to the maturity date, we will increase the exchange rate for a holder who elects to exchange its notes in connection with such a
corporate event in certain circumstances.
We may not redeem the notes prior to the maturity date, and no sinking fund is provided for the notes.
If a fundamental change occurs, holders may require us to repurchase for cash all or part of their notes at a repurchase price equal to 100% of the principal amount of the notes to
be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The notes will be our senior unsecured obligations and will rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the
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Final Prospectus Supplement
notes; equal in right of payment to any of our unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness to the extent of
the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.
We do not intend to apply to list the notes on any securities exchange or any automated dealer quotation system. AK Holding common stock is listed on The New York Stock
Exchange under the symbol "AKS." The last reported sale price of AK Holding common stock on The New York Stock Exchange on November 14, 2012 was $4.02 per share.

Investing in our securities involves risks that are described in the "Risk Factors" section beginning on page S-14 of this prospectus
supplement and under the caption "Item 1A.--Risk Factors" in AK Holding's Annual Report on Form 10-K for the year ended
December 31, 2011 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, which are incorporated herein by
reference.

Per

Note
Total

Public offering price(1)

100.0%
$150,000,000
Underwriting discounts and commissions

3.0%
$
4,500,000
Proceeds, before expenses, to us

97.0%
$145,500,000

(1)
Plus accrued interest, if any, from November 20, 2012.
We have granted the underwriters the right to purchase, exercisable within a 30-day period, up to an additional $22,500,000 principal amount of notes.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the notes or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We expect that delivery of the notes will be made to investors in book-entry form through The Depository Trust Company on or about November 20, 2012.

Joint Book-Running Managers

Credit Suisse

J.P. Morgan

Citigroup
Wells Fargo Securities
Morgan Stanley

BofA Merrill Lynch
Co-Managers

Barclays

PNC Capital Markets LLC
November 14, 2012
Table of Contents
TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
RISK FACTORS
S-14
USE OF PROCEEDS
S-30
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
S-31
CAPITALIZATION
S-32
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
S-33
DESCRIPTION OF CERTAIN INDEBTEDNESS
S-34
DESCRIPTION OF NOTES
S-37
DESCRIPTION OF CAPITAL STOCK
S-65
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
S-73
UNDERWRITING; CONFLICTS OF INTEREST
S-80
LEGAL MATTERS
S-85
EXPERTS
S-85
WHERE YOU CAN FIND MORE INFORMATION
S-85
INCORPORATION BY REFERENCE
S-86
PROSPECTUS

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

4
DESCRIPTION OF SECURITIES

4
LAN OF
ISTRIBUTION
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Final Prospectus Supplement
P

D

4
LEGAL MATTERS

4
EXPERTS

4

S-i
Table of Contents
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.
The underwriters are offering to sell, and are seeking offers to buy, our notes only in jurisdictions where offers and sales are
permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of our 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. We have not authorized anyone to provide any information other than that
contained or incorporated by reference in this prospectus supplement or in any free writing prospectus prepared by or on behalf of us or
to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you.
Unless otherwise stated, or the context otherwise requires, references in this prospectus supplement to "we," "us," "our" and "the Company"
are to AK Steel Holding Corporation ("AK Holding") and its consolidated subsidiaries, including AK Steel Corporation ("AK Steel").
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.

S-ii
Table of Contents
FORWARD-LOOKING STATEMENTS
We have made forward-looking statements in this prospectus supplement and the documents incorporated by reference herein that are based
on our management's beliefs and assumptions and on information available to our management at the time such statements were made. 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.
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Final Prospectus Supplement
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:

·
reduced selling prices and shipments associated with a highly competitive, cyclical steel industry and weakened economies;

·
changes in the cost of raw materials and energy;

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

·
reduced demand in key product markets;

·
competitive pressure from increased global steel production and imports;

·
excess inventory of raw materials;

·
issues with respect to our supply of raw materials, including disruptions or quality issues;

·
disruptions to production or reduced production levels;

·
our healthcare and pension obligations and related laws and regulations, which could include the recognition of a corridor charge with

respect to our pension and other postretirement benefit plans;

·
not timely reaching new labor agreements;

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

·
costs associated with environmental compliance;

·
regulatory compliance and changes;

·
climate change and greenhouse gas emission limitations and regulations;

·
financial, credit, capital or banking markets;

·
the value of our net deferred tax assets;

·
lower quantities or quality of estimated coal reserves of AK Coal Resources, Inc.

·
increased governmental regulation of mining activities; and

·
inability to hire or retain skilled labor and experienced manufacturing and mining managers.
The risk factors discussed under "Risk Factors" in this prospectus supplement, under "Item 1A.--Risk Factors" in AK Holding's Annual
Report on Form 10-K for the year ended December 31, 2011 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 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 our forward-looking statements other than as required by law.

S-iii
Table of Contents
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, the accompanying prospectus and the information
incorporated by reference herein and therein in its entirety, including the sections entitled "Risk Factors," "Forward-Looking Statements,"
"Management's Discussion and Analysis of Financial Condition and Results of Operations" 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, 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 an integrated producer of flat-rolled carbon, stainless and electrical steels and tubular products, with seven steelmaking and
finishing plants located in Indiana, Kentucky, Ohio and Pennsylvania. We produce value-added carbon steels (premium-quality coated and
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Final Prospectus Supplement
cold-rolled) and hot-rolled carbon steel products for the automotive, infrastructure and manufacturing, and distributors and converters
markets. Our stainless steel products are sold in sheet and strip form primarily to customers in the automotive industry, as well as to
manufacturers of food handling, chemical processing, pollution control, medical and health equipment, and to 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 business line, known as AK Tube, consists of finished flat-rolled carbon and stainless steel
that is welded into tubing, which is used primarily in the automotive, large truck, industrial and construction markets. In addition, our
operations include European trading companies which buy and sell steel and steel products and other materials.
We have the capacity to ship approximately 6.5 million tons of steel products annually, and for the year ended December 31, 2011, we
shipped approximately 5.7 million tons of steel products. For the nine months ended September 30, 2012 and 2011, we shipped approximately
4.0 and 4.3 million tons of steel products, respectively. For the year ended December 31, 2011, we generated revenue, net income (loss)
attributable to AK Holding and Adjusted EBITDA of $6.5 billion, ($155.6) million and $265.7 million, respectively. For the nine months
ended September 30, 2012, we generated revenue, net income (loss) attributable to AK Holding and Adjusted EBITDA of $4.5 billion,
($796.9) million and $164.4 million, respectively. See "Summary Historical Financial and Operating Data" for a reconciliation of Adjusted
EBITDA to net income (loss).
During 2011, we entered into a joint venture ("Magnetation") whereby we acquired a 49.9% equity interest in Magnetation LLC, a
company headquartered in Minnesota that produces iron ore concentrate from previously-mined ore reserves. In addition, we purchased a
private company headquartered in Pennsylvania that we renamed AK Coal Resources, Inc. ("AK Coal"), which controls and is developing
metallurgical coal reserves. These investments will supply approximately 50% of our annual iron ore and coal needs and are intended to
provide a financial hedge against global market price increases and to enable us to acquire key raw materials at a substantial discount to the
market price. Although the full benefit of these investments will likely not be realized until 2015 or later, we will start to see some of the
benefits in 2013.
For additional information regarding our customers, markets, properties, and raw material needs, please refer to AK Holding's Annual
Report on Form 10-K for the year ended December 31, 2011, which is incorporated by reference herein.

S-1
Table of Contents
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. Our diverse product portfolio includes 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 operate both blast furnaces and electric-arc furnaces. The majority of our steelmaking facilities are integrated with production and
downstream operations, which provides us the flexibility to manufacture a wide variety of products at each facility. The ability to maximize
production across a variety of steel products in order to meet market demand allows our facilities to run at higher-than-average utilization
rates. Moreover, our facilities are strategically located in close proximity 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 enhance profit margins.
Industry leader in our chosen high-end, value-added products serving attractive end markets with strong long-term growth
fundamentals. We have leading market positions in certain segments of the automotive market and in the electrical/power generation and
distribution end-markets. We are a premier producer of coated steel for exposed automotive applications, such as painted automotive surfaces.
These high-specification varieties of carbon steel are difficult to produce and are sold to demanding customers, where quality, reliable
delivery, service and support are key requirements. We are also a market leader in 400-series chrome and specialty grade stainless steels, and
the largest North American supplier of stainless steel for automotive exhaust system components. According to IHS Automotive,
North American vehicle production is forecasted to grow 3.8% annually from 15.1 million units in 2012 to 16.9 million units in 2015. We are
also one of the only full-line domestic producers of high-value, energy-efficient grain-oriented electrical steels ("GOES"), which are sold to
both domestic and international manufacturers of power transmission and distribution transformers, as well as electrical motors and generators
in the infrastructure and manufacturing markets. We believe the long-term growth fundamentals for GOES remain strong, with demand driven
by the electrification of emerging economies, the improvement of an aging electrical infrastructure in developed economies, and new energy
efficiency standards established in the United States. We have a significant exposure to the building and construction end-market, leaving us
poised to benefit from a rebound in non-residential construction. McGraw-Hill and Euroconstruct have forecast U.S. residential and non-
residential spending trends to grow by 32.0% and 19.2% per annum from 2012 to 2015, respectively. We believe our superior product quality,
on-time delivery and excellent customer service differentiate us from our peers.
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Final Prospectus Supplement
Lean operational structure with a focus on quality, productivity and safety. We are focused on reducing our operating costs to
optimize our profitability in a number of ways:

·
Efficient and cost effective workforce. All of our facilities have cost-competitive and flexible labor force agreements, which allow
us to make changes to our operations as needed. We have reduced our employees by approximately 27% since 2003, while our
tons shipped per employee has increased approximately 33% over the same time period. Our smaller, more flexible workforce now

has fewer job categories, which greatly increases labor productivity and reduces work rule complexity. Over the course of the last
several years, the Company has negotiated progressive labor agreements that have significantly reduced total employment costs at
all of our union-represented facilities.

·
Continued productivity improvements across all of our facilities. We have implemented continuous productivity improvements
across all of our facilities to make them more efficient. From 2006 through 2011, the rate of internal rejects as a percentage of

production decreased from 0.71% to 0.42%, while the rate of internal retreats as a percentage of production decreased from 1.05%
to 0.69%.

S-2
Table of Contents
·
Industry-leading safety performance. According to AISI reports, our Total Recordable Injury Rate is approximately 6 times better

than the overall steel industry average. Safety is a critical component in order to be able to efficiently run our operations and
maintain strong morale in our workforce.
Strong balance sheet and liquidity. Our financial position is strong, with total liquidity (cash and cash equivalents and availability under
our Credit Facility, subject to customary borrowing conditions, including a borrowing base) of $605 million as of September 30, 2012 ($1.2
billion pro forma for this offering and the concurrent offerings described below). Improved working capital management remains a focus, and
we continue to manage our pension/OPEB obligations, which has resulted in a reduction of our pension/OPEB liability from $3.3 billion at
December 31, 2003 to $1.6 billion at September 30, 2012. We remain committed to investing in new and profitable growth projects that will
have a lasting and sustaining impact on our future profitability.
Experienced management team. We have an experienced management team with significant operating experience in the steel industry.
Our top ten executives collectively have over 200 years of steel industry experience, and have been with AK Steel for an average of 14 years.
This team continues to direct the Company's strategic evolution and has positioned it to grow in the years ahead.
Business Strategy
We have embarked on a program to lower our costs and enhance our margins. We estimate that the total potential annual margin
benefits of these strategic actions will be approximately $200 million when fully executed, as described and subject to the assumptions below.

·
Magnetation. In 2011, we entered into a joint venture whereby we acquired a 49.9% equity interest in Magnetation, a company
headquartered in Minnesota that produces iron ore concentrate from previously-mined ore reserves. Magnetation currently operates
two plants that produce iron ore concentrate at an annual rate of approximately 1.2 million tons, and AK Steel is entitled to 49.9%
of the profits generated. Plans are currently underway for Magnetation to construct an iron ore pelletizing plant to supply
approximately 50% of our iron ore pellet needs by 2015 at a price that we expect will compare favorably to expected market levels.
AK Steel has contributed $125.0 million to the joint venture (with another $22.5 million remaining for the first phase) and has
committed to contribute an additional $150.0 million in total over the next three years for the second phase of the joint venture,

which includes construction of a pellet plant and related facilities. The estimated benefits associated with Magnetation will vary
based on the market price of iron ore, which fluctuates with the IODEX. While the future pricing of iron ore is not known, we
currently estimate that our annual margin benefit attributable to Magnetation when a planned Magnetation pellet plant is fully
operational would be approximately $60.0 million, $90.0 million and $130.0 million based on an assumed IODEX of $100, $120
and $140 per metric ton, respectively. This estimated benefit assumes the design and development of the pellet plant is successfully
completed, including site selection and permitting and Magnetation is successful in obtaining financing for its capital needs, and
reflects our current estimate of construction and operating costs. Actual results could differ.

·
AK Coal. In 2011, we acquired all the stock of AK Coal, which controls, through ownership and lease, and is developing estimated
reserves exceeding 20 million tons of low volatile metallurgical coal in Pennsylvania. We expect AK Coal to achieve run-rate
production of approximately 1 million tons by 2015 (approximately 50% of our projected metallurgical coal requirements), with

initial production expected in 2013. Remaining investments are estimated to be approximately $56.0 million over the next three to
four years. The estimated benefits associated with AK Coal will vary based on the market price of low volatile metallurgical coal.
While the future pricing of metallurgical coal is not known, we currently estimate that our annual margin benefit attributable to AK
Coal when fully operational would be approximately $20.0 million, $30.0 million and $40.0 million based on assumed low volatile
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Final Prospectus Supplement

S-3
Table of Contents
metallurgical coal of $110, $120 and $130 per net ton, respectively. This estimated benefit assumes the development of the mine is

successfully completed and required permits are obtained, and reflects our current estimate of capital investment and operating
costs. Actual results could differ.

·
Other cost reduction initiatives. Other strategic initiatives to lower our costs include the higher utilization of our production
facilities and the implementation of a strategic purchasing procurement system. We estimate that by improving our operating rates

by 10%, we would achieve annual cost improvements totaling approximately $40.0 million. Our estimated annual cost savings with
the implementation of our strategic purchasing system are approximately $25.0 million.
We believe that by achieving 50% self-sufficiency in our iron ore and coal input requirements, we will benefit from significantly lower
costs and reduced volatility in our cost structure.
Continue exploiting our operating flexibility to enhance margins. We will continue to focus on maximizing margins by tailoring our
product mix to meet our customers' needs. Our manufacturing flexibility allows us to move across the value-added product spectrum
opportunistically, while targeting varied exposures to different end markets, depending on where we can achieve the best returns. For instance,
we are currently pursuing higher levels of contract business and more exposure to the robust automotive end market. Our level of flat-rolled
business based on contract sales has increased from 57% in 2011 to 64% in the third quarter ended September 30, 2012. Contract business
allows us to schedule our production runs with increased efficiency and less volatility, thus providing improved margin. In the automotive end
market, our shipments are expected to grow approximately 20% for the full year of 2012, while overall North American light vehicle
production is estimated to grow by approximately 15%. Furthermore, we expect our operational flexibility to allow us to meaningfully benefit
from a potential building and housing recovery cycle.
Pursue incremental growth opportunities through the development of next generation steel products to increase profitability. We
continue to develop innovative, next-generation products in response to customer demand for advanced high strength steel ("AHSS"). An
example of this is the recent commercial success we achieved with the launch of ULTRALUMETM, a high performance, boron steel product
for the automotive industry that provides fuel-efficient light-weight gauge material meeting our automotive customers' specifications.
Separately, we are designing more efficient electrical steel for transformer applications, and we are opening new end-markets by advancing
carbon and stainless products into hydraulic fracking and offshore energy applications. We believe our growth initiatives will lead to higher
utilization rates and improved margins.
Maintain a strong balance sheet with sufficient liquidity to achieve our strategic vision. We believe the proposed offering and the
concurrent offerings will provide additional liquidity to meet the capital needs required to fund our raw material vertical integration strategy
and position us to generate cash flow in excess of current levels. We also remain committed to the continued reduction of our pension/OPEB-
related liabilities.
Recent Developments
Similar to the pattern of the last couple of years, we have seen a strong increase in our order book in the month of October compared to
the preceding September. We have also seen an increase in pricing for carbon flat rolled steel products and issued two carbon flat rolled steel
price increases so far in the fourth quarter. These carbon steel price increases were driven in large part by increases in carbon scrap prices in
both October and November. The majority of the benefits associated with these price increases will not be realized until the first quarter of
2013, however, principally because a significant portion of the carbon steel products we will ship in the fourth quarter was sold prior to the
price increases and because of a lag between when a price increase occurs and the time it takes for the purchased product to work its way
through inventory to being shipped.

S-4
Table of Contents
We expect our average selling price for all products for the fourth quarter of 2012 to decline, compared to the third quarter of 2012,
which is largely the result of lower average spot market prices for carbon steel products, compared to the third quarter. The expectation of
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Final Prospectus Supplement
lower prices is due primarily to a decline in global economic and business conditions, and reduced raw material surcharges, due to lower raw
material costs. We have also begun to experience lower costs for raw materials, but we do not expect the lower average selling prices we
project for the fourth quarter will be fully offset by reduced raw material costs, principally due to the lag between the time period used to
determine the price of certain key raw materials, in particular iron ore, and when those raw materials are actually purchased.
We also expect that, despite a projected pre-tax loss, we will record a non-cash income tax charge for the fourth quarter of 2012,
including for the expected change in a tax valuation allowance on our deferred tax assets, as well as a non-cash pension-related corridor
charge, resulting in a net loss.
Additional Information
AK Holding and AK Steel are incorporated under the laws of the State of Delaware. Our principal executive offices are located at 9227
Centre Pointe Drive, West Chester, Ohio 45069, and our telephone number at that address is (513) 425-5000. Our internet address is
www.aksteel.com. Other than any documents expressly incorporated by reference, the information on our website and any other website that is
referred to in this prospectus supplement is not part of this prospectus supplement.
Concurrent Offerings
Concurrently with this offering of notes, we are offering $350.0 million aggregate principal amount of senior secured notes and AK
Holding is offering 22,000,000 shares of its common stock, the proceeds of which will be used to repay borrowings under our Credit Facility
and the remainder, if any, for general corporate purposes. Closing of the other offerings is not conditioned on the closing of this offering, and
closing of this offering is not conditioned on the closing of the other offerings.
Information regarding our offering of notes in this prospectus supplement is neither an offer to sell nor a solicitation of an offer to buy
the common stock, senior secured notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a
sale of, the common stock or senior secured notes. The senior secured notes will not be registered under the Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from
registration requirements.

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THE OFFERING
The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to
important limitations and exceptions. The "Description of Notes" section of this prospectus supplement contains a more detailed description of
the terms and conditions of the notes. As used in this section, "we," "our," and "us" refer to AK Steel Corporation and not to its consolidated
subsidiaries, and "AK Holding" refers to AK Steel Holding Corporation only.

Issuer
AK Steel Corporation, a Delaware corporation.

Securities
$150,000,000 principal amount of 5.00% Exchangeable Senior Notes due 2019 (plus up
to an additional $22,500,000 principal amount in respect of the underwriters' option to
purchase additional notes).

Maturity
November 15, 2019, unless earlier repurchased or exchanged.

Interest
5.00% per year. Interest will accrue from November 20, 2012 and will be payable
semiannually in arrears on May 15 and November 15 of each year, beginning on
May 15, 2013. We will pay additional interest, if any, at our election as the sole remedy
relating to the failure to comply with our reporting obligations as described under
"Description of Notes--Events of Default."

Parent Guarantee
The notes will be fully and unconditionally guaranteed on a senior unsecured basis by
AK Holding, our direct parent, as described herein.

Exchange Rights
Holders may exchange their notes at their option prior to the close of business on the
business day immediately preceding August 15, 2019, in multiples of $1,000 principal
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amount, only under the following circumstances:

· during any calendar quarter commencing after the calendar quarter ending on
March 31, 2013 (and only during such calendar quarter), if the last reported sale price
of the common stock of AK Holding ("AK Holding common stock") for at least 20

trading days (whether or not consecutive) during a period of 30 consecutive trading
days ending on the last trading day of the immediately preceding calendar quarter is
greater than or equal to 130% of the exchange price on each applicable trading day;

· during the five business day period after any five consecutive trading day period (the
"measurement period") in which the "trading price" (as defined under "Description of
Notes--Exchange Rights--Exchange Upon Satisfaction of Trading Price Condition")

per $1,000 principal amount of notes for each trading day of the measurement period
was less than 98% of the product of the last reported sale price of AK Holding
common stock and the exchange rate on each such trading day; or

· upon the occurrence of specified corporate events described under "Description of

Notes--Exchange Rights--Exchange Upon Specified Corporate Events."

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On or after August 15, 2019 until the close of business on the business day immediately

preceding the maturity date, holders may exchange their notes, in multiples of $1,000
principal amount, at the option of the holder regardless of the foregoing circumstances.

The exchange rate for the notes is initially 185.1852 shares of AK Holding common
stock per $1,000 principal amount of notes (equivalent to an initial exchange price of

approximately $5.40 per share of AK Holding common stock), subject to adjustment as
described in this prospectus supplement.

Upon exchange, we will pay cash up to the aggregate principal amount of the notes to
be exchanged and pay or deliver, as the case may be, cash, shares of AK Holding

common stock or a combination of cash and shares of AK Holding common stock, at
our election, in respect of the remainder, if any, of our exchange obligation in excess of
the aggregate principal amount of the notes being exchanged.

In addition, following certain corporate events that occur prior to the maturity date, we
will increase the exchange rate for a holder who elects to exchange its notes in

connection with such a corporate event in certain circumstances as described under
"Description of Notes--Exchange Rights--Adjustment to Shares Delivered Upon
Exchange Upon a Make-Whole Fundamental Change."

You will not receive any additional cash payment or additional shares of AK Holding
common stock representing accrued and unpaid interest, if any, upon exchange of a

note, except in limited circumstances. Instead, interest will be deemed to be paid by the
cash and shares, if any, of AK Holding common stock paid or delivered, as the case may
be, to you upon exchange of a note.

No Redemption
We may not redeem the notes prior to the maturity date and no "sinking fund" is
provided for the notes, which means that we are not required to redeem or retire the
notes periodically.

Fundamental Change
If a "fundamental change" (as defined in this prospectus supplement under "Description
of Notes--Fundamental Change Permits Holders to Require Us to Repurchase Notes")
occurs, subject to certain conditions, holders may require us to repurchase for cash all or
part of their notes in principal amounts of $1,000 or an integral multiple thereof. The
fundamental change repurchase price will be equal to 100% of the principal amount of
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the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the
fundamental change repurchase date. See "Description of Notes--Fundamental Change
Permits Holders to Require us to Repurchase Notes."

Ranking
The notes will be our senior unsecured obligations and will rank:

· senior in right of payment to any of our indebtedness that is expressly subordinated in

right of payment to the notes;

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· equal in right of payment to any of our unsecured indebtedness that is not so

subordinated;

· effectively junior in right of payment to any of our secured indebtedness to the extent

of the value of the assets securing such indebtedness; and

· structurally junior to all indebtedness and other liabilities (including trade payables)

of our subsidiaries.

As of September 30, 2012, our total indebtedness was $1.393 billion, of which an
aggregate of $469.7 million was secured indebtedness of ours, and our subsidiaries and
consolidated variable interest entities had $44.8 million and $435.7 million, respectively,
of indebtedness and other liabilities (including trade payables, but excluding
intercompany obligations and liabilities of a type not required to be reflected on a

balance sheet of such subsidiaries in accordance with GAAP) to which the notes would
have been structurally subordinated. After giving effect to the issuance of the notes
(assuming no exercise of the underwriters' option to purchase additional notes), the use
of proceeds therefrom (assuming all proceeds are used to repay borrowings under our
Credit Facility), and the concurrent offerings described herein, our total indebtedness
would have been $1,451.0 million (excluding unamortized discount).

The indenture governing the notes does not limit the amount of debt that we or our

subsidiaries may incur.

Use of Proceeds
We estimate that the proceeds from this offering will be approximately $144.6 million
(or $166.4 million if the underwriters exercise their option to purchase additional notes
in full), after deducting fees and estimated expenses. We intend to use the net proceeds
from this offering, together with the net proceeds from the concurrent offerings of our
senior secured notes and AK Holding's shares of common stock, to repay borrowings
under our Credit Facility and the remainder, if any, for general corporate purposes. See
"Use of Proceeds."

Concurrent Offerings
Concurrently with this offering of notes, we are offering $350.0 million aggregate
principal amount of senior secured notes and AK Holding is offering 22,000,000 shares
of its common stock, the proceeds of which will be used to repay borrowings under our
Credit Facility and the remainder, if any, for general corporate purposes. Closing of the
other offerings is not conditioned on the closing of this offering, and closing of this
offering is not conditioned on the closing of the other offerings.

Information regarding our offering of notes in this prospectus supplement is neither an
offer to sell nor a solicitation of an offer to buy the common stock, senior secured notes

or any other securities and shall not constitute an offer to sell or a solicitation of an offer
to

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Document Outline

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