Obligation AKS Corp 7.5% ( US001546AT71 ) en USD

AKS Corp

100 % ▼

Etats-unis

US001546AT71 ( en USD )

7.5% par an ( paiement semestriel )

14/07/2023 - Obligation échue

Prospectus brochure de l'obligation AK Steel Corp US001546AT71 en USD 7.5%, échue

1 000 USD

380 000 000 USD

001546AT7

CCC ( Ultra spéculatif )

N/A

AK Steel Corporation était un producteur américain d'acier à plat, acquis par Cleveland-Cliffs en 2020.

L'Obligation émise par AKS Corp ( Etats-unis ) , en USD, avec le code ISIN US001546AT71, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2023
L'Obligation émise par AKS Corp ( Etats-unis ) , en USD, avec le code ISIN US001546AT71, a été notée CCC ( Ultra spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d209668d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-210785-01
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)
7.50% Senior Secured Notes due 2023

$380,000,000
$38,266
Guarantees of 7.50% Senior Secured Notes due 2023(2)

--
--

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act").
(2)
Pursuant to Rule 457(n) of the Securities Act, no separate registration fee is payable for the guarantees.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated June 13, 2016)

AK Steel Corporation
$380,000,000
7.50% Senior Secured Notes due 2023

AK Steel Corporation ("AK Steel") is offering $380,000,000 principal amount of 7.50% Senior Notes due 2023. The notes will bear interest at a rate of 7.50%
per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2017. The notes will mature on July 15, 2023 and will be fully
and unconditionally guaranteed by the direct parent of AK Steel, AK Steel Holding Corporation ("AK Holding"), and AK Tube LLC and AK Steel Properties, Inc., two
wholly-owned subsidiaries of AK Steel (AK Holding and the Subsidiary Guarantors are collectively the "Guarantors").
Prior to July 15, 2019, the notes will be redeemable at a price equal to 100% plus a make-whole premium, plus accrued and unpaid interest. The notes will be
redeemable on or after July 15, 2019 at the redemption prices specified under "Description of Notes--Optional Redemption", plus accrued and unpaid interest. In addition,
we may redeem up to 35% of the notes before July 15, 2019 with the net cash proceeds from certain offerings of AK Holding's common stock at a redemption price
of 107.500% plus accrued and unpaid interest.
If AK Steel experiences certain kinds of changes of control, it must offer to purchase the notes. If a change of control repurchase event occurs, subject to
certain conditions, AK Steel must give holders of the notes an opportunity to sell to AK Steel the notes at a purchase price of 101% of the principal amount of the notes,
plus accrued and unpaid interest to the date of the purchase. See "Description of Notes--Change of Control".
The notes will be AK Steel's senior secured obligations and will be secured by first priority liens on the plant, property and equipment (other than certain
excluded property, and subject to permitted liens) of AK Steel and the Subsidiary Guarantors and any proceeds of the foregoing. The notes and the note guarantees will
rank pari passu in right of payment with all existing and future senior indebtedness of AK Steel and the Guarantors; effectively senior to all of the unsecured indebtedness
of AK Steel and the Subsidiary Guarantors to the extent of the value of the notes collateral; senior in right of payment to all of the future subordinated indebtedness of AK
Steel and the Guarantors (as defined herein); and effectively junior to their obligations under AK Steel's asset-based revolving credit facility to the extent of the value of
the collateral securing such facility. The notes also will be effectively subordinated to all of the liabilities of the subsidiaries of AK Steel that do not guarantee the notes.
Concurrently with this offering, AK Steel launched a cash tender offer (the "Cash Tender Offer") for any and all of its currently outstanding 8.750% senior
secured notes due 2018 (the "existing secured notes"). AK Steel is offering to purchase the existing secured notes at a purchase price of $1,047.50 for each $1,000
principal amount of existing secured notes validly tendered and accepted by us on or before the Cash Tender Offer expiration time. AK Steel intends to use the net
proceeds from this offering, together with cash on hand and/or borrowings from its revolving credit facility, to pay the consideration for the Cash Tender Offer plus
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 secured notes that remain outstanding after the consummation of the Cash Tender Offer in accordance with the terms of the indenture governing the
existing secured notes. The closing of the Cash Tender Offer is contingent upon the closing of this offering and the closing of this offering is contingent on the repayment
or discharge of the existing secured notes.
We do not intend to apply to list the notes on any securities exchange or any automated dealer quotation system.
http://www.sec.gov/Archives/edgar/data/918160/000119312516621528/d209668d424b2.htm[6/15/2016 9:29:10 AM]

424B2
Investing in our securities involves risks that are described in the "Risk Factors" section beginning on page S-10 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, 2015 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

Per Note

Total

Public offering price(1)
100.000%

$380,000,000
Underwriting discounts and commissions

1.75%

$
6,650,000
Proceeds, before expenses, to us

98.25%

$373,350,000

(1)
Plus accrued interest, if any, from June 20, 2016.
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.
The underwriters are offering the notes as set forth under "Underwriting." We expect that delivery of the notes will be made to investors in book-entry form
through The Depository Trust Company on or about June 20, 2016, which will be more than three business days following the trade date of the notes. Under Rule 15c6-1
under the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree
otherwise. Purchasers of notes who wish to trade any of such notes on the trade date should consult their advisor.

BofA Merrill Lynch
Deutsche Bank
J.P. Morgan
Wells Fargo

Securities

Securities

Citigroup

Credit Suisse
Goldman, Sachs & Co.

Co-Managers
BMO Capital Markets

Citizens Capital Markets, Inc.

Fifth Third Securities
ING

PNC Capital Markets LLC

Regions Securities LLC

June 13, 2016
Table of Contents
TABLE OF CONTENTS

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
FORWARD-LOOKING STATEMENTS
S-ii
SUMMARY
S-1
THE OFFERING
S-3
SUMMARY HISTORICAL FINANCIAL AND OPERATING DATA
S-6
RISK FACTORS
S-10
USE OF PROCEEDS
S-19
CAPITALIZATION
S-20
RATIO OF EARNINGS TO FIXED CHARGES
S-21
DESCRIPTION OF OTHER INDEBTEDNESS
S-22
DESCRIPTION OF NOTES
S-26
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS
S-55
UNDERWRITING
S-57
LEGAL MATTERS
S-64
EXPERTS
S-64
WHERE YOU CAN FIND MORE INFORMATION
S-64
INCORPORATION BY REFERENCE
S-64

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
http://www.sec.gov/Archives/edgar/data/918160/000119312516621528/d209668d424b2.htm[6/15/2016 9:29:10 AM]

424B2
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, 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. 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").
FORWARD-LOOKING STATEMENTS
We have made forward-looking statements in this prospectus supplement and the documents that are 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.
Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in
our forward-looking statements. You should not rely 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, shipments and profits associated with a highly competitive and cyclical industry;

· increased global steel production and imports;

S-ii
Table of Contents

· changes in the cost of raw materials and energy;

· our significant amount of debt and other obligations;

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

· reduced demand in key product markets due to competition from aluminum or other alternatives to steel;

· excess inventory of raw materials;

· supply chain disruptions or poor quality of raw materials;

· production disruption or reduced production levels;
http://www.sec.gov/Archives/edgar/data/918160/000119312516621528/d209668d424b2.htm[6/15/2016 9:29:10 AM]

424B2

· our healthcare obligations;

· our pension obligations;

· not reaching new labor agreements on a timely basis;

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

· regulatory compliance and changes;

· climate change and greenhouse gas emission limitations;

· conditions in the financial, credit, capital and banking markets;

· our use of derivative contracts to hedge commodity pricing volatility;

· potential permanent idling of facilities;

· inability to fully realize benefits of margin enhancement initiatives; and

· information technology security threats and cybercrime.
The risk factors discussed under "Risk Factors" in this prospectus supplement and under similar headings in our 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 offered hereby. For a more
complete understanding of our business 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" and the financial statements and the related notes incorporated by reference herein.
Business Overview
We operate eight steelmaking and finishing plants, two coke plants and two tube manufacturing plants across six states--Indiana,
Kentucky, Michigan, Ohio, Pennsylvania and West Virginia. These operations produce flat-rolled carbon, specialty stainless and electrical
steels that we sell in sheet and strip form, and carbon and stainless steel that we finish into welded steel tubing. We also produce metallurgical
coal through our AK Coal Resources, Inc. subsidiary. In addition, we operate trading companies in Mexico and Europe that buy and sell steel
and steel products and other materials.
We sell flat-rolled carbon steel products, consisting of coated, cold-rolled and hot-rolled carbon steel products, primarily to
automotive manufacturers and their suppliers, as well as to customers in the infrastructure and manufacturing market. The infrastructure and
manufacturing market primarily includes electrical transmission, heating, ventilation and air conditioning equipment, and appliances. We also
sell carbon steel products to distributors, service centers and converters, who may further process these products before reselling them. We sell
our stainless steel products to manufacturers and their suppliers in the automotive industry, to manufacturers of food handling, chemical
processing, pollution control and medical and health equipment and to distributors and service centers. We sell our electrical steel products in
the infrastructure and manufacturing market primarily to manufacturers of power transmission and distribution transformers, both for new and
http://www.sec.gov/Archives/edgar/data/918160/000119312516621528/d209668d424b2.htm[6/15/2016 9:29:10 AM]

424B2
replacement installation. We also sell electrical steel products to manufacturers of electrical motors and generators. We sell our carbon steel
products principally to customers in the United States. We sell our electrical and stainless steel products both domestically and internationally.
Our customer base is geographically diverse and there is no single country outside the United States where our sales are material compared to
our total net sales.
In 2014, we acquired Severstal Dearborn, LLC ("Dearborn"). The assets acquired include integrated steelmaking assets located in
Dearborn, Michigan, the Mountain State Carbon, LLC cokemaking facility located in Follansbee, West Virginia, and interests in joint ventures
that process flat-rolled steel products.
For the twelve months ended March 31, 2016, we shipped approximately 7.0 million tons of steel products, and generated revenue
of approximately $6.5 billion, net income (loss) attributable to AK Holding of $(216.3) million and adjusted EBITDA of $417.0 million. See
"Summary Historical Financial and Operating Data" for a reconciliation of adjusted EBITDA to net income (loss).
For additional information, including information with respect to our customers, markets, properties and raw material needs, please
refer to our Annual Report on Form 10-K for the year ended December 31, 2015 and subsequently filed Quarterly Report on Form 10-Q,
which are incorporated by reference herein.
Recent Developments
On May 3, 2016, AK Holding completed the public offering of 59,800,000 shares of common stock, par value $0.01, including the
exercise in full of an over-allotment option of 7,800,000 shares of Common Stock.

S-1
Table of Contents
AK Holding received net proceeds from the Equity Offering (as defined below), after underwriting discounts and commissions and
estimated offering fees and expenses, of approximately $249.0 million. AK Holding used the net proceeds from the Equity Offering to repay
outstanding borrowings under AK Steel's asset-based revolving credit facility. We refer to the equity offering and the application of proceeds
therefrom as the "Equity Offering."
Additional information
AK Holding is incorporated under the laws of the State of Delaware. Its principal executive offices are located at 9227 Centre Pointe
Drive, West Chester, Ohio 45069, and its 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.

S-2
Table of Contents
THE OFFERING

Issuer
AK Steel Corporation, a Delaware corporation.

Notes Offered
$380.0 million aggregate principal amount of 7.50% Senior Secured Notes due 2023.

http://www.sec.gov/Archives/edgar/data/918160/000119312516621528/d209668d424b2.htm[6/15/2016 9:29:10 AM]

424B2
Maturity Date
July 15, 2023.

Interest
7.50% per year. Interest will accrue from the Issue Date and will be payable
semiannually in arrears on January 15 and July 15 each year, beginning on January 15,
2017.

Guarantee
The notes will be fully and unconditionally guaranteed on a senior unsecured basis by
AK Holding, the direct parent of AK Steel, and on a senior secured basis by AK Tube
LLC ("AK Tube") and AK Steel Properties, Inc. ("AK Steel Properties" and together
with AK Tube, the "Subsidiary Guarantors"), two wholly-owned subsidiaries of AK
Steel. AK Holding and the Subsidiaries are collectively referred to herein as the
"Guarantors."

Optional Redemption
AK Steel may redeem all or any portion of the notes prior to July 15, 2019 at a
redemption price equal to 100% of the principal amount of the notes plus a "make-
whole" premium, plus accrued and unpaid interest to the redemption date. AK Steel may
redeem all or any portion of the notes beginning on July 15, 2019, at the redemption
prices set forth in "Description of Notes--Optional Redemption," plus accrued and
unpaid interest to the redemption date.

In addition, before July 15, 2019, AK Steel may redeem up to 35% of the aggregate
principal amount of notes originally issued (calculated after giving effect to any
additional notes) with the proceeds of certain public offerings of our common stock

at 107.500% of their principal amount plus accrued and unpaid interest. AK Steel may
make such redemption only if, after any such redemption, at least 65% of the aggregate
principal amount of notes originally issued remains outstanding.

Change of Control
If a change of control repurchase event occurs, subject to certain conditions, AK Steel
must give holders of the notes an opportunity to sell to AK Steel the notes at a purchase
price of 101% of the principal amount of the notes, plus accrued and unpaid interest to
the date of the purchase. See "Description of Notes--Change of Control." AK Steel may
not have sufficient funds available at the time of any change of control to make any
required debt repayment (including repurchases of the notes). See "Risk Factors--Risks
Relating to the Notes and this Offering--Risks associated with change of control
provisions in the indenture governing the notes and in our Credit Facility."

S-3
Table of Contents
Ranking
The notes will be our senior secured obligations and will rank:

· pari passu in right of payment with all of our existing and future senior debt but

effectively senior to all unsecured debt to the extent of the value of the notes
collateral;

· senior in right of payment to any of our future subordinated debt;

· effectively junior to any obligations that are secured by assets that are not part of the
notes collateral, including the inventory, receivables, intellectual property and related

assets and any proceeds of the foregoing (collectively, the "ABL Collateral"), which
secure the obligations under our Credit Facility; and

http://www.sec.gov/Archives/edgar/data/918160/000119312516621528/d209668d424b2.htm[6/15/2016 9:29:10 AM]

424B2
· effectively junior in right of payment to the obligations of the subsidiaries of AK

Steel that do not guarantee the notes.

As of March 31, 2016, on an adjusted basis giving effect to the Equity Offering and the

use of proceeds therefrom, this offering and the repayment of the existing secured notes:

· we had no other debt secured ratably with the notes by liens on the notes collateral

but had $297.8 million of outstanding debt and $72.9 million of outstanding letters of
credit under our Credit Facility secured by the ABL Collateral;

· we had $1,449.5 million of unsecured senior debt; and

· our non-guarantor subsidiaries had $48.1 million 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.

Notes Collateral
The notes will be secured by first priority liens on the plant, property and equipment of
AK Steel and the Subsidiary Guarantors (other than certain excluded property, and
subject to permitted liens) and proceeds thereof.

See "Description of Notes--Security."

Under certain circumstances, the indenture and the security documents governing the
notes will permit us and all the guarantors to incur additional debt that also may be

secured by liens on the notes collateral that are equal or junior to the liens securing the
notes. See "Description of Notes--Security--Collateral Trust Agreement."

Mandatory Offer to Repurchase Following Certain
Asset Sales
If we sell certain notes collateral and do not reinvest the net proceeds in notes collateral
in compliance with the indenture that will govern the notes, we must offer to repurchase
the notes at 100% of their aggregate principal amount, plus accrued and unpaid interest.

S-4
Table of Contents
Certain Covenants
AK Steel will issue the notes under the indenture, which will, among other things, limit
AK Steel's ability and the ability of its subsidiaries to:

· create liens on its and their assets;

· incur subsidiary debt;

· engage in sale/leaseback transactions; and

· engage in a consolidation, merger or sale of assets.

The indenture will also restrict the activities of AK Holding. These covenants are subject

to important exceptions and qualifications, which are described under the caption
"Description of Notes--Certain Covenants."

Use of Proceeds
The net proceeds from the issuance and sale of the notes will be approximately $353.1
http://www.sec.gov/Archives/edgar/data/918160/000119312516621528/d209668d424b2.htm[6/15/2016 9:29:10 AM]

424B2
million after deducting the underwriting discounts and commissions, estimated offering
expenses payable by us and premium for the repurchase and/or redemption of the
existing secured notes. We intend to use the net proceeds from this offering, together
with cash on hand, to pay the consideration for the Cash Tender Offer and accrued and
unpaid interest and estimated offering expenses payable by us. AK Steel intends to
redeem any of the existing secured notes that remain outstanding after the
consummation of the Cash Tender Offer in accordance with the terms of the indenture
governing the existing secured notes. The closing of the Cash Tender Offer is contingent
upon the closing of this offering and the closing of this offering is contingent on the
repayment or discharge of the existing secured notes. See "Use of Proceeds" and
"Capitalization."

Material U.S. Federal Income Tax Considerations
for Non-U.S. Holders
For the U.S. federal income tax consequences of the holding and disposition of the
notes, see "Material U.S. Federal Income Tax Considerations for Non-U.S. Holders."

Risk Factors
Investing in the notes involves risks. You should carefully consider the risk factors set
forth under "Risk Factors" beginning on page S-10 in this prospectus supplement and
under similar headings in AK Holding's Annual Report on Form 10-K for the year
ended December 31, 2015 and subsequently filed Quarterly Report on Form 10-Q, as
well as the other risks and uncertainties described in the other documents incorporated
by reference in this prospectus supplement and the accompanying prospectus, prior to
making an investment in the notes.

S-5
Table of Contents
SUMMARY HISTORICAL FINANCIAL AND OPERATING DATA
The following summary historical consolidated financial data as of March 31, 2016 and for the three months ended March 31, 2016
and 2015 has been derived from our unaudited condensed consolidated financial statements, and the summary historical consolidated financial
data as of December 31, 2015 and 2014 and for each of the years in the three-year period ended December 31, 2015 has been derived from our
audited consolidated financial statements, and all such financial statements are incorporated by reference in this prospectus supplement. The
summary historical consolidated financial data as of March 31, 2015 has been derived from our unaudited condensed consolidated financial
statements and our summary historical consolidated balance sheet data as of December 31, 2013 has been derived from our audited
consolidated financial statements, which are not included or incorporated by reference in this prospectus supplement.
This information is only a summary. You should read the data set forth in the table below in conjunction with our unaudited
condensed consolidated financial statements and the accompanying notes as of and for the three months ended March 31, 2016 and 2015 and
our audited consolidated financial statements and the accompanying notes as of December 31, 2015 and 2014 and for each of the years in the
three-year period ended December 31, 2015, which are incorporated by reference herein, and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" set forth in our Annual Report on Form 10-K for the year ended December 31, 2015 and
Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, each of which is incorporated by reference in this prospectus
supplement.
The following information (other than balance sheet data) for the twelve months ended March 31, 2016 was derived by adding our
results for the three months ended March 31, 2016 to our results for the year ended December 31, 2015, and then deducting from it our results
for the three months ended March 31, 2015.

Three Months
Twelve
Year Ended
Ended
Months

December 31,

March 31,

Ended
March 31,

2013
2014
2015
2015
2016

2016

http://www.sec.gov/Archives/edgar/data/918160/000119312516621528/d209668d424b2.htm[6/15/2016 9:29:10 AM]

424B2

(unaudited)
(unaudited)
(dollars in millions, except per share and per ton data)

Net sales
$5,570.4 $6,505.7 $6,692.9 $1,750.9 $ 1,518.8 $
6,460.8
Costs of products sold (exclusive of items shown separately below)
5,107.8 6,007.7 6,032.0 1,608.6 1,365.5
5,788.9
Selling and administrative expenses (exclusive of items shown separately
below)

205.3
247.2
261.9
69.2
63.5
256.2
Depreciation

190.1
201.9
216.0
55.4
53.7
214.3
Pension and OPEB expense (income) (exclusive of corridor charge
shown below)

(68.6)
(92.5)
(63.0)
(16.1)
(11.9)
(58.8)
Pension and OPEB net corridor charge

--
2.0
131.2
--
--
131.2
Charge for facility idling

--
--
28.1
--
--
28.1

Total operating costs
5,434.6 6,366.3 6,606.2 1,717.1 1,470.8
6,359.9

Operating profit

135.8
139.4
86.7
33.8
48.0
100.9
Interest expense

127.4
144.7
173.0
43.9
42.8
171.9
Impairment of Magnetation investment

--
-- (256.3) (256.3)
--
--
Impairment of AFSG investment

--
--
(41.6)
--
--
(41.6)
Other income (expense)

(1.4)
(21.1)
1.4
(16.7)
(0.7)
17.4

Income (loss) before income taxes

7.0
(26.4) (382.8) (283.1)
4.5
(95.2)
Income tax expense (benefit)

(10.4)
7.7
63.4
7.7
0.1
55.8

Net income (loss)

17.4
(34.1) (446.2) (290.8)
4.4
(151.0)
Less: Net income (loss) attributable to noncontrolling interests

64.2
62.8
62.8
15.5
18.0
65.3

Net income (loss) attributable to AK Holding
$ (46.8) $ (96.9) $ (509.0) $ (306.3) $
(13.6) $
(216.3)

S-6
Table of Contents
Three Months
Twelve
Year Ended
Ended
Months

December 31,

March 31,

Ended
March 31,

2013
2014
2015
2015
2016

2016

(unaudited)

(unaudited)
(dollars in millions, except per share and per ton data)

Basic and diluted earnings per share:

Net income (loss) per share attributable to AK Holding's common
stockholders

$
(0.34)
$
(0.65)
$
(2.86)
$
(1.72)
$
(0.08)
$
(1.22)
Other financial and cash flow data:

Capital investments

$
(63.6)
$
(81.1)
$
(99.0)
$
(28.3)
$
(28.8)
$
(99.5)
Net cash flows from operating activities

(110.2)
(322.8)

200.3

(2.7)

136.7

339.7
Net cash flows from investing activities

(98.5)
(857.8)

(47.5)

(33.9)

(28.9)

(42.5)
Net cash flows from financing activities

27.0
1,205.5
(166.4)

55.8

(51.4)

(273.6)
Balance sheet data (as of period end):

Cash and cash equivalents

$
45.3
$
70.2
$
56.6
$
89.4
$ 113.0
$
113.0
Working capital(1)

372.2

832.8

763.6

884.9

750.7

750.7
Total assets(1)

3,579.1
4,828.0
4,084.4
4,527.1
3,987.3

3,987.3
Current portion of long-term debt

0.8

--

--

--

--

--
Long-term debt (excluding current portion)(1)

1,479.6
2,422.0
2,354.1
2,499.6
2,336.4

2,336.4
Current portion of pension and postretirement benefit obligations

85.9

55.6

77.7

55.1

78.4

78.4
Pension and other postretirement benefit obligations (excluding
current portion)

965.4
1,225.3
1,146.9
1,201.1
1,132.4

1,132.4
Total equity (deficit)

192.7

(77.0)
(595.6)
(392.9)
(611.6)

(611.6)
Other data (unaudited):

Amortization(2)

$
9.9
$
9.1
$
8.4
$
4.4
$
2.0
$
6.0
Adjusted EBITDA(3)

$ 255.0
$ 280.2
$ 393.4
$
57.5
$
81.1
$
417.0
Total shipments (in thousands of tons)

5,275.9
6,132.7
7,089.2
1,750.5
1,658.2

6,996.9
Average selling price per ton

$ 1,056
$ 1,058
$
942
$
999
$
914
$
921
http://www.sec.gov/Archives/edgar/data/918160/000119312516621528/d209668d424b2.htm[6/15/2016 9:29:10 AM]

424B2
Adjusted EBITDA per ton

$
48
$
46
$
55
$
33
$
49
$
60

(1) Our balance sheet data as of December 31, 2013 and 2014 and as of March 31, 2015 have been conformed to the presentation for the classification of
deferred tax assets as of December 31, 2015 of $69.6 million, $67.7 million and $64.1 million, and debt issuance costs of $26.6 million, $30.5 million
and $29.2 million.

(2) Amortization excludes amounts that are included in interest expense.

(3) In certain of our disclosures in this prospectus supplement, we have presented adjusted EBITDA to exclude the effects of noncontrolling interests,
pension and other postretirement employee benefit ("OPEB") net corridor charges, impairment charges for our investments in Magnetation LLC
("Magnetation") and AFSG Holdings, Inc. ("AFSG"), charges for temporarily idling facilities and acquisition-related expenses of Dearborn. We
have made these adjustments because we believe that they enhance the understanding of our financial results. We believe that reporting adjusted
EBITDA with these items excluded more clearly reflects our current operating results and provides investors with a better understanding of our
overall financial performance.
EBITDA is an acronym for earnings before interest, taxes, depreciation and amortization. It is a metric that is sometimes used to compare the results
of different companies by removing the effects of different factors that might otherwise make comparisons inaccurate or inappropriate. For purposes
of this prospectus supplement, we have made adjustments to EBITDA to exclude the effect of noncontrolling interests, pension and OPEB net
corridor charges, impairment charges for our investments in Magnetation and AFSG, charges for temporarily idling facilities and the acquisition-
related expenses of Dearborn. The adjusted results, although not financial measures under generally accepted accounting principles in the United
States ("GAAP") and not identically applied by other companies, facilitate the ability to analyze our financial results in relation to those of our
competitors and to our prior financial performance by excluding items that otherwise would distort the comparison. Adjusted EBITDA is not,
however, intended as an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP and is not
necessarily comparable to similarly titled measures used by other companies.

S-7
Table of Contents
We recognize in our results of operations, as a corridor adjustment, any unrecognized actuarial net gains or losses that exceed 10% of the larger of
projected benefit obligations or plan assets. Amounts inside this 10% corridor are amortized over the plan participants' life expectancy. The need for
a corridor charge is considered at any remeasurement date, but has historically only been recorded in the fourth quarter at the time of the annual
remeasurement. After excluding the corridor charge, the remaining pension and OPEB expenses included in the non-GAAP measure are comparable
to the accounting for pension and OPEB expenses on a GAAP basis in the first three quarters of the year and we believe this is useful to investors in
analyzing our results on a quarter-to-quarter basis, as well as analyzing our results on a year-to-year basis. As a result of the corridor method of
accounting, our subsequent financial results on both a GAAP and a non-GAAP basis do not contain any amortization of prior period actuarial gains
or losses that exceeded the corridor threshold because those amounts were immediately recognized as a corridor adjustment in the period incurred.
Actuarial net gains and losses occur when actual experience differs from any of the many assumptions used to value the benefit plans, or when the
assumptions change, as they may each year when we perform a valuation. The two most significant of those assumptions are the discount rate we use
to value projected plan obligations and the rate of return on plan assets. In addition, changes in other actuarial assumptions and the degree by which
the unrealized gains or losses are within the corridor threshold before remeasurement will affect the corridor adjustment calculation. The effect of
prevailing interest rates on the discount rate as of the December 31 measurement date and actual return on plan assets compared to the expected
return will have a significant impact on our year-end liability, corridor adjustment and following year's expense for these benefit plans. For example,
the pension/OPEB net corridor charge for 2015 was driven by actuarial losses caused primarily by (i) the net effect of the difference between the
expected return on assets of 7.25% ($198.4 million) and the actual loss on assets of 3.4% ($93.6 million) (netting to a loss of $292.0 million),
partially offset by (ii) an increase in the discount rate assumption used to determine the current year pension liabilities from 3.82% at December 31,
2014 to 4.15% at December 31, 2015 (an actuarial gain of approximately $96.0 million) and (iii) changes in mortality assumptions (an actuarial gain
of approximately $65.0 million). Also for example, the pension corridor charge for 2014 was driven by actuarial losses caused primarily by (i) a
decrease in the discount rate assumption used to determine the current year pension liabilities from 4.53% at December 31, 2013 to 3.82% at
December 31, 2014 (an actuarial loss of approximately $219.0 million) and (ii) changes in mortality assumptions (an actuarial loss of approximately
$245.5 million), partially offset by (iii) the net effect of the difference between the expected return on assets of 7.25% ($202.8 million) and the actual
return on assets of 9.3% ($257.8 million) (netting to a gain of $55.0 million).
We believe that the corridor method of accounting for pension and other postretirement obligations is rarely used by other publicly traded companies.
However, because other companies use different approaches to recognize actuarial gains and losses, our resulting pension expense on a GAAP basis
or a non-GAAP basis may not be comparable to other companies' pension expense on a GAAP basis. Although the corridor charge reduces reported
operating and net income, it does not affect our cash flows in the current period. However, we expect to ultimately settle the pension obligation in
cash.
http://www.sec.gov/Archives/edgar/data/918160/000119312516621528/d209668d424b2.htm[6/15/2016 9:29:10 AM]

Document Outline

#1">
- #1">