Creating Innovative Steel Solutions
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CREATING INNOVATIVE STEEL SOLUTIONS AKAK Steteel’elel ssn neww ResRReeeseareaara chch andannd InInnovnovvatiationn CenCeC terteter ANNUAL REPORT AND FORM 10-K 2017 2017 AK STEEL ANNUAL REPORT AND FORM 10-K steel solutions provider. productpp capabilitiesp for the manufacturing These solutions leverage our of our stainless products.p All of these broadening portfolio of stainless, projects were completed safely, on electrical, and carbon steels, as budget, and on time. Roger K. Newport well as tubular carbon and stainless Chief Executive Officer steel products.p We also took a Progress in Trade Support transformational step to expand our Duringgg 2017, we continued our fight products and services with the to ensure fair trade in the steel industry strategic acquisition of Precision Partners, in the United States. I joined other steel with their advanced capabilities in industry leaders at the White House as A Message From Roger K. Newport tooling and complex hot- and cold- President Trumpp initiated the Section 232 I am pleased with the great progress stamped components. Investigation, and I testified about the we made in 2017 to strengtheng the Over the pastpy two years, we have unfair globalg trade issues that the steel overall foundation of our company and meaningfullygy enhanced our portfolio p industry faces related to the dumping of drive a longg term, sustainable increase of products,pp production capabilities, p steel into the U.S. in shareholder value. Our performancep and facilities, while at the same time We supported President Trump’s bold was veryyp solid in terms of operational strengthening our capital structure. action in early 2018 to impose global, execution, employee safety, product broad based trade actions, includingg quality, and environmental compliance. Strengthening Our Financial Position a 25 percent tariff on steel and other I was pleasedppg with the progressp we actions, to protectpy our national security Safety and Social Responsibility made in our financial performancep in interests and combat the unfairly traded Our employeespyy are our most important p 2017, fullyygg recognizing our results were imports that have been eroding the U.S. asset and safety is our highest priority. impacted by several successful planned steel industry over a very long time. Our team againggg delivered strong results maintenance outages.g We delivered Steel dumping is threatening our in safety. In fact, three of our facilities— sales of $6.1 billion on shipmentsp of country’syy national security. Other Ashland Works, Zanesville Works and 5.6 million tons of flat-rolled steel. countries and some consumers of steel Mountain State Carbon—went the As a result of our recent financial are identifying loopholes or other entire year without a single OSHA performance, we were able to re- ways to cheat our trade laws to bring recordable case. finance $680 million of our senior notes, cheap, dumped steel products into From an environmental standpoint, in allowing us to lower our debt levels and the United States, including electrical 2017 we set company records for both also reduce our annual interest costs by steels, a critical productp needed to build air and water compliance, demonstrating approximatelypp y $18 million. transformers that power our homes and our stronggg commitment throughout our And as part of our work to enhance businesses. Their actions have a sole operationsppg of keeping the environment our core business, we completed major objective of getting around our country’s in the forefront. Most notably, substantial hot-end investments at our Middletown trade laws. compliance improvements at both our and Mansfield facilities. We also finished Our American made electrical steels Dearborn and Mountain State Carbon replacing large tanks that contain the serve as a great example. The Section facilities helped lead the way for both of coating solution at our Middletown 232 remedies implemented by President these achievements. electrogalvanizinggg line. Trump currently do not include electrical I am also particularly proud of the fact At our facilityy in Mansfield, we installed steel that has been slightly processed, that our employees continued to give new, state of the art technology in the such as slit, stacked and or wound into back to the communities where we work melt shopp that will lower our costs and a core. This presents an unintended and live. In 2017, we saw another provide more operational flexibility and loophole that some will attempt to use to increase in emppyloyee volunteer activities at all of our facilities, and the evidence is clear that our entire team is trulyyg making a difference in the lives of those in need. More than 200 teams of employees volunteered togethergg through our AK CARES programp g to support pp a variety y of nonprofitpg organizationsg and events. As partpy of our 100th year celebration at our Mountain State Carbon facility, we honored our Mountain State team with a specialp donation to the local community food pantry. Growing Our Company We continued important work to further AK Steel celebrated the grand opening of its new Research and Innovation Center in Middletown, Ohio in April 2017. transform our company into an innovative UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K È Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2017 OR ‘ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 1-13696 AK STEEL HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 31-1401455 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 9227 Centre Pointe Drive, West Chester, Ohio 45069 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (513) 425-5000 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock $0.01 Par Value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ‘ No È Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes È No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. È Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘ Emerging growth company ‘ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. Yes ‘ No ‘ Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes ‘ No È Aggregate market value of the registrant’s voting stock held by non-affiliates at June 30, 2017: $2,056,142,010 There were 315,283,596 shares of common stock outstanding as of February 9, 2018. DOCUMENTS INCORPORATED BY REFERENCE The information required to be furnished pursuant to Part III of this Form 10-K will be set forth in, and incorporated by reference from, the registrant’s definitive proxy statement for the annual meeting of stockholders (the “2018 Proxy Statement”), which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2017. AK Steel Holding Corporation Table of Contents Page PART I Item 1. Business .............................................................................. 1 Item 1A. Risk Factors ........................................................................... 10 Item 1B. Unresolved Staff Comments .............................................................. 16 Item 2. Properties ............................................................................. 16 Item 3. Legal Proceedings ...................................................................... 17 Item 4. Mine Safety Disclosures ................................................................. 17 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder