form10-q.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_________________________________
FORM
10-Q
__________________________________
(Mark
One)
x
|
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended March 31, 2008
OR
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period from __________ to __________
Commission
File No. 1-13696
AK STEEL HOLDING
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
|
|
31-1401455
|
(State
or other jurisdiction of incorporation or organization)
|
|
(I.R.S.
Employer Identification No.)
|
|
|
|
9227
Centre Pointe Drive, West Chester, Ohio
|
|
45069
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(513)
425-5000
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to filing requirements for the
past 90 days. Yes x No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer”, “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act).
|
Large
accelerated filer
|
x
|
Accelerated
filer |
o
|
Non-accelerated
filer |
o
|
Smaller
reporting company |
o
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
o No x
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
112,012,305 shares of common
stock
(as
of April 30, 2008)
AK
STEEL HOLDING CORPORATION
|
|
Page
|
PART
I.
|
|
|
|
|
|
Item
1.
|
|
|
|
|
|
|
Three-Month
Periods Ended March 31, 2008 and 2007
|
1
|
|
|
|
|
As
of March 31, 2008 and December 31, 2007
|
2
|
|
|
|
|
Three-Month
Periods Ended March 31, 2008 and 2007
|
3
|
|
|
|
|
|
4
|
|
|
|
Item
2.
|
Financial
Condition and Results of Operations
|
21
|
|
|
|
Item
3.
|
|
23
|
|
|
|
Item
4.
|
|
24
|
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|
|
|
|
PART
II.
|
|
|
|
|
|
Item
1.
|
|
24
|
|
|
|
Item
1A.
|
|
27
|
|
|
|
Item
2.
|
|
27
|
|
|
|
Item
6.
|
|
28
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|
29
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|
|
AK
STEEL HOLDING CORPORATION
|
|
|
|
|
|
(dollars
in millions, except per share data)
|
|
|
|
Three
Months Ended
|
|
|
|
March
31,
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
2008
|
|
|
2007
|
|
Net
sales
|
|
$ |
1,791.4 |
|
|
$ |
1,719.9 |
|
|
|
|
|
|
|
|
|
|
Cost
of products sold (exclusive of items shown below)
|
|
|
1,513.2 |
|
|
|
1,480.9 |
|
Selling
and administrative expenses
|
|
|
56.5 |
|
|
|
54.1 |
|
Depreciation
|
|
|
52.0 |
|
|
|
49.8 |
|
Pension
curtailment charge
|
|
|
— |
|
|
|
15.1 |
|
|
|
|
|
|
|
|
|
|
Total
operating costs
|
|
|
1,621.7 |
|
|
|
1,599.9 |
|
|
|
|
|
|
|
|
|
|
Operating
profit
|
|
|
169.7 |
|
|
|
120.0 |
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
11.7 |
|
|
|
24.6 |
|
Other
income
|
|
|
5.5 |
|
|
|
4.1 |
|
|
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
|
163.5 |
|
|
|
99.5 |
|
|
|
|
|
|
|
|
|
|
Income
tax provision
|
|
|
62.4 |
|
|
|
36.8 |
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$ |
101.1 |
|
|
$ |
62.7 |
|
|
|
|
|
|
|
|
|
|
Basic earnings per
share:
|
|
|
|
|
|
|
|
|
Net
income per share
|
|
$ |
0.91 |
|
|
$ |
0.57 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per
share:
|
|
|
|
|
|
|
|
|
Net
income per share
|
|
$ |
0.90 |
|
|
$ |
0.56 |
|
|
|
|
|
|
|
|
|
|
Common
shares and common share equivalents
|
|
|
|
|
|
|
|
|
outstanding (weighted average in
millions):
|
|
|
|
|
|
|
|
|
Basic
|
|
|
111.4 |
|
|
|
110.4 |
|
Diluted
|
|
|
112.4 |
|
|
|
111.3 |
|
|
|
|
|
|
|
|
|
|
Dividends declared and paid per
share:
|
|
$ |
0.05 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
___________________
See
notes to condensed consolidated financial statements.
AK
STEEL HOLDING CORPORATION
|
|
|
|
|
|
(dollars
in millions)
|
|
|
|
March
31,
|
|
|
December
31,
|
|
(unaudited)
|
|
2008
|
|
|
2007
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$ |
272.3 |
|
|
$ |
713.6 |
|
Accounts
receivable, net
|
|
|
755.8 |
|
|
|
675.0 |
|
Inventories,
net
|
|
|
781.7 |
|
|
|
646.8 |
|
Deferred
tax asset
|
|
|
358.8 |
|
|
|
357.6 |
|
Other
current assets
|
|
|
42.6 |
|
|
|
33.8 |
|
|
|
|
|
|
|
|
|
|
Total
Current Assets
|
|
|
2,211.2 |
|
|
|
2,426.8 |
|
|
|
|
|
|
|
|
|
|
Property,
Plant and Equipment
|
|
|
5,159.8 |
|
|
|
5,131.1 |
|
Less
accumulated depreciation
|
|
|
(3,117.1 |
) |
|
|
(3,065.2 |
) |
Property,
Plant and Equipment, net
|
|
|
2,042.7 |
|
|
|
2,065.9 |
|
|
|
|
|
|
|
|
|
|
Other
Assets:
|
|
|
|
|
|
|
|
|
Investment
in AFSG Holdings, Inc.
|
|
|
55.6 |
|
|
|
55.6 |
|
Other
investments
|
|
|
42.3 |
|
|
|
42.9 |
|
Goodwill
|
|
|
37.1 |
|
|
|
37.1 |
|
Other
intangible assets
|
|
|
0.3 |
|
|
|
0.3 |
|
Deferred
tax asset
|
|
|
356.0 |
|
|
|
549.5 |
|
Other assets
|
|
|
18.5 |
|
|
|
19.3 |
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$ |
4,763.7 |
|
|
$ |
5,197.4 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$ |
756.1 |
|
|
$ |
588.2 |
|
Accrued
liabilities
|
|
|
204.4 |
|
|
|
214.0 |
|
Current
portion of long-term debt
|
|
|
12.8 |
|
|
|
12.7 |
|
Current
portion of pension and other postretirement benefit
obligations
|
|
|
159.7 |
|
|
|
158.0 |
|
Total
Current Liabilities
|
|
|
1,133.0 |
|
|
|
972.9 |
|
|
|
|
|
|
|
|
|
|
Non-current
Liabilities:
|
|
|
|
|
|
|
|
|
Long-term
debt
|
|
|
652.5 |
|
|
|
652.7 |
|
Pension
and other postretirement benefit obligations
|
|
|
1,647.4 |
|
|
|
2,537.2 |
|
Other
liabilities
|
|
|
176.6 |
|
|
|
159.9 |
|
Total
Non-current Liabilities
|
|
|
2,476.5 |
|
|
|
3,349.8 |
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
3,609.5 |
|
|
|
4,322.7 |
|
|
|
|
|
|
|
|
|
|
Stockholders’
Equity:
|
|
|
|
|
|
|
|
|
Preferred
stock, authorized 25,000,000 shares
|
|
|
— |
|
|
|
— |
|
Common
stock, authorized 200,000,000 shares of $.01 par value
each;
|
|
|
|
|
|
|
|
|
issued
2008, 121,045,036 shares, 2007, 120,302,930 shares;
|
|
|
|
|
|
|
|
|
outstanding
2008, 111,990,458 shares, 2007, 111,497,682 shares
|
|
|
1.2 |
|
|
|
1.2 |
|
Additional
paid-in capital
|
|
|
1,880.5 |
|
|
|
1,867.6 |
|
Treasury
stock, common shares at cost, 2008, 9,054,578 shares;
|
|
|
|
|
|
|
|
|
2007,
8,805,248 shares
|
|
|
(135.9 |
) |
|
|
(126.8 |
) |
Accumulated
deficit
|
|
|
(827.0 |
) |
|
|
(915.1 |
) |
Accumulated
other comprehensive income
|
|
|
235.4 |
|
|
|
47.8 |
|
TOTAL
STOCKHOLDERS’ EQUITY
|
|
|
1,154.2 |
|
|
|
874.7 |
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$ |
4,763.7 |
|
|
$ |
5,197.4 |
|
___________________
See
notes to condensed consolidated financial statements.
AK
STEEL HOLDING CORPORATION
|
|
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
(dollars in
millions) |
|
|
|
Three
Months Ended
|
|
|
|
March
31,
|
|
(unaudited) |
|
2008
|
|
|
2007
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
Net
income
|
|
$ |
101.1 |
|
|
$ |
62.7 |
|
Depreciation
|
|
|
52.0 |
|
|
|
49.8 |
|
Amortization
|
|
|
2.9 |
|
|
|
6.9 |
|
Deferred
income taxes
|
|
|
48.0 |
|
|
|
19.0 |
|
Contribution
to pension trust
|
|
|
(75.0 |
) |
|
|
(75.0 |
) |
Contribution
to Middletown retirees VEBA
|
|
|
(468.0 |
) |
|
|
— |
|
Pension
and other postretirement payments greater than benefits
expense
|
|
|
(28.1 |
) |
|
|
(18.3 |
) |
Pension
curtailment charge
|
|
|
— |
|
|
|
15.1 |
|
Working
capital
|
|
|
(36.6 |
) |
|
|
(70.8 |
) |
Other
|
|
|
3.5 |
|
|
|
6.0 |
|
Net
cash flows from operating activities
|
|
|
(400.2 |
) |
|
|
(4.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING
ACTIVITIES:
|
|
|
|
|
|
|
|
|
Capital
investments
|
|
|
(36.6 |
) |
|
|
(15.4 |
) |
Investments
- net
|
|
|
— |
|
|
|
12.6 |
|
Proceeds
from draw on restricted funds for emission control
expenditures
|
|
|
— |
|
|
|
0.3 |
|
Other
|
|
|
0.1 |
|
|
|
0.6 |
|
Net
cash flows from investing activities
|
|
|
(36.5 |
) |
|
|
(1.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Redemption
of long-term debt
|
|
|
(0.1 |
) |
|
|
(225.0 |
) |
Fees
related to new credit facility
|
|
|
— |
|
|
|
(2.6 |
) |
Proceeds
from exercise of stock options
|
|
|
2.3 |
|
|
|
3.5 |
|
Purchase
of treasury stock
|
|
|
(9.1 |
) |
|
|
(1.4 |
) |
Excess
tax benefits from stock-based compensation
|
|
|
7.3 |
|
|
|
2.9 |
|
Common
stock dividends
|
|
|
(5.6 |
) |
|
|
— |
|
Other
|
|
|
0.6 |
|
|
|
(0.2 |
) |
Net
cash flows from financing activities
|
|
|
(4.6 |
) |
|
|
(222.8 |
) |
|
|
|
|
|
|
|
|
|
Net
decrease in cash and cash equivalents
|
|
|
(441.3 |
) |
|
|
(229.3 |
) |
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, beginning of period
|
|
|
713.6 |
|
|
|
519.4 |
|
Cash
and cash equivalents, end of period
|
|
$ |
272.3 |
|
|
$ |
290.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash paid during the period for:
|
|
|
|
|
|
|
|
|
Interest,
net of capitalized interest
|
|
$ |
23.0 |
|
|
$ |
24.0 |
|
Income
taxes
|
|
|
6.8 |
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of non-cash investing and financing activities
—
|
|
|
|
|
|
|
|
|
Issuance
of restricted common stock
|
|
$ |
5.2 |
|
|
$ |
4.2 |
|
|
|
|
|
|
|
|
|
|
|
|
___________________
See
notes to condensed consolidated financial
statements.
|
AK
STEEL HOLDING CORPORATION
|
(dollars
in millions, except per share data)
|
1. Basis of
Presentation
In
the opinion of the management of AK Steel Holding Corporation (“AK Holding”) and
AK Steel Corporation (“AK Steel”, and together with AK Holding, the “Company”),
the accompanying condensed consolidated financial statements contain all
adjustments, consisting of normal recurring adjustments, necessary to present
fairly the financial position of the Company as of March 31, 2008 and the
results of its operations and cash flows for the three-month periods ended March
31, 2008 and 2007, respectively. The results of operations for the
three months ended March 31, 2008 are not necessarily indicative of the results
to be expected for the year ending December 31, 2008. These condensed
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements of the Company for the year ended December 31,
2007.
2. Earnings and Dividends Per
Share
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2007
|
|
Income
for calculation of basic and diluted earnings per share:
|
|
|
|
|
|
|
Net
income
|
|
$ |
101.1 |
|
|
$ |
62.7 |
|
|
|
|
|
|
|
|
|
|
Common
shares outstanding (weighted average in millions):
|
|
|
|
|
|
|
|
|
Common
shares outstanding for basic earnings per share
|
|
|
111.4 |
|
|
|
110.4 |
|
Effect
of dilutive securities
|
|
|
1.0 |
|
|
|
0.9 |
|
Common
shares outstanding for diluted earnings per share
|
|
|
112.4 |
|
|
|
111.3 |
|
|
|
|
|
|
|
|
|
|
Basic
earnings per share:
|
|
|
|
|
|
|
|
|
Net
income per share
|
|
$ |
0.91 |
|
|
$ |
0.57 |
|
Diluted
earnings per share:
|
|
|
|
|
|
|
|
|
Net
income per share
|
|
$ |
0.90 |
|
|
$ |
0.56 |
|
|
|
|
|
|
|
|
|
|
Potentially
issuable common shares (in millions) excluded
|
|
|
|
|
|
|
|
|
from
earnings per share calculation due to anti-dilutive effect
|
|
|
— |
|
|
|
0.1 |
|
On
January 22, 2008, the Company announced that its Board of Directors declared a
quarterly cash dividend of $0.05 per share of common stock, payable on March 10,
2008, to shareholders of record on February 15, 2008.
3. Inventories
Inventories
are valued at the lower of cost or market. The cost of the majority
of inventories is measured on the last in, first out (LIFO)
method. Other inventories are measured principally at average
cost.
|
|
March
31,
|
|
|
December
31,
|
|
|
|
2008
|
|
|
2007
|
|
Finished
and semi-finished
|
|
$ |
1,067.6 |
|
|
$ |
823.4 |
|
Raw
materials
|
|
|
312.6 |
|
|
|
362.5 |
|
Total
cost
|
|
|
1,380.2 |
|
|
|
1,185.9 |
|
Adjustment
to state inventories at LIFO value
|
|
|
(598.5 |
) |
|
|
(539.1 |
) |
Net
inventories
|
|
$ |
781.7 |
|
|
$ |
646.8 |
|
4. Pension and other postretirement
benefits
Net
periodic benefit costs for pension and other postretirement benefits were as
follows:
|
|
Pension
Benefits
|
|
|
Other
Postretirement Benefits
|
|
|
|
Three
Months Ended March 31,
|
|
|
Three
Months Ended March 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Service
cost
|
|
$ |
2.0 |
|
|
$ |
3.3 |
|
|
$ |
1.1 |
|
|
$ |
1.4 |
|
Interest
cost
|
|
|
53.2 |
|
|
|
53.2 |
|
|
|
24.0 |
|
|
|
28.9 |
|
Expected
return on assets
|
|
|
(60.4 |
) |
|
|
(56.8 |
) |
|
|
— |
|
|
|
— |
|
Amortization
of prior service cost
|
|
|
1.1 |
|
|
|
1.1 |
|
|
|
(14.3 |
) |
|
|
(13.5 |
) |
Amortization
of loss
|
|
|
4.3 |
|
|
|
4.2 |
|
|
|
0.6 |
|
|
|
3.2 |
|
Curtailment
loss
|
|
|
— |
|
|
|
15.1 |
|
|
|
— |
|
|
|
— |
|
Net
periodic benefit cost
|
|
$ |
0.2 |
|
|
$ |
20.1 |
|
|
$ |
11.4 |
|
|
$ |
20.0 |
|
The
decrease in “Net periodic benefit cost” for Pension Benefits for the three
months ended March 31, 2008 was principally the result of the $15.1 curtailment
charge recorded in the three months ended March 31, 2007. This
curtailment charge related to modified retiree pension benefits negotiated in
connection with a new labor contract at the Company’s Mansfield Works. There was
no such curtailment charge in the three months ended March 31,
2008. Another factor in the lower cost is an increase of $3.6 in the
expected return on assets for the three months ended March 31,
2008. The higher expected return is the result of the presence of
greater assets in the trust at the start of 2008 versus 2007 due to the
Company’s pension contributions in 2007.
The
decrease in “Net periodic benefit cost” for Other Postretirement Benefits for
the three months ended March 31, 2008 was primarily the result of the court
approval of a settlement with a group of retirees from the Company’s Middletown
Works. Under terms of the Settlement, AK Steel has transferred to a
Voluntary Employees Beneficiary Association trust (the “VEBA Trust”) all
postretirement benefit obligations (the “OPEB Obligations”) owed to the Class
Members under the Company’s applicable health and welfare plans and will have no
further liability for any claims incurred by the Class Members after the
effective date of the Settlement relating to their OPEB
Obligations. The VEBA Trust will be utilized to fund the future OPEB
Obligations to the Class Members. Under the terms of the Settlement,
AK Steel was obligated to initially fund the VEBA Trust with a contribution of
$468.0 in cash within two business days of the effective date of the
Settlement. AK Steel made this contribution on March 4,
2008. AK Steel further is obligated under the Settlement to make
three subsequent annual cash contributions of $65.0 each, for a total
contribution of $663.0. As a result of this settlement, the Company
remeasured its obligations for retiree benefits as of March 1,
2008. The obligations were reduced by a negative plan amendment of
$339.1 and an actuarial gain of $2.1 primarily due to the lower than expected
benefit payments since the prior measurement date. The obligation was
also reduced as the result of the initial $468.0 contribution to the
VEBA. The remeasurement of the retiree medical benefits at March 1,
2008 reduced net periodic benefit cost in the first quarter of 2008 by
approximately $6.5 and will lower this cost by $58.9 ratably over the remainder
of the year.
The
schedule below includes amounts calculated based on a benefit obligation and
asset valuation measurement date of March 1, 2008 and October 31, 2007,
respectively. The assumptions used in the calculation of the
obligation did not change from October 31, 2007 to March 1,
2008.
|
|
Other
Postretirement Benefits
|
|
|
|
March
31,
|
|
|
December
31,
|
|
|
|
2008
|
|
|
2007
|
|
Change
in benefit obligations:
|
|
|
|
|
|
|
Benefit
obligations at beginning of period
|
|
$ |
1,941.2 |
|
|
$ |
2,103.6 |
|
Service
cost
|
|
|
1.7 |
|
|
|
4.9 |
|
Interest
cost
|
|
|
42.6 |
|
|
|
116.8 |
|
Plan
participants’ contributions
|
|
|
3.9 |
|
|
|
27.9 |
|
Actuarial
gain
|
|
|
(2.1 |
) |
|
|
(149.4 |
) |
Amendments
|
|
|
(339.1 |
) |
|
|
19.0 |
|
VEBA
contributions
|
|
|
(468.0 |
) |
|
|
— |
|
Benefits
paid
|
|
|
(66.4 |
) |
|
|
(181.6 |
) |
Benefit
obligations at end of period
|
|
$ |
1,113.8 |
|
|
$ |
1,941.2 |
|
Change
in plan assets:
|
|
|
|
|
|
|
|
|
Fair
value of plan assets at beginning of year
|
|
$ |
23.7 |
|
|
$ |
24.6 |
|
Employer
contributions
|
|
|
39.1 |
|
|
|
152.8 |
|
Plan
participants’ contributions
|
|
|
3.9 |
|
|
|
27.9 |
|
Benefits
paid
|
|
|
(66.4 |
) |
|
|
(181.6 |
) |
Fair
value of plan assets at end of period
|
|
$ |
0.3 |
|
|
$ |
23.7 |
|
Funded
status
|
|
$ |
(1,113.5 |
) |
|
$ |
(1,917.5 |
) |
|
|
|
|
|
|
|
|
|
Amounts
recognized in the consolidated balance sheets
|
|
|
|
|
|
|
|
|
as
of March 31, 2008 and December 31, 2007:
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
$ |
(157.7 |
) |
|
$ |
(156.0 |
) |
Noncurrent
liabilities
|
|
|
(955.8 |
) |
|
|
(1,761.5 |
) |
Net
amount recognized
|
|
$ |
(1,113.5 |
) |
|
$ |
(1,917.5 |
) |
Amounts
recognized in accumulated other comprehensive
|
|
|
|
|
|
|
|
|
income
as of March 31, 2008 and December 31, 2007:
|
|
|
|
|
|
|
|
|
Actuarial
loss
|
|
$ |
43.1 |
|
|
$ |
46.4 |
|
Prior
service credit
|
|
|
(647.6 |
) |
|
|
(330.6 |
) |
Net
amount recognized
|
|
$ |
(604.5 |
) |
|
$ |
(284.2 |
) |
Other
changes in plan assets and benefit obligations
|
|
|
|
|
|
|
|
|
recognized
in other comprehensive income:
|
|
|
|
|
|
|
|
|
Net
actuarial gain
|
|
$ |
(2.1 |
) |
|
$ |
(151.2 |
) |
Recognized
actuarial loss
|
|
|
(0.6 |
) |
|
|
(12.8 |
) |
Prior
service cost (credit)
|
|
|
(339.1 |
) |
|
|
19.0 |
|
Recognized
prior service credit
|
|
|
14.3 |
|
|
|
51.6 |
|
Total
recognized in other comprehensive income
|
|
$ |
(327.5 |
) |
|
$ |
(93.4 |
) |
In
the first quarter of 2008, the Company adopted the measurement date provisions
of Financial Accounting Standards Board (“FASB”) Statement of Financial
Accounting Standards No. 158, “Accounting for Defined Benefit Pension and Other
Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106 and
132(R)” (“FAS 158”). As a result, the Company recorded a $12.0 pre-tax
charge to retained earnings and a $7.3 pre-tax charge to accumulated other
comprehensive income to reflect the two months’ amount of other postretirement
net periodic benefit cost that had been delayed as the result of the October 31,
2007 measurement date. In addition, the Company recorded a minimal
charge to retained earnings and a $3.5 pre-tax increase to accumulated other
comprehensive income to reflect the two months’ amount of pension net periodic
benefit cost that had been delayed as the result of the October 31, 2007
measurement date. These amounts were determined using the October 31
measurement date valuation.
The
total projected future benefit obligation of the Company with respect to
payments for healthcare benefits to the Company’s retirees is accounted for as
“Pension and other postretirement benefit obligations” in the Company’s
condensed consolidated balance sheets. The net amount of the
liability recognized by the Company, as of March 31, 2008, for future payment of
such benefit obligations was approximately $1.1 billion, compared to nearly $2.0
billion at December 31, 2007.
Assumed
healthcare cost trend rates have a significant effect on the amounts reported
for healthcare plans. As of March 31, 2008, a one-percentage-point
change in the assumed healthcare cost trend rates would have the following
effects:
|
|
One Percentage Point:
|
|
|
|
Increase
|
|
|
Decrease
|
|
Effect
on total service cost and interest cost components
|
|
$ |
2.0 |
|
|
$ |
(1.8 |
) |
Effect
on postretirement benefit
obligation
|
|
|
33.8 |
|
|
|
(30.3 |
) |
Accounting
for retiree healthcare benefits requires the use of actuarial methods and
assumptions, including assumptions about current employees’ future retirement
dates, the anticipated mortality rate of retirees, anticipated future increases
in healthcare costs and the obligation of the Company under future collective
bargaining agreements with respect to healthcare benefits for
retirees. Changing any of these assumptions could have a material
impact on the calculation of the Company’s total obligation for future
healthcare benefits. There are a variety of circumstances which could
result in a change in one or more of these assumptions. For example,
as has already occurred in connection with several of the labor contracts
negotiated by the Company during the last few years, the union which represented
a particular group of retirees when they were employed by the Company could in
the course of negotiations with the Company agree to a change in retiree
healthcare benefits. The precise circumstances under which retiree
healthcare benefits may be altered vary depending on the terms of the relevant
collective bargaining agreement.
The
Company is unable to estimate at this time the likely impact that potential
future changes to the nature and/or scope of its obligation to provide
healthcare benefits may have on the calculation of its total future healthcare
benefit obligations. Any attempt to make such a calculation would
involve significant assumptions and would be subject to substantial
uncertainties, including (1) changes in the assumptions which underlie the
calculations, such as assumptions about current employees’ future retirement
dates, the anticipated mortality rate of retirees, and future increases in
health care costs, (2) uncertainties as to the extent to which retirees
will consent to changes to their healthcare benefits, or that the unions will
agree to, or not take action to oppose, such changes in the course of
negotiations of new collective bargaining agreements, and (3) uncertainties as
to the outcome of arbitrations or litigation that have been or might be
initiated by retirees or their unions over this issue.
5. Share-Based
Compensation
AK
Steel Holding Corporation’s Stock Incentive Plan (the “SIP”) permits the
granting of nonqualified stock option, restricted stock, and performance share
awards to directors, officers and key management employees of the
Company. These nonqualified option, restricted stock and performance
share awards may be granted with respect to an aggregate maximum of
16 million shares through the period ending December 31,
2011. The shares that are issued as the result of these grants are
newly issued shares. The exercise price of each option may not be
less than the market price of the Company’s common stock on the date of the
grant. Stock options have a maximum term of 10 years and may not be
exercised earlier than six months following the date of grant or such other term
as may be specified in the award agreement. For option grants to
officers and key management employees, the award agreements provide that the
options vest and become exercisable at the rate of one-third per year over three
years. Stock options granted to directors vest and become exercisable
after one year. Restricted stock issued to directors vests at the end
of their full tenure on the Board. For restricted stock awards
granted on or prior to December 31, 2006, typically 25% of the shares covered by
a restricted stock award vest two years after the date of the award and an
additional 25% vest on the third, fourth and fifth anniversaries of the date of
the award. However, in 2005, the Board of Directors of the Company
approved the grant of special restricted stock awards to the executive officers
and selected key managers relating to the Company’s performance in 2004 which
vest ratably on the first, second, third anniversaries of the
grant. Restricted stock awards granted after December 31, 2006 also
will vest ratably on the first, second and third anniversaries of the
grant. Performance shares vest after a three-year
period. The total amount of performance shares issued will be based
on the Company’s share performance compared to a prescribed compounded annual
growth rate and the total share return compared to Standard and Poor’s 400 Mid
Cap Index.
The
Company’s calculation of fair value of the options is estimated on the date of
grant using the Black-Scholes option valuation model with the following weighted
average assumptions:
|
|
Three
Months Ended
|
|
|
|
March
31,
|
|
|
|
2008
|
|
|
2007
|
|
Expected
volatility
|
|
|
53.9%
– 56.5
|
% |
|
|
46.1%
– 48.1 |
% |
Weighted-average
volatility
|
|
|
55.47
|
% |
|
|
46.83 |
% |
Expected
term (in years)
|
|
|
2.9
– 7.3
|
|
|
|
2.9
– 7.3 |
|
Risk-free
interest rate
|
|
|
2.44%
– 3.22
|
% |
|
|
4.75%
– 4.81 |
% |
Dividend
yield
|
|
|
0.55
|
% |
|
|
— |
|
The
Company’s policy for amortizing the value of the share-based payments is a
straight-line method. The Company uses historical data regarding
stock option exercise behaviors to estimate the expected life of options granted
based on the period of time that options granted are expected to be
outstanding. The risk-free interest rate is based on the U.S.
Treasury yield curve in effect at the time of grant. The expected
volatility was based on historical volatility for a period equal to the stock
option’s expected life. The expected dividend yield is based on the
Company’s historical dividend payments. The Company estimates that 5%
of the options issued will be forfeited.
A
summary of stock option activity under the Company’s share-based compensation
plans for the three months ended March 31, 2008 is presented below:
|
|
Shares
|
|
Weighted
Average Exercise Price
|
|
Weighted
Average Remaining Contractual Life
|
|
Aggregate
Intrinsic Value
|
Stock
Options |
|
|
|
|
|
|
|
|
Outstanding
at December 31, 2007
|
|
1,152,097
|
|
$10.04
|
|
|
|
|
Granted
|
|
126,250
|
|
36.56
|
|
|
|
|
Exercised
|
|
(307,313)
|
|
7.46
|
|
|
|
|
Forfeited
or expired
|
|
—
|
|
—
|
|
|
|
|
Outstanding
at March 31, 2008
|
|
971,034
|
|
$14.30
|
|
7.3
yrs
|
|
$32.2
|
|
|
|
|
|
|
|
|
|
Options
expected to vest at March 31, 2008
|
|
356,023
|
|
$22.33
|
|
9.0
yrs
|
|
$8.9
|
|
|
|
|
|
|
|
|
|
Options
exercisable at March 31, 2008
|
|
596,273
|
|
$9.26
|
|
6.3
yrs
|
|
$22.8
|
The
weighted-average grant-date fair value of options granted during the three
months ended March 31, 2008 and 2007, was $17.46 and $7.81,
respectively. The total intrinsic value of options exercised during
the three months ended March 31, 2008 and 2007, based upon the average market
price during the period, was approximately $12.3 and $7.9,
respectively.
The
following table summarizes information about stock options outstanding at March
31, 2008:
|
|
|
|
|
Options
Outstanding
|
|
|
Options
Exercisable
|
|
Range
of Exercise Prices
|
|
|
Outstanding
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Weighted
Average
Exercise
Price
|
|
|
Exercisable
|
|
|
Weighted
Average
Exercise
Price
|
|
$ |
2.74 |
|
to
|
|
$ |
5.49 |
|
|
|
214,665 |
|
5.3
yrs.
|
|
$ |
3.47 |
|
|
|
214,665 |
|
|
$ |
3.47 |
|
$ |
5.50 |
|
to |
|
$ |
8.23 |
|
|
|
216,215 |
|
6.9
yrs.
|
|
|
7.82 |
|
|
|
144,083 |
|
|
|
7.80 |
|
$ |
8.24 |
|
to |
|
$ |
10.98 |
|
|
|
15,000 |
|
2.2
yrs.
|
|
|
9.63 |
|
|
|
15,000 |
|
|
|
9.63 |
|
$ |
10.99 |
|
to |
|
$ |
16.46 |
|
|
|
82,902 |
|
6.6
yrs.
|
|
|
13.56 |
|
|
|
79,365 |
|
|
|
13.54 |
|
$ |
16.47 |
|
to |
|
$ |
38.49 |
|
|
|
442,252 |
|
8.7
yrs.
|
|
|
23.03 |
|
|
|
143,160 |
|
|
|
16.98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Company granted performance shares in the amounts of 174,750 and 369,500
for the three-month periods ended March 31, 2008 and 2007,
respectively. The three-year performance periods for these 2008
and 2007 grants ends on December 31, 2010 and 2009,
respectively.
|
The
estimated pre-tax expense associated with share-based compensation for 2008 is
$7.0, of which $1.8 was expensed in the first quarter. The
share-based compensation expense resulted in a $1.1 decrease in net income in
the first quarter. This share-based compensation expense taken
includes expense for both nonqualified stock options and performance shares
granted from the SIP.
A
summary of the activity for non-vested restricted stock awards as of March 31,
2008 and changes during the three-month period is presented
below. There were no forfeitures during the period.
|
|
Shares
|
|
|
Weighted
Average Grant Date Fair Value
|
|
Restricted Stock
Awards |
|
|
|
|
|
|
Outstanding
at December 31, 2007
|
|
|
979,988 |
|
|
$ |
11.31 |
|
Granted
|
|
|
140,459 |
|
|
|
36.88 |
|
Vested
|
|
|
(317,728 |
) |
|
|
11.85 |
|
Outstanding
at March 31, 2008
|
|
|
802,719 |
|
|
$ |
15.57 |
|
Common
stock compensation expense related to restricted stock awards granted under the
Company’s SIP was $1.3 ($0.8 after tax) and $1.1 ($0.7 after tax) for the
three-month periods ended March 31, 2008 and 2007, respectively.
As
of March 31, 2008, there were $8.8 of total unrecognized compensation costs
related to non-vested share-based compensation awards granted under the
SIP. Those costs are expected to be recognized over a weighted
average period of 1.6 years.
6. Long-term Debt
During
2007, the Company redeemed the entire $450.0 of outstanding 7-7/8% senior notes
due in 2009, of which $225.0 was redeemed in the first quarter of
2007. In connection with this early redemption, the Company incurred
a non-cash, pre-tax charge of approximately $1.3 in the first quarter of 2007
for the write-off of unamortized debt expense. The redemption was
funded from the Company’s existing cash balances.
During
2007, the Company entered into an $850.0 five-year revolving credit facility
with a syndicate of lenders. The facility is secured by the Company’s
inventory and accounts receivable and replaced two previous credit facilities
totaling $700.0 which were secured separately by inventory and accounts
receivable. The new facility provides the Company with enhanced
liquidity, lower costs and greater flexibility for borrowings and will be used
for general corporate purposes. The Company incurred a non-cash
pre-tax charge of approximately $2.8 in the first quarter of 2007 related to the
replacement of the previous revolving credit facilities.
7. Income Taxes
Income
taxes recorded through March 31, 2008 have been estimated based on year-to-date
income and projected results for the full year. The amounts recorded
reflect the provisions of FASB Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes” which clarifies the accounting for uncertainty in
income taxes recognized in an entity’s financial statements and prescribes
standards for the recognition and measurement of tax positions taken or expected
to be taken on a tax return.
The
balance of unrecognized tax benefits at December 31, 2007 was
$50.9. For the three-month period ending March 31, 2008, the
unrecognized tax benefits related to tax positions taken in prior periods
increased by $15.6. This increase included $14.7 related to accrued
liabilities the Company has determined may not be deductible for tax purposes
until paid and $0.9 related to the impact of federal audit adjustments on state
and local taxes. The portion of the increase in unrecognized tax
benefits that will affect the effective tax rate is $0.2. For 2008,
it is estimated the Company will record an additional $0.4 of unrecognized tax
benefits related to tax positions likely to be taken on tax returns to be filed
for the current year with no affect on the effective tax rate.
The
Company recognizes interest and penalties accrued related to uncertain tax
positions as a component of income tax expense. Accrued interest and penalties
are included in the related tax liability line in the consolidated balance
sheet. The balance of interest and penalties at December 31, 2007 was
$4.9. For the period ended March 31, 2008, the Company recognized
approximately $1.1 in interest and penalties.
Certain
tax positions exist for which it is reasonably possible that the total amounts
of unrecognized tax benefits will significantly change within twelve months of
March 31, 2008. The Company has filed an appeal with taxing
authorities to resolve a state tax issue related to the Company’s filing
position for tax years prior to 2002. The resolution of this issue,
if concluded in the Company’s favor, is estimated to reduce related unrecognized
tax benefits within the next twelve months by approximately $0.3 to
$0.9.
The
Company is subject to taxation by the United States and by various state and
foreign jurisdictions. The Company’s tax years for 2005 and forward
are subject to examination by the tax authorities. Net operating
losses carried forward from prior years are subject to examination by tax
authorities. However, with a few exceptions, the Company is no longer
subject to federal, state, local or foreign examinations by tax authorities for
years before 2005.
8. Comprehensive
Income
Comprehensive
income, net of tax, is as follows:
|
|
Three
Months Ended
|
|
|
|
March
31,
|
|
|
|
2008
|
|
|
2007
|
|
Net
income
|
|
$ |
101.1 |
|
|
$ |
62.7 |
|
Other
comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
Foreign
currency translation gain (loss)
|
|
|
0.5 |
|
|
|
(0.3 |
) |
Derivative
instrument hedges, mark to market:
|
|
|
|
|
|
|
|
|
Gains
arising in period
|
|
|
20.2 |
|
|
|
0.3 |
|
Reclass
of gains (losses) included in net income
|
|
|
0.8 |
|
|
|
(2.1 |
) |
Unrealized
holding loss on securities
|
|
|
(0.7 |
) |
|
|
— |
|
Pension
and other postretirement benefit adjustment
|
|
|
169.4 |
|
|
|
— |
|
Comprehensive
income
|
|
$ |
291.3 |
|
|
$ |
60.6 |
|
A
deferred tax rate of approximately 38.5% was applied to derivative instrument
hedges, unrealized gains and losses and the pension and other postretirement
benefit adjustment.
Accumulated
other comprehensive income is as follows:
|
|
March
31,
|
|
|
December
31,
|
|
|
|
2008
|
|
|
2007
|
|
Foreign
currency translation
|
|
$ |
7.8 |
|
|
$ |
7.3 |
|
Derivative
instrument hedges
|
|
|
23.1 |
|
|
|
2.0 |
|
Unrealized
gain (loss) on investments
|
|
|
(0.5 |
) |
|
|
0.2 |
|
Employee
benefit liability
|
|
|
205.0 |
|
|
|
38.3 |
|
Accumulated
other comprehensive income
|
|
$ |
235.4 |
|
|
$ |
47.8 |
|
9. Environmental and Legal
Contingencies
Environmental Contingencies:
Domestic steel producers, including AK Steel, are subject to stringent federal,
state and local laws and regulations relating to the protection of human health
and the environment. The Company has expended the following for
environmental-related capital investments and environmental
compliance:
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
Environmental
related capital investments
|
|
$ |
2.4 |
|
|
$ |
9.6 |
|
|
$ |
33.3 |
|
Environmental
compliance costs
|
|
|
122.8 |
|
|
|
125.5 |
|
|
|
109.0 |
|
AK
Steel and its predecessors have been conducting steel manufacturing and related
operations since the year 1900. Although the Company believes its
operating practices have been consistent with prevailing industry standards
during this time, hazardous materials may have been released in the past at one
or more operating sites or third party sites, including operating sites that the
Company no longer owns. The Company has estimated potential
remediation expenditures for those sites where future remediation efforts are
probable based on identified conditions, regulatory requirements or contractual
obligations arising from the sale of a business or facility. At March
31, 2008, the Company had recorded $11.2 in current accrued liabilities and
$44.0 in non-current other liabilities on its condensed consolidated balance
sheets for estimated probable costs relating to environmental
matters. The comparable balances recorded by the Company at December
31, 2007 were $11.1 in current accrued liabilities and $40.6 in non-current
other liabilities. In general, the material components of these
accruals include the costs associated with investigations, delineations, risk
assessments, remedial work, governmental response and oversight costs, site
monitoring, and preparation of reports to the appropriate environmental
agencies. The ultimate costs to AK Steel with respect to each site
cannot be predicted with certainty because of the evolving nature of the
investigation and remediation process. Rather, to develop the
estimates of the probable costs, AK Steel must make certain
assumptions.
The
most significant of these assumptions relate to the nature and scope of the work
which will be necessary to investigate and remediate a particular site and the
cost of that work. Other significant assumptions include the cleanup
technology which will be used, whether and to what extent any other parties will
participate in paying the investigation and remediation costs, reimbursement of
governmental agency past response and future oversight costs, and the reaction
of the governing environmental agencies to the proposed work
plans. Costs of future expenditures are not discounted to their
present value. The Company does not believe that there is a
reasonable possibility that a loss or losses exceeding the amounts accrued will
be incurred in connection with the environmental matters discussed below that
would, either individually or in the aggregate, have a material adverse effect
on the Company’s consolidated financial condition, results of operations or cash
flows. However, since amounts recognized in the financial statements
in accordance with accounting principles generally accepted in the United States
exclude costs that are not probable or that may not be currently estimable, the
ultimate costs of these environmental proceedings may be higher than those
currently recorded in the Company’s condensed consolidated financial
statements.
Pursuant
to the Resource Conservation and Recovery Act (“RCRA”), which governs the
treatment, handling and disposal of hazardous waste, the EPA and authorized
state environmental agencies may conduct inspections of RCRA regulated
facilities to identify areas where there have been releases of hazardous waste
or hazardous constituents into the environment and may order the facilities to
take corrective action to remediate such releases. AK Steel’s major steelmaking
facilities are subject to RCRA inspections by environmental
regulators. While the Company cannot predict the future actions of
these regulators, it is possible that they may identify conditions in future
inspections of these facilities which they believe require corrective
action.
Under
authority conferred by the Comprehensive Environmental Response, Compensation
and Liability Act (“CERCLA”), the EPA and state environmental authorities have
conducted site investigations at certain of AK Steel’s facilities and other
third-party facilities, portions of which previously may have been used for
disposal of materials that are currently subject to regulation. The
results of these investigations are still pending, and AK Steel could be
directed to expend funds for remedial activities at the former disposal
areas. Because of the uncertain status of these investigations,
however, the Company cannot reliably predict whether or when such expenditures
might be required, their magnitude or the timeframe during which these potential
costs would be incurred.
As
previously reported, on July 27, 2001, AK Steel received a Special Notice Letter
from the EPA requesting that AK Steel agree to conduct a Remedial
Investigation/Feasibility Study (“RI/FS”) and enter into an administrative order
on consent pursuant to Section 122 of CERCLA regarding the former Hamilton Plant
located in New Miami, Ohio. The Hamilton Plant no longer
exists. It ceased operations in 1990, and all of its former
structures have been demolished and removed. Although AK Steel did
not believe that a site-wide RI/FS was necessary or appropriate, in April 2002,
it entered into a mutually agreed-upon administrative order on consent to
perform such an investigation and study of the Hamilton Plant
site. The site-wide RI/FS is underway and is projected to be
completed this year. AK Steel currently has accrued $0.9 for the
remaining cost of the RI/FS. Until the RI/FS is completed, AK Steel
cannot reliably estimate the additional costs, if any, associated with any
potentially required remediation of the site or the timeframe during which these
potential costs would be incurred.
On
September 30, 1998, AK Steel received an order from the EPA under Section 3013
of RCRA requiring it to develop a plan for investigation of eight areas of the
Mansfield Works that allegedly could be sources of contamination. A
site investigation began in November 2000 and is continuing. AK Steel
cannot reliably estimate at this time how long it will take to complete this
site investigation. AK Steel currently has accrued approximately $2.1
for the projected cost of the study at the Mansfield Works. Until the
site investigation is completed, AK Steel cannot reliably estimate the
additional costs, if any, associated with any potentially required remediation
of the site or the timeframe during which these potential costs would be
incurred.
On
October 9, 2002, AK Steel received an order from the EPA under Section 3013 of
RCRA requiring it to develop a plan for investigation of several areas of the
Zanesville Works that allegedly could be sources of contamination. A
site investigation began in early 2003 and is continuing. AK Steel
estimates that it will take approximately two more years to complete this site
investigation. AK Steel currently has accrued approximately $1.0 for
the projected cost of the study and remediation at Zanesville
Works. Until the site investigation is completed, AK Steel cannot
reliably estimate the additional costs, if any, associated with any potentially
required remediation of the site or the timeframe during which these potential
costs would be incurred.
On
November 26, 2004, Ohio EPA issued a Notice of Violation (“NOV”) for alleged
waste violations associated with an acid leak at AK Steel’s Coshocton
Works. In November 2007, Ohio EPA and AK Steel reached an agreement
to resolve this NOV. Pursuant to that agreement, AK Steel implemented
an inspection program, initiated an investigation of the area where the acid
leak occurred, will submit a closure plan, and upon approval from Ohio EPA, will
implement that closure plan.
Also,
as part of the agreement, AK Steel paid a civil penalty of twenty-eight thousand
dollars and funded a supplemental environmental project in the amount of seven
thousand dollars. Until the investigation is completed and a closure
plan is approved, AK Steel cannot reliably estimate the costs associated with
closure or the timeframe during which the closure costs will be
incurred.
On
December 20, 2006, Ohio EPA issued an NOV with respect to two electric arc
furnaces at AK Steel’s Mansfield Works alleging failure of the Title V stack
tests with respect to several air pollutants. The Company is investigating this
claim and is working with Ohio EPA to attempt to resolve it. AK Steel
believes it will reach a settlement in this matter that will not have a material
financial impact on AK Steel, but cannot be certain that a settlement will be
reached. If a settlement is reached, the Company cannot reliably
estimate at this time how long it will take to reach such a settlement or what
its terms might be. AK Steel will vigorously contest any claims which
cannot be resolved through a settlement. Until it has reached a
settlement with Ohio EPA or the claims that are the subject of the NOV are
otherwise resolved, AK Steel cannot reliably estimate the costs, if any,
associated with any potentially required operational changes at the furnaces or
the timeframe over which any potential costs would be incurred.
The
Hamilton County Department of Environmental Services (“HCDES”) issued two NOVs,
one on June 19, 2007 and one on June 27, 2007, each alleging that one of the
basic oxygen furnaces at the Company’s Middletown Works failed to meet the MACT
requirements. AK Steel is investigating these claims and is working
with HCDES to attempt to resolve them. AK Steel believes it will
reach a settlement in this matter that will not have a material financial impact
on the Company, but cannot be certain that a settlement will be
reached. If a settlement is reached, the Company cannot reliably
estimate at this time how long it will take to reach such a settlement or what
its terms might be. AK Steel will vigorously contest any claims which
cannot be resolved through a settlement. Until it has reached a
settlement with HCDES or the claims that are the subject of the NOVs are
otherwise resolved, AK Steel cannot reliably estimate the costs, if any,
associated with any potentially required operational changes at the furnace or
the timeframe over which any potential costs would be incurred.
On
July 23, 2007, the EPA issued an NOV with respect to the Coke Plant at AK
Steel’s Ashland Works alleging violations of pushing and combustion stack
limits. The Company is investigating this claim and is working with
the EPA to attempt to resolve it. AK Steel believes it will reach a
settlement in this matter that will not have a material financial impact on AK
Steel, but cannot be certain that a settlement will be reached. If a
settlement is reached, the Company cannot reliably estimate at this time how
long it will take to reach such a settlement or what its terms might
be. AK Steel will vigorously contest any claims which cannot be
resolved through a settlement. Until it has reached a settlement with
the EPA or the claims that are the subject of the NOV are otherwise resolved, AK
Steel cannot reliably estimate the costs, if any, associated with any
potentially required operational changes at the batteries or the timeframe over
which any potential costs would be incurred.
In
addition to the foregoing matters, AK Steel is or may be involved in proceedings
with various regulatory authorities that may require AK Steel to pay fines,
comply with more rigorous standards or other requirements or incur capital and
operating expenses for environmental compliance. Management believes
that the ultimate disposition of the foregoing proceedings will not have,
individually or in the aggregate, a material adverse effect on the Company’s
consolidated financial condition, results of operations or cash
flows.
Legal Contingencies: In
addition to these environmental matters, and the items discussed below, there
are various claims pending against AK Steel and its subsidiaries involving
product liability, commercial, employee benefits and other matters arising in
the ordinary course of business. Unless otherwise noted, in
management’s opinion, the ultimate liability resulting from all of these claims,
individually and in the aggregate, should not have a material adverse effect on
the Company’s consolidated financial position, results of operations or cash
flows.
As
previously reported, on June 29, 2000, the United States filed a complaint on
behalf of the EPA against AK Steel in the U.S. District Court for the Southern
District of Ohio (the “Court”), Case No. C-1-00530, for alleged violations of
the Clean Air Act, the Clean Water Act and the RCRA at the Middletown
Works. Subsequently, the State of Ohio, the Sierra Club and the
National Resources Defense Council intervened. On April 3, 2006, a
proposed Consent Decree in Partial Resolution of Pending Claims (the “Consent
Decree”), executed by all parties, was lodged with the Court. After a
30-day notice period, the Consent Decree was entered by the Court on May 15,
2006. Under the Consent Decree, the Company will implement certain
RCRA corrective action interim measures to address polychlorinated biphenyls
(“PCBs”) in sediments and soils relating to Dicks Creek and certain other
specified surface waters, adjacent floodplain areas, and other previously
identified geographic areas. The Company also will undertake a comprehensive
RCRA facility investigation at its Middletown Works and, as appropriate,
complete a corrective measures study. Under the Consent Decree, the Company paid
a civil penalty of $0.46 and will perform a supplemental environmental project
that will remove ozone-depleting refrigerants from certain equipment at an
estimated cost of $0.85.
The
Company anticipates that the cost of the remaining work required under the
Consent Decree will be approximately $18.0, consisting of approximately $3.2 in
capital investments and $14.8 in expenses. The Company has accrued
the $14.8 for anticipated expenses associated with this project. The Company is
in the process of completing work to more definitively delineate the soils and
sediments which will need to be removed under the Consent
Decree. Until that process is complete, the Company cannot reliably
determine whether the actual cost of the work required under the Consent Decree
will exceed the amount presently accrued. If there are additional
costs, the Company does not anticipate at this time that they will have a
material financial impact on the Company. The Company cannot reliably
estimate at this time the timeframe during which the accrued or potential
additional costs would be incurred.
On
June 26, 2002, seventeen individuals filed a purported class action against AK
Steel in the United States District Court for the Southern District of Ohio,
Case No. C-1-02-467. As subsequently amended, the complaint alleges
that AK Steel discriminates against African-Americans in its hiring practices
and that AK Steel discriminates against all of its employees by preventing its
employees from working in a racially integrated environment free from racial
discrimination. The named plaintiffs seek various forms of
declaratory, injunctive and unspecified monetary relief (including back pay,
front pay, lost benefits, lost seniority and punitive damages) for themselves
and unsuccessful African-American candidates for employment at AK
Steel. AK Steel has answered the complaint and discovery is
ongoing. On January 19, 2007, the Court conditionally certified two
subclasses of unsuccessful African-American candidates. On June 15,
2007, AK Steel filed a motion to decertify one of those
subclasses. On January 14, 2008, AK Steel filed motions for summary
judgment on all claims. On April 9, 2008, the Court granted AK
Steel’s motion for summary judgment with respect to the disparate treatment
claims of four of the named plaintiffs and those claims have been dismissed with
prejudice. In addition, the claims of several other plaintiffs have
been dismissed for various reasons. There remain a total of nine
plaintiffs, including seven with claims as class representatives and two with
individual claims. The other motions referred to above remain
pending. The trial of this matter has been scheduled for June
2008. AK Steel continues to contest this matter
vigorously.
Since
1990, AK Steel (or its predecessor, Armco Inc.) has been named as a defendant in
numerous lawsuits alleging personal injury as a result of exposure to
asbestos. As of December 31, 2007, there were approximately 426 such
lawsuits pending against AK Steel. The great majority of these
lawsuits have been filed on behalf of people who claim to have been exposed to
asbestos while visiting the premises of a current or former AK Steel
facility. Approximately 40% of these premises suits arise out of
claims of exposure at a facility in Houston, Texas that has been closed since
1984. When such an asbestos lawsuit initially is filed, the complaint
typically does not include a specific dollar claim for damages. Only
135 of the 426 cases pending at December 31, 2007 in which AK Steel is a
defendant include specific dollar claims for damages in the filed
complaints. Those 135 cases involve a total of almost 2,600
plaintiffs and 17,317 defendants. In each, the complaint typically
includes a monetary claim for compensatory damages and a separate monetary claim
in an equal amount for punitive damages, and does not attempt to allocate the
total monetary claim among the various defendants. For example, 120
of the 135 cases involve claims of $0.2 or less, seven involve claims of between
$0.2 and $5.0, five involve claims of between $5.0 and $15.0, and three involve
claims of $20.0. In each case, the amount described is per plaintiff
against all of the defendants collectively. Thus, it usually is not
possible at the outset of a case to determine the specific dollar amount of a
claim against AK Steel. In fact, it usually is not even possible at
the outset to determine which of the plaintiffs actually will pursue a claim
against AK Steel. Typically, that can only be determined through
written interrogatories or other discovery after a case has been
filed. Thus, in a case involving multiple plaintiffs and multiple
defendants, AK Steel initially only accounts for the lawsuit as one claim
against it. After AK Steel has determined through discovery whether a
particular plaintiff will pursue a claim against it, it makes an appropriate
adjustment to statistically account for that specific claim. It has
been AK Steel’s experience to date that only a small percentage of asbestos
plaintiffs ultimately identify AK Steel as a target defendant from whom they
actually seek damages and most of these claims ultimately are either dismissed
or settled for a small fraction of the damages initially claimed. Set
forth below is a chart showing the number of new claims filed (accounted for as
described above), the number of pending claims disposed of (i.e. settled or otherwise
dismissed), and the approximate net amount of dollars paid on behalf of AK Steel
in settlement of asbestos-related claims in 2007 and 2006.
|
|
2007
|
|
|
2006
|
|
New
Claims Filed
|
|
|
71 |
|
|
|
60 |
|
Claims
Disposed Of
|
|
|
138 |
|
|
|
65 |
|
Dollars
Paid in Settlements
|
|
$ |
0.4 |
|
|
$ |
0.4 |
|
Since
the onset of asbestos claims against AK Steel in 1990, five asbestos claims
against it have proceeded to trial in four separate cases. All five
concluded with a verdict in favor of AK Steel. AK Steel intends to
continue its practice of vigorously defending the asbestos claims asserted
against it. Based upon its present knowledge, and the factors set
forth above, AK Steel believes it is unlikely that the resolution in the
aggregate of the asbestos claims against AK Steel will have a material adverse
effect on the Company’s consolidated results of operations, cash flows or
financial condition. However, predictions as to the outcome of
pending litigation, particularly claims alleging asbestos exposure, are subject
to substantial uncertainties.
These
uncertainties include (1) the significantly variable rate at which new claims
may be filed, (2) the impact of bankruptcies of other companies currently or
historically defending asbestos claims, (3) the uncertainties surrounding the
litigation process from jurisdiction to jurisdiction and from case to case, (4)
the type and severity of the disease alleged to be suffered by each claimant,
and (5) the potential for enactment of legislation affecting asbestos
litigation.
As
previously reported, on January 2, 2002, John D. West, a former employee, filed
a class action in the United States District Court for the Southern District of
Ohio against the AK Steel Corporation Retirement Accumulation Pension Plan, or
AK RAPP, and the AK Steel Corporation Benefit Plans Administrative
Committee. Mr. West claims that the method used under the AK RAPP to
determine lump sum distributions does not comply with the Employment Retirement
Income Security Act of 1974 (“ERISA”) and resulted in underpayment of benefits
to him and the other class members. The District Court ruled in favor
of the plaintiff class and on March 29, 2006 entered an amended final judgment
against the defendants in the amount of $37.6 in damages and $7.3 in prejudgment
interest, for a total of approximately $44.9, with post judgment interest
accruing at the rate of 4.7% per annum until paid. The defendants
appealed to the United States Court of Appeals for the Sixth
Circuit. On April 20, 2007, a panel of the Court of Appeals issued an
opinion in which it affirmed the decision of the District Court. On
August 15, 2007, the defendants filed a motion to stay the issuance of a mandate
pending the filing of a petition for certiorari. On August 28, 2007,
the Court of Appeals granted the motion. On November 16, 2007,
defendants filed a petition for certiorari with the Supreme Court of the United
States. That petition remains pending. The defendants
intend to continue to contest this matter vigorously. In the event
the plaintiffs ultimately prevail in this litigation, the funds for the payments
to class members pursuant to the judgment will come from the AK Steel Master
Pension Trust. The Company’s pension liability was re-measured as of
April 30, 2007 to include the amount of this liability as of that
date. That amount was $47.4. The Company’s current
estimates of its future funding obligations for its pension liabilities thus
include the $47.4 liability associated with this case. As of March
31, 2008, the amount of the judgment plus total accrued interest in this case
was approximately $49.4.
On
December 12, 2007, two individuals filed a purported class action against AK
Holding, AK Steel, Anthem Insurance Companies, Inc. (“Anthem”), and others in
the United States District Court for the Southern District of Ohio, Case No.
1:07-cv-01002. The complaint alleges that the plaintiffs are entitled
to compensation arising from the demutualization of Anthem in
2001. On March 20, 2008, AK Holding and AK Steel filed their answer
to the complaint. No trial date has been set. AK Holding
and AK Steel intend to contest this matter vigorously.
Middletown Works Retiree
Healthcare Benefits Litigation
On
June 1, 2006, AK Steel notified approximately 4,600 of its current retirees (or
their surviving spouses) who formerly were hourly and salaried members of the
Armco Employees Independent Federation (“AEIF”) that AK Steel was terminating
their existing healthcare insurance benefits plan and implementing a new plan
more consistent with current steel industry practices which would require the
retirees to contribute to the cost of their healthcare benefits, effective
October 1, 2006. On July 18, 2006, a group of nine former hourly and
salaried members of the AEIF filed a purported class action (the “Retiree
Action”) in the United States District Court for the Southern District of Ohio
(the “Court”), Case No. 1-06CV0468, alleging that AK Steel did not have a right
to make changes to their healthcare benefits. The named plaintiffs in the
Retiree Action sought, among other things, injunctive relief (including an order
retroactively rescinding the changes) for themselves and the other members of
the putative class. On August 4, 2006, the plaintiffs in the Retiree
Action filed a motion for a preliminary injunction seeking to prevent AK Steel
from implementing the previously announced changes to healthcare benefits with
respect to the AEIF-represented hourly employees. AK Steel opposed
that motion, but on September 22, 2006 the trial court issued an order granting
the motion. On that same day, AK Steel filed a notice of appeal to
the United States Court of Appeals for the Sixth Circuit seeking a reversal of
the decision to grant the preliminary injunction. While the appeal
was pending, however, the Company announced on October 8, 2007 that it had
reached a tentative settlement (the “Settlement”) of the claims of the retirees
in the Retiree Action. Accordingly, on October 18, 2007, the pending
appeal from the preliminary injunction was dismissed at the request of the
parties.
The
Settlement was subject to approval by the Court. On October 25, 2007,
the parties filed a joint motion asking the Court to approve the
Settlement. On November 1, 2007, an order was issued by the Court
granting the plaintiffs’ renewed motion for class certification. On November 2,
2007, the Court issued an order giving preliminary approval of the Settlement
and scheduled a hearing (the “Fairness Hearing”) on final approval of the
Settlement beginning on February 12, 2008. In November 2007, notice
of the Settlement was sent to all retirees or their surviving spouses who would
be covered by the terms of the Settlement (hereinafter referred to collectively
as the “Class Members”). Between the time the original notification
of the benefit changes was sent on June 1, 2006 and the time that membership in
the class was determined, the number of Class Members had increased to
approximately 4,870. With dependents of the Class Members, the total
number of persons covered by the Settlement is approximately
8,300.
The
Class Members were given the opportunity to object to the Settlement in writing
and, if they so objected in writing, to oppose it orally at the Fairness
Hearing. A group of retirees did file objections. The
Fairness Hearing was conducted on February 12-13, 2008. The objecting
retirees were represented by counsel at the Fairness Hearing and did oppose the
Settlement. On February 21, 2008, the Court issued a written decision
approving the Settlement. The final judgment (the “Judgment”)
formally approving the Settlement was entered on February 29,
2008. The Settlement became effective on that date. The
Class Members who opposed the Settlement have filed appeals from the Judgment to
the United States Court of Appeals for the Sixth Circuit, Case Nos. 08-3166 and
08-3354. No briefs have yet been filed or hearing date set in those
appeals.
Under
terms of the Settlement, AK Steel has transferred to a Voluntary Employees
Beneficiary Association trust (the “VEBA Trust”) all postretirement benefit
obligations (the “OPEB Obligations”) owed to the Class Members under the
Company’s applicable health and welfare plans and will have no further liability
for any claims incurred by the Class Members after the effective date of the
Settlement relating to their OPEB Obligations. The VEBA Trust will be
utilized to fund the future OPEB Obligations to the Class
Members. Under the terms of the Settlement, AK Steel was obligated to
initially fund the VEBA Trust with a contribution of $468.0 in cash within two
business days of the effective date of the Settlement. AK Steel made
this contribution on March 4, 2008. AK Steel further is obligated
under the Settlement to make three subsequent annual cash contributions of $65.0
each, for a total contribution of $663.0.
As
noted above, Class Members who objected to the Settlement have filed an appeal
from the Judgment. The Settlement includes terms which contemplate
that possibility. During the pendency of the appeal, the VEBA Trust
will continue to be responsible for the OPEB Obligations to the Class
Members. If the appeal is still pending at the time the next payment
is due from AK Steel to the VEBA Trust under the terms of the Settlement, the
funds which otherwise would have been paid to the VEBA Trust will be placed into
an escrow account to be invested by the Trustees of the VEBA
Trust. If the Judgment is affirmed on appeal, the funds placed into
the escrow account, including interest or other earnings or losses, will be paid
to the VEBA Trust. If, however, the Judgment is reversed, modified or
vacated as a result of the appeal in such a way as to place the responsibility
on AK Steel for payment of all of the OPEB Obligations to Class Members, then
all of the monies placed into the escrow account, including interest or other
earnings or losses, will revert to AK Steel. In addition, under those
circumstances, the Company will be immediately designated as the sole fiduciary
controlling the VEBA Trust and all assets of the VEBA Trust will be subject to,
and payable in connection with, any health or welfare plans maintained and
controlled by AK Steel for the benefit of any of its employees or retirees, not
just the Class Members. In the event of a reversal, modification or
vacation of the Judgment that results in only part of the OPEB Obligations
returning to the responsibility of AK Steel, then AK Steel will be designated as
the sole fiduciary with respect to an appropriate pro-rata share of the VEBA
Trust assets relative to the portion of the OPEB Obligations for which AK Steel
has resumed responsibility.
Once
the Settlement becomes final and no longer subject to appeal, the Company’s only
remaining liability with respect to the OPEB Obligations to the Class Members
will be to contribute whatever portion of the $663.0 due to the VEBA that has
not yet been paid at that time. At the time of the Fairness Hearing,
the Company’s total OPEB liability for all of its retirees was approximately
$2.0 billion. Of that amount, approximately $1.0 billion was
attributable to the Class Members. Immediately following the Judgment
approving the Settlement, the Company’s total OPEB liability was reduced by
approximately $339.1. This reduction in the Company’s OPEB liability
will be treated as a negative plan amendment and amortized as a reduction to net
periodic benefit cost over approximately eleven years. This negative
plan amendment will result in an annual net periodic benefit cost reduction of
approximately $30.0 in addition to the lower interest costs associated with the
lower OPEB liability. Upon payment on March 4, 2008 of the initial
$468.0 contribution by the Company to the VEBA Trust in accordance with the
terms of the Settlement, the Company’s total OPEB liability was reduced further
to approximately $1.1 billion. The Company’s total OPEB liability
will be further reduced by the amount of each subsequent annual $65.0
payment. In total, it is expected that the $663.0 Settlement with the
Class Members, if the Judgment is upheld on appeal, ultimately will reduce the
Company’s total OPEB liability by approximately $1.0 billion.
Other
than as described above, under the terms of the Settlement, the Company will
have no other liability or responsibility with respect to OPEB Obligations to
the Class Members.
As
noted above, if the Judgment approving the Settlement is not affirmed on appeal,
the result will be that the Company resumes responsibility, in whole or in part
(depending upon the terms of the judicial decision reversing, vacating or
modifying the Judgment) for the OPEB Obligations to some or all of the Class
Members. Under such circumstances, the Company’s total OPEB liability would
increase accordingly, but the Company cannot reliably project at this time the
amount of that increase because it is dependent upon the specific terms of the
judicial decision. At that point, as to any such OPEB Obligations for
which the Company has resumed responsibility as a result of the judicial
decision, AK Steel would restart the retiree litigation and seek to judicially
enforce what it continues to believe is its contractual right to unilaterally
reduce,
or even completely eliminate, OPEB benefits provided to any Class Members as to
whom the Settlement no longer applies.
For
accounting purposes, a settlement of the Company’s OPEB Obligations related to
the Class Members will be deemed to have occurred when the Company makes the
last $65.0 payment called for under the Agreement, assuming that there are no
legal appeals pending at that time.
10. Fair Value
Measurements
The
Company adopted Statement of Financial Accounting Standards No. 157, “Fair Value
Measurements”, (“FAS 157”), effective January 1, 2008. Under this
standard, fair value is defined as the price that would be received to sell an
asset or paid to transfer a liability (i.e., the “exit price”) in an orderly
transaction between market participants at the measurement date.
In
determining fair value, the Company uses various valuation
approaches. The hierarchy is broken down into three levels based on
the reliability of inputs as follows:
Level
1 inputs are quoted prices in active markets for identical assets or liabilities
that the reporting entity has the ability to access at the measurement
date. An active market for the asset or liability is a market in
which transactions for the asset or liability occur with sufficient frequency
and volume to provide pricing information on an ongoing basis. The
value of these products does not entail a significant degree of
judgment.
Level
2 inputs are inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or
indirectly. Level 2 inputs include: Quoted prices for
similar assets or liabilities in active markets, inputs other than quoted prices
that are observable for the asset or liability, for example interest rates and
yield curves observable at commonly quoted intervals or current market and
contractual prices for the underlying financial instrument, as well as other
relevant economic measures.
Level
3 inputs are unobservable inputs for the asset or
liability. Unobservable inputs shall be used to measure fair value to
the extent that observable inputs are not available, thereby allowing for
situations in which there is little, if any, market activity for the asset or
liability at the measurement date.
The
following fair value table presents information about the Company’s assets and
liabilities measured at fair value on a recurring basis as of March 31,
2008. There were no valuations using Level 3 inputs.
|
|
Level
1
|
|
|
Level
2
|
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Available
for sale investments–
|
|
|
|
|
|
|
|
|
|
Marketable
equity securities (1)
|
|
$ |
15.9 |
|
|
$ |
— |
|
|
$ |
15.9 |
|
Commodity
hedge contracts (2)
|
|
|
— |
|
|
|
10.7 |
|
|
|
10.7 |
|
Assets
measured at fair value at March 31, 2008
|
|
$ |
15.9 |
|
|
$ |
10.7 |
|
|
$ |
26.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
(3):
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
exchange contracts
|
|
$ |
— |
|
|
$ |
1.6 |
|
|
$ |
1.6 |
|
Commodity
hedge contracts
|
|
|
— |
|
|
|
0.8 |
|
|
|
0.8 |
|
Liabilities
measured at fair value at March 31, 2008
|
|
$ |
— |
|
|
$ |
2.4 |
|
|
$ |
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
Included as
part of a Rabbi Trust and is included in Other investments on the
Condensed Consolidated Balance Sheet. |
|
|
|
|
|
|
|
|
|
|
(2 |
) |
Included in Other current assets on the Condensed consolidated
Balance Sheet. |
|
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
Included in
Accrued liabilities on the Condensed Consolidated Balance
Sheet. |
|
|
|
|
|
|
|
|
|
|
|
|
11. Supplemental Guarantor
Information
AK
Holding, along with AK Tube, LLC and AK Steel Investments Inc. (the “Guarantor
Subsidiaries”) fully and unconditionally, jointly and severally guarantee the
payment of interest, principal and premium, if any, on AK Steel’s 7-3/4% Senior
Notes Due 2012. AK Tube, LLC is owned 100% by AKS Investments Inc.
and AKS Investments Inc. is 100% owned by AK Steel. AK Steel is 100%
owned by AK Holding. The Company has determined that full financial
statements and other disclosures concerning AK Holding and the Guarantor
Subsidiaries would not be material to investors and, accordingly, those
financial statements are not presented. The presentation of the
supplemental guarantor information reflects all investments in subsidiaries
under the equity method. Net income (loss) of the subsidiaries
accounted for under the equity method is therefore reflected in their parents’
investment accounts. The principal elimination entries eliminate
investments in subsidiaries and inter-company balances and
transactions. The following supplemental condensed consolidating
financial statements present information about AK Holding, AK Steel, the
Guarantor Subsidiaries and the Other Subsidiaries. The
Other Subsidiaries are not guarantors of the above
notes.
Condensed
Statements of Operations
|
|
For
the Three Months Ended March 31, 2008
|
|
|
|
AK
Holding
|
|
|
AK
Steel
|
|
|
Guarantor
Subsidiaries
|
|
|
Other
Subsidiaries
|
|
|
Elimi-nations
|
|
|
Consolidated
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$ |
— |
|
|
$ |
1,658.5 |
|
|
$ |
57.4 |
|
|
$ |
127.9 |
|
|
$ |
(52.4 |
) |
|
$ |
1,791.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of products sold
|
|
|
— |
|
|
|
1,408.1 |
|
|
|
49.9 |
|
|
|
103.5 |
|
|
|
(48.3 |
) |
|
|
1,513.2 |
|
Selling
and administrative expenses
|
|
|
0.8 |
|
|
|
61.8 |
|
|
|
3.1 |
|
|
|
4.3 |
|
|
|
(13.5 |
) |
|
|
56.5 |
|
Depreciation
|
|
|
— |
|
|
|
50.2 |
|
|
|
1.7 |
|
|
|
0.1 |
|
|
|
— |
|
|
|
52.0 |
|
Total
operating costs
|
|
|
0.8 |
|
|
|
1,520.1 |
|
|
|
54.7 |
|
|
|
107.9 |
|
|
|
(61.8 |
) |
|
|
1,621.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
profit (loss)
|
|
|
(0.8 |
) |
|
|
138.4 |
|
|
|
2.7 |
|
|
|
20.0 |
|
|
|
9.4 |
|
|
|
169.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
— |
|
|
|
11.7 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11.7 |
|
Other
income (expense)
|
|
|
— |
|
|
|
(4.0 |
) |
|
|
3.7 |
|
|
|
13.1 |
|
|
|
(7.3 |
) |
|
|
5.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) before income taxes
|
|
|
(0.8 |
) |
|
|
122.7 |
|
|
|
6.4 |
|
|
|
33.1 |
|
|
|
2.1 |
|
|
|
163.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax provision (benefit)
|
|
|
(0.3 |
) |
|
|
52.2 |
|
|
|
2.3 |
|
|
|
10.9 |
|
|
|
(2.7 |
) |
|
|
62.4 |
|
Income
(loss) from continuing operations
|
|
|
(0.5 |
) |
|
|
70.5 |
|
|
|
4.1 |
|
|
|
22.2 |
|
|
|
4.8 |
|
|
|
101.1 |
|
Equity
in net income of subsidiaries
|
|
|
101.6 |
|
|
|
31.1 |
|
|
|
— |
|
|
|
— |
|
|
|
(132.7 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$ |
101.1 |
|
|
$ |
101.6 |
|
|
$ |
4.1 |
|
|
$ |
22.2 |
|
|
$ |
(127.9 |
) |
|
$ |
101.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed
Statements of Operations
|
|
For
the Three Months Ended March 31, 2007
|
|
|
|
|
|
AK
Holding
|
|
|
AK
Steel
|
|
|
Guarantor
Subsidiaries
|
|
|
Other
Subsidiaries
|
|
|
Elimi-
nations
|
|
|
Consolidated
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$ |
— |
|
|
$ |
1,628.3 |
|
|
$ |
64.7 |
|
|
$ |
93.4 |
|
|
$ |
(66.5 |
) |
|
$ |
1,719.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of products sold
|
|
|
— |
|
|
|
1,389.6 |
|
|
|
56.3 |
|
|
|
63.3 |
|
|
|
(28.3 |
) |
|
|
1,480.9 |
|
Selling
and administrative expenses
|
|
|
0.6 |
|
|
|
59.8 |
|
|
|
3.0 |
|
|
|
3.6 |
|
|
|
(12.9 |
) |
|
|
54.1 |
|
Depreciation
|
|
|
— |
|
|
|
48.0 |
|
|
|
1.7 |
|
|
|
0.1 |
|
|
|
— |
|
|
|
49.8 |
|
Pension
curtailment charge
|
|
|
— |
|
|
|
15.1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15.1 |
|
Total
operating costs
|
|
|
0.6 |
|
|
|
1,512.5 |
|
|
|
61.0 |
|
|
|
67.0 |
|
|
|
(41.2 |
) |
|
|
1,599.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
profit (loss)
|
|
|
(0.6 |
) |
|
|
115.8 |
|
|
|
3.7 |
|
|
|
26.4 |
|
|
|
(25.3 |
) |
|
|
120.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
— |
|
|
|
24.1 |
|
|
|
— |
|
|
|
1.3 |
|
|
|
(0.8 |
) |
|
|
24.6 |
|
Other
income (expense)
|
|
|
— |
|
|
|
(13.3 |
) |
|
|
— |
|
|
|
8.5 |
|
|
|
8.9 |
|
|
|
4.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) before income taxes
|
|
|
(0.6 |
) |
|
|
78.4 |
|
|
|
3.7 |
|
|
|
33.6 |
|
|
|
(15.6 |
) |
|
|
99.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax provision
|
|
|
— |
|
|
|
35.7 |
|
|
|
— |
|
|
|
1.1 |
|
|
|
— |
|
|
|
36.8 |
|
Income
(loss) from continuing operations
|
|
|
(0.6 |
) |
|
|
42.7 |
|
|
|
3.7 |
|
|
|
32.5 |
|
|
|
(15.6 |
) |
|
|
62.7 |
|
Equity
in net income of subsidiaries
|
|
|
63.3 |
|
|
|
20.6 |
|
|
|
— |
|
|
|
— |
|
|
|
(83.9 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$ |
62.7 |
|
|
$ |
63.3 |
|
|
$ |
3.7 |
|
|
$ |
32.5 |
|
|
$ |
(99.5 |
) |
|
$ |
62.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed
Balance Sheets
|
|
As
of March 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AK
Holding
|
|
|
AK
Steel
|
|
|
Guarantor
Subsidiaries
|
|
|
Other
Subsidiaries
|
|
|
Elimi-
nations
|
|
|
Consolidated
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$ |
— |
|
|
$ |
261.6 |
|
|
$ |
— |
|
|
$ |
10.7 |
|
|
$ |
— |
|
|
$ |
272.3 |
|
Accounts
receivable, net
|
|
|
— |
|
|
|
652.4 |
|
|
|
27.0 |
|
|
|
77.3 |
|
|
|
(0.9 |
) |
|
|
755.8 |
|
Inventories,
net
|
|
|
— |
|
|
|
717.0 |
|
|
|
24.0 |
|
|
|
82.9 |
|
|
|
(42.2 |
) |
|
|
781.7 |
|
Deferred
tax asset
|
|
|
— |
|
|
|
358.8 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
358.8 |
|
Other
current assets
|
|
|
0.3 |
|
|
|
41.2 |
|
|
|
0.5 |
|
|
|
0.6 |
|
|
|
— |
|
|
|
42.6 |
|
Total
Current Assets
|
|
|
0.3 |
|
|
|
2,031.0 |
|
|
|
51.5 |
|
|
|
171.5 |
|
|
|
(43.1 |
) |
|
|
2,211.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property,
Plant and Equipment
|
|
|
— |
|
|
|
5,059.7 |
|
|
|
87.6 |
|
|
|
12.5 |
|
|
|
— |
|
|
|
5,159.8 |
|
Less
accumulated depreciation
|
|
|
— |
|
|
|
(3,071.9 |
) |
|
|
(36.0 |
) |
|
|
(9.2 |
) |
|
|
— |
|
|
|
(3,117.1 |
) |
Property,
Plant and Equipment, Net
|
|
|
— |
|
|
|
1,987.8 |
|
|
|
51.6 |
|
|
|
3.3 |
|
|
|
— |
|
|
|
2,042.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
in AFSG Holdings, Inc.
|
|
|
— |
|
|
|
— |
|
|
|
55.6 |
|
|
|
— |
|
|
|
— |
|
|
|
55.6 |
|
Investment
in affiliates
|
|
|
(856.7 |
) |
|
|
587.9 |
|
|
|
40.1 |
|
|
|
900.5 |
|
|
|
(671.8 |
) |
|
|
— |
|
Inter-company
accounts
|
|
|
2,279.4 |
|
|
|
(2,286.2 |
) |
|
|
(56.1 |
) |
|
|
(303.8 |
) |
|
|
366.7 |
|
|
|
— |
|
Other
investments
|
|
|
— |
|
|
|
20.1 |
|
|
|
— |
|
|
|
22.2 |
|
|
|
— |
|
|
|
42.3 |
|
Goodwill
|
|
|
— |
|
|
|
(0.1 |
) |
|
|
32.9 |
|
|
|
4.3 |
|
|
|
— |
|
|
|
37.1 |
|
Other
intangible assets
|
|
|
— |
|
|
|
— |
|
|
|
0.3 |
|
|
|
— |
|
|
|
— |
|
|
|
0.3 |
|
Deferred
tax asset
|
|
|
— |
|
|
|
356.0 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
356.0 |
|
Other
assets
|
|
|
— |
|
|
|
18.6 |
|
|
|
— |
|
|
|
(0.1 |
) |
|
|
— |
|
|
|
18.5 |
|
TOTAL
ASSETS
|
|
$ |
1,423.0 |
|
|
$ |
2,715.1 |
|
|
$ |
175.9 |
|
|
$ |
797.9 |
|
|
$ |
(348.2 |
) |
|
$ |
4,763.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
— |
|
|
|
737.0 |
|
|
|
7.8 |
|
|
|
12.2 |
|
|
|
(0.9 |
) |
|
|
756.1 |
|
Accrued
liabilities
|
|
|
— |
|
|
|
192.2 |
|
|
|
2.8 |
|
|
|
9.4 |
|
|
|
— |
|
|
|
204.4 |
|
Current
portion of long-term debt
|
|
|
— |
|
|
|
12.8 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12.8 |
|
Pension
and other postretirement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
benefit
obligations
|
|
|
— |
|
|
|
159.7 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
159.7 |
|
Total
Current Liabilities
|
|
|
— |
|
|
|
1,101.7 |
|
|
|
10.6 |
|
|
|
21.6 |
|
|
|
(0.9 |
) |
|
|
1,133.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
debt
|
|
|
— |
|
|
|
652.5 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
652.5 |
|
Pension
and other postretirement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
benefit
obligations
|
|
|
— |
|
|
|
1,646.3 |
|
|
|
1.1 |
|
|
|
— |
|
|
|
— |
|
|
|
1,647.4 |
|
Other
liabilities
|
|
|
— |
|
|
|
171.3 |
|
|
|
— |
|
|
|
3.0 |
|
|
|
2.3 |
|
|
|
176.6 |
|
Total
Non-current Liabilities
|
|
|
— |
|
|
|
2,470.1 |
|
|
|
1.1 |
|
|
|
3.0 |
|
|
|
2.3 |
|
|
|
2,476.5 |
|
TOTAL
LIABILITIES
|
|
|
— |
|
|
|
3,571.8 |
|
|
|
11.7 |
|
|
|
24.6 |
|
|
|
1.4 |
|
|
|
3,609.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
1,423.0 |
|
|
|
(856.7 |
) |
|
|
164.2 |
|
|
|
773.3 |
|
|
|
(349.6 |
) |
|
|
1,154.2 |
|
TOTAL
LIABILITIES AND EQUITY
|
|
$ |
1,423.0 |
|
|
$ |
2,715.1 |
|
|
$ |
175.9 |
|
|
$ |
797.9 |
|
|
$ |
(348.2 |
) |
|
$ |
4,763.7 |
|
Condensed
Balance Sheets
|
|
As
of December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AK
Holding
|
|
|
AK
Steel
|
|
|
Guarantor
Subsidiaries
|
|
|
Other
Subsidiaries
|
|
|
Elimi-
nations
|
|
|
Consolidated
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$ |
— |
|
|
$ |
699.0 |
|
|
$ |
— |
|
|
$ |
14.6 |
|
|
$ |
— |
|
|
$ |
713.6 |
|
Accounts
receivable, net
|
|
|
— |
|
|
|
582.2 |
|
|
|
25.3 |
|
|
|
69.0 |
|
|
|
(1.5 |
) |
|
|
675.0 |
|
Inventories,
net
|
|
|
— |
|
|
|
597.7 |
|
|
|
19.6 |
|
|
|
68.4 |
|
|
|
(38.9 |
) |
|
|
646.8 |
|
Deferred
tax asset
|
|
|
— |
|
|
|
357.6 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
357.6 |
|
Other
current assets
|
|
|
0.2 |
|
|
|
32.9 |
|
|
|
0.3 |
|
|
|
0.4 |
|
|
|
— |
|
|
|
33.8 |
|
Total
Current Assets
|
|
|
0.2 |
|
|
|
2,269.4 |
|
|
|
45.2 |
|
|
|
152.4 |
|
|
|
(40.4 |
) |
|
|
2,426.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property,
Plant and Equipment
|
|
|
— |
|
|
|
5,031.5 |
|
|
|
87.2 |
|
|
|
12.4 |
|
|
|
— |
|
|
|
5,131.1 |
|
Less
accumulated depreciation
|
|
|
— |
|
|
|
(3,021.8 |
) |
|
|
(34.3 |
) |
|
|
(9.1 |
) |
|
|
— |
|
|
|
(3,065.2 |
) |
Property,
Plant and Equipment, Net
|
|
|
— |
|
|
|
2,009.7 |
|
|
|
52.9 |
|
|
|
3.3 |
|
|
|
— |
|
|
|
2,065.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
in AFSG Holdings, Inc.
|
|
|
— |
|
|
|
— |
|
|
|
55.6 |
|
|
|
— |
|
|
|
— |
|
|
|
55.6 |
|
Investments
in affiliates
|
|
|
(930.6 |
) |
|
|
930.6 |
|
|
|
40.1 |
|
|
|
879.4 |
|
|
|
(919.5 |
) |
|
|
— |
|
Inter-company
accounts
|
|
|
1,805.1 |
|
|
|
(2,446.6 |
) |
|
|
(54.9 |
) |
|
|
(284.2 |
) |
|
|
980.6 |
|
|
|
— |
|
Other
investments
|
|
|
— |
|
|
|
21.1 |
|
|
|
— |
|
|
|
21.8 |
|
|
|
— |
|
|
|
42.9 |
|
Goodwill
|
|
|
— |
|
|
|
— |
|
|
|
32.9 |
|
|
|
4.2 |
|
|
|
— |
|
|
|
37.1 |
|
Other
intangible assets
|
|
|
— |
|
|
|
— |
|
|
|
0.3 |
|
|
|
— |
|
|
|
— |
|
|
|
0.3 |
|
Deferred
tax asset
|
|
|
— |
|
|
|
549.5 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
549.5 |
|
Other
assets
|
|
|
— |
|
|
|
19.1 |
|
|
|
— |
|
|
|
0.2 |
|
|
|
— |
|
|
|
19.3 |
|
TOTAL
ASSETS
|
|
$ |
874.7 |
|
|
$ |
3,352.8 |
|
|
$ |
172.1 |
|
|
$ |
777.1 |
|
|
$ |
20.7 |
|
|
$ |
5,197.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
— |
|
|
|
570.2 |
|
|
|
6.3 |
|
|
|
13.2 |
|
|
|
(1.5 |
) |
|
|
588.2 |
|
Accrued
liabilities
|
|
|
— |
|
|
|
199.1 |
|
|
|
3.3 |
|
|
|
11.6 |
|
|
|
— |
|
|
|
214.0 |
|
Current
portion of long-term debt
|
|
|
— |
|
|
|
12.7 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12.7 |
|
Pension
and other postretirement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
benefit
obligations
|
|
|
— |
|
|
|
158.0 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
158.0 |
|
Total
Current Liabilities
|
|
|
— |
|
|
|
940.0 |
|
|
|
9.6 |
|
|
|
24.8 |
|
|
|
(1.5 |
) |
|
|
972.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
debt
|
|
|
— |
|
|
|
652.7 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
652.7 |
|
Pension
and other postretirement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
benefit
obligations
|
|
|
— |
|
|
|
2,536.2 |
|
|
|
1.0 |
|
|
|
— |
|
|
|
— |
|
|
|
2,537.2 |
|
Other
liabilities
|
|
|
— |
|
|
|
154.5 |
|
|
|
— |
|
|
|
3.0 |
|
|
|
2.4 |
|
|
|
159.9 |
|
Total
Non-current Liabilities
|
|
|
— |
|
|
|
3,343.4 |
|
|
|
1.0 |
|
|
|
3.0 |
|
|
|
2.4 |
|
|
|
3,349.8 |
|
TOTAL
LIABILITIES
|
|
|
— |
|
|
|
4,283.4 |
|
|
|
10.6 |
|
|
|
27.8 |
|
|
|
0.9 |
|
|
|
4,322.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
874.7 |
|
|
|
(930.6 |
) |
|
|
161.5 |
|
|
|
749.3 |
|
|
|
19.8 |
|
|
|
874.7 |
|
TOTAL
LIABILITIES AND EQUITY
|
|
$ |
874.7 |
|
|
$ |
3,352.8 |
|
|
$ |
172.1 |
|
|
$ |
777.1 |
|
|
$ |
20.7 |
|
|
$ |
5,197.4 |
|
Condensed
Statements of Cash Flows
|
|
For
the Three Months Ended March 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AK
Holding
|
|
|
AK
Steel
|
|
|
Guarantor
Subsidiaries
|
|
|
Other
Subsidiaries
|
|
|
Elimi-
nations
|
|
|
Consolidated
Company
|
|
Net
cash flow from operating activities
|
|
$ |
(0.4 |
) |
|
$ |
(404.6 |
) |
|
$ |
0.9 |
|
|
$ |
(4.0 |
) |
|
$ |
7.9 |
|
|
$ |
(400.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
investments
|
|
|
— |
|
|
|
(35.7 |
) |
|
|
(0.8 |
) |
|
|
(0.1 |
) |
|
|
— |
|
|
|
(36.6 |
) |
Other
|
|
|
— |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
(0.1 |
) |
|
|
— |
|
|
|
0.1 |
|
Net
cash flow from investing activities
|
|
|
— |
|
|
|
(35.6 |
) |
|
|
(0.7 |
) |
|
|
(0.2 |
) |
|
|
— |
|
|
|
(36.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
payments on long-term debt
|
|
|
— |
|
|
|
(0.1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.1 |
) |
Proceeds
from exercise of stock options
|
|
|
2.3 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2.3 |
|
Purchase
of treasury stock
|
|
|
(9.1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(9.1 |
) |
Common
stock dividends paid
|
|
|
(5.6 |
) |
|
|
— |
|
|
|
(3.6 |
) |
|
|
(3.8 |
) |
|
|
7.4 |
|
|
|
(5.6 |
) |
Excess
tax benefits from stock-based
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
transactions
|
|
|
— |
|
|
|
7.3 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7.3 |
|
Inter-company
activity
|
|
|
12.8 |
|
|
|
(4.5 |
) |
|
|
3.5 |
|
|
|
3.5 |
|
|
|
(15.3 |
) |
|
|
— |
|
Other
|
|
|
— |
|
|
|
0.1 |
|
|
|
(0.1 |
) |
|
|
0.6 |
|
|
|
— |
|
|
|
0.6 |
|
Net
cash flow from financing activities
|
|
|
0.4 |
|
|
|
2.8 |
|
|
|
(0.2 |
) |
|
|
0.3 |
|
|
|
(7.9 |
) |
|
|
(4.6 |
) |
Net
increase (decrease)
|
|
|
— |
|
|
|
(434.7 |
) |
|
|
— |
|
|
|
(3.9 |
) |
|
|
— |
|
|
|
(441.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and equivalents, beginning of period
|
|
|
— |
|
|
|
699.0 |
|
|
|
— |
|
|
|
14.6 |
|
|
|
— |
|
|
|
713.6 |
|
Cash
and equivalents, end of period
|
|
$ |
— |
|
|
$ |
261.6 |
|
|
$ |
— |
|
|
$ |
10.7 |
|
|
$ |
— |
|
|
$ |
272.3 |
|
Condensed
Statements of Cash Flows
|
|
For
the Three Months Ended March 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AK
Holding
|
|
|
AK
Steel
|
|
|
Guarantor
Subsidiaries
|
|
|
Other
Subsidiaries
|
|
|
Elimi-
nations
|
|
|
Consolidated
Company
|
|
Net
cash flow from operating activities
|
|
$ |
3.1 |
|
|
$ |
(618.5 |
) |
|
$ |
(1.0 |
) |
|
$ |
629.1 |
|
|
$ |
(17.3 |
) |
|
$ |
(4.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
investments
|
|
|
— |
|
|
|
(14.7 |
) |
|
|
(0.6 |
) |
|
|
(0.1 |
) |
|
|
— |
|
|
|
(15.4 |
) |
Restricted
cash to collateralize
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
letter
of credit
|
|
|
— |
|
|
|
12.6 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12.6 |
|
Proceeds
from draw on restricted funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for
emission control expenditures
|
|
|
— |
|
|
|
0.3 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.3 |
|
Other
|
|
|
— |
|
|
|
0.6 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.6 |
|
Net
cash flow from investing activities
|
|
|
— |
|
|
|
(1.2 |
) |
|
|
(0.6 |
) |
|
|
(0.1 |
) |
|
|
— |
|
|
|
(1.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
payments on long-term debt
|
|
|
— |
|
|
|
(225.0 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(225.0 |
) |
Proceeds
from exercise of stock options
|
|
|
3.5 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3.5 |
|
Purchase
of treasury stock
|
|
|
(1.4 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1.4 |
) |
Inter-company
activity
|
|
|
(5.2 |
) |
|
|
611.4 |
|
|
|
7.0 |
|
|
|
(630.2 |
) |
|
|
17.0 |
|
|
|
— |
|
Excess
tax benefits from stock-based
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
transactions
|
|
|
— |
|
|
|
2.9 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2.9 |
|
Fees
related to new credit facility
|
|
|
— |
|
|
|
(2.6 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2.6 |
) |
Other
|
|
|
— |
|
|
|
(0.5 |
) |
|
|
— |
|
|
|
— |
|
|
|
0.3 |
|
|
|
(0.2 |
) |
Net
cash flow from financing activities
|
|
|
(3.1 |
) |
|
|
386.2 |
|
|
|
7.0 |
|
|
|
(630.2 |
) |
|
|
17.3 |
|
|
|
(222.8 |
) |
Net
increase (decrease)
|
|
|
— |
|
|
|
(233.5 |
) |
|
|
5.4 |
|
|
|
(1.2 |
) |
|
|
— |
|
|
|
(229.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and equivalents, beginning of period
|
|
|
— |
|
|
|
510.5 |
|
|
|
— |
|
|
|
8.9 |
|
|
|
— |
|
|
|
519.4 |
|
Cash
and equivalents, end of period
|
|
$ |
— |
|
|
$ |
277.0 |
|
|
$ |
5.4 |
|
|
$ |
7.7 |
|
|
$ |
— |
|
|
$ |
290.1 |
|
Item
2.
|
|
|
(dollars
in millions, except per share and per ton
data)
|
Results of
Operations
The
Company’s operations consist of seven steelmaking and finishing plants located
in Indiana, Kentucky, Ohio and Pennsylvania that produce flat-rolled carbon
steels, including premium quality coated, cold-rolled and hot-rolled products,
and specialty stainless and electrical steels that are sold in slab, hot band,
and sheet and strip form. The Company’s operations also include AK
Tube LLC, which further finishes flat-rolled carbon and stainless steel at two
tube plants located in Ohio and Indiana into welded steel tubing used in the
automotive, large truck and construction markets. In addition, the
Company’s operations include European trading companies that buy and sell steel,
steel products and other materials.
Steel
shipments for the three months ended March 31, 2008 and 2007 were 1,578,400 tons
and 1,596,200 tons, respectively. For the three months ended March
31, 2008, value-added products comprised 81.3% of total shipments, up slightly
from 81.0% reported in the first three months of 2007. The decline in
stainless/electrical shipments is principally attributable to reduced demand for
stainless steel products due to weaker appliance and automotive demand and
reduced demand for lower-end electrical steel products utilized in the housing
market. However, demand for higher-end electrical steel products
remains strong. The increase in coated shipments is primarily related
to increased shipments of aluminized and electrogalvanized products as a result
of increased customer demand for these products. This change is the
result of the Company continuing to focus on maximizing product profitability
based on current market demand, including taking advantage of the currently
strong spot market. The following presents net shipments by product
line:
|
|
For
the Three Months Ended March 31,
|
|
(tons
in thousands)
|
|
2008
|
|
|
2007
|
|
Stainless
/ electrical
|
|
|
237.1 |
|
|
|
15.0 |
% |
|
|
276.0 |
|
|
|
17.3 |
% |
Coated
|
|
|
706.3 |
|
|
|
44.7 |
% |
|
|
667.5 |
|
|
|
41.8 |
% |
Cold-rolled
|
|
|
307.0 |
|
|
|
19.5 |
% |
|
|
309.3 |
|
|
|
19.4 |
% |
Tubular
|
|
|
33.4 |
|
|
|
2.1 |
% |
|
|
39.9 |
|
|
|
2.5 |
% |
Subtotal
value-added shipments
|
|
|
1,283.8 |
|
|
|
81.3 |
% |
|
|
1,292.7 |
|
|
|
81.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hot-rolled
|
|
|
237.7 |
|
|
|
15.1 |
% |
|
|
235.0 |
|
|
|
14.7 |
% |
Secondary
|
|
|
56.9 |
|
|
|
3.6 |
% |
|
|
68.5 |
|
|
|
4.3 |
% |
Subtotal
non value-added shipments
|
|
|
294.6 |
|
|
|
18.7 |
% |
|
|
303.5 |
|
|
|
19.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
shipments
|
|
|
1,578.4 |
|
|
|
100.0 |
% |
|
|
1,596.2 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the quarter ended March 31, 2008, net sales were $1,791.4, reflecting a 4%
increase from the $1,719.9 reported for the corresponding period in
2007. This represents the second highest quarterly sales level in the
Company’s history. The Company’s average steel selling price
increased from $1,078 per ton in the first three months of 2007 to a record
$1,135 per ton in the first three months of 2008. The increases in
net sales and average selling price were the result of higher contract sales
prices, higher surcharges and higher spot market prices.
Selling
and administrative expense for the first quarter of 2008 was $56.5 versus $54.1
for the same period of 2007. The increase is due primarily to
increased compensation and benefits. Depreciation expense was $52.0
for the first quarter of 2008, slightly higher than the $49.8 for the first
quarter of 2007. The increase reflects the impact of the various
capital investments in 2007 primarily related to the expansion of the Company’s
high-end electrical steel product capabilities.
For
the first quarter of 2008, the Company recorded an operating profit of $169.7,
or $108 per ton, compared to operating profit of $120.0, or $75 per ton, in the
first quarter of 2007. The year-over-year improvement was the result
of multiple factors. With respect to revenue, these factors
principally included higher contract and spot market pricing for the Company’s
carbon, stainless and electrical products. With respect to costs,
these factors principally included increased raw material and energy costs,
including scrap, iron ore, coating metals, purchased carbon slabs and natural
gas. As a result of these increased costs for raw materials and
energy, the Company’s LIFO charge increased to $59.4 for the three months ending
March 31, 2008, as compared to $48.5 for the three months ended March 31,
2007. These increased costs were partially offset by lower total
employment costs in the first quarter of 2008 versus the first quarter of 2007
as the result of new labor agreements – principally the new labor agreement
reached in mid-March of 2007 with the International Association of Machinists
(“IAM”) with respect to the represented employees at Middletown
Works. That agreement resulted in lower, more competitive labor
costs. Because that agreement was not ratified until nearly the end
of the first quarter of 2007, the Company did not realize much of the benefit of
those lower costs during that quarter, but did benefit from those lower costs
for the full first quarter of 2008.
Also
in the first quarter of 2007, the Company incurred a non-cash pension benefit
curtailment charge of $15.1 in connection with a new labor agreement with the
represented employees at the Company’s Mansfield Works and there was no similar
charge in the first quarter of 2008. In addition to the lower costs
from these labor agreements, the Company also has benefited from the settlement
of the litigation with a class of retirees at Middletown Works concerning
retiree healthcare benefits. That settlement was approved by the
court and became effective February 29, 2008. See discussion of
“Middletown Works Retiree Healthcare Benefits Litigation” in Item 1, Note 9,
above. This settlement has lowered the Company’s net periodic benefit
cost for Other Postretirement Benefits and, subject to the judgment approving
the settlement being affirmed on appeal, it will continue to do so on an ongoing
basis. The net periodic benefit cost will be lower as a result of the
$339.1 negative plan amendment which will be amortized over approximately eleven
years and the lower interest cost associated with the lower
obligation. This settlement lowered net periodic benefit cost in the
first quarter of 2008 by approximately $6.5 and will lower this cost by
approximately $58.9 ratably over the remainder of the year.
The
Company experienced an unplanned outage at its Ashland Works blast furnace late
in the third quarter of 2007 that continued into the fourth quarter
2007. In the first quarter of 2008, the Company recorded a reduction
to cost of sales and a corresponding accounts receivable insurance recovery of
$6.0, in addition to $34.0 recorded in 2007, for a total of $40.0 in direct
costs associated with the blast furnace outage. Of this amount, $15.0
was received in 2007, reducing the amount of the account receivable to
$25.0. This amount is expected to be received during
2008.
For
the first quarter of 2008, the Company’s interest expense was $11.7, a decrease
of $12.9 over the same period in 2007 reflecting the benefit of the $225.0 early
redemption in the first quarter of 2007 of the Company’s $450.0 senior notes
that were due in 2009. There were also redemptions in the second and
third quarters of 2007 for $75.0 and $150.0, respectively.
Income
taxes recorded for the year 2008 have been estimated at approximately 38% based
on year-to-date income and projected results for the full year. The
final effective tax rate to be applied to 2008 will depend on the actual amount
of taxable income generated by the Company for the full year.
The
Company’s net income in the three months ended March 31, 2008 was $101.1, or
$0.90 per diluted share, compared to $62.7, or $0.56 per diluted share, in the
first quarter of 2007. The favorable performance was the result of
the items discussed above.
Outlook
All
of the statements in this “Outlook” section are subject to, and qualified by,
the cautionary information set forth under the heading “Forward-Looking
Statements.”
The
Company expects improved second quarter earnings as compared to the first
quarter of 2008. The principal reasons for this expected continued
improvement are anticipated higher shipments and higher revenue from increased
selling prices, primarily in the spot market. These improvements are
expected to be partially offset by higher raw material and energy input costs,
including with respect to iron ore, scrap, chrome and natural gas. In
addition, the Company expects planned maintenance costs to be approximately
$40.0 higher in the second quarter, primarily the result of a planned
eighteen-day Middletown Works blast furnace outage which was completed in late
April 2008. Additional details with respect to expectations for the
second quarter are set forth below, but overall, the Company is currently
forecasting an operating profit for the second quarter of 2008 of approximately
$125 per ton.
Shipments
for the second quarter of 2008 are expected to increase by about 8% compared to
the first quarter of 2008 to an estimated 1,700,000 tons. In
addition, the Company anticipates record average selling prices for its products
in the second quarter, with an expected increase of approximately $100 per ton
compared to the first quarter of 2008. The increase in average
selling price is primarily being driven by increased carbon spot market
prices. The Company announced eight spot market price increases since
the beginning of 2008, but the full benefit of those increased prices will not
be realized until the second quarter. Those price increases were
driven principally by continued strong demand for the Company’s products, in
particular its carbon steel products. They also are being driven by
the need to recover unprecedented increases in steelmaking inputs, including in
particular iron ore and scrap, which have been announced
recently. Surcharges associated with this continued rise in raw
material input costs also are expected to increase in the second
quarter. As a result of the anticipated higher shipments, record
average selling prices and increased surcharges, the Company expects record
quarterly revenues for the second quarter of 2008.
Liquidity and Capital
Resources
At
March 31, 2008, the Company had total liquidity of $951.7 consisting of $272.3
of cash and cash equivalents and $679.4 of availability under the Company’s
$850.0 five-year revolving credit facility. At March 31, 2008, there
were no outstanding borrowings under the credit facility; however, availability
was reduced by $170.6 due to outstanding letters of
credit. Availability under the credit facility fluctuates monthly
based on the varying levels of eligible collateral. It is secured by
the Company’s inventory and accounts receivable.
Cash
used by operations totaled $400.2 for the three months ended March 31,
2008. The primary source of cash was net income from the Company’s
operating activities. This was offset by the Company’s uses of cash
in the first quarter of 2008 related to the Company’s $468.0 Middletown Works
retirees VEBA contribution and a $75.0 early pension contribution, as described
in more detail below, along with a $36.6 increase in the Company’s working
capital. The increase in working capital resulted from higher
accounts receivable associated with the higher quarterly revenues and
inventories in preparation for a planned eighteen-day blast furnace outage at
the Company’s Middletown Works in the second quarter, but was offset by higher
accounts payable related to an increase in raw materials costs.
During
the first quarter of 2008, the Company made an early pension contribution of
$75.0. The Company also has announced plans to make an additional
early pension contribution of $75.0 by the end of the second quarter of
2008. That additional contribution is expected to fully satisfy the
Company’s pension contribution obligation for 2008 and will increase its total
pension contributions since 2005 to $759.0. Currently, the Company
estimates required pension contributions for 2009 and 2010 each to be in the
range of $170.0 to $180.0. The calculation of estimated future
pension contributions requires the use of assumptions concerning future
events. The most significant of these assumptions relate to future
investment performance of the pension funds, actuarial data relating to plan
participants and the benchmark interest rate used to discount future benefits to
their present value. Because of the variability of factors underlying these
assumptions, including the possibility of future pension legislation, the
reliability of estimated future pension contributions decreases as the length of
time until the contributions must be made increases.
In
the first quarter of 2008, the Company reached a settlement with the Middletown
Works retirees that requires the Company to make a total of $663.0 in payments
to a VEBA trust. The Company made the initial contribution of $468.0
in March 2008 and is required to make three subsequent annual payments of
$65.0. During the three months ended March 31, 2008, net cash used by
investing activities totaled $36.5, primarily from capital
investments. Capital spending for the year 2008 is expected to total
approximately $200.0.
During
the first quarter of 2008, cash used by financing activities totaled $4.6,
primarily the result of common stock dividends paid of $5.6 and purchase of
treasury stock of $9.1, partially offset by excess tax benefits from stock-based
compensation of $7.3 and proceeds from the exercise of stock options of
$2.3.
On
March 24, 2008, the Company’s Board of Directors approved a 20-year supply
contract with SunCoke Energy, Inc. (“SunCoke”) to provide the Company with
metallurgical-grade coke and electrical power. The coke and power
will come from a new facility to be constructed, owned and operated by SunCoke
adjacent to the Company’s Middletown Works. The proposed new facility
will produce about 550,000 tons of coke and 50 megawatts of electrical power
annually. The anticipated cost to build the facility is approximately
$340.0. Under the agreement, the Company will purchase all of the
coke and electrical power generated from the new plant for at least 20 years,
helping the Company achieve its goal of more fully integrating its raw material
supply and providing about 25% of the power requirements of Middletown
Works. The agreement is contingent upon, among other conditions,
SunCoke receiving all necessary local, state and federal approvals and permits,
as well as available economic incentives, to build and operate the proposed new
facility. There are no plans to idle any existing cokemaking capacity
if the proposed SunCoke project is consummated.
Forward-Looking
Statements
Certain
statements made or incorporated by reference in this Form 10-Q, or made in press
releases or in oral presentations made by Company employees, reflect
management’s estimates and beliefs and are intended to be, and are hereby
identified as “forward-looking statements” for purposes of the safe harbor
provisions of the Private Securities Litigation Reform Act of
1995. These include, but are not limited to, the paragraphs herein
entitled “Outlook,” “Liquidity and Capital Resources” and “Risk
Factors.”
As
discussed in its Annual Report on Form 10-K for the year ended December 31,
2007, the Company cautions readers that such forward-looking statements involve
risks and uncertainties that could cause actual results to differ materially
from those currently expected by management. See “Risk Factors” in
Part II, Item 1A of this report and in Part I, Item 1A of the Company’s Form
10-K for the year ended December 31, 2007.
Except
as required by law, the Company disclaims any obligation to update any
forward-looking statements to reflect future developments of
events.
In
the ordinary course of business, the Company is exposed to market risk for price
fluctuations of raw materials and energy sources. In 2008, the prices
of raw materials and energy, including iron ore, scrap, chrome, aluminum and
natural gas, have increased significantly and these items remain
volatile. The amount of increases in natural gas and raw
material costs which the Company will be able to pass on to its customers in the
form of a surcharge or increased pricing is uncertain.
The
Company uses cash settled commodity price swaps and/or options to hedge the
market risk associated with the purchase of certain of its raw materials and
energy requirements. Such hedges routinely are used with respect to a
portion of the Company’s natural gas and nickel requirements and are
sometimes used with respect to its aluminum and zinc
requirements. The Company’s hedging strategy is designed to protect
it against normal volatility. However, abnormal price increases in
any of these commodity markets could negatively impact operating
costs. Gains and losses from the use of these instruments are
deferred in accumulated other comprehensive income on the condensed consolidated
balance sheets and recognized into cost of products sold in the same period as
the underlying transaction. At March 31, 2008, accumulated other
comprehensive income included $23.1 in unrealized gains, net of tax, for
the fair value of these derivative instruments. The following table
presents the negative effect on pretax income of a hypothetical change in the
fair value of derivative instruments outstanding at March 31, 2008, due to an
assumed 10% and 25% decrease in the market price of each of the indicated
commodities.
Commodity Derivative
|
|
10% Decrease
|
|
|
25% Decrease
|
|
Natural
Gas
|
|
$ |
6.5 |
|
|
$ |
16.5 |
|
Nickel
|
|
|
0.5 |
|
|
|
1.2 |
|
Because
these instruments are structured and used as hedges, these hypothetical losses
would be offset by the benefit of lower prices paid for the physical
commodity. The Company currently does not enter into swap or option
contracts for trading purposes.
The
Company is also subject to risks of exchange rate fluctuations on a small
portion of inter-company receivables that are denominated in foreign
currencies. The Company occasionally uses forward currency contracts
to manage exposures to certain of these currency price
fluctuations. At March 31, 2008, the Company had outstanding forward
currency contracts with a total notional value of $33.5 for the sale of
euros. Based on the contracts outstanding at March 31, 2008, a 10%
increase in the dollar to euro exchange rate would result in a $3.3 pretax loss
in the value of these contracts, which would offset the income benefit of a more
favorable exchange rate.
The
Company maintains a system of disclosure controls and procedures that is
designed to provide reasonable assurance that information is timely disclosed
and accumulated and communicated to management in a timely
fashion. An evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures (as defined in Rule
13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) was performed as of the end of the period covered by this
report. This evaluation was performed under the supervision and with
the participation of management, including the Chief Executive Officer and Chief
Financial Officer. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the Company’s disclosure
controls and procedures are effective to provide reasonable assurance that
information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act is accumulated and communicated to management,
including the Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure and are
effective to provide reasonable assurance that such information is recorded,
processed, summarized and reported within the time periods specified by the
SEC’s rules and forms.
There
has been no change in the Company’s internal control over financial reporting
during the quarter covered by this report that has materially affected, or is
reasonably likely to materially affect, its internal control over financial
reporting.
The
following are updates to the Company’s descriptions of pending legal proceedings
and environmental matters reported in its Annual Report on Form 10-K for the
calendar year 2007:
As
previously reported, on June 29, 2000, the United States filed a complaint on
behalf of the EPA against AK Steel in the U.S. District Court for the Southern
District of Ohio (the “Court”), Case No. C-1-00530, for alleged violations of
the Clean Air Act, the Clean Water Act and the RCRA at the Middletown
Works. Subsequently, the State of Ohio, the Sierra Club and the
National Resources Defense Council intervened. On April 3, 2006, a
proposed Consent Decree in Partial Resolution of Pending Claims (the “Consent
Decree”), executed by all parties, was lodged with the Court. After a
30-day notice period, the Consent Decree was entered by the Court on May 15,
2006. Under the Consent Decree, the Company will implement certain
RCRA corrective action interim measures to address polychlorinated biphenyls
(“PCBs”) in sediments and soils relating to Dicks Creek and certain other
specified surface waters, adjacent floodplain areas, and other previously
identified geographic areas. The Company also will undertake a comprehensive
RCRA facility investigation at its Middletown Works and, as appropriate,
complete a corrective measures study. Under the Consent Decree, the Company paid
a civil penalty of $0.46 and will perform a supplemental environmental project
that will remove ozone-depleting refrigerants from certain equipment at an
estimated cost of $0.85.
The
Company anticipates that the cost of the remaining work required under the
Consent Decree will be approximately $18.0, consisting of approximately $3.2 in
capital investments and $14.8 in expenses. The Company has accrued
the $14.8 for anticipated expenses associated with this project. The
Company is in the process of completing work to more definitively delineate the
soils and sediments which will need to be removed under the Consent
Decree. Until that process is complete, the Company cannot reliably
determine whether the actual cost of the work required under the Consent Decree
will exceed the amount presently accrued. If there are additional
costs, the Company does not anticipate at this time that they will have a
material financial impact on the Company. The Company cannot reliably
estimate at this time the timeframe during which the accrued or potential
additional costs would be incurred.
On
June 26, 2002, seventeen individuals filed a purported class action against AK
Steel in the United States District Court for the Southern District of Ohio,
Case No. C-1-02-467. As subsequently amended, the complaint alleges
that AK Steel discriminates against African-Americans in its hiring practices
and that AK Steel discriminates against all of its employees by preventing its
employees from working in a racially integrated environment free from racial
discrimination. The named plaintiffs seek various forms of
declaratory, injunctive and unspecified monetary relief (including back pay,
front pay, lost benefits, lost seniority and punitive damages) for themselves
and unsuccessful African-American candidates for employment at AK
Steel. AK Steel has answered the complaint and discovery is
ongoing. On January 19, 2007, the Court conditionally certified two
subclasses of unsuccessful African-American candidates. On June 15,
2007, AK Steel filed a motion to decertify one of those
subclasses. On January 14, 2008, AK Steel filed motions for summary
judgment on all claims. On April 9, 2008, the Court granted AK
Steel’s motion for summary judgment with respect to the disparate treatment
claims of four of the named plaintiffs and those claims have been dismissed with
prejudice. In addition, the claims of several other plaintiffs have
been dismissed for various reasons. There remain a total of nine
plaintiffs, including seven with claims as class representatives and two with
individual claims. The other motions referred to above remain
pending. The trial of this matter has been scheduled for June
2008. AK Steel continues to contest this matter
vigorously.
As
previously reported, on January 2, 2002, John D. West, a former employee, filed
a class action in the United States District Court for the Southern District of
Ohio against the AK Steel Corporation Retirement Accumulation Pension Plan, or
AK RAPP, and the AK Steel Corporation Benefit Plans Administrative
Committee. Mr. West claims that the method used under the AK RAPP to
determine lump sum distributions does not comply with the Employment Retirement
Income Security Act of 1974 (“ERISA”) and resulted in underpayment of benefits
to him and the other class members. The District Court ruled in favor
of the plaintiff class and on March 29, 2006 entered an amended final judgment
against the defendants in the amount of $37.6 in damages and $7.3 in prejudgment
interest, for a total of approximately $44.9, with post judgment interest
accruing at the rate of 4.7% per annum until paid. The defendants
appealed to the United States Court of Appeals for the Sixth
Circuit. On April 20, 2007, a panel of the Court of Appeals issued an
opinion in which it affirmed the decision of the District Court. On
August 15, 2007, the defendants filed a motion to stay the issuance of a mandate
pending the filing of a petition for certiorari. On August 28, 2007,
the Court of Appeals granted the motion. On November 16, 2007,
defendants filed a petition for certiorari with the Supreme Court of the United
States. That petition remains pending. The defendants
intend to continue to contest this matter vigorously. In the event
the plaintiffs ultimately prevail in this litigation, the funds for the payments
to class members pursuant to the judgment will come from the AK Steel Master
Pension Trust. The Company’s pension liability was re-measured as of
April 30, 2007 to include the amount of this liability as of that
date. That amount was $47.4. The Company’s current
estimates of its future funding obligations for its pension liabilities thus
include the $47.4 liability associated with this case. As of March
31, 2008, the amount of the judgment plus total accrued interest in this case
was approximately $49.4. See discussion of future pension funding
obligations in Part I, Item 2, Liquidity and Capital Resources.
On
December 12, 2007, two individuals filed a purported class action against AK
Holding, AK Steel, Anthem Insurance Companies, Inc. (“Anthem”), and others in
the United States District Court for the Southern District of Ohio, Case No.
1:07-cv-01002. The complaint alleges that the plaintiffs are entitled
to compensation arising from the demutualization of Anthem in
2001. On March 20, 2008, AK Holding and AK Steel filed their answer
to the complaint. No trial date has been set. AK Holding
and AK Steel intend to contest this matter vigorously.
Middletown Works Retiree
Healthcare Benefits Litigation
On
June 1, 2006, AK Steel notified approximately 4,600 of its current retirees (or
their surviving spouses) who formerly were hourly and salaried members of the
Armco Employees Independent Federation (“AEIF”) that AK Steel was terminating
their existing healthcare insurance benefits plan and implementing a new plan
more consistent with current steel industry practices which would require the
retirees to contribute to the cost of their healthcare benefits, effective
October 1, 2006. On July 18, 2006, a group of nine former hourly and
salaried members of the AEIF filed a purported class action (the “Retiree
Action”) in the United States District Court for the Southern District of Ohio
(the “Court”), Case No. 1-06CV0468, alleging that AK Steel did not have a right
to make changes to their healthcare benefits. The named plaintiffs in the
Retiree Action sought, among other things, injunctive relief (including an order
retroactively rescinding the changes) for themselves and the other members of
the putative class. On August 4, 2006, the plaintiffs in the Retiree
Action filed a motion for a preliminary injunction seeking to prevent AK Steel
from implementing the previously announced changes to healthcare benefits with
respect to the AEIF-represented hourly employees.
AK
Steel opposed that motion, but on September 22, 2006 the trial court issued an
order granting the motion. On that same day, AK Steel filed a notice
of appeal to the United States Court of Appeals for the Sixth Circuit seeking a
reversal of the decision to grant the preliminary injunction. While
the appeal was pending, however, the Company announced on October 8, 2007 that
it had reached a tentative settlement (the “Settlement”) of the claims of the
retirees in the Retiree Action. Accordingly, on October 18, 2007, the
pending appeal from the preliminary injunction was dismissed at the request of
the parties.
The
Settlement was subject to approval by the Court. On October 25, 2007,
the parties filed a joint motion asking the Court to approve the
Settlement. On November 1, 2007, an order was issued by the Court
granting the plaintiffs’ renewed motion for class certification. On November 2,
2007, the Court issued an order giving preliminary approval of the Settlement
and scheduled a hearing (the “Fairness Hearing”) on final approval of the
Settlement beginning on February 12, 2008. In November 2007, notice
of the Settlement was sent to all retirees or their surviving spouses who would
be covered by the terms of the Settlement (hereinafter referred to collectively
as the “Class Members”). Between the time the original notification
of the benefit changes was sent on June 1, 2006 and the time that membership in
the class was determined, the number of Class Members had increased to
approximately 4,870. With dependents of the Class Members, the total
number of persons covered by the Settlement is approximately
8,300. The Class Members were given the opportunity to object to the
Settlement in writing and, if they so objected in writing, to oppose it orally
at the Fairness Hearing. A group of retirees did file
objections. The Fairness Hearing was conducted on February 12-13,
2008. The objecting retirees were represented by counsel at the
Fairness Hearing and did oppose the Settlement. On February 21, 2008,
the Court issued a written decision approving the Settlement. The
final judgment (the “Judgment”) formally approving the Settlement was entered on
February 29, 2008. The Settlement became effective on that
date. The Class Members who opposed the Settlement have filed appeals
from the Judgment to the United States Court of Appeals for the Sixth Circuit,
Case Nos. 08-3166 and 08-3354. No briefs have yet been filed or
hearing date set in those appeals.
Under
terms of the Settlement, AK Steel has transferred to a Voluntary Employees
Beneficiary Association trust (the “VEBA Trust”) all postretirement benefit
obligations (the “OPEB Obligations”) owed to the Class Members under the
Company’s applicable health and welfare plans and will have no further liability
for any claims incurred by the Class Members after the effective date of the
Settlement relating to their OPEB Obligations. The VEBA Trust will be
utilized to fund the future OPEB Obligations to the Class
Members. Under the terms of the Settlement, AK Steel was obligated to
initially fund the VEBA Trust with a contribution of $468.0 in cash within two
business days of the effective date of the Settlement. AK Steel made
this contribution on March 4, 2008. AK Steel further is obligated
under the Settlement to make three subsequent annual cash contributions of $65.0
each, for a total contribution of $663.0.
As
noted above, Class Members who objected to the Settlement have filed an appeal
from the Judgment. The Settlement includes terms which contemplate
that possibility. During the pendency of the appeal, the VEBA Trust
will continue to be responsible for the OPEB Obligations to the Class
Members. If the appeal is still pending at the time the next payment
is due from AK Steel to the VEBA Trust under the terms of the Settlement, the
funds which otherwise would have been paid to the VEBA Trust will be placed into
an escrow account to be invested by the Trustees of the VEBA
Trust. If the Judgment is affirmed on appeal, the funds placed into
the escrow account, including interest or other earnings or losses, will be paid
to the VEBA Trust. If, however, the Judgment is reversed, modified or
vacated as a result of the appeal in such a way as to place the responsibility
on AK Steel for payment of all of the OPEB Obligations to Class Members, then
all of the monies placed into the escrow account, including interest or other
earnings or losses, will revert to AK Steel. In addition, under those
circumstances, the Company will be immediately designated as the sole fiduciary
controlling the VEBA Trust and all assets of the VEBA Trust will be subject to,
and payable in connection with, any health or welfare plans maintained and
controlled by AK Steel for the benefit of any of its employees or retirees, not
just the Class Members. In the event of a reversal, modification or
vacation of the Judgment that results in only part of the OPEB Obligations
returning to the responsibility of AK Steel, then AK Steel will be designated as
the sole fiduciary with respect to an appropriate pro-rata share of the VEBA
Trust assets relative to the portion of the OPEB Obligations for which AK Steel
has resumed responsibility.
Once
the Settlement becomes final and no longer subject to appeal, the Company’s only
remaining liability with respect to the OPEB Obligations to the Class Members
will be to contribute whatever portion of the $663.0 due to the VEBA that has
not yet been paid at that time. At the time of the Fairness Hearing,
the Company’s total OPEB liability for all of its retirees was approximately
$2.0 billion. Of that amount, approximately $1.0 billion was
attributable to the Class Members. Immediately following the Judgment
approving the Settlement, the Company’s total OPEB liability was reduced by
approximately $339.1. This reduction in the Company’s OPEB liability
will be treated as a negative plan amendment and amortized as a reduction to net
periodic benefit cost over approximately eleven years. This negative
plan amendment will result in an annual net periodic benefit cost reduction of
approximately $30.0 in addition to the lower interest costs associated with the
lower OPEB liability. Upon payment on March 4, 2008 of the initial
$468.0 contribution by the Company to the VEBA Trust in accordance with the
terms of the Settlement, the Company’s total OPEB liability was reduced further
to approximately $1.1 billion. The Company’s total OPEB liability
will be further reduced by the amount of each subsequent annual $65.0
payment. In total, it is expected that the $663.0 Settlement with the
Class Members, if the Judgment is upheld on appeal, ultimately will reduce the
Company’s total OPEB liability by approximately $1.0 billion.
Other
than as described above, under the terms of the Settlement, the Company will
have no other liability or responsibility with respect to OPEB Obligations to
the Class Members.
As
noted above, if the Judgment approving the Settlement is not affirmed on appeal,
the result will be that the Company resumes responsibility, in whole or in part
(depending upon the terms of the judicial decision reversing, vacating or
modifying the Judgment) for the OPEB Obligations to some or all of the Class
Members. Under such circumstances, the Company’s total OPEB liability would
increase accordingly, but the Company cannot reliably project at this time the
amount of that increase because it is dependent upon the specific terms of the
judicial decision. At that point, as to any such OPEB Obligations for
which the Company has resumed responsibility as a result of the judicial
decision, AK Steel would restart the retiree litigation and seek to judicially
enforce what it continues to believe is its contractual right to unilaterally
reduce, or even completely eliminate, OPEB benefits provided to any Class
Members as to whom the Settlement no longer applies.
For
accounting purposes, a settlement of the Company’s OPEB Obligations related to
the Class Members will be deemed to have occurred when the Company makes the
last $65.0 payment called for under the Agreement, assuming that there are no
legal appeals pending at that time.
The
Company cautions readers that its business activities involve risks and
uncertainties that could cause actual results to differ materially from those
currently expected by management. There were no updates to the
Company’s descriptions of risk factors reported in its Annual Report on Form
10-K for the calendar year 2007.
There
were no unregistered sales of equity securities in the quarter ended March 31,
2008.
ISSUER
PURCHASES OF EQUITY SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
|
|
Total
Number of Shares Purchased (1)
|
|
|
Average
Price Paid Per Share
|
|
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans or
Programs
|
|
|
Approximate
Dollar Value of Shares that May Yet be Purchased Under the Plans or
Programs (2)
|
|
January
1 through 31, 2008
|
|
|
244,878 |
|
|
$ |
36.86 |
|
|
|
0
|
|
|
|
|
February
1 through 29, 2008
|
|
|
— |
|
|
|
— |
|
|
|
0
|
|
|
|
|
March
1 through 31, 2008
|
|
|
4,452 |
|
|
|
53.84 |
|
|
|
0 |
|
|
|
|
Total
|
|
|
249,330 |
|
|
$ |
36.16 |
|
|
|
0 |
|
|
$ |
46.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
During
the quarter, the Company repurchased shares of common stock owned by
participants in its restricted stock awards program under the terms of its
Stock Incentive Plan. In order to satisfy the requirement that
an amount be withheld that is sufficient to pay federal, state and local
taxes due upon the vesting of the restricted stock, employees are
permitted to have the Company withhold shares having a fair market value
equal to the tax which could be imposed on the transaction. The
Company repurchases the withheld shares at the quoted average of high and
low prices on the day the shares are
withheld.
|
(2)
|
On
April 25, 2000, the Company announced that its Board of Directors had
authorized the Company to repurchase, from time to time, up to $100.0 of
its outstanding equity securities. The Company has not
repurchased its common stock under this program since the third quarter of
2000. The Company repurchased preferred shares in September
2002.
|
The
payment of cash dividends is subject to a restrictive covenant contained in the
instruments governing most of the Company’s outstanding senior
debt. The covenant allows the payment of dividends, if declared by
the Board of Directors, and the redemption or purchase of shares of its
outstanding capital stock, subject to a formula that reflects cumulative net
earnings. Prior to 2007 and since 2001, as a result of cumulative
losses recorded over several years, the Company was not permitted under the
formula to pay a cash dividend on its common stock. During the third
quarter of 2007, the cumulative losses calculated under the formula were
eliminated due to the improved financial performance of the
Company. Accordingly, a cash dividend is now permissible under the
senior debt covenants. Restrictive covenants also are contained in
the instruments governing the Company’s $850.0 asset-based revolving credit
facility. Under the credit facility covenants, dividends are not
restricted unless availability falls below $150.0, at which point dividends
would be limited to $12.0 annually. Currently, the availability under
the asset-based revolving credit facility significantly exceeds
$150.0. Accordingly, currently none of the covenants restrict
the Company’s ability to declare and pay a dividend to its
shareholders.
On
January 22, 2008, the Company announced that its Board of Directors declared a
quarterly cash dividend of $0.05 per share of common stock, payable on March 10,
2008, to shareholders of record on February 15, 2008. Also, on April
22, 2008, the Company announced that its Board of Directors declared a quarterly
cash dividend of $0.05 per share of common stock, payable on June 10, 2008, to
shareholders of record on May 16, 2008.
The
Company made no open market purchases of any of its equity securities during the
first quarter of 2008. In April 2000, the Board of Directors
authorized the Company to repurchase, from time to time, up to $100.0 of its
outstanding equity securities. Through September 2002, the Company
expended $53.6 to purchase 3,702,600 shares of its common stock and all of the
outstanding shares of its $3.625 cumulative convertible preferred stock after
declaring and paying all current and accrued dividends then
outstanding. The Company’s ability to purchase shares under this
authorization is subject to the same debt covenant discussed above that can
restrict dividend payments. Beginning in 2002 and continuing until
the third quarter of 2007, the Company was not permitted as a result of this
restrictive covenant to repurchase further shares under the April 2000
authorization. Since the third quarter of 2007, the Company could
again repurchase shares, but has not yet done so and will announce its intent to
re-activate this share repurchase program before making future
purchases.
Item
6.
|
|
|
|
|
|
Exhibit
31.1.
|
Section
302 Certification of Chief Executive Officer
|
|
Exhibit
31.2.
|
Section
302 Certification of Chief Financial Officer
|
|
Exhibit
32.1.
|
Section
906 Certification of Chief Executive Officer
|
|
Exhibit
32.2.
|
Section
906 Certification of Chief Financial
Officer
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed on behalf of the registrant by the following duly authorized
persons.
|
|
|
AK
STEEL HOLDING CORPORATION
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Date:
|
May
5, 2008
|
|
/s/
Albert E. Ferrara, Jr.
|
|
|
|
|
Albert
E. Ferrara, Jr.
|
|
|
|
|
Vice
President, Finance and Chief Financial Officer
|
|
|
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|
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|
|
|
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|
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|
|
Date:
|
May
5, 2008
|
|
/s/
Roger K. Newport
|
|
|
|
|
Roger
K. Newport
|
|
|
|
|
Controller
and Chief Accounting Officer
|
|
|
|
|
|
|
-29-