Edgar Filing: AK STEEL HOLDING CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

AK STEEL HOLDING CORPORATION

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(Name of Registrant as Specified In Its Certificate)

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Notes:
Reg. (S)240.14a-101.
SEC 1913 (3-99)

AK STEEL HOLDING CORPORATION
703 Curtis Street
Middletown, Ohio 45043

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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The 2002 Annual Meeting of Stockholders of AK Steel Holding Corporation (the
"Company") will be held in the duBarry Room of the Hotel duPont, 11th & Market
Streets, Wilmington, Delaware, on Tuesday, May 14, 2002, at 10:00 a.m., for the
following purposes:

1. To elect nine directors of the Company; and

2. To transact such other business as properly may come before the
meeting.

The Board of Directors has fixed March 22, 2002, as the record date for the
determination of stockholders entitled to receive notice of and to vote at the
Annual Meeting.

By order of the Board of Directors,
BRENDA S. HARMON
Secretary

Middletown, Ohio
April 5, 2002

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE MARK, DATE AND
SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED BY
FURNISHING WRITTEN NOTICE TO THAT EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED
PROXY OR BY ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON.

AK STEEL HOLDING CORPORATION
703 Curtis Street
Middletown, Ohio 45043

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PROXY STATEMENT

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This Proxy Statement is being furnished in connection with the solicitation
by the Board of Directors of AK Steel Holding Corporation (the "Company") of
proxies to be voted at the Annual Meeting of Stockholders of the Company to be
held on May 14, 2002 and at any and all adjournments thereof.

At the meeting, the Company's stockholders will vote for the election of
nine directors. The affirmative vote of the holders of a plurality of the
shares present in person or represented by proxy at the meeting is required for
election as a director. Each share represented by a duly executed proxy
received by the Company prior to the meeting will be voted in accordance with
the choices specified therein by the stockholder. If no contrary direction is
specified, the proxy will be voted FOR the election as directors of the nine
nominees listed in this Proxy Statement. Stockholders who execute proxies may
revoke them at any time before they are voted by filing with the Company a
written notice of revocation, by delivering a duly executed proxy bearing a
later date or by attending the meeting and voting in person.

The Board of Directors has fixed the close of business on March 22, 2002 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting. At that date, there were issued and outstanding
107,925,775 shares of Common Stock and 259,481 shares of Preferred Stock, all
of which vote together as a single class. Holders of Common Stock and/or
Preferred Stock are entitled to one vote for each share held on all matters
that properly may come before the meeting.

ELECTION OF DIRECTORS

In accordance with the Company's by-laws, the Board of Directors has fixed
the number of directors at nine. If elected, each of the nominees listed below
will serve as a director of the Company for a term expiring on the date of the
next succeeding Annual Meeting of Stockholders and until his or her successor
is duly elected and qualifies. If any nominee is unable to serve, proxies may
be voted for another person designated by the Board of Directors. The Company
has no reason to believe that any nominee will be unable to serve.

Information Concerning Nominees for Directors

Set forth below is information with respect to the nine nominees for
election as directors, each of whom currently is serving as a director of the
Company.

Richard A. Abdoo
[PHOTO]
Mr. Abdoo, age 58, was elected a director of the Company effective April 19, 2001.
Mr. Abdoo has been the Chairman, President and Chief Executive Officer of Wisconsin
Energy Corporation since May 1991. He is a director of Marshall & Ilsey Corporation,
Cobalt Corporation and Sensient Technologies Corporation. He is a member of the
American Economic Association and is a registered professional engineer in various
states.

[PHOTO] Allen Born

Mr. Born, age 68, a director of the Company since March 2, 1995, is Chairman of Born
Investments, LLC, a private investment firm involved in venture capital and directional
drilling for natural gas production. From November 1993 until July 1998, he served as
Chairman and Chief Executive Officer of Alumax Inc., and for more than five years prior
thereto he served as Chairman and Chief Executive Officer of Amax Inc. Mr. Born also
is a director of Cyra Technologies, Inc. and Inmet Mining.

[PHOTO] Donald V. Fites

Mr. Fites, age 68, a director of the Company since January 1, 2000, was the Chairman
and Chief Executive Officer of Caterpillar Inc. from June 1990 until his retirement in
February 1999. He currently serves as a director of AT&T Wireless Services, Inc.,
Georgia-Pacific Corporation, Exxon-Mobil Corporation, Oshkosh Truck Corporation and
Wolverine World Wide Inc. Mr. Fites also is past chairman of the National Advisory
Board of The Salvation Army, a director of The World Methodist Council, a trustee of
The Carnegie Endowment for International Peace, a director of Valparaiso University, a
member of the board of advisors of Thayer Capital Partners and a member of The
Business Council.-

[PHOTO] Dr. Bonnie G. Hill

Dr. Hill, age 60, a director of the Company since April 7, 1994, is President of B. Hill
Enterprises, LLC, a consulting firm specializing in corporate governance and board
organizational and public policy issues. From February 1997 to July 2001 she was
President and Chief Executive Officer of The Times Mirror Foundation, Vice President
of The Times Mirror Company, and, from August 1998 to July 2001, Senior Vice
President Communications and Public Affairs for the Los Angeles Times. Prior thereto,
she served as Dean of the McIntire School of Commerce at the University of Virginia.
She also is a director of National Grid Group plc, Hershey Foods Corporation, The Home
Depot, Inc., ChoicePoint, Inc., and Albertson's, Inc.

[PHOTO] Robert H. Jenkins

Mr. Jenkins, age 59, a director of the Company since January 24, 1996, served as
Chairman of the Board of Sundstrand Corporation from April 1997 and as President and
Chief Executive Officer of that company from September 1995, in each case until his
retirement in August 1999 following the merger of Sundstrand Corporation with and into
United Technologies Corporation in June 1999. For more than five years prior thereto,
Mr. Jenkins was employed by Illinois Tool Works as its Executive Vice President and in
other senior management positions. Mr. Jenkins also is a director of Clarcor Inc., Pella
Corporation, Sentry Insurance, Solutia, Inc. and Visteon Corporation.

Lawrence A. Leser
[PHOTO]
Mr. Leser, age 66, a director of the Company since May 17, 1995, retired as Chairman of
The E.W. Scripps Company in May 1999, having also served as its Chief Executive
Officer from July 1985 until May 1996. Mr. Leser also serves as a director of Union
Central Life Insurance Company and is a Trustee of Xavier University.

Daniel J. Meyer
[PHOTO]
Mr. Meyer, age 65, a director of the Company since January 1, 2000, retired as Chairman
and Chief Executive Officer of Milacron Inc., a Cincinnati-based plastics processing and
metalworking technologies company, in June 2001. He currently serves as a director of
The E.W. Scripps Company, Hubbell Inc., Broadwing Inc. and Milacron Inc.

Dr. James A. Thomson
[PHOTO]
Dr. Thomson, age 57, a director of the Company since March 18, 1996, is the President
and Chief Executive Officer of The RAND Corporation, having served in that capacity
since August 1989. He also serves as a director of Entrust Technologies Inc. and Texas
Biotechnology Corporation.

Richard M. Wardrop, Jr.
[PHOTO]
Mr. Wardrop, age 56, was elected Chairman of the Board of the Company effective
January 27, 1997, and became President of the Company effective March 2, 2002 upon
the retirement of James L. Wareham. He has been a director since March 2, 1995, and
Chief Executive Officer since May 16, 1995. In addition, Mr. Wardrop served as
President of the Company from April 7, 1994, until March 20, 1997. Mr. Wardrop also
serves as a director of Build-to-Order, Incorporated, a recently-formed company that will
produce build-to-order vehicles for delivery directly to the consumer and in which the
Company is an equity investor.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE ELECTION OF EACH OF
THE FOREGOING NOMINEES.

Committees of the Board of Directors

The Board of Directors has established an Audit Committee, a Compensation
Committee, a Public Affairs Committee and a Nominating and Governance Committee.

The Audit Committee recommends to the Board of Directors the firm of
certified public accountants that will be appointed to serve as the independent
auditors of the Company's annual financial statements. The Committee meets with
representatives of that accounting firm to review the plan, scope and results
of the annual audit and the recommendations of the independent accountants
regarding the Company's internal accounting systems and controls. Since May 14,
2001 (the date of the last Annual Meeting of Stockholders), the Committee has
consisted of Messrs. Leser (Chairperson), Born and Meyer, and Dr. Thomson. A
report of the Audit Committee is set forth on page 16.

The Compensation Committee makes recommendations to the Board of Directors
with regard to the Company's compensation and benefits policies and practices.
The Committee also reviews and makes recommendations to the Board of Directors
with respect to the compensation of the Company's principal executive officers
and administers the Company's Stock Incentive Plan. During 2001, the members of
the Committee were Messrs. Born (Chairperson), Jenkins and Leser and Dr. Hill.

The Public Affairs Committee reviews and makes recommendations to the Board
of Directors regarding the Company's public affairs policies and practices,
including its policies with respect to environmental compliance, employee
safety and health and equal employment opportunities. Since May 14, 2001, the
Committee has consisted of Dr. Hill (Chairperson) and Messrs. Fites, Meyer and
Abdoo.

The Nominating and Governance Committee reviews and makes recommendations to
the Board of Directors regarding the size, organization, membership
requirements, compensation and other practices and policies of the Board.
Messrs. Jenkins (Chairperson) and Fites and Dr. Thomson have served on the
Committee since January 1, 2001. They were joined by Mr. Abdoo on April 19,
2001, in anticipation of Mr. Meyer's transfer to the Audit Committee on May 14,
2001.

Attendance at Meetings

During 2001, there were four regular meetings and two special telephonic
meetings of the Board of Directors, four meetings of each of the Audit
Committee, the Compensation Committee and the Nominating and Governance
Committee and two meetings of the Public Affairs Committee. Each director
attended at least 75% of the meetings of the Board and those committees of
which he or she was a member.

Compensation of Directors

During 2001, each director who is not an employee of the Company received an
annual fee of $37,500 for service on the Board of Directors. One-half of that
amount was paid in the form of restricted shares of Common Stock of the Company
valued at its market price on the date of issuance and the balance was paid in
cash or, at the director's option, in the form of additional restricted shares
of Common Stock. Each director who chairs a committee of the Board of Directors
received an additional annual fee of $5,000 for such service. Non-employee
directors also were paid a fee of $1,500 for each Board meeting and each
committee meeting they attended and were reimbursed for their expenses incurred
in attending those meetings. An employee of the Company who serves as a
director receives no additional compensation for such service. Upon first being
elected to the Board, each non-employee director also is granted options under
the Company's Stock Incentive Plan to purchase a total of 10,000 shares of the
Company's Common Stock at its then prevailing market price. The options vest on
the first anniversary of the date of grant and may be exercised at any time
thereafter until the tenth anniversary of the grant date or three years after
retirement from the Board, whichever is sooner.

Compliance With Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and officers, and persons who
own beneficially more than ten percent of a registered class of the Company's
equity securities, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of that class and
other equity securities of the Company. Officers, directors and
greater-than-ten-percent beneficial owners are required by Rule 16a-3(e) under
the Exchange Act to furnish the Company with copies of all reports that they
file pursuant to Section 16(a).

To the Company's knowledge, based solely upon a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to the
Company's officers and directors were complied with during 2001.

STOCK OWNERSHIP

Directors and Executive Officers

The following table sets forth as of March 22, 2002, information with
respect to the beneficial ownership of the Company's Common Stock by (i) each
officer of the Company named in the Summary Compensation Table on page 7, (ii)
each current director and each nominee for election as a director and (iii) all
directors and executive officers of the Company as a group. To the knowledge of
the Company, none of its directors or executive officers owns any shares of its
Preferred Stock.

Shares Percentage of
Owned Outstanding
Beneficially(1) Shares(2)
--------------- -------------

Richard A. Abdoo....................... 13,473 *
Allen Born............................. 34,821 *
Donald V. Fites........................ 21,161 *
Dr. Bonnie G. Hill..................... 9,979 *
David C. Horn.......................... 23,501 *
John G. Hritz.......................... 334,149 *
Robert H. Jenkins...................... 19,749 *
Lawrence A. Leser...................... 17,401 *
Daniel J. Meyer........................ 20,661 *
Dr. James A. Thomson................... 16,899 *
James L. Wainscott..................... 165,985 *
Richard M. Wardrop, Jr................. 1,920,056 1.78%
James L. Wareham(3).................... 258,892 *
All directors and executive officers as
a group (22 persons)................. 3,691,819 3.42%

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(1) Includes shares subject to stock options exercisable within 60 days.
(2) An asterisk indicates ownership of less than 1%.
(3) Mr. Wareham retired from the Company effective March 1, 2002. The number of
shares shown opposite his name in this table are those known by the Company
to have been owned by him as of March 1, 2002.

Other Beneficial Owners

The following table sets forth information with respect to each person known
by the Company to own beneficially more than five percent (5%) of the
outstanding Common Stock of the Company as of December 31, 2001.

Percentage
Shares of
Owned Outstanding
Name and Address of Beneficial Owner Beneficially Shares
------------------------------------ ------------ -----------

Franklin Resources, Inc.(1).............. 12,496,100 11.6%
One Franklin Parkway
San Mateo, California 94403
Salomon Smith Barney Holdings Inc.(2).... 7,073,402 6.6%
338 Greenwich Street
New York, New York 10013
Kawasaki Steel Corporation(3)............ 5,510,638 5.1%
Hibiya, Kokusai Building
2-3 Uchisaiwaicho, 2-Chome
Chiyoda-Ku, Tokyo 100 Japan

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(1) Based on information contained in a statement on Schedule 13G, dated
February 1, 2002, Franklin Resources. Inc. is a holding company for
subsidiaries that include investment advisers registered under the
Investment Advisers Act of 1940 having sole voting and dispositive power
with respect to an aggregate of 12,496,100 shares held by or for various
managed accounts to which they furnish advisory services.
(2) Based on information contained in a statement on Schedule 13G, dated
February 6, 2002, filed jointly by Salomon Smith Barney Holdings Inc.
("SSB Holdings") and its ultimate parent, Citigroup Inc. ("Citigroup"),
each of which is a parent holding company or control person of Salomon
Brothers Asset Management Inc. ("SBAMI"), an investment adviser
registered under the Investment Advisers Act of 1940, SSB Holdings and
Citigroup had shared voting and dispositive power with respect to an
aggregate of 7,073,402 shares held by SBAMI for the benefit of various
managed accounts for which it furnishes advisory services.
(3) Based on information furnished by the Transfer Agent for the Company's
Common Stock.

EXECUTIVE COMPENSATION

Summary of Cash and Other Compensation

Annual compensation paid to executive officers of the Company consists of
salary and cash bonus awards under the Company's Annual Management Incentive
Plan. Long-term compensation consists of restricted stock awards and stock
options under the Company's Stock Incentive Plan and payouts in the form of
cash and/or restricted stock under the Company's Long-Term Performance Plan.

The following table sets forth the cash compensation, as well as certain
other compensation, paid or accrued by the Company for each of the past three
years to the Chief Executive Officer and each of the other four most highly
compensated executive officers of the Company (the "Named Executives") serving
as such at December 31, 2001.

Summary Compensation Table

Long-Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------- ------------------------ ----------
Securities All
Restricted Underlying Other
Name and Stock Stock LTIP Compen-
Principal Position Salary Bonus(1) Awards(2) Options Payouts(3) sation(4)
at 12/31/01 Year ($) ($) ($) (# of Shares) ($) ($)
------------------ ---- --------- --------- ---------- ------------- ---------- ---------

Richard M. Wardrop, Jr. 2001 1,250,000 750,000 735,000 200,000 2,125,000 2,824,388
Chairman and Chief 2000 1,200,000 2,040,000 1,457,504 400,000 2,040,000 96,121
Executive Officer(5) 1999 1,200,000 2,040,000 1,539,688 150,000 1,800,000 94,007

James L. Wareham 2001 400,000 180,000 183,750 40,000 600,000 810,894
President(6) 2000 400,000 600,000 273,282 25,000 600,000 34,028
1999 400,000 600,000 355,313 25,000 600,000 36,224

John G. Hritz 2001 415,000 124,500 183,750 40,000 425,000 336,421
Executive Vice President 2000 385,000 385,000 364,376 40,000 385,000 28,244
1999 350,000 350,000 826,251 80,000 350,000 26,313

James L. Wainscott 2001 330,000 99,000 183,750 40,000 330,000 220,475
Senior Vice President 2000 300,000 300,000 273,282 30,000 300,000 21,859
and Chief Financial 1999 215,000 215,000 236,875 20,000 215,000 15,864
Officer

David C. Horn 2001 343,750 95,813 58,250 10,000 323,750 1,346
Vice President and 2000 27,083 18,958 23,203 5,000 18,953 107
General Counsel(7)

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Footnotes appear on the following page.

Footnotes:
(1)Amounts shown in this column represent bonuses earned under the Company's
Annual Management Incentive Plan, as described in the Compensation Committee
Report on Executive Compensation, which begins on page 13.

(2) The dollar value of each restricted stock award indicated in this column is
based on the average price of the Company's Common Stock on the date of the
award. The amounts shown do not include the value of restricted stock
awards representing a portion of the payouts under the Company's Long-Term
Performance Plan. All awards shown in this column were granted pursuant to
the Company's Stock Incentive Plan. The aggregate number of shares of
restricted stock held by the Named Executives at December 31, 2001 and the
dollar value thereof (based on the closing price of the Company's Common
Stock on December 31, 2001) were as follows: for Mr. Wardrop--263,750,
$3,001,475; for Mr. Wareham--62,500, $711,250; for Mr. Hritz--74,000;
$842,120; for Mr. Wainscott--45,500, $517,790 and for Mr. Horn--7,500,
$85,350. Dividends are paid on shares of restricted stock to the extent
declared and paid on the Company's Common Stock.

(3) The amounts shown in this column represent bonuses earned under the
Company's Long-Term Performance Plan. The entire amount shown for each
Named Executive for 2001 and 2000 was paid in cash. In 1999, one half of
the amount shown for each Named Executive was paid in cash and the balance
in the form of an award of restricted shares of Common Stock valued on the
basis of the market price of the Company's Common Stock on the date of the
approval of the share issuance by the Compensation Committee. Those shares
are in addition to shares underlying restricted stock awards granted
pursuant to the Stock Incentive Plan, but are subject to all of the terms
and conditions of that plan except that 20% of the shares vest on each of
the first through fifth anniversaries of the award. The Long-Term
Performance Plan is described in the Compensation Committee Report on
Executive Compensation.

(4) Amounts shown in this column include (i) imputed income arising out of a
Company-provided life insurance plan, (ii) cash paid pursuant to a
Company-provided medical plan, and (iii) above-market interest which was
paid upon the distribution of balances held in a deferred compensation plan
that was discontinued in 2001. The deferred compensation on which the
interest was earned was previously reported as compensation for the
respective Named Executives in the years in which that compensation was
deferred. The amounts shown in this column for 2001 were derived as
follows: (i) for Mr. Wardrop $12,637 was attributed to him for imputed
income arising out of a Company-provided life insurance plan and $2,811,751
was the amount of the above-market interest paid to him upon
discontinuation in 2001 of the deferred compensation plan, (ii) for Mr.
Wareham $5,932 was attributed to him for imputed income arising out of a
Company-provided life insurance plan and $804,962 was the amount of the
above-market interest paid to him upon discontinuation in 2001 of the
deferred compensation plan, (iii) for Mr. Hritz $1,402 was attributed to
him for imputed income arising out of a Company-provided life insurance
plan, $200 was paid to him pursuant to a Company-provided medical plan and
$334,819 was the amount of the above-market interest paid to him upon
discontinuation in 2001 of the deferred compensation plan, (iv) for Mr.
Wainscott $731 was attributed to him for imputed income arising out of a
Company-provided life insurance plan, $200 was paid to him pursuant to a
Company-provided medical plan and $219,544 was the amount of the
above-market interest paid to him upon discontinuation in 2001 of the
deferred compensation plan, (v) for Mr. Horn $1,146 was attributed to him
for imputed income arising out of a Company-provided life insurance plan
and $200 was paid to him pursuant to a Company-provided medical plan.

(5) Mr. Wardrop assumed the additional title of President effective March 2,
2002 following Mr. Wareham's retirement.

(6) Mr. Wareham was an executive officer of the Company at December 31, 2001.
He retired from the Company effective March 1, 2002.

(7) Mr. Horn joined the Company on December 1, 2000, and was elected Vice
President and General Counsel effective April 19, 2001.

Stock Options

Pursuant to its Stock Incentive Plan, the Company grants to its key
employees, including its executive officers, options to purchase shares of its
Common Stock. The plan does not provide for, and the Company does not grant,
stock appreciation rights.

The following table sets forth information with respect to stock options
granted to the Named Executives in 2001:

Stock Option Grants in 2001

Percent of Potential Realizable
Total Value at Assumed Annual
Options Rates of Stock Price
Options Granted to Exercise Appreciation for Option
Granted Employees Price Per Term(2)
(# of in 2001 Share Expiration -----------------------
Name shares) (%) ($)(1) Date 5% ($) 10% ($)
---- ------- ---------- --------- ---------- --------- ---------

R. M. Wardrop, Jr. 200,000 34.45 9.1875 1/18/11 1,155,594 2,928,502
J. L. Wareham..... 40,000 6.89 9.1875 1/18/11 231,119 585,700
J. G. Hritz....... 40,000 6.89 9.1875 1/18/11 231,119 585,700
J. L. Wainscott... 40,000 6.89 9.1875 1/18/11 231,119 585,700
D. C. Horn........ 10,000 1.72 11.6500 4/19/11 73,266 185,671

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(1)All options provide for an exercise price equal to the fair market value of
the underlying shares as of the date of grant.
(2)The amounts shown in these columns represent the potential appreciation in
the value of the options over their stated term of ten years, based upon
assumed compounded rates of appreciation of 5% per year (equivalent to
62.89%) and 10% per year (equivalent to 159.37%), respectively. Those
amounts are not intended as forecasts of future appreciation, which is
dependent upon the actual increase, if any, in the market price of the
shares underlying the options, and there is no assurance that the amounts of
appreciation shown in these columns will be realized.

The following table provides information as to options exercised by each of
the Named Executives in 2001 and the value of options held by them at year end:

Aggregate Option Exercises in 2001 and
Option Values at December 31, 2001

Number of Unexercised Value of Unexercised
Number Options at In-the-Money Options at
of Shares December 31, 2001 December 31, 2001($)(1)
Acquired on Value ------------------------- -------------------------
Name Exercise Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------

R. M. Wardrop, Jr. -0- -0- 1,063,334 516,666 -0- 438,500
J. L. Wareham..... -0- -0- 135,001 64,999 -0- 87,700
J. G. Hritz....... -0- -0- 141,000 93,332 -0- 87,700
J. L. Wainscott... -0- -0- 45,332 66,666 -0- 87,700
D. C. Horn........ -0- -0- 1,667 13,333 3,499 6,995

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(1)Calculated on the basis of the difference between the option exercise price
and the closing price of the Company's Common Stock on the New York Stock
Exchange on December 31, 2001 ($11.38 per share).

Long-Term Incentive Awards

The Company's Long-Term Performance Plan is designed to increase
management's focus on the Company's longer term performance relative to that of
a group of five other steel producers--Bethlehem Steel Corporation, The LTV
Corporation, National Steel Corporation, Nucor Corporation and United States
Steel Corporation--and to further enhance the Company's ability to retain the
services of its key executives.

Long-term performance is measured on the basis of what the Company deems to
be a critical indicator of profitability in the steel industry--operating
profit per ton of steel shipped--which, for purposes of the plan, is assessed
both annually and cumulatively over a performance period of three years, with a
new performance period commencing annually. Payouts are shown in the Summary
Compensation Table on page 7.

Payouts under the plan are made shortly following the expiration of the
applicable performance period. The payout to each participating executive is
determined by multiplying the executive's annualized base salary as of the end
of the performance period by an award percentage. A target percentage for each
executive is established at or shortly following the beginning of the
performance period, subject to the approval of the Compensation Committee. The
actual award percentage may be higher or lower than the target percentage,
depending upon the Company's performance relative to that of the competitor
group during the performance period, and currently ranges from a threshold of
15% of the target percentage to a maximum of 200% of the target percentage. An
executive would be entitled to the maximum payout only if the Company's
performance ranks first among the competitor group both on a cumulative basis
over the entire performance period and during the last year thereof. No payment
is made to an executive who has voluntarily resigned or been discharged for
cause prior to the scheduled date of payout. Upon retirement or certain other
termination events, an executive is entitled under the Plan to receive, in lieu
of any amounts to which he or she otherwise might have been entitled in respect
of performance periods that commenced prior thereto but are scheduled to expire
thereafter, a payment equal to his or her payout for the performance period
last ended prior to the date of his or her retirement or termination of
employment. Up to 50% of an executive's payout may be made in the form of an
award of shares of restricted stock, which vests with respect to 20% of the
shares on each of the first through fifth anniversaries of the award date.
Except as otherwise approved by the Compensation Committee, no payout is made
unless the Company reports net income for the last year of the performance
period.

The following table sets forth information with respect to potential payouts
to the Named Executives pursuant to the Company's Long-Term Performance Plan:

Projected Long-Term Performance Plan Payouts

Number of
Shares, Performance Projected Future Payouts(2)
Units or Period Until -----------------------------
Other Maturation or Threshold Target Maximum
Name Rights(1) Payout ($) ($) ($)
---- --------- --------------- --------- --------- ---------

R. M. Wardrop, Jr. 85 1/1/01-12/31/03 159,375 1,062,500 2,125,000
J. L. Wareham(3).. 75 1/1/01-12/31/03 -- -- --
J. G. Hritz....... 50 1/1/01-12/31/03 31,875 212,500 425,000
J. L. Wainscott... 50 1/1/01-12/31/03 24,750 165,000 330,000
D. C. Horn........ 50 1/1/01-12/31/03 26,250 175,000 350,000

--------
(1) The number set forth in this column for a Named Executive is the target
percentage specified by the Compensation Committee.
(2) For purposes of projecting a Named Executive's future payout, the
applicable target percentage has been multiplied against the Named
Executive's annualized base salary as of December 31, 2001. A Named
Executive's ultimate payout will be determined by multiplying the
applicable award percentage against his or her annualized base salary at
December 31, 2003, which may not be the same as that in effect at December
31, 2001.
(3) No future payouts are projected for Mr. Wareham because of his retirement
from the Company effective March 1, 2002.

Agreements with Principal Officers

The Company's executive officers and certain other key managers are covered
by agreements that provide for severance payments and other benefits in the
event of termination of the employee's employment for certain reasons set forth
in the agreements (a "Triggering Event"), such as a diminution of the covered
employee's salary, a significant adverse change in the employee's
responsibilities or termination of the employee's employment other than for
cause (as defined in the agreements). The agreements with the executive
officers generally provide that upon the occurrence of a Triggering Event, an
elected officer (including each of the Named Executives) would be entitled to
(i) a lump sum severance payment equal to the salary to which that officer
would otherwise have been entitled for a period (the "severance payment
period") of 36 months (if the Triggering Event occurs within 24 months
following the occurrence of a Change in Control, as defined in the agreements)
or 24 months (in the case of a Triggering Event occurring other than within 24
months after a Change in Control); (ii) a lump sum payment under the Company's
Annual Management Incentive Plan of a sum equal to the aggregate annual bonuses
to which the officer would have been entitled for the applicable severance
payment period based upon the bonus actually received by the employee under
that plan for the year preceding the Triggering Event; (iii) payment of any
Long-Term Performance Plan award earned, but not yet paid, and a lump-sum
payment equal to the award paid or earned for the prior performance period;
(iv) the immediate vesting and lapse of all restrictions on shares that were
the subject of restricted stock awards to the employee under the Company's
Stock Incentive Plan; (v) the right, for a period of three years following the
Triggering Event, to exercise any stock options that were outstanding at the
date of the Triggering Event; and (vi) continuing coverage under the Company's
benefit plans (including life, health and other insurance benefits) for the
duration of the applicable severance payment period. For all key managers other
than executive officers, the applicable severance period is 18 months, whether
or not the Triggering Event is preceded by a Change in Control. The agreements
with certain executive officers (including the Named Executives) also provide
that, upon either (i) an involuntary termination of employment other than for
cause (whether or not preceded by a Change in Control) or (ii) a voluntary
termination of employment for good reason (as defined in the agreements) within
24 months following a Change in Control, the officer would be entitled to a
further lump sum payment equal to (and in lieu of) all amounts to which that
officer would otherwise have been entitled under the Company's supplemental
retirement plan (described below under "Pension Plans"), such payment to be
calculated as if he had become fully vested under the plan and had retired at
age 60 (or his then actual age, if higher). If the Triggering Event is preceded
by a Change in Control and any portion of the required payments to an elected
officer becomes subject to the federal excise tax on so-called "parachute
payments," the agreement with that officer provides for "gross-up" so that the
net amount retained by the officer, after deduction of the excise tax and any
applicable taxes on the "gross-up" payment, is not reduced as a consequence of
such excise tax. The Company's agreements with its executive officers
(including the Named Executives) provide to each such officer the right,
exercisable only during a thirty-day period commencing (i) immediately after
the occurrence of a Change in Control in the case of the Chief Executive
Officer, and (ii) 180 days following the occurrence of a Change in Control in
the case of all other senior executive officers, to voluntarily terminate his
or her employment and obtain the same benefits as would be available following
a Triggering Event.

Pension Plans

The Company's executive officers are eligible for retirement benefits under
either of two qualified benefit plans: (i) a defined benefit plan (the "Defined
Benefit Plan") that provides benefits based on an employee's highest eligible
earnings in any 60 consecutive months of service during his or her last 120
consecutive months of service, or (ii) a cash balance plan (the "Cash Balance
Plan") that accumulates credits based on an employee's length of service and
his or her compensation throughout that period of service. An employee's
eligibility for coverage under a particular plan is generally determined on the
basis of the date at which he or she commenced employment with the Company.

Executive officers are also eligible for benefits under a supplemental
retirement plan (the "Supplemental Plan") that provides a "make up" of
qualified plan benefits that may be denied to participants in the qualified
plans because of limitations imposed by the Internal Revenue Code of 1986, as
amended, as well as supplemental benefits for employees with a minimum of ten
years of service, including at least five years of service as a member of key
management. The actuarially determined present value of an eligible
participant's vested benefit under the Supplemental Plan is payable in a lump
sum. That benefit is subject to an offset for any benefit from the Company's
qualified plan and any other employer-provided qualified plan. A participant's
benefit under the Supplemental Plan, before giving effect to such offset, is
equal to the greater of:

(a) 50% of his or her average covered compensation (base salary, bonus under
the Annual Management Incentive Plan and payout under the Long-Term
Performance Plan) during the relevant calculation period, or

(b) the participant's benefit under the applicable qualified plan in which
he or she participates, calculated without regard to the limitations
imposed by the Internal Revenue Code of 1986, as amended.

Estimated Annual Pension Benefits

Each of the Named Executives (other than Mr. Hritz) and three of the
Company's other officers, participate in the Cash Balance Plan. Mr. Hritz and
six other officers participate in the Defined Benefit Plan. Except for Mr.
Wareham, who accrued a supplemental retirement benefit under the terms of the
Supplemental Plan in effect at the time of his employment, all officers also
are covered under the Supplemental Plan. The following table sets forth the
estimated combined annual retirement benefits (calculated on a straight life
annuity basis) that may become payable to a covered participant in the higher
compensation classifications under either of the qualified plans and the
Supplemental Plan, assuming satisfaction of the requisite service requirements
at time of retirement:

Estimated Maximum Benefit
----------------------------
Average
Covered Estimated
Compensation ($) Benefit ($)
---------------- -----------

800,000 400,000
1,200,000 600,000
1,600,000 800,000
3,200,000 1,600,000
4,800,000 2,400,000

The following table sets forth, as of December 31, 2001, the number of years of
creditable service and the applicable covered compensation for pension benefit
calculation purposes for each of the Named Executives:

Years of Covered
Name Service Compensation ($)
---- -------- ----------------

R. M. Wardrop, Jr. 9.5 4,815,000
J. L. Wareham..... 4.8 1,600,000
J. G. Hritz....... 12.1 1,056,000
J. L. Wainscott... 6.8 768,000
D. C. Horn........ 1.1 765,000

Compensation Committee Report on Executive Compensation

Compensation Policies

The functions of the Compensation Committee (the "Committee") are to review
and recommend to the Board of Directors the compensation of the Company's Chief
Executive Officer, to review and approve the compensation of all other
officers, to review the duties and responsibilities of all officers, to review
the Company's overall compensation and personnel policies, to administer the
Company's Stock Incentive Plan, Long-Term Performance Plan and certain other
employee benefit plans, and to review and make recommendations to the Board of
Directors with respect to the Company's incentive compensation plans, pension
and savings plans and employee retirement policies, benefits and plans. With
respect to the Company's executive compensation arrangements, the Committee's
goal is to establish a compensation program that strengthens the commonality of
interests between management and the Company's stockholders, links compensation
with Company performance and enables the Company to attract and retain
executives of high caliber and ability.

Executive Officer Compensation Components

The key elements of the Company's executive officer compensation program are
base salary, bonus awards under the Annual Management Incentive Plan and
long-term incentives consisting of awards under the Long- Term Performance Plan
and awards of stock options and restricted stock under the Stock Incentive
Plan. Each of these elements is addressed separately below.

Base Salary

Salary levels are assigned to positions within competitive standards based
on job responsibilities and a review of the salary levels for comparable
positions at other major corporations, as disclosed in compensation surveys
conducted by independent consulting firms. Corporations for which compensation
data are included in these surveys include various industrial companies with
sales, size and scope that can be compared to those of the Company, as well as
the largest publicly owned steel companies in the United States.

Increases in base salary for an executive officer are based on individual
performance, Company performance and market compensation trends. The Committee
does not rely on any specific formula, nor does it assign specific weights to
the various factors used in determining base salaries. Strong individual
performance and strong Company performance would generally result in
above-average increases. Below-market increases or no increases would generally
occur in years when individual performance and Company performance are below
expectations.

Annual Management Incentive Plan

The Company's Annual Management Incentive Plan is designed to motivate
executive officers to focus on both financial and non-financial goals that
directly impact shareholders. A bonus award under the plan is expressed as a
percentage of an executive's total base compensation for the year. Depending
upon the extent to which prescribed targets are achieved or exceeded, that
percentage may vary from approximately 100% to as much as 200% for the Chairman
and Chief Executive Officer, from 75% to as much as 150% for the President and
from 50% to as much as 100% for each of the other executive officers. If
minimum thresholds are not achieved, no bonus is payable.

Although the Company reported a net loss for 2001, the Committee approved
payment of bonus awards to the extent participants' achieved or exceeded
prescribed targets in those objective categories, other than financial results,
that, pursuant to the plan, are required to be considered in determining a
portion of the annual bonus. Bonus awards for 2001, as a percentage of base
salary, were 60% for Mr. Wardrop, 45% for Mr. Wareham, and 30% for each of
Messrs. Hritz, Wainscott and Horn.

Long-Term Performance Plan

The Company's Long-Term Performance Plan is designed to increase
management's focus on the Company's performance relative to that of its
principal competitors over a multi-year period and to further enhance the
Company's ability to retain the services of its key executives.

Although the Company reported a net loss for 2001, because the Company's
operating profit per ton (exclusive of unusual items in 2001) exceeded that of
all other companies in the competitor group in 1999, 2000 and 2001, the
Committee approved the maximum payout for the performance period ended December
31, 2001. Calculated against annualized base salary as of December 31, 2001,
the awards were 170% for Mr. Wardrop, 150% for Mr. Wareham and 100% for Messrs.
Hritz, Wainscott and Horn.

Stock Incentive Plan

Grants of stock options and restricted stock awards under the Company's
Stock Incentive Plan are designed to link executive compensation to
appreciation in the market price of the Company's Common Stock and to encourage
executives to remain in the employ of the Company. Grants of options and
restricted stock awards were made during 2001 to each of the executives named
in the Summary Compensation Table based upon the recommendations of an
independent compensation consultant and consideration of the executive's
performance and contribution to the Company. These grants are reflected in the
Summary Compensation Table.

Compensation of Chief Executive Officer

During 2001, Mr. Wardrop's annual base salary was $1,250,000. He also
received an annual bonus of $750,000 for that year pursuant to the Company's
Annual Management Incentive Plan based solely upon the Company's performance
for the year. In addition, pursuant to the Stock Incentive Plan, Mr. Wardrop
was granted options with respect to 200,000 shares and restricted stock awards
with respect to 80,000 shares. He also received an award of $2,125,000 under
the Long-Term Performance Plan for the three-year performance period ended
December 31, 2001. In establishing each of these compensation components, the
Committee considered the analysis and recommendations of an independent
compensation consultant, performance against annual and long-term bonus
objective targets and Mr. Wardrop's individual contribution to the Company's
achievements.

Policy with Respect to Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code (the "Code") generally limits to
$1,000,000 per covered executive the deductibility for federal income tax
purposes of the annual compensation paid to a company's chief executive officer
and each of its other four most highly compensated executive officers. Under
the provisions of Section 162(m), there may be excluded from the $1,000,000
limit compensation that is determined on the basis of certain performance goals
under plans that meet certain specific criteria. Compensation attributable to
the exercise of options granted under the Stock Incentive Plan, as well as
bonuses paid under the Annual Management Incentive Plan and the Long-Term
Performance Plan, are excluded from the $1,000,000 limit as a consequence of
certain provisions of those plans that were approved by stockholders.

THE COMPENSATION COMMITTEE
Allen Born, Chairperson
Dr. Bonnie G. Hill
Robert H. Jenkins
Lawrence A. Leser

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee are not employees or officers of
the Company. No member of the Committee is an executive officer of a company of
which an executive officer of the Company serves as a director.

COMPARATIVE PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return on the
Company's Common Stock for the five-year period from January 1, 1997 through
December 31, 2001, with the cumulative total return for the same period of (i)
the Standard & Poor's 500 Stock Index and (ii) a peer group consisting of the
four largest publicly owned integrated steel companies in the United States
(Bethlehem Steel Corporation, The LTV Corporation, National Steel Corporation
and United States Steel Corporation). These comparisons assume an investment of
$100 at the commencement of the period and reinvestment of dividends. With
respect to companies in the peer group, the returns of each company have been
weighted to reflect its stock market capitalization relative to that of the
other companies in the group.

Cumulative Total Returns
January 1, 1997 through December 31, 2001
(Value of $100 invested on January 1, 1997)

[GRAPH APPEARS HERE]

[CHART]

AK Steel Peer Group S&P 500
-------- ---------- -------
1/1/97 $ 100 $ 100 $ 100
12/31/97 91.24 99.11 133.32
12/31/98 124.39 74.74 171.34
12/31/99 102.38 91.28 207.35
12/31/00 50.14 39.14 188.46
12/31/01 65.95 37.28 166.16

AUDIT COMMITTEE REPORT

In accordance with its written charter adopted by the Board of Directors,
the Audit Committee of the Board assists the Board in fulfilling its
responsibility for oversight of the quality and integrity of the accounting,
auditing and financial reporting practices of the Company. During 2001, the
Committee met four times and discussed the interim financial information
contained in each quarterly earnings announcement with the Company's Chief
Financial Officer and its independent auditors prior to public release.

In discharging its oversight responsibility as to the audit process, the
Committee obtained from the independent auditors a formal written statement
describing all relationships between the auditors and the Company that might
bear on the auditors' independence consistent with Independence Standard Board
Standard No. 1, "Independence Discussion with Audit Committees," discussed with
the auditors any relationships that may impact their objectivity and
independence and satisfied itself as to the auditors' independence. The
Committee also discussed with management, the internal auditors and the
independent auditors the quality and adequacy of the Company's internal
controls and the internal audit function's organization, responsibilities,
budget and staffing. The Committee reviewed with the independent auditors their
audit plans, audit scope and identification of audit risks.

The Committee discussed and reviewed with the independent auditors all
communications required by generally accepted auditing standards, including
those described in Statement of Auditing Standards No. 61, as amended,
"Communication with Audit Committees" and, with and without management present,
discussed and reviewed the results of the independent auditors' examination of
the financial statements.

In January 2002, the Committee discussed and reviewed the Company's audited
financial statements as of and for the year ended December 31, 2001 with
management and the independent auditors. Management has the responsibility for
the preparation of the Company's financial statements and the independent
auditors have the responsibility for the examination of those statements.

Based on the above-mentioned review and discussions with management and the
independent auditors, the Committee recommended to the Board that the Company's
audited financial statements be included in its Annual Report on Form 10-K for
the year ended December 31, 2001, for filing with the Securities and Exchange
Commission. The Committee also recommended the reappointment of the independent
auditors and the Board concurred with that recommendation.

THE AUDIT COMMITTEE
Lawrence A. Leser, Chairperson
Allen Born
Daniel J. Meyer
Dr. James A. Thomson

PRINCIPAL ACCOUNTING FIRM FEES

The following table sets forth the aggregate fees paid or accrued by the
Company to its principal accounting firm, Deloitte & Touche LLP, for the year
ended December 31, 2001:

Audit fees(1).... $1,109,000
All other fees(2) 2,128,410
----------
Total......... $3,237,410
==========

--------
(1)Includes fees for audit of annual financial statements and reviews
of unaudited quarterly financial reports, as well as fees for
audits required for regulatory reporting by the Company's insurance
subsidiaries.

(2)Includes audit-related fees for audits of employee benefit plans,
agreed-upon procedure engagements and consents related to filings
with the Securities and Exchange Commission. Also includes fees for
tax compliance, tax planning, and other non-audit services.

HOUSEHOLDING OF PROXY MATERIALS

The Securities and Exchange Commission has approved a new rule concerning
the delivery of annual reports, proxy statements, prospectuses and information
statements. It permits the Company to send a single set of these documents to
any household at which two or more stockholders reside if we believe they are
members of the same family. Each stockholder will continue to receive a
separate proxy card. This procedure, referred to as "householding," reduces the
volume of duplicate information you receive and reduces our expenses. The
Company plans to institute this procedure for all relevant accounts after this
year's annual meeting. If you agree to householding, you will help reduce
printing and mailing costs for the Company. The Company has sent an important
notice regarding householding to each of its registered stockholders with this
year's annual report and proxy statement.

STOCKHOLDER PROPOSALS AND NOMINATIONS OF DIRECTORS

If a stockholder intends to present a proposal at the 2003 Annual Meeting of
Stockholders and seeks to have the proposal included in the Company's proxy
materials in reliance on Rule 14a-8 under the Securities Exchange Act of 1934,
the proposal must be submitted in writing and received by the Secretary of the
Company no later than December 5, 2002. The proposal must also satisfy the
other requirements of the rules of the Securities and Exchange Commission
relating to stockholder proposals.

The Company's By-Laws establish an advance notice procedure with regard to
certain matters, including stockholder proposals and nominations of individuals
for election to the Board of Directors. Notice of a stockholder proposal or
director nomination for the 2003 Annual Meeting must be received by the Company
no later than March 16, 2003 nor earlier than February 15, 2003 and must
contain certain information and conform to certain requirements specified in
the By-Laws. If the Chairman at the Annual Meeting determines that a
stockholder proposal or director nomination was not made in accordance with the
By-Laws, the Company may disregard the proposal or nomination. In addition, if
a stockholder submits a proposal outside of Rule 14a-8 for the 2003 Annual
Meeting, and the proposal fails to comply with the advance notice procedure
prescribed by the By-Laws, then the Company's proxy may confer discretionary
authority on the persons being appointed as proxies on behalf of the Board of
Directors to vote on the proposal.

Any proposals, as well as any related questions, should be directed to the
Secretary of the Company, AK Steel Holding Corporation, 703 Curtis Street,
Middletown, Ohio 45043-0001.

OTHER MATTERS

The Company's audited financial statements as of and for the year ended
December 31, 2001, together with the report thereon of Deloitte & Touche LLP,
independent public accountants, are included in the Company's Annual Report on
Form 10-K under the Securities Exchange Act of 1934. A copy of the 2001 Annual
Report on Form 10-K is included in the Company's 2001 Annual Report to
Stockholders and is being furnished to stockholders together with this Proxy
Statement.

The Board of Directors has selected Deloitte & Touche LLP as the Company's
independent accountants for the current fiscal year. Representatives of
Deloitte & Touche LLP are expected to be present at the Annual Meeting and will
respond to appropriate questions.

This Proxy Statement and the accompanying form of proxy will initially be
mailed to stockholders on or about April 5, 2002, together with the 2001 Annual
Report to Stockholders. In addition, the Company is requesting banks, brokers
and other custodians, nominees and fiduciaries to forward these proxy materials
and the accompanying reports to the beneficial owners of shares of the
Company's Common Stock held by them of record and will reimburse them for their
reasonable out-of-pocket expenses for doing so. The Company has retained
Innisfree M&A Incorporated to assist in the solicitation of proxies for a fee
estimated to be $7,500 plus out-of-pocket expenses. Solicitation of proxies
also may be made by officers and employees of the Company. The cost of
soliciting proxies will be borne by the Company.

The Board of Directors does not know of any matters to be presented at the
meeting other than those set forth in the accompanying Notice of Meeting.
However, if any other matters properly come before the meeting, it is intended
that the holders of proxies will vote thereon in their discretion.

By order of the Board of Directors,
BRENDA S. HARMON
Secretary

Middletown, Ohio
April 5, 2002

AK STEEL HOLDING CORPORATION
Annual Meeting of Stockholders
To be held on May 14, 2002

The undersigned stockholder of AK Steel Holding Corporation (the "Company")
hereby appoints Richard M. Wardrop, Jr., David C. Horn and Brenda S. Harmon, and
each of them, as attorneys and proxies, each with full power of substitution, to
represent the undersigned at the Annual Meeting of Stockholders of the Company
to be held on May 14, 2002, and at any adjournment thereof, with authority to
vote at such meeting all shares of Common Stock and/or Preferred Stock of the
Company owned by the undersigned on March 22, 2002, in accordance with the
directions indicated herein:

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. UNLESS OTHERWISE SPECIFIED, THIS PROXY
WILL BE VOTED "FOR" THE ELECTION AS A DIRECTOR OF EACH OF THE NINE NOMINEES
NAMED ON THE REVERSE SIDE.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NINE NOMINEES
NAMED FOR ELECTION AS A DIRECTOR.

ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees
listed below

Nominees: Richard A. Abdoo, Allen Born, Donald V. Fites, Dr. Bonnie G. Hill,
Robert H. Jenkins, Lawrence A. Leser, Daniel J. Meyer, Dr. James
A. Thomson and Richard M. Wardrop, Jr.

(INSTRUCTIONS: To withhold authority to vote for an individual nominee named
above, strike a line through that nominee's name) and to transact such other
business as may properly come before the meeting or any adjournment thereof.
Please sign, date and return this proxy card
promptly using the enclosed envelope.

Date:_____________________________

Signature(s): ____________________

Signature(s): ____________________
(Please date and sign exactly as
name appears hereon. When signing
as attorney, administrator, trustee,
custodian or guardian, give full
title as such. When more than one
owner, all should sign. Proxies
executed by a partnership or
corporation should be signed in the
full partnership or corporate name
by a partner or authorized officer.)