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” (as defined in Rule 12b-2 of the Exchange Act).

Indicate the number ofThere were 110,256,953 shares outstanding of each of the issuer’s classes of common stock outstanding as of the latest practicable date.

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 September 30, 2010,March 31, 2011, the results of its operations for the three-three months ended March 31, 2011 and nine-month periods ended September 30, 2010, and 2009, respectively, and its cash flows for the nine-month periodsthree months ended September 30, 2010March 31, 2011 and 2009, respectively.2010.  The results of operations for the ninethree months ended September 30, 2010March 31, 2011, are not necessarily indicative of the results to be expected for the year ending December 31, 2010.2011.  These condensed conso lidatedconsolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2009.2010.

Inventories are valued at the lower of cost or market.  The cost of the majority of inventories is measured on the last in, first outlast-in, first-out (LIFO) method.  Other inventories are measured principally at average cost.cost and consist mostly of foreign inventories and certain raw materials.

The Company provides noncontributory pension and various healthcare and life insurance benefits to most employees and retirees.  The pension plan is not fully funded.  Through the first nine months of 2010funded and the Company has contributed $110.0plans to contribute at least $170.0 to the qualified pension plan trust in 2011, which satisfieswill satisfy the Company’s minimum required contributioncontributions for 2010.  Of this total, $75.0 was contributed in the first quarter of 2010 and $35.0 was contributed in the second quarter of 2010.  During the first nine months of 2009, the Company made $210.0 in aggregatecurrent year.  Actual contributions to the qualified pension plan trust.

Net periodic benefit costs (income) for pension and other postretirement benefits were as follows:

In the third quarter of 2010, the Company reached a tentative settlement agreement (the “Butler Retiree Settlement”) of a class action filed on behalf of certain retirees from the Company’s Butler Works relating to the Company’s OPEB obligations to such retirees.  That settlement became final in January 2011.  The effect of the settlement on the

Company’s total OPEB liability (prior to any funding of a VEBA Trust created under the terms of the settlement) was an increase in that liability of approximately $29.6 in the first quarter of 2011.  With respect to this increase, a one-time, pre-tax charge of $14.2 was recorded in the first quarter of 2011 to reverse previous amortization of the prior plan amendment.  The remaining portion was recognized in other comprehensive income and will be amortized into earnings over approximately five years.  Included in the “Amortization of gain” for Other Postretirement Benefits was decreased by $0.4 and $1.2, respectively, in the three and nine month periodsthree-month period ended September 30,March 31, 2010 was a charge of $0.4 as a result of a preliminary injunction issued on January 29, 2010 in a case filed by three former hourly workers retired from the Company’s Butler Works.  The preliminary injunction bars the Company from effecting any further benefit reductions or new healthcare charges for Butler Works retirees pending final judgment in the case.related to this issue.  A further discussion of the case and the injunctionButler Works retiree healthcare benefits litigation can be found in Note 9.

The total projected future benefit obligationOPEB liability was remeasured during the first quarter of 2011 for both the CompanyButler Retiree Settlement and the Middletown Retiree Settlement with respect to payments for healthcare benefits to the Company’s retirees is accounted for as “Pension and other postretirement benefit obligations” on the Company’s Condensed Consolidated Balance Sheets.  Thea net amount ofincrease in the liability recognized byof $4.3 resulting from a decrease in the Company, asdiscount rate to 5.18% from the prior year end discount rate of September 30, 2010, for future payment of such benefit obligations5.26%. This loss was approximately $0.8 billion, compared to approximately $0.9 billion at December 31, 2009.recorded in other comprehensive income and will be amortized into earnings.

As a result of the enactment of the Patient Protection and Affordable Care Act and the subsequent enactment of the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Care Acts”), the Company recorded a non-cash charge of $25.3 in the first quarter of 2010.  The charge was due to a reduction in the value of the Company’s deferred tax asset as a result of a change to the tax treatment associated with Medicare Part D reimbursements.  The Company expects to continue to receive Medicare Part D reimbursements notwithstandingdespite passage of the Health Care Acts.

AK Holding’s Stock Incentive Plan (the “SIP”) permits the granting of nonqualified stock option, restricted stock, performance share and restricted stock unit (“RSUs”) awards to Directors, officers and other employees of the Company.  At AK Holding’s 2010 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholdershave approved among other items, an increase of three million shares in the aggregate maximum number of shares issuable under the SIP to a total of 19 million shares and an extension of the period during which equity grants may be madeissuable under the SIP through December 31, 2019.

The shares that are issued asfollowing table summarizes information about share-based compensation expense, which the result of these grantsCompany has estimated will be newly issued shares.  On August 5, 2010, the Company filed a Registration Statement on Form S-8 with t he Securities and Exchange Commission registering the new shares approved at the Annual Meeting.  At the Annual Meeting, the stockholders also re-approved the material terms of the performance goals under the SIP, thereby enabling AK Holding to maintain the tax deductibility of performance-based equity compensation pursuant to Section 162(m) of the Internal Revenue Code.$15.3 for 2011:

Stock options have a maximum term of ten 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.  Stock options granted to officers and key managers vest and become exercisable in three equal installments on the first, second and third anniversaries of the grant date.  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.  The Company has not had, and does not have, a policy or practice of repricing stock options to lower the price at which such option is exercisable.

Performance shares vestThe Company previously compensated its Directors in part with stock options that vested and became exercisable after one year.  On July 16, 2009, however, the Board of AK Holding, upon the recommendation of its outside compensation consultant, approved a three-year period.  Though a target numberchange to the Director compensation program to replace the grants of performance shares is awardedstock options, which non-employee Directors previously received upon election to the Board and at five-year intervals thereafter, with ongoing quarterly awards of restricted stock units (“RSUs”).  This change did not affect the vesting of stock options granted to Directors prior to July 16, 2009.

payments.  The Company uses a prescribed compounded annual growth rate and (ii)straight-line method for amortizing the value of the share-based payments.  The Company estimates that 5% of the options issued will be forfeited.

A summary of option activity under the Company’s SIP for the three months ended March 31, 2011, is presented below:

Restricted stock awards granted to officers and key managers on or prior to December 31, 2006, were awarded on terms pursuant to which 25% of the shares covered by the award vest two years after the date of the award and an additional 25% vest on each of the third, fourth and fifth anniversaries of the date of the award.  Restricted stock awards granted to officers and key managers after December 31, 2006, ordinarily are awarded on terms pursuant to which the shares covered by the award vest ratably on the first, second and third anniversaries of the grant.  However, in connection with the promotion of three existing Named Executive Officers on May 26, 2010, the Company granted restricted stock to each of them that will fullynot vest onat all until the third anniversary of the grant date.  The reason fordate, at which time it will

vest in full if the change fromgrantee is still in the nor mal three-year step vesting of one thirdemploy of the shares each yearCompany.  This “cliff vesting” was used to “cliff” vesting of all of the shares at the end of a three-year period was to encourage the long term employment with the Company ofprovide an additional incentive for each of these Named Executive Officers.Officers to continue his employment with the Company during the three-year vesting period.

A summary of the activity for non-vested restricted stock awards as of September 30, 2010, and changes duringfor the nine-month periodthree months ended March 31, 2011, is presented below:

The following table summarizes information on common stock compensation expense related to restricted stock awards granted under the Company’s SIP and stock compensation expense related to RSUs awarded to Directorsvested for the relevant periods:

As of September 30, 2010,March 31, 2011, there were $5.0$6.5 of total unrecognized compensation costs related to non-vested share-based compensationrestricted stock awards granted under the SIP, which costs are expected to be recognized over a weighted average period of 1.82.2 years.

On May 11, 2010,In April 2011, AK Steel issued $400.0 of 7 5/8% Senior Notes due 2020 (the “2020 Notes”).  The issuance generated net proceeds of $392.0 after underwriting fees.  AK Holding, of which AK Steel is a wholly-owned subsidiary, fully and unconditionally, jointly and severally, guarantees the payment of interest, principal and premium, if any, on the 2020 Notes.  In April 2010, AK Steel commenced a cash tender offer and consent solicitation (the “Tender Offer”) for all of the approximately $504.0 in aggregate principal amount of outstanding 7 3/4% Senior Notes due 2012 (the “Old Notes”).  At the expiration of the Tender Offer on May 21, 2010, AK Steel accepted $321.2 in aggregate principal amount of Old Notes tendered by holders.  The aggregate amount pai d by the Company to consummate the Tender Offer for the Old Notes was approximately $332.8, an amount equal to 100% of the principal amount of the tendered Old Notes, plus interest accrued to the Tender Offer’s expiration and a redemption premium of approximately $1.5 associated with the tendering noteholders’ acceptance of the accompanying consent solicitation.  The redemption premium was recorded in other income (expense) on the Company’s Condensed Consolidated Statements of Operations.

As ofDuring the filing date of this Quarterly Report,period, the Company iswas in compliance with all the terms and conditions of the 2020 Notes’ covenants and the Credit Facility covenants.its debt agreements.

Income taxes recorded through September 30, 2010,March 31, 2011, have been estimated based on year-to-date income and projected results for the full year.  The amounts recorded reflect the provisions of ASC Topic 740, “Accounting for Uncertainty in Income Taxes”, which clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial

As a result of the enactment of the Patient Protection and Affordable Care Act and the subsequent enactment of the Health Care and Education Reconciliation Act of 2010, the Company recorded a non-cash charge of $25.3 in the first quarter of 2010.  The charge was due to a reduction in the value of the Company’s deferred tax asset as a result of a change to the tax treatment associated with Medicare Part D reimbursements.

Comprehensive income (loss), net of tax, is as follows:

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.  TheTo the extent reasonably estimable, 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.  The table below summarizes

The ultimate costs to the Company 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, the Company must make certain assumptions.  The most significant of these assumptions relate to the nature and scope of the work whichthat will be necessary to investigate and remediate a particular site and the cost of that work.  Other significant assumptions include the cleanup technology whichthat 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 by governmental agencies, and the reaction of the governing environmental agencies to the proposed work plans.
60;  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 potential losses 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.

Except as expressly noted below, managementthe Company does not currently anticipate any material impacteffect on the Company’s recurring operating costs or future profitability as a result of its compliance with current environmental regulations.  Moreover, because all domestic steel producers operate under the same set of federal environmental regulations, management believes that the Company does not believe that it is not disadvantaged relative to its domestic competitors by itsthe need to comply with these regulations.  However, someSome foreign competitors may benefit from less stringent environmental requirements in the countries in which they produce, resulting in lower compliance costs and providing those foreign competitors with a cost advantage on their products.

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 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 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

OnAs previously reported, on September 30, 1998, AK Steel’s predecessor, Armco Inc., received an order from the EPA under Section 3013 of RCRA requiring it to develop a plan for investigation of eight areas of 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$1.1 for the projected cost of the study and remediation at 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.

AK SteelAs previously reported, that itAK Steel has been negotiating with the Pennsylvania Department of Environmental Protection (“PADEP”) to resolve an alleged unpermitted discharge of wastewater from the closed Hillside Landfill at the former Ambridge Works.  AK Steel has reached a settlement in this matter and on July 15, 2009, the parties entered into a Consent Order and Agreement (the “Consent Order”) to memorialize that settlement.  Under the terms of the Consent Order, AK Steel willagreed to implement various corrective actions, including an investigation of the area where activities were conducted regarding the landfill, submission of a plan to collect and treat surface waters and seep discharges, and upon approval from PADEP, implementation of that plan.  Also, as part of the Consent Order, AK

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.  ManagementThe Company believes that the ultimate disposition of the foregoing proceedings will not have, individually or in the aggregate, a material adverse effect on the Company’sits consolidated financial condition, 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,May 15, 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.Court.  In accordance with the Consent Decree, the Company is in the process of implementing 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 in 2006 and agreed to perform a supplemental environmental project to remove ozone-depleting refrigerants from certain equipment at an estimated cost of $0.85.  The Company has completed performance of the supplemental environmental project, and the project has been approved by the EPA.  The Company also has completed a significant portion of the remedial activity at Dicks Creek whichthat was planned for 2010.2010, but additional work remains to be performed.  The Company anticipates thathas accrued $11.7 for the cost of the remaining remedial work required under the Consent Decree will be approxi mately $15.8, consistingfor this phase of approximately $2.2 in capital investments and $13.6 in expenses.  The Company has accrued the $13.6 for anticipated expenses associated with this project.  Additional work will be performed to more definitively delineate the remaining soils and sediments which will need to be removed underperformed after this phase, but the Consent Decree.design plan for that work has not yet been approved.  Until that processdesign plan is complete,approved, the Company cannot reliably determine whether the actual cost of the remaining 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.Decree.  The Company currently estimates that the remaining work will be completed in 2012, but that estimated timeframe is subject to the potential for delays, such as due to work plan approval delays, adverse weather conditions, and/or unanticipated soil or sediment conditions.

As previously reported, 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, 2009, 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 anThe majority of asbestos lawsuit initiallycases pending in which AK Steel is filed, the complaint typically doesa defendant do not include a specific dollar claim for damages.  Only 130 ofIn the 426 cases pending at December 31, 2009, in which AK Steel is a defendant,that do include specific dollar claims for damages, in the filed complaints.  Those 130 cases involve a total of 2,489 plaintiffs and 17,089 defendants.  In these cases, 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, 119