Financial Information for Subsidiary and Guarantor Parent | Financial Information for Subsidiary and Guarantor Parent The payment obligations under the $150 million 6.95% debentures due 2025 issued by Allegheny Ludlum, LLC (the “Subsidiary”) are fully and unconditionally guaranteed by Allegheny Technologies Incorporated (the “Guarantor Parent”). In accordance with positions established by the Securities and Exchange Commission, the following financial information sets forth separately financial information with respect to the Subsidiary, the Non-guarantor Subsidiaries and the Guarantor Parent. The principal elimination entries eliminate investments in subsidiaries and certain intercompany balances and transactions. ATI is the plan sponsor for the U.S. qualified defined benefit pension plan (the “Plan”) which covers certain current and former employees of the Subsidiary and the Non-guarantor Subsidiaries. As a result, the balance sheets presented for the Subsidiary and the Non-guarantor Subsidiaries do not include any Plan assets or liabilities, or the related deferred taxes. The Plan assets, liabilities and related deferred taxes and pension income or expense are recognized by the Guarantor Parent. Management and royalty fees charged to the Subsidiary and to the Non-guarantor Subsidiaries by the Guarantor Parent have been excluded solely for purposes of this presentation. Allegheny Technologies Incorporated Financial Information for Subsidiary and Guarantor Parent Balance Sheets June 30, 2015 (In millions) Guarantor Parent Subsidiary Non-guarantor Subsidiaries Eliminations Consolidated Assets: Cash and cash equivalents $ 5.2 $ 14.9 $ 230.8 $ — $ 250.9 Accounts receivable, net 0.1 168.0 425.3 — 593.4 Intercompany notes receivable — — 2,515.5 (2,515.5 ) — Inventories, net — 388.6 1,084.3 — 1,472.9 Prepaid expenses and other current assets 7.0 9.8 49.5 — 66.3 Total current assets 12.3 581.3 4,305.4 (2,515.5 ) 2,383.5 Property, plant and equipment, net 2.5 1,549.5 1,394.7 — 2,946.7 Cost in excess of net assets acquired — 126.6 654.9 — 781.5 Intercompany notes receivable — — 200.0 (200.0 ) — Investment in subsidiaries 6,228.5 37.7 — (6,266.2 ) — Other assets 22.9 30.9 303.8 — 357.6 Total assets $ 6,266.2 $ 2,326.0 $ 6,858.8 $ (8,981.7 ) $ 6,469.3 Liabilities and stockholders’ equity: Accounts payable $ 3.4 $ 263.7 $ 220.4 $ — $ 487.5 Accrued liabilities 42.8 59.8 211.8 — 314.4 Intercompany notes payable 1,274.2 1,241.3 — (2,515.5 ) — Deferred income taxes 67.8 — — — 67.8 Short-term debt and current portion of long-term debt 0.7 0.1 17.5 — 18.3 Total current liabilities 1,388.9 1,564.9 449.7 (2,515.5 ) 888.0 Long-term debt 1,350.9 150.2 1.6 — 1,502.7 Intercompany notes payable — 200.0 — (200.0 ) — Accrued postretirement benefits — 147.1 250.0 — 397.1 Pension liabilities 662.0 5.7 54.4 — 722.1 Deferred income taxes 143.6 — — — 143.6 Other long-term liabilities 20.1 21.0 61.9 — 103.0 Total liabilities 3,565.5 2,088.9 817.6 (2,715.5 ) 3,756.5 Redeemable noncontrolling interest — — 12.1 — 12.1 Total stockholders’ equity 2,700.7 237.1 6,029.1 (6,266.2 ) 2,700.7 Total liabilities and stockholders’ equity $ 6,266.2 $ 2,326.0 $ 6,858.8 $ (8,981.7 ) $ 6,469.3 Allegheny Technologies Incorporated Financial Information for Subsidiary and Guarantor Parent Statements of Operations and Comprehensive Income For the three months ended June 30, 2015 (In millions) Guarantor Parent Subsidiary Non-guarantor Subsidiaries Eliminations Consolidated Sales $ — $ 436.7 $ 585.8 $ — $ 1,022.5 Cost of sales 10.6 429.0 505.9 — 945.5 Selling and administrative expenses 21.4 9.4 41.6 — 72.4 Income (loss) before interest, other income and income taxes (32.0 ) (1.7 ) 38.3 — 4.6 Interest income (expense), net (28.6 ) (12.5 ) 14.3 — (26.8 ) Other income (loss) including equity in income of unconsolidated subsidiaries 39.0 0.2 0.5 (39.1 ) 0.6 Income (loss) from continuing operations before income tax provision (benefit) (21.6 ) (14.0 ) 53.1 (39.1 ) (21.6 ) Income tax provision (benefit) (7.7 ) (4.6 ) 22.3 (17.7 ) (7.7 ) Income (loss) from continuing operations (13.9 ) (9.4 ) 30.8 (21.4 ) (13.9 ) Income (loss) from discontinued operations, net of tax — — — — — Net income (loss) (13.9 ) (9.4 ) 30.8 (21.4 ) (13.9 ) Less: Net income attributable to noncontrolling interests — — 2.5 — 2.5 Net income (loss) attributable to ATI $ (13.9 ) $ (9.4 ) $ 28.3 $ (21.4 ) $ (16.4 ) Comprehensive income (loss) attributable to ATI $ 10.1 $ (6.4 ) $ 47.4 $ (44.0 ) $ 7.1 Allegheny Technologies Incorporated Financial Information for Subsidiary and Guarantor Parent Statements of Operations and Comprehensive Income For the six months ended June 30, 2015 (In millions) Guarantor Parent Subsidiary Non-guarantor Subsidiaries Eliminations Consolidated Sales $ — $ 945.2 $ 1,202.8 $ — $ 2,148.0 Cost of sales 12.8 933.0 1,015.7 — 1,961.5 Selling and administrative expenses 47.2 21.1 67.2 — 135.5 Income (loss) before interest, other income and income taxes (60.0 ) (8.9 ) 119.9 — 51.0 Interest income (expense), net (56.6 ) (24.7 ) 27.8 — (53.5 ) Other income (loss) including equity in income of unconsolidated subsidiaries 115.6 0.6 1.1 (115.8 ) 1.5 Income (loss) from continuing operations before income tax provision (benefit) (1.0 ) (33.0 ) 148.8 (115.8 ) (1.0 ) Income tax provision (benefit) 0.3 (11.2 ) 56.4 (45.2 ) 0.3 Income (loss) from continuing operations (1.3 ) (21.8 ) 92.4 (70.6 ) (1.3 ) Income (loss) from discontinued operations, net of tax — — — — — Net income (loss) (1.3 ) (21.8 ) 92.4 (70.6 ) (1.3 ) Less: Net income attributable to noncontrolling interests — — 5.1 — 5.1 Net income (loss) attributable to ATI $ (1.3 ) $ (21.8 ) $ 87.3 $ (70.6 ) $ (6.4 ) Comprehensive income (loss) attributable to ATI $ 23.1 $ (15.5 ) $ 85.2 $ (75.1 ) $ 17.7 Condensed Statements of Cash Flows For the six months ended June 30, 2015 (In millions) Guarantor Parent Subsidiary Non-guarantor Subsidiaries Eliminations Consolidated Cash flows provided by (used in) operating activities $ (38.0 ) $ (98.1 ) $ 227.6 $ — $ 91.5 Investing Activities: Purchases of property, plant and equipment — (26.0 ) (37.3 ) — (63.3 ) Purchases of businesses, net of cash acquired — — (0.5 ) — (0.5 ) Net receipts/(payments) on intercompany activity — — (206.4 ) 206.4 — Asset disposals and other — 0.2 (0.2 ) — — Cash flows provided by (used in) investing activities — (25.8 ) (244.4 ) 206.4 (63.8 ) Financing Activities: Net receipts/(payments) on intercompany activity 81.3 125.1 — (206.4 ) — Dividends paid to stockholders (38.6 ) — — — (38.6 ) Other (1.7 ) (0.1 ) (5.9 ) — (7.7 ) Cash flows provided by (used in) financing activities 41.0 125.0 (5.9 ) (206.4 ) (46.3 ) Increase (decrease) in cash and cash equivalents $ 3.0 $ 1.1 $ (22.7 ) $ — $ (18.6 ) Allegheny Technologies Incorporated Financial Information for Subsidiary and Guarantor Parent Balance Sheets December 31, 2014 Guarantor Non-guarantor (In millions) Parent Subsidiary Subsidiaries Eliminations Consolidated Assets: Cash and cash equivalents $ 2.2 $ 13.8 $ 253.5 $ — $ 269.5 Accounts receivable, net 0.1 209.1 394.4 — 603.6 Intercompany notes receivable — — 2,390.8 (2,390.8 ) — Inventories, net — 387.7 1,085.1 — 1,472.8 Prepaid expenses and other current assets 63.7 13.2 59.3 — 136.2 Total current assets 66.0 623.8 4,183.1 (2,390.8 ) 2,482.1 Property, plant and equipment, net 2.2 1,545.1 1,414.5 — 2,961.8 Cost in excess of net assets acquired — 126.6 653.8 — 780.4 Intercompany notes receivable — — 200.0 (200.0 ) — Investment in subsidiaries 6,149.4 37.7 — (6,187.1 ) — Other assets 23.7 28.0 306.6 — 358.3 Total assets $ 6,241.3 $ 2,361.2 $ 6,758.0 $ (8,777.9 ) $ 6,582.6 Liabilities and stockholders’ equity: Accounts payable $ 4.5 $ 302.0 $ 250.2 $ — $ 556.7 Accrued liabilities 47.5 72.0 203.7 — 323.2 Intercompany notes payable 1,232.6 1,158.2 — (2,390.8 ) — Deferred income taxes 62.2 — — — 62.2 Short-term debt and current portion of long-term debt 0.5 0.1 17.2 — 17.8 Total current liabilities 1,347.3 1,532.3 471.1 (2,390.8 ) 959.9 Long-term debt 1,350.6 150.3 8.2 — 1,509.1 Intercompany notes payable — 200.0 — (200.0 ) — Accrued postretirement benefits — 153.0 262.8 — 415.8 Pension liabilities 675.5 6.0 57.8 — 739.3 Deferred income taxes 80.9 — — — 80.9 Other long-term liabilities 77.7 22.5 56.0 — 156.2 Total liabilities 3,532.0 2,064.1 855.9 (2,590.8 ) 3,861.2 Redeemable noncontrolling interest — — 12.1 — 12.1 Total stockholders’ equity 2,709.3 297.1 5,890.0 (6,187.1 ) 2,709.3 Total liabilities and stockholders’ equity $ 6,241.3 $ 2,361.2 $ 6,758.0 $ (8,777.9 ) $ 6,582.6 Allegheny Technologies Incorporated Financial Information for Subsidiary and Guarantor Parent Statements of Operations and Comprehensive Income For the three months ended June 30, 2014 (In millions) Guarantor Parent Subsidiary Non-guarantor Subsidiaries Eliminations Consolidated Sales $ — $ 513.8 $ 605.2 $ — $ 1,119.0 Cost of sales 14.8 525.2 489.5 — 1,029.5 Selling and administrative expenses 20.9 10.3 34.5 — 65.7 Income (loss) before interest, other income and income taxes (35.7 ) (21.7 ) 81.2 — 23.8 Interest income (expense), net (28.6 ) (11.2 ) 11.3 — (28.5 ) Other income (loss) including equity in income of unconsolidated subsidiaries 60.9 0.2 0.8 (60.6 ) 1.3 Income (loss) from continuing operations before income tax provision (benefit) (3.4 ) (32.7 ) 93.3 (60.6 ) (3.4 ) Income tax provision (benefit) (2.9 ) (11.8 ) 38.6 (26.8 ) (2.9 ) Income (loss) from continuing operations (0.5 ) (20.9 ) 54.7 (33.8 ) (0.5 ) Income (loss) from discontinued operations, net of tax (0.2 ) — (0.2 ) 0.2 (0.2 ) Net income (loss) (0.7 ) (20.9 ) 54.5 (33.6 ) (0.7 ) Less: Net income attributable to noncontrolling interests — — 3.3 — 3.3 Net income (loss) attributable to ATI $ (0.7 ) $ (20.9 ) $ 51.2 $ (33.6 ) $ (4.0 ) Comprehensive income (loss) attributable to ATI $ 28.2 $ (18.8 ) $ 60.2 $ (43.6 ) $ 26.0 Allegheny Technologies Incorporated Financial Information for Subsidiary and Guarantor Parent Statements of Operations and Comprehensive Income For the six months ended June 30, 2014 (In millions) Guarantor Parent Subsidiary Non-guarantor Subsidiaries Eliminations Consolidated Sales $ — $ 941.7 $ 1,164.6 $ — $ 2,106.3 Cost of sales 27.1 964.8 954.7 — 1,946.6 Selling and administrative expenses 48.0 20.4 65.0 — 133.4 Income (loss) before interest, other income and income taxes (75.1 ) (43.5 ) 144.9 — 26.3 Interest income (expense), net (57.1 ) (21.8 ) 21.3 — (57.6 ) Other income (loss) including equity in income of unconsolidated subsidiaries 102.8 0.5 1.4 (102.8 ) 1.9 Income (loss) from continuing operations before income tax provision (benefit) (29.4 ) (64.8 ) 167.6 (102.8 ) — (29.4 ) Income tax provision (benefit) (12.9 ) (23.1 ) 65.0 (41.9 ) (12.9 ) Income (loss) from continuing operations (16.5 ) (41.7 ) 102.6 (60.9 ) — (16.5 ) Income (loss) from discontinued operations, net of tax (2.1 ) — (2.1 ) 2.1 (2.1 ) Net income (loss) (18.6 ) (41.7 ) 100.5 (58.8 ) — (18.6 ) Less: Net income attributable to noncontrolling interests — — 5.4 — 5.4 Net income (loss) attributable to ATI $ (18.6 ) $ (41.7 ) $ 95.1 $ (58.8 ) — $ (24.0 ) Comprehensive income (loss) attributable to ATI $ 27.4 $ (37.6 ) $ 102.7 $ (67.5 ) $ 25.0 Condensed Statements of Cash Flows For the six months ended June 30, 2014 (In millions) Guarantor Parent Subsidiary Non-guarantor Subsidiaries Eliminations Consolidated Cash flows provided by (used in) operating activities $ (45.6 ) $ (196.9 ) $ 205.0 $ — $ (37.5 ) Investing Activities: Purchases of property, plant and equipment — (72.4 ) (25.5 ) — (97.9 ) Purchases of businesses, net of cash acquired — — (92.5 ) — (92.5 ) Net receipts/(payments) on intercompany activity — — (766.5 ) 766.5 — Asset disposals and other — 1.5 0.6 — 2.1 Cash flows provided by (used in) investing activities — (70.9 ) (883.9 ) 766.5 (188.3 ) Financing Activities: Payments on long-term debt and capital leases (397.7 ) — (5.7 ) — (403.4 ) Net receipts/(payments) on intercompany activity 486.8 279.7 — (766.5 ) — Dividends paid to stockholders (38.6 ) — — — (38.6 ) Other (3.9 ) — — — (3.9 ) Cash flows provided by (used in) financing activities 46.6 279.7 (5.7 ) (766.5 ) (445.9 ) Increase (decrease) in cash and cash equivalents $ 1.0 $ 11.9 $ (684.6 ) $ — $ (671.7 ) |