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, 2016 (In millions) Guarantor Parent Subsidiary Non-guarantor Subsidiaries Eliminations Consolidated Assets: Cash and cash equivalents $ 0.4 $ 3.9 $ 318.0 $ — $ 322.3 Accounts receivable, net 0.1 121.0 371.4 — 492.5 Intercompany notes receivable — — 2,740.3 (2,740.3 ) — Inventories, net — 141.4 952.9 — 1,094.3 Prepaid expenses and other current assets 12.3 7.0 24.0 — 43.3 Total current assets 12.8 273.3 4,406.6 (2,740.3 ) 1,952.4 Property, plant and equipment, net 1.7 1,590.8 1,366.4 — 2,958.9 Goodwill — — 646.9 — 646.9 Intercompany notes receivable — — 200.0 (200.0 ) — Investment in subsidiaries 5,814.7 37.7 — (5,852.4 ) — Other assets 16.8 26.4 259.6 — 302.8 Total assets $ 5,846.0 $ 1,928.2 $ 6,879.5 $ (8,792.7 ) $ 5,861.0 Liabilities and stockholders’ equity: Accounts payable $ 3.8 $ 117.9 $ 186.5 $ — $ 308.2 Accrued liabilities 36.5 90.6 163.7 — 290.8 Intercompany notes payable 1,240.9 1,499.4 — (2,740.3 ) — Short-term debt and current portion of long-term debt 0.7 0.3 5.7 — 6.7 Total current liabilities 1,281.9 1,708.2 355.9 (2,740.3 ) 605.7 Long-term debt 1,620.4 150.0 99.7 — 1,870.1 Intercompany notes payable — 200.0 — (200.0 ) — Accrued postretirement benefits — 246.8 69.7 — 316.5 Pension liabilities 775.2 4.8 46.7 — 826.7 Deferred income taxes 52.8 — — — 52.8 Other long-term liabilities 16.4 19.1 54.4 — 89.9 Total liabilities 3,746.7 2,328.9 626.4 (2,940.3 ) 3,761.7 Total stockholders’ equity (deficit) 2,099.3 (400.7 ) 6,253.1 (5,852.4 ) 2,099.3 Total liabilities and stockholders’ equity $ 5,846.0 $ 1,928.2 $ 6,879.5 $ (8,792.7 ) $ 5,861.0 Allegheny Technologies Incorporated Financial Information for Subsidiary and Guarantor Parent Statements of Operations and Comprehensive Income For the three months ended June 30, 2016 (In millions) Guarantor Parent Subsidiary Non-guarantor Subsidiaries Eliminations Consolidated Sales $ — $ 260.9 $ 549.6 $ — $ 810.5 Cost of sales 9.6 286.9 465.8 — 762.3 Gross profit (loss) (9.6 ) (26.0 ) 83.8 — 48.2 Selling and administrative expenses 20.6 4.9 33.8 — 59.3 Restructuring charges — — 1.0 — 1.0 Operating income (loss) (30.2 ) (30.9 ) 49.0 — (12.1 ) Interest income (expense), net (33.7 ) (17.6 ) 21.0 — (30.3 ) Other income (loss) including equity in income of unconsolidated subsidiaries 22.5 0.3 0.9 (22.7 ) 1.0 Income (loss) before income tax provision (benefit) (41.4 ) (48.2 ) 70.9 (22.7 ) (41.4 ) Income tax provision (benefit) (25.9 ) (17.6 ) 25.8 (8.2 ) (25.9 ) Net income (loss) (15.5 ) (30.6 ) 45.1 (14.5 ) (15.5 ) Less: Net income attributable to noncontrolling interests — — 3.3 — 3.3 Net income (loss) attributable to ATI $ (15.5 ) $ (30.6 ) $ 41.8 $ (14.5 ) $ (18.8 ) Comprehensive income (loss) attributable to ATI $ 4.2 $ (29.3 ) $ 33.7 $ (6.2 ) $ 2.4 Allegheny Technologies Incorporated Financial Information for Subsidiary and Guarantor Parent Statements of Operations and Comprehensive Income For the six months ended June 30, 2016 (In millions) Guarantor Parent Subsidiary Non-guarantor Subsidiaries Eliminations Consolidated Sales $ — $ 474.7 $ 1,093.3 $ — $ 1,568.0 Cost of sales 29.0 585.4 938.6 — 1,553.0 Gross profit (loss) (29.0 ) (110.7 ) 154.7 — 15.0 Selling and administrative expenses 42.5 14.6 64.8 — 121.9 Restructuring charges — 9.0 1.0 — 10.0 Operating income (loss) (71.5 ) (134.3 ) 88.9 — (116.9 ) Interest income (expense), net (64.9 ) (31.7 ) 38.0 — (58.6 ) Other income (loss) including equity in income of unconsolidated subsidiaries (37.3 ) 0.4 1.7 37.0 1.8 Income (loss) before income tax provision (benefit) (173.7 ) (165.6 ) 128.6 37.0 (173.7 ) Income tax provision (benefit) (60.1 ) (61.0 ) 49.5 11.5 (60.1 ) Net income (loss) (113.6 ) (104.6 ) 79.1 25.5 (113.6 ) Less: Net income attributable to noncontrolling interests — — 6.4 — 6.4 Net income (loss) attributable to ATI $ (113.6 ) $ (104.6 ) $ 72.7 $ 25.5 $ (120.0 ) Comprehensive income (loss) attributable to ATI $ (75.8 ) $ (87.2 ) $ 61.0 $ 22.8 $ (79.2 ) Condensed Statements of Cash Flows For the six months ended June 30, 2016 (In millions) Guarantor Parent Subsidiary Non-guarantor Subsidiaries Eliminations Consolidated Cash flows provided by (used in) operating activities $ (50.5 ) $ (166.8 ) $ 183.7 $ — $ (33.6 ) Investing Activities: Purchases of property, plant and equipment (0.3 ) (85.3 ) (59.7 ) — (145.3 ) Net receipts/(payments) on intercompany activity — — (43.5 ) 43.5 — Asset disposals and other — — 1.8 — 1.8 Cash flows provided by (used in) investing activities (0.3 ) (85.3 ) (101.4 ) 43.5 (143.5 ) Financing Activities: Borrowings on long-term debt 287.5 — 100.0 — 387.5 Payments on long-term debt and capital leases (0.3 ) (0.1 ) (0.2 ) — (0.6 ) Net borrowings under credit facilities — — 2.5 — 2.5 Debt issuance costs (9.4 ) — (1.0 ) — (10.4 ) Net receipts/(payments) on intercompany activity (209.8 ) 253.3 — (43.5 ) — Dividends paid to stockholders (17.2 ) — — — (17.2 ) Acquisition of noncontrolling interests — — (12.2 ) — (12.2 ) Cash flows provided by (used in) financing activities 50.8 253.2 89.1 (43.5 ) 349.6 Increase (decrease) in cash and cash equivalents $ — $ 1.1 $ 171.4 $ — $ 172.5 Allegheny Technologies Incorporated Financial Information for Subsidiary and Guarantor Parent Balance Sheets December 31, 2015 Guarantor Non-guarantor (In millions) Parent Subsidiary Subsidiaries Eliminations Consolidated Assets: Cash and cash equivalents $ 0.4 $ 2.8 $ 146.6 $ — $ 149.8 Accounts receivable, net 0.1 100.3 299.9 — 400.3 Intercompany notes receivable — — 2,601.5 (2,601.5 ) — Inventories, net — 239.9 1,031.7 — 1,271.6 Prepaid expenses and other current assets 9.3 3.8 32.8 — 45.9 Total current assets 9.8 346.8 4,112.5 (2,601.5 ) 1,867.6 Property, plant and equipment, net 2.2 1,559.9 1,366.1 — 2,928.2 Goodwill — — 651.4 — 651.4 Intercompany notes receivable — — 200.0 (200.0 ) — Investment in subsidiaries 5,742.5 37.7 — (5,780.2 ) — Other assets 13.4 23.0 268.1 — 304.5 Total assets $ 5,767.9 $ 1,967.4 $ 6,598.1 $ (8,581.7 ) $ 5,751.7 Liabilities and stockholders’ equity: Accounts payable $ 4.8 $ 171.1 $ 204.9 $ — $ 380.8 Accrued liabilities 42.1 74.0 185.7 — 301.8 Intercompany notes payable 1,325.4 1,276.1 — (2,601.5 ) — Short-term debt and current portion of long-term debt 0.7 0.1 3.1 — 3.9 Total current liabilities 1,373.0 1,521.3 393.7 (2,601.5 ) 686.5 Long-term debt 1,341.7 149.7 0.4 — 1,491.8 Intercompany notes payable — 200.0 — (200.0 ) — Accrued postretirement benefits — 280.0 79.2 — 359.2 Pension liabilities 778.0 5.2 50.6 — 833.8 Deferred income taxes 75.6 — — — 75.6 Other long-term liabilities 15.2 20.7 72.4 — 108.3 Total liabilities 3,583.5 2,176.9 596.3 (2,801.5 ) 3,555.2 Redeemable noncontrolling interest — — 12.1 — 12.1 Total stockholders’ equity (deficit) 2,184.4 (209.5 ) 5,989.7 (5,780.2 ) 2,184.4 Total liabilities and stockholders’ equity $ 5,767.9 $ 1,967.4 $ 6,598.1 $ (8,581.7 ) $ 5,751.7 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 Gross profit (loss) (10.6 ) 7.7 79.9 — 77.0 Selling and administrative expenses 21.4 9.4 41.6 — 72.4 Operating income (loss) (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) 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 ) 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 Gross profit (loss) (12.8 ) 12.2 187.1 — 186.5 Selling and administrative expenses 47.2 21.1 67.2 — 135.5 Operating income (loss) (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) 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 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 ) |