8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 7, 2013 (November 4, 2013)

Allegheny Technologies Incorporated

(Exact name of registrant as specified in its charter)

Delaware	1-12001	25-1792394
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1000 Six PPG Place, Pittsburgh, Pennsylvania	15222-5479
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (412) 394-2800

N/A

(Former name or former address, if changed since last report).

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On November 4, 2013, Allegheny Technologies Incorporated (the “Company”) completed its previously announced sale of the assets of TDY Industries, LLC (“TDY”) used or held for use in connection with the Company’s tungsten materials business and the capital stock of certain indirect subsidiaries of the Company which were engaged in the Company’s tungsten materials business (the “Sale”) to Kennametal Inc. (the “Buyer”) for $605 million, subject to certain post-closing adjustments to the purchase price in accordance with the terms of the Purchase Agreement, dated as of September 13, 2013 (the “Purchase Agreement”), by and among TDY, the Buyer, Cuttech Limited and ATI Holdings SAS.

The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 18, 2013 and incorporated herein by reference.

On November 4, 2013, the Company issued a press release announcing the completion of the Sale. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information

The required unaudited pro forma condensed consolidated financial information of the Company that gives effect to the Sale is attached hereto as Exhibit 99.2 and incorporated herein by reference.

(d) Exhibits

Exhibit 2.1	Purchase Agreement, dated as of September 13, 2013, by and among TDY Industries, LLC, Kennametal Inc., Cuttech Limited and ATI Holdings SAS (incorporated by reference to Exhibit 2.1 to Allegheny Technologies Incorporated’s Current Report on Form 8-K filed on September 18, 2013).
Exhibit 99.1	Press release dated November 4, 2013.
Exhibit 99.2	Unaudited pro forma condensed consolidated financial information.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ALLEGHENY TECHNOLOGIES INCORPORATED
By:	/s/ Patrick J. DeCourcy
	Patrick J. DeCourcy
	Interim Chief Financial Officer

Dated: November 7, 2013

EX-99.1

Exhibit 99.1

Allegheny Technologies Incorporated	Contact:
Corporate Headquarters	Dan L. Greenfield
1000 Six PPG Place	412-394-3004
Pittsburgh, PA 15222-5479 U.S.A. www.ATImetals.com

ATI Completes the Sale of its Tungsten Materials Business

Pittsburgh, PA, November 4, 2013 – Allegheny Technologies Incorporated (NYSE:ATI) announced today that it has completed the previously announced sale of its tungsten materials business to Kennametal Inc. (NYSE:KMT) for $605 million.

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which we are unable to predict or control, that may cause our actual results, performance or achievements to materially differ from those expressed or implied in the forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those projected in the forward-looking statements is contained in our filings with the Securities and Exchange Commission. We assume no duty to update our forward-looking statements.

Building the World’s Best Specialty Materials Company™

Allegheny Technologies Incorporated is one of the largest and most diversified specialty metals producers in the world with revenues of approximately $4.1 billion for the twelve months ending September 30, 2013. ATI has approximately 9,600 full-time employees world-wide who use innovative technologies to offer global markets a wide range of specialty metals solutions. Our major markets are aerospace and defense, oil and gas/chemical process industry, electrical energy, medical, automotive, food equipment and appliance, and construction and mining. Our products include titanium and titanium alloys, nickel-based alloys and superalloys, engineered forgings and castings, zirconium, hafnium, and niobium alloys, grain-oriented electrical steel, and stainless and specialty steels. The ATI website is www.ATImetals.com.

EX-99.2

Exhibit 99.2

Allegheny Technologies Incorporated

Pro Forma Consolidated Financial Statements

(Unaudited)

On November 4, 2013, the Company completed the sale of its tungsten materials business (“the disposal group”), which produces tungsten powder, tungsten heavy alloys, tungsten carbide materials, and carbide cutting tools, to Kennametal Inc., and the Company accounted for the disposal group as discontinued operations as of the end of its third quarter ended September 30, 2013.

The following unaudited pro forma consolidated balance sheet as of September 30, 2013 and unaudited pro forma consolidated statements of operations of Allegheny Technologies Incorporated for the fiscal years ended December 31, 2012, 2011 and 2010, give effect to this sale. As we accounted for the disposal group as discontinued operations in our Form 10-Q filing for the period ended September 30, 2013, we have not included the pro forma statements for the consolidated operations for this nine month period then ended. The pro forma consolidated financial statements have been prepared by management of the Company based upon the historical financial statements of the Company and the adjustments and assumptions in the accompanying notes to the pro forma consolidated financial statements.

The consolidated balance sheet as of September 30, 2013 filed in our Form 10-Q for the quarter ended September 30, 2013, presented the net assets of the disposal group as assets and liabilities held for sale. The pro forma consolidated balance sheet reflects the closing transaction as if such a transaction had been consummated on September 30, 2013.

The pro forma consolidated statements of operations set forth the effect of the disposition as if it had occurred on January 1, 2010.

The pro forma consolidated financial statements may not be indicative of the results that actually would have occurred if the sale had occurred on the dates indicated or which may be obtained in the future. The pro forma consolidated financial statements should be read in conjunction with the consolidated financial statements and notes of the Company included in its annual report on Form 10-K for the year ended December 31, 2012.

Allegheny Technologies Incorporated and Subsidiaries

Pro Forma Consolidated Balance Sheet

September 30, 2013

(In millions)

(Unaudited)

	As Reported			Proforma Adjustments			Proforma
ASSETS
Current Assets:
Cash and cash equivalents	$	535.7		$	605.6	(a)	$	1,141.3
Accounts receivable, net of allowances for doubtful accounts		576.9			—			576.9
Inventories, net		1,344.9			—			1,344.9
Prepaid expenses and other current assets		120.6			(82.1	) (b)		38.5
Current assets of discontinued operations		115.4			(108.4	) (c)		7.0
Total Current Assets		2,693.5			415.1			3,108.6
Property, plant and equipment, net		2,744.7			—			2,744.7
Cost in excess of net assets acquired		728.1			—			728.1
Deferred income taxes		—			—			—
Other assets		348.0			—			348.0
Non-current assets of discontinued operations		85.0			(68.9	) (c)		16.1
Total Assets	$	6,599.3		$	346.2		$	6,945.5
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	401.9		$	—		$	401.9
Accrued liabilities		304.9			77.4	(b),(d),(e)		382.3
Deferred income taxes		8.2			—			8.2
Short term debt and current portion of long-term debt		419.9			—			419.9
Current liabilities of discontinued operations		33.7			(13.0	) (c),(f)		20.7
Total Current Liabilities		1,168.6			64.4			1,233.0
Long-term debt		1,542.2			—			1,542.2
Accrued postretirement benefits		475.0			—			475.0
Pension liabilities		702.4			—			702.4
Deferred income taxes		52.1			—			52.1
Other long-term liabilities		94.9			(1.3	) (c),(f)		93.6
Total Liabilities		4,035.2			63.1			4,098.3
Equity:
ATI Stockholders’ Equity:
Preferred stock		—			—			—
Common stock		11.0			—			11.0
Additional paid-in capital		1,181.2			—			1,181.2
Retained earnings		2,335.9			281.0	(g)		2,616.9
Treasury stock		(78.8	)		—			(78.8	)
Accumulated other comprehensive loss, net of tax		(982.6	)		2.1	(h)		(980.5	)
Total ATI stockholders’ equity		2,466.7			283.1			2,749.8
Noncontrolling interests		97.4			—			97.4
Total Equity		2,564.1			283.1			2,847.2
Total Liabilities and Equity	$	6,599.3		$	346.2		$	6,945.5

(a) To recognize proceeds from Kennemetal Inc., which has been adjusted for working capital levels as of September 30, 2013.

(b) Reclassify $82.1 million accrued income tax receivable to a payable since the transaction results in a payable position.

(c) To record removal of net assets held for sale and goodwill allocated to this business.

(d) Record accrual of $8.3 million for transaction costs.

(e) To recognize estimated income tax expense on the estimated gain at an effective rate of 35%.

(f) As part of the agreement to sell the tungsten materials business, the Company has agreed to indemnify the buyer for a five year period for conditional asset retirement obligation costs up to $13 million. This adjustment is to record an additional $9.5 million reserve in current liabilities for this idemnity and reclassify the $3.5 million reserve reported in other long-term liabilities to current.

(g) To record estimated gain on disposition:

Cash proceeds	$	605.6
Less net assets sold		(142.3	)
Less estimated transaction costs		(8.3	)
Less goodwill allocated to business disposed		(11.2	)
Less accrual for conditional asset retirement obligation costs		(9.5	)
Less cumulative translation adjustment		(2.1	)
Pro forma gain before taxes		432.2
Less estimated income tax expense		(151.2	)
Pro forma gain	$	281.0

(h) To record cumulative translation adjustment related to the business sold to earnings as a result of its substantial liquidation.

Allegheny Technologies Incorporated and Subsidiaries

Pro Forma Consolidated Statement of Operations

For the twelve months ended December 31, 2012

(In millions, except per share amounts)

(Unaudited)

	As Reported			Proforma Adjustments (a)			Proforma
Sales	$	5,031.5		$	(329.0	)	$	4,702.5
Costs and expenses:
Cost of sales		4,338.3			(242.1	)		4,096.2
Selling and administrative expenses		377.8			(51.8	)		326.0
Income before interest, other income and income taxes		315.4			(35.1	)		280.3
Interest expense, net		(71.6	)		—			(71.6	)
Other income, net		0.2			(0.2	)		—
Income before income taxes		244.0			(35.3	)		208.7
Income tax provision		76.2			(11.5	)		64.7
Net income		167.8			(23.8	)		144.0
Less: Net income attributable to noncontrolling interests		9.4			—			9.4
Net income attributable to ATI	$	158.4		$	(23.8	)	$	134.6
Basic net income attributable to ATI per common share	$	1.49		$	(0.22	)	$	1.27
Diluted net income attributable to ATI per common share	$	1.43		$	(0.20	)	$	1.23

(a) The adjustment column is to remove the operating results for the Company’s tungsten materials business to reflect the consummation of the sale of this business as if it occurred as of January 1, 2010.

Allegheny Technologies Incorporated and Subsidiaries

Pro Forma Consolidated Statement of Operations

For the twelve months ended December 31, 2011

(In millions, except per share amounts)

(Unaudited)

	As Reported			Proforma Adjustments (a)			Proforma
Sales	$	5,183.0		$	(342.3	)	$	4,840.7
Costs and expenses:
Cost of sales		4,369.8			(256.9	)		4,112.9
Selling and administrative expenses		382.1			(56.5	)		325.6
Income before interest, other income and income taxes		431.1			(28.9	)		402.2
Interest expense, net		(92.3	)		—			(92.3	)
Other income, net		0.6			—			0.6
Income before income taxes		339.4			(28.9	)		310.5
Income tax provision		116.3			(9.9	)		106.4
Net income		223.1			(19.0	)		204.1
Less: Net income attributable to noncontrolling interests		8.8			—			8.8
Net income attributable to ATI	$	214.3		$	(19.0	)	$	195.3
Basic net income attributable to ATI per common share	$	2.09		$	(0.19	)	$	1.90
Diluted net income attributable to ATI per common share	$	1.97		$	(0.17	)	$	1.80

(a) The adjustment column is to remove the operating results for the Company’s tungsten materials business to reflect the consummation of the sale of this business as if it occurred as of January 1, 2010.

Allegheny Technologies Incorporated and Subsidiaries

Pro Forma Consolidated Statement of Operations

For the twelve months ended December 31, 2010

(In millions, except per share amounts)

(Unaudited)

	As Reported			Proforma Adjustments (a)			Proforma
Sales	$	4,047.8		$	(257.8	)	$	3,790.0
Costs and expenses:
Cost of sales		3,557.5			(200.5	)		3,357.0
Selling and administrative expenses		304.9			(49.3	)		255.6
Income before interest, other income and income taxes		185.4			(8.0	)		177.4
Interest expense, net		(62.7	)		—			(62.7	)
Other income, net		3.0			(0.2	)		2.8
Income before income taxes		125.7			(8.2	)		117.5
Income tax provision		47.0			(3.0	)		44.0
Net income		78.7			(5.2	)		73.5
Less: Net income attributable to noncontrolling interests		8.0			—			8.0
Net income attributable to ATI	$	70.7		$	(5.2	)	$	65.5
Basic net income attributable to ATI per common share	$	0.73		$	(0.05	)	$	0.68
Diluted net income attributable to ATI per common share	$	0.72		$	(0.05	)	$	0.67

(a) The adjustment column is to remove the operating results for the Company’s tungsten materials business to reflect the consummation of the sale of this business as if it occurred as of January 1, 2010.