Allegheny Technologies Incorporated

Financial Information for Subsidiary and Guarantor Parent

Balance Sheets

September 30, 2013



(In millions)	Guarantor Parent		Subsidiary		Non-guarantor Subsidiaries		Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	2.6	$	7.3	$	525.8	$	—		$	535.7
Accounts receivable, net	3.4		187.5		386.0					576.9
Intercompany notes receivable	—		—		1,261.4		(1,261.4		)	—
Inventories, net	—		267.1		1,077.8		—			1,344.9
Prepaid expenses and other current assets	82.9		9.3		28.4		—			120.6
Current assets of discontinued operations	—		—		115.4		—			115.4
Total current assets	88.9		471.2		3,394.8		(1,261.4		)	2,693.5
Property, plant and equipment, net	3.2		1,211.8		1,529.7		—			2,744.7
Cost in excess of net assets acquired	—		112.1		616.0		—			728.1
Intercompany notes receivable	—		—		200.0		(200.0		)	—
Investment in subsidiaries	5,605.5		37.7		—		(5,643.2		)	—
Other assets	39.5		31.3		277.2		—			348.0
Non-current assets of discontinued operations	—		—		85.0		—			85.0
Total assets	$	5,737.1	$	1,864.1	$	6,102.7	$	(7,104.6	)	$	6,599.3
Liabilities and stockholders’ equity:
Accounts payable	$	4.6	$	230.8	$	166.5	$	—		$	401.9
Accrued liabilities	46.9		57.0		201.0		—			304.9
Intercompany notes payable	664.5		596.9		—		(1,261.4		)	—
Deferred income taxes	8.2		—		—		—			8.2
Short-term debt and current portion of long-term debt	402.9		0.1		16.9		—			419.9
Current liabilities of discontinued operations	—		—		33.7		—			33.7
Total current liabilities	1,127.1		884.8		418.1		(1,261.4		)	1,168.6
Long-term debt	1,350.9		150.5		40.8		—			1,542.2
Intercompany notes payable	—		200.0		—		(200.0		)	—
Accrued postretirement benefits	—		183.1		291.9		—			475.0
Pension liabilities	638.1		4.7		59.6		—			702.4
Deferred income taxes	52.1		—		—		—			52.1
Other long-term liabilities	4.8		19.3		70.8		—			94.9
Total liabilities	3,173.0		1,442.4		881.2		(1,461.4		)	4,035.2
Total stockholders’ equity	2,564.1		421.7		5,221.5		(5,643.2		)	2,564.1
Total liabilities and stockholders’ equity	$	5,737.1	$	1,864.1	$	6,102.7	$	(7,104.6	)	$	6,599.3

Allegheny Technologies Incorporated

Financial Information for Subsidiary and Guarantor Parent

Statements of Income and Comprehensive Income

For the three months ended September 30, 2013



(In millions)	Guarantor Parent			Subsidiary			Non-guarantor Subsidiaries			Eliminations			Consolidated
Sales	$	—		$	422.3		$	550.1		$	—		$	972.4
Cost of sales	19.4			424.3			475.6			—			919.3
Selling and administrative expenses	35.4			7.4			27.8			—			70.6
Income (loss) before interest, other income and income taxes	(54.8		)	(9.4		)	46.7			—			(17.5		)
Interest expense, net	(17.3		)	(9.7		)	8.8			—			(18.2		)
Other income (loss) including equity in income of unconsolidated subsidiaries	36.8			0.1			0.3			(36.8		)	0.4
Income (loss) from continuing operations before income tax provision (benefit)	(35.3		)	(19.0		)	55.8			(36.8		)	(35.3		)
Income tax provision (benefit)	(8.5		)	(6.6		)	22.4			(15.8		)	(8.5		)
Income (loss) from continuing operations	(26.8		)	(12.4		)	33.4			(21.0		)	(26.8		)
Income (loss)from discontinued operations, net of tax	(5.4		)	—			(2.5		)	2.5			(5.4		)
Net income (loss)	(32.2		)	(12.4		)	30.9			(18.5		)	(32.2		)
Less: Net income (loss) attributable to noncontrolling interests	—			—			1.6			—			1.6
Net income (loss) attributable to ATI	$	(32.2	)	$	(12.4	)	$	29.3		$	(18.5	)	$	(33.8	)
Comprehensive income (loss) attributable to ATI	$	(9.9	)	$	(12.2	)	$	42.0		$	(31.5	)	$	(11.6	)

Allegheny Technologies Incorporated

Financial Information for Subsidiary and Guarantor Parent

Statements of Income and Comprehensive Income

For the nine months ended September 30, 2013



(In millions)	Guarantor Parent			Subsidiary			Non-guarantor Subsidiaries			Eliminations			Consolidated
Sales	$	—		$	1,375.2		$	1,753.0		$	—		$	3,128.2
Cost of sales	55.5			1,359.5			1,471.9			—			2,886.9
Selling and administrative expenses	88.9			27.3			93.9			—			210.1
Income (loss) before interest, other income and income taxes	(144.4		)	(11.6		)	187.2			—			31.2
Interest expense, net	(45.5		)	(27.0		)	26.0			—			(46.5		)
Other income (loss) including equity in income of unconsolidated subsidiaries	175.9			0.6			0.8			(176.0		)	1.3
Income (loss) from continuing operations before income tax provision (benefit)	(14.0		)	(38.0		)	214.0			(176.0		)	(14.0		)
Income tax provision (benefit)	(4.4		)	(9.8		)	76.6			(66.8		)	(4.4		)
Income (loss) from continuing operations	(9.6		)	(28.2		)	137.4			(109.2		)	(9.6		)
Income (loss) from discontinued operations, net of tax	(4.4		)	—			(0.2		)	0.2			(4.4		)
Net income (loss)	(14.0		)	(28.2		)	137.2			(109.0		)	(14.0		)
Less: Net income attributable to noncontrolling interests	—			—			5.4			—			5.4
Net income (loss) attributable to ATI	$	(14.0	)	$	(28.2	)	$	131.8		$	(109.0	)	$	(19.4	)
Comprehensive income (loss) attributable to ATI	$	35.3		$	(27.8	)	$	134.8		$	(114.9	)	$	27.4

Condensed Statements of Cash Flows

For the nine months ended September 30, 2013



(In millions)	Guarantor Parent			Subsidiary			Non-guarantor Subsidiaries			Eliminations			Consolidated
Cash flows provided by (used in) operating activities	$	(9.1	)	$	(87.2	)	$	348.0		$	(24.3	)	$	227.4
Investing Activities:
Purchases of property, plant and equipment	(0.2		)	(359.1		)	(36.2		)	—			(395.5		)
Net receipts/(payments) on intercompany activity	—			—			(31.4		)	31.4			—
Asset disposals and other	0.1			0.1			0.6			—			0.8
Cash flows provided by (used in) investing activities	(0.1		)	(359.0		)	(67.0		)	31.4			(394.7		)
Financing Activities:
Borrowings on long-term debt	500.0			—			—			—			500.0
Net receipts/(payments) on intercompany activity	(409.0		)	440.4			—			(31.4		)	—
Dividends paid to stockholders	(57.7		)	—			(24.3		)	24.3			(57.7		)
Other	(27.0		)	—			(16.9		)	—			(43.9		)
Cash flows provided by (used in) financing activities	6.3			440.4			(41.2		)	(7.1		)	398.4
Increase (decrease) in cash and cash equivalents	$	(2.9	)	$	(5.8	)	$	239.8		$	—		$	231.1

Allegheny Technologies Incorporated

Financial Information for Subsidiary and Guarantor Parent

Balance Sheets

December 31, 2012



	Guarantor				Non-guarantor
(In millions)	Parent		Subsidiary		Subsidiaries		Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	5.5	$	13.1	$	286.0	$	—		$	304.6
Accounts receivable, net	0.4		190.1		422.8		—			613.3
Intercompany notes receivable	—		—		1,289.9		(1,289.9		)	—
Inventories, net	—		311.1		1,225.5		—			1,536.6
Prepaid expenses and other current assets	1.1		10.2		44.8		—			56.1
Total current assets	7.0		524.5		3,269.0		(1,289.9		)	2,510.6
Property, plant and equipment, net	3.9		882.2		1,673.8		—			2,559.9
Cost in excess of net assets acquired	—		112.1		628.0		—			740.1
Deferred income taxes	71.5		—		—		—			71.5
Intercompany notes receivable	—		—		200.1		(200.1		)	—
Investment in subsidiaries	5,545.4		33.7		—		(5,579.1		)	—
Other assets	50.5		35.5		279.7		—			365.7
Total assets	$	5,678.3	$	1,588.0	$	6,050.6	$	(7,069.1	)	$	6,247.8
Liabilities and stockholders’ equity:
Accounts payable	$	5.3	$	262.6	$	232.0	$	—		$	499.9
Accrued liabilities	64.0		62.2		204.3		—			330.5
Intercompany notes payable	$	1,073.4	$	216.5	$	—	$	(1,289.9	)	—
Deferred income taxes	24.0		—		—		—			24.0
Short-term debt and current portion of long-term debt	0.3		0.1		16.7		—			17.1
Total current liabilities	1,167.0		541.4		453.0		(1,289.9		)	871.5
Long-term debt	1,253.4		150.5		59.1		—			1,463.0
Intercompany notes payable	—		200.1		—		(200.1		)
Accrued postretirement benefits	—		198.2		297.0		—			495.2
Pension liabilities	651.7		5.1		64.3		—			721.1
Other long-term liabilities	19.1		20.8		70.0		—			109.9
Total liabilities	3,091.2		1,116.1		943.4		(1,490.0		)	3,660.7
Total stockholders’ equity	2,587.1		471.9		5,107.2		(5,579.1		)	2,587.1
Total liabilities and stockholders’ equity	$	5,678.3	$	1,588.0	$	6,050.6	$	(7,069.1	)	$	6,247.8

The condensed consolidating balance sheets at December 31, 2012 have been restated to revise the presentation of intercompany balances, and to reflect equity elimination entries between Non-guarantor Subsidiaries within the Non-guarantor balance sheet, rather than as part of Eliminations. These revisions increased Non-guarantor balances of total current assets $1,289.9 million and total assets $1,112.7 million, decreased total current liabilities and total liabilities $196.8 million, and increased total stockholders' equity $1,309.5 million. The Subsidiary balances of total assets, total current liabilities and total liabilities were each reduced by $141.1 million to reclassify intercompany balances to a net payable presentation. There was no impact to the consolidated financial statements as a result of these presentation changes.

Allegheny Technologies Incorporated

Financial Information for Subsidiary and Guarantor Parent

Statements of Income and Comprehensive Income

For the three months ended September 30, 2012



(In millions)	Guarantor Parent			Subsidiary			Non-guarantor Subsidiaries		Eliminations			Consolidated
Sales	$	—		$	483.6		$	647.9	$	—		$	1,131.5
Cost of sales	15.1			453.8			519.9		—			988.8
Selling and administrative expenses	33.7			10.8			33.1		—			77.6
Income (loss) before interest, other income and income taxes	(48.8		)	19.0			94.9		—			65.1
Interest income (expense), net	(14.7		)	(2.7		)	0.2		—			(17.2		)
Other income (loss) including equity in income of unconsolidated subsidiaries	111.6			(5.2		)	7.8		(114.0		)	0.2
Income from continuing operations before income tax provision	48.1			11.1			102.9		(114.0		)	48.1
Income tax provision	14.8			4.6			33.3		(37.9		)	14.8
Income from continuing operations	33.3			6.5			69.6		(76.1		)	33.3
Income from discontinued operations, net of tax	4.0			—			4.6		(4.6		)	4.0
Net income	37.3			6.5			74.2		(80.7		)	37.3
Less: Net income attributable to noncontrolling interests	—			—			2.0		—			2.0
Net income attributable to ATI	$	37.3		$	6.5		$	72.2	$	(80.7	)	$	35.3
Comprehensive income attributable to ATI	$	74.4		$	6.3		$	87.3	$	(96.2	)	$	71.8

Allegheny Technologies Incorporated

Financial Information for Subsidiary and Guarantor Parent

Statements of Income and Comprehensive Income

For the nine months ended September 30, 2012



(In millions)	Guarantor Parent			Subsidiary			Non-guarantor Subsidiaries			Eliminations			Consolidated
Sales	$	—		$	1,614.2		$	2,031.3		$	—		$	3,645.5
Cost of sales	41.8			1,488.7			1,609.1			—			3,139.6
Selling and administrative expenses	109.1			33.2			101.0			—			243.3
Income (loss) before interest, other income and income taxes	(150.9		)	92.3			321.2			—			262.6
Interest expense, net	(47.3		)	(7.9		)	(0.5		)	—			(55.7		)
Other income (loss) including equity in income of unconsolidated subsidiaries	405.7			(16.1		)	24.2			(413.2		)	0.6
Income from continuing operations before income tax provision	207.5			68.3			344.9			(413.2		)	207.5
Income tax provision	66.6			26.9			116.9			(143.8		)	66.6
Income from continuing operations	140.9			41.4			228.0			(269.4		)	140.9
Income from discontinued operations, net of tax	13.4			—			16.1			(16.1		)	13.4
Net income	154.3			41.4			244.1			(285.5		)	154.3
Less: Net income attributable to noncontrolling interests	—			—			6.4			—			6.4
Net income attributable to ATI	$	154.3		$	41.4		$	237.7		$	(285.5	)	$	147.9
Comprehensive income attributable to ATI	$	220.0		$	40.6		$	249.2		$	(296.2	)	$	213.6

Condensed Statements of Cash Flows

For the nine months ended September 30, 2012



(In millions)	Guarantor Parent			Subsidiary			Non-guarantor Subsidiaries			Eliminations			Consolidated
Cash flows provided by (used in) operating activities	$	(26.1	)	$	4.1		$	267.8		$	—		$	245.8
Investing Activities:
Purchases of property, plant and equipment	(1.0		)	(192.5		)	(52.1		)	—			(245.6		)
Net receipts/(payments) on intercompany activity	—			—			(187.0		)	187.0			—
Asset disposals and other	—			0.2			1.3			—			1.5
Cash flows used in investing activities	(1.0		)	(192.3		)	(237.8		)	187.0			(244.1		)
Financing Activities:
Net receipts/(payments) on intercompany activity	103.8			83.2			—			(187.0		)	—
Dividends paid to stockholders	(57.3		)	—			—			—			(57.3		)
Other	(17.0		)	(0.1		)	(26.9		)	—			(44.0		)
Cash flows provided by (used in) financing activities	29.5			83.1			(26.9		)	(187.0		)	(101.3		)
Increase (decrease) in cash and cash equivalents	$	2.4		$	(105.1	)	$	3.1		$	—		$	(99.6	)