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, 2014



(In millions)	Guarantor Parent		Subsidiary		Non-guarantor Subsidiaries		Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	4.6	$	25.4	$	325.1	$	—		$	355.1
Accounts receivable, net	0.2		253.8		396.9		—			650.9
Intercompany notes receivable	—		—		2,377.5		(2,377.5		)	—
Inventories, net	—		322.4		1,084.1		—			1,406.5
Prepaid expenses and other current assets	57.3		7.5		32.9		—			97.7
Current assets of discontinued operations	—		—		3.6		—			3.6
Total current assets	62.1		609.1		4,220.1		(2,377.5		)	2,513.8
Property, plant and equipment, net	2.4		1,467.0		1,447.4		—			2,916.8
Cost in excess of net assets acquired	—		126.6		658.5		—			785.1
Intercompany notes receivable	—		—		200.0		(200.0		)	—
Investment in subsidiaries	6,312.9		37.7		—		(6,350.6		)	—
Other assets	24.6		29.5		297.9		—			352.0
Non-current assets of discontinued operations	—		—		3.2		—			3.2
Total assets	$	6,402.0	$	2,269.9	$	6,827.1	$	(8,928.1	)	$	6,570.9
Liabilities and stockholders’ equity:
Accounts payable	$	3.9	$	319.0	$	233.4	$	—		$	556.3
Accrued liabilities	42.7		64.3		191.5		—			298.5
Intercompany notes payable	1,381.9		995.6		—		(2,377.5		)	—
Deferred income taxes	26.2		—		—		—			26.2
Short-term debt and current portion of long-term debt	0.4		0.1		16.9		—			17.4
Current liabilities of discontinued operations	—		—		4.6		—			4.6
Total current liabilities	1,455.1		1,379.0		446.4		(2,377.5		)	903.0
Long-term debt	1,350.8		150.4		19.5		—			1,520.7
Intercompany notes payable	—		200.0		—		(200.0		)	—
Accrued postretirement benefits	—		173.7		251.6		—			425.3
Pension liabilities	311.2		5.3		39.3		—			355.8
Deferred income taxes	229.4		—		—		—			229.4
Other long-term liabilities	76.9		19.4		49.7		—			146.0
Total liabilities	3,423.4		1,927.8		806.5		(2,577.5		)	3,580.2
Redeemable noncontrolling interest	—		—		12.1		—			12.1
Total stockholders’ equity	2,978.6		342.1		6,008.5		(6,350.6		)	2,978.6
Total liabilities and stockholders’ equity	$	6,402.0	$	2,269.9	$	6,827.1	$	(8,928.1	)	$	6,570.9

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	)

Allegheny Technologies Incorporated

Financial Information for Subsidiary and Guarantor Parent

Balance Sheets

December 31, 2013



	Guarantor				Non-guarantor
(In millions)	Parent		Subsidiary		Subsidiaries		Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	3.6	$	13.5	$	1,009.7	$	—		$	1,026.8
Accounts receivable, net	0.3		179.4		348.5		—			528.2
Intercompany notes receivable	—		—		1,589.4		(1,589.4		)	—
Inventories, net	—		295.5		1,026.6		—			1,322.1
Prepaid expenses and other current assets	26.2		6.5		34.9		—			67.6
Current assets of discontinued operations	—		—		6.1		—			6.1
Total current assets	30.1		494.9		4,015.2		(1,589.4		)	2,950.8
Property, plant and equipment, net	2.9		1,397.5		1,473.7		—			2,874.1
Cost in excess of net assets acquired	—		112.1		615.8		—			727.9
Intercompany notes receivable	—		—		200.0		(200.0		)	—
Investment in subsidiaries	6,170.8		37.7		—		(6,208.5		)	—
Other assets	35.7		32.0		274.3		—			342.0
Non-current assets of discontinued operations	—		—		3.7		—			3.7
Total assets	$	6,239.5	$	2,074.2	$	6,582.7	$	(7,997.9	)	$	6,898.5
Liabilities and stockholders’ equity:
Accounts payable	$	3.1	$	310.5	$	158.2	$	—		$	471.8
Accrued liabilities	51.6		56.6		202.7		—			310.9
Intercompany notes payable	825.6		763.8		—		(1,589.4		)	—
Deferred income taxes	3.5		—		—		—			3.5
Short-term debt and current portion of long-term debt	402.9		0.1		16.9		—			419.9
Current liabilities of discontinued operations	—		—		4.9		—			4.9
Total current liabilities	1,286.7		1,131.0		382.7		(1,589.4		)	1,211.0
Long-term debt	1,350.8		150.4		26.2		—			1,527.4
Intercompany notes payable	—		200.0		—		(200.0		)	—
Accrued postretirement benefits	—		179.7		262.7		—			442.4
Pension liabilities	323.0		5.6		39.6		—			368.2
Deferred income taxes	206.6		—		—		—			206.6
Other long-term liabilities	77.7		20.2		50.3		—			148.2
Total liabilities	3,244.8		1,686.9		761.5		(1,789.4		)	3,903.8
Total stockholders’ equity	2,994.7		387.3		5,821.2		(6,208.5		)	2,994.7
Total liabilities and stockholders’ equity	$	6,239.5	$	2,074.2	$	6,582.7	$	(7,997.9	)	$	6,898.5

Allegheny Technologies Incorporated

Financial Information for Subsidiary and Guarantor Parent

Statements of Operations and Comprehensive Income

For the three months ended June 30, 2013



(In millions)	Guarantor Parent			Subsidiary			Non-guarantor Subsidiaries			Eliminations			Consolidated
Sales	$	—		$	475.8		$	581.0		$	—		$	1,056.8
Cost of sales	18.6			468.5			482.0			—			969.1
Selling and administrative expenses	25.0			9.5			32.6			—			67.1
Income (loss) before interest, other income and income taxes	(43.6		)	(2.2		)	66.4			—			20.6
Interest expense, net	(16.5		)	(14.7		)	17.3			—			(13.9		)
Other income (loss) including equity in income of unconsolidated subsidiaries	66.6			5.9			(8.7		)	(64.0		)	(0.2		)
Income (loss) from continuing operations before income tax provision (benefit)	6.5			(11.0		)	75.0			(64.0		)	6.5
Income tax provision (benefit)	0.6			(0.7		)	23.9			(23.2		)	0.6
Income (loss) from continuing operations	5.9			(10.3		)	51.1			(40.8		)	5.9
Income (loss) from discontinued operations, net of tax	0.7			—			0.7			(0.7		)	0.7
Net income (loss)	6.6			(10.3		)	51.8			(41.5		)	6.6
Less: Net income attributable to noncontrolling interests	—			—			2.2			—			2.2
Net income (loss) attributable to ATI	$	6.6		$	(10.3	)	$	49.6		$	(41.5	)	$	4.4
Comprehensive income (loss) attributable to ATI	$	19.9		$	(10.2	)	$	52.8		$	(46.7	)	$	15.8

Allegheny Technologies Incorporated

Financial Information for Subsidiary and Guarantor Parent

Statements of Operations and Comprehensive Income

For the six months ended June 30, 2013



(In millions)	Guarantor Parent			Subsidiary			Non-guarantor Subsidiaries		Eliminations			Consolidated
Sales	$	—		$	952.9		$	1,202.9	$	—		$	2,155.8
Cost of sales	36.1			935.2			996.3		—			1,967.6
Selling and administrative expenses	53.5			19.9			66.1		—			139.5
Income (loss) before interest, other income and income taxes	(89.6		)	(2.2		)	140.5		—			48.7
Interest expense, net	(28.2		)	(17.3		)	17.2		—			(28.3		)
Other income (loss) including equity in income of unconsolidated subsidiaries	139.1			0.5			0.5		(139.2		)	0.9
Income (loss) from continuing operations before income tax provision (benefit)	21.3			(19.0		)	158.2		(139.2		)	21.3
Income tax provision (benefit)	4.1			(3.2		)	52.9		(49.7		)	4.1
Income (loss) from continuing operations	17.2			(15.8		)	105.3		(89.5		)	17.2
Income (loss) from discontinued operations, net of tax	1.0			—			1.0		(1.0		)	1.0
Net income (loss)	18.2			(15.8		)	106.3		(90.5		)	18.2
Less: Net income attributable to noncontrolling interests	—			—			3.8		—			3.8
Net income (loss) attributable to ATI	$	18.2		$	(15.8	)	$	102.5	$	(90.5	)	$	14.4
Comprehensive income (loss) attributable to ATI	$	45.2		$	(15.6	)	$	92.8	$	(83.4	)	$	39.0

Condensed Statements of Cash Flows

For the six months ended June 30, 2013



(In millions)	Guarantor Parent			Subsidiary			Non-guarantor Subsidiaries			Eliminations			Consolidated
Cash flows provided by (used in) operating activities	$	(39.1	)	$	(86.7	)	$	208.1		$	(24.3	)	$	58.0
Investing Activities:
Purchases of property, plant and equipment	(0.1		)	(201.7		)	(21.9		)	—			(223.7		)
Net receipts/(payments) on intercompany activity	—			—			(358.7		)	358.7			—
Asset disposals and other	—			0.1			0.4			—			0.5
Cash flows provided by (used in) investing activities	(0.1		)	(201.6		)	(380.2		)	358.7			(223.2		)
Financing Activities:
Net receipts/(payments) on intercompany activity	78.7			280.0			—			(358.7		)	—
Dividends paid to stockholders	(38.4		)	—			(24.3		)	24.3			(38.4		)
Other	(3.7		)	(0.1		)	(23.1		)	—			(26.9		)
Cash flows provided by (used in) financing activities	36.6			279.9			(47.4		)	(334.4		)	(65.3		)
Decrease in cash and cash equivalents	$	(2.6	)	$	(8.4	)	$	(219.5	)	$	—		$	(230.5	)

The condensed consolidating statements of cash flows for the six months ended June 30, 2013 have been revised to reclassify intercompany activities between operating, investing and financing activities, rather than entirely as financing activities, as previously presented. These revisions increased (decreased) cash flows provided by (used in) the consolidating statements of cash flows as follows, in millions: operating activities for the Guarantor Parent, Subsidiary, Non-guarantor Subsidiaries and Eliminations, $(18.0), $(138.3), $180.6 and $(24.3), respectively; investing activities for the Non-guarantor Subsidiaries and Eliminations, $(358.7) and $358.7, respectively; and financing activities for the Guarantor Parent, Subsidiary, Non-guarantor Subsidiaries and Eliminations, $18.0, $138.3, $178.1 and $(334.4), respectively.