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	)