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

September 30, 2014



(In millions)	Guarantor Parent		Subsidiary		Non-guarantor Subsidiaries		Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	6.0	$	18.1	$	240.1	$	—		$	264.2
Accounts receivable, net	0.4		229.5		393.8		—			623.7
Intercompany notes receivable	—		—		2,534.3		(2,534.3		)	—
Inventories, net	—		356.8		1,060.9		—			1,417.7
Prepaid expenses and other current assets	51.8		12.5		45.1		—			109.4
Total current assets	58.2		616.9		4,274.2		(2,534.3		)	2,415.0
Property, plant and equipment, net	2.3		1,502.9		1,431.9		—			2,937.1
Cost in excess of net assets acquired	—		126.6		656.2		—			782.8
Intercompany notes receivable	—		—		200.0		(200.0		)	—
Investment in subsidiaries	6,404.8		37.7		—		(6,442.5		)	—
Other assets	25.3		28.1		314.9		—			368.3
Total assets	$	6,490.6	$	2,312.2	$	6,877.2	$	(9,176.8	)	$	6,503.2
Liabilities and stockholders’ equity:
Accounts payable	$	5.5	$	299.9	$	177.3	$	—		$	482.7
Accrued liabilities	38.0		65.5		202.2		—			305.7
Intercompany notes payable	1,454.7		1,079.6		—		(2,534.3		)	—
Deferred income taxes	33.7		—		—		—			33.7
Short-term debt and current portion of long-term debt	0.5		0.1		16.9		—			17.5
Total current liabilities	1,532.4		1,445.1		396.4		(2,534.3		)	839.6
Long-term debt	1,350.7		150.3		8.1		—			1,509.1
Intercompany notes payable	—		200.0		—		(200.0		)	—
Accrued postretirement benefits	—		174.1		246.4		—			420.5
Pension liabilities	304.2		5.2		39.0		—			348.4
Deferred income taxes	244.6		—		—		—			244.6
Other long-term liabilities	79.1		21.2		49.0		—			149.3
Total liabilities	3,511.0		1,995.9		738.9		(2,734.3		)	3,511.5
Redeemable noncontrolling interest	—		—		12.1		—			12.1
Total stockholders’ equity	2,979.6		316.3		6,126.2		(6,442.5		)	2,979.6
Total liabilities and stockholders’ equity	$	6,490.6	$	2,312.2	$	6,877.2	$	(9,176.8	)	$	6,503.2

Allegheny Technologies Incorporated

Financial Information for Subsidiary and Guarantor Parent

Statements of Operations and Comprehensive Income

For the three months ended September 30, 2014



(In millions)	Guarantor Parent			Subsidiary			Non-guarantor Subsidiaries			Eliminations			Consolidated
Sales	$	—		$	473.8		$	595.8		$	—		$	1,069.6
Cost of sales	7.8			465.0			499.8			—			972.6
Selling and administrative expenses	27.5			12.2			29.0			—			68.7
Income (loss) before interest, other income and income taxes	(35.3		)	(3.4		)	67.0			—			28.3
Interest income (expense), net	(26.4		)	(11.3		)	12.5			—			(25.2		)
Other income (loss) including equity in income of unconsolidated subsidiaries	65.8			0.4			0.5			(65.7		)	1.0
Income (loss) from continuing operations before income tax provision (benefit)	4.1			(14.3		)	80.0			(65.7		)	4.1
Income tax provision (benefit)	0.5			(4.6		)	23.4			(18.8		)	0.5
Income (loss) from continuing operations	3.6			(9.7		)	56.6			(46.9		)	3.6
Income (loss) from discontinued operations, net of tax	(0.7		)	—			(0.7		)	0.7			(0.7		)
Net income (loss)	2.9			(9.7		)	55.9			(46.2		)	2.9
Less: Net income attributable to noncontrolling interests	—			—			3.6			—			3.6
Net income (loss) attributable to ATI	$	2.9		$	(9.7	)	$	52.3		$	(46.2	)	$	(0.7	)
Comprehensive income (loss) attributable to ATI	$	15.3		$	(7.8	)	$	34.1		$	(31.7	)	$	9.9

Allegheny Technologies Incorporated

Financial Information for Subsidiary and Guarantor Parent

Statements of Operations and Comprehensive Income

For the nine months ended September 30, 2014



(In millions)	Guarantor Parent			Subsidiary			Non-guarantor Subsidiaries			Eliminations			Consolidated
Sales	$	—		$	1,415.5		$	1,760.4		$	—		$	3,175.9
Cost of sales	34.9			1,429.8			1,454.5			—			2,919.2
Selling and administrative expenses	75.5			32.6			94.0			—			202.1
Income (loss) before interest, other income and income taxes	(110.4		)	(46.9		)	211.9			—			54.6
Interest income (expense), net	(83.5		)	(33.1		)	33.8			—			(82.8		)
Other income (loss) including equity in income of unconsolidated subsidiaries	168.6			0.9			1.9			(168.5		)	2.9
Income (loss) from continuing operations before income tax provision (benefit)	(25.3		)	(79.1		)	247.6			(168.5		)	(25.3		)
Income tax provision (benefit)	(12.4		)	(27.7		)	88.4			(60.7		)	(12.4		)
Income (loss) from continuing operations	(12.9		)	(51.4		)	159.2			(107.8		)	(12.9		)
Income (loss) from discontinued operations, net of tax	(2.8		)	—			(2.8		)	2.8			(2.8		)
Net income (loss)	(15.7		)	(51.4		)	156.4			(105.0		)	(15.7		)
Less: Net income attributable to noncontrolling interests	—			—			9.0			—			9.0
Net income (loss) attributable to ATI	$	(15.7	)	$	(51.4	)	$	147.4		$	(105.0	)	$	(24.7	)
Comprehensive income (loss) attributable to ATI	$	42.7		$	(45.4	)	$	136.8		$	(99.2	)	$	34.9

Condensed Statements of Cash Flows

For the nine months ended September 30, 2014



(In millions)	Guarantor Parent			Subsidiary			Non-guarantor Subsidiaries			Eliminations			Consolidated
Cash flows provided by (used in) operating activities	$	(60.0	)	$	(263.2	)	$	285.0		$	—		$	(38.2	)
Investing Activities:
Purchases of property, plant and equipment	(0.1		)	(117.2		)	(40.2		)	—			(157.5		)
Purchases of businesses, net of cash acquired	—			—			(92.5		)	—			(92.5		)
Net receipts/(payments) on intercompany activity	—			—			(905.4		)	905.4			—
Asset disposals and other	—			1.6			0.3			—			1.9
Cash flows provided by (used in) investing activities	(0.1		)	(115.6		)	(1,037.8		)	905.4			(248.1		)
Financing Activities:
Payments on long-term debt and capital leases	(397.8		)	(0.1		)	(16.8		)	—			(414.7		)
Net receipts/(payments) on intercompany activity	521.9			383.5			—			(905.4		)	—
Dividends paid to stockholders	(57.8		)	—			—			—			(57.8		)
Other	(3.8		)	—			—			—			(3.8		)
Cash flows provided by (used in) financing activities	62.5			383.4			(16.8		)	(905.4		)	(476.3		)
Increase (decrease) in cash and cash equivalents	$	2.4		$	4.6		$	(769.6	)	$	—		$	(762.6	)

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		41.0		—			73.7
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		278.0		—			345.7
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		207.6		—			315.8
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
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 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 income (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		)	19.5			(12.9		)	(8.5		)
Income (loss) from continuing operations	(26.8		)	(12.4		)	36.3			(23.9		)	(26.8		)
Income (loss) from discontinued operations, net of tax	(5.4		)	—			(5.4		)	5.4			(5.4		)
Net income (loss)	(32.2		)	(12.4		)	30.9			(18.5		)	(32.2		)
Less: Net income 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 Operations 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 income (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		)	72.4			(62.6		)	(4.4		)
Income (loss) from continuing operations	(9.6		)	(28.2		)	141.6			(113.4		)	(9.6		)
Income (loss) from discontinued operations, net of tax	(4.4		)	—			(4.4		)	4.4			(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	$	(27.1	)	$	(87.2	)	$	366.0		$	(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	(9.0		)	—			(34.9		)	—			(43.9		)
Cash flows provided by (used in) financing activities	24.3			440.4			(59.2		)	(7.1		)	398.4
Increase (decrease) in cash and cash equivalents	$	(2.9	)	$	(5.8	)	$	239.8		$	—		$	231.1

The condensed consolidating statements of cash flows for the nine months ended September 30, 2013 have been revised to reclassify the $18.0 million dividend paid to noncontrolling interest, classified in the Other line of Cash flows from financing activities, to the Non-guarantor Subsidiaries from the Parent. The offset to this change in the Parent and Non-guarantor Cash flows from financing activities is in Cash flows from operating activities.