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, 2015



(In millions)	Guarantor Parent		Subsidiary		Non-guarantor Subsidiaries		Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	5.4	$	6.9	$	185.2	$	—		$	197.5
Accounts receivable, net	0.1		125.2		372.2		—			497.5
Intercompany notes receivable	—		—		2,561.0		(2,561.0		)	—
Inventories, net	—		303.8		1,052.3		—			1,356.1
Prepaid expenses and other current assets	5.4		4.9		37.2		—			47.5
Total current assets	10.9		440.8		4,207.9		(2,561.0		)	2,098.6
Property, plant and equipment, net	2.3		1,557.2		1,378.7		—			2,938.2
Cost in excess of net assets acquired	—		126.6		653.6		—			780.2
Intercompany notes receivable	—		—		200.0		(200.0		)	—
Investment in subsidiaries	6,150.7		37.7		—		(6,188.4		)	—
Other assets	22.7		33.8		287.6		—			344.1
Total assets	$	6,186.6	$	2,196.1	$	6,727.8	$	(8,949.4	)	$	6,161.1
Liabilities and stockholders’ equity:
Accounts payable	$	5.2	$	160.7	$	201.2	$	—		$	367.1
Accrued liabilities	35.4		84.7		209.7		—			329.8
Intercompany notes payable	1,386.6		1,174.4		—		(2,561.0		)	—
Deferred income taxes	36.2		—		—		—			36.2
Short-term debt and current portion of long-term debt	0.6		0.1		3.3		—			4.0
Total current liabilities	1,464.0		1,419.9		414.2		(2,561.0		)	737.1
Long-term debt	1,350.8		150.2		0.6		—			1,501.6
Intercompany notes payable	—		200.0		—		(200.0		)	—
Accrued postretirement benefits	—		248.2		140.7		—			388.9
Pension liabilities	654.9		5.6		52.5		—			713.0
Deferred income taxes	190.7		—		—		—			190.7
Other long-term liabilities	20.7		20.9		70.6		—			112.2
Total liabilities	3,681.1		2,044.8		678.6		(2,761.0		)	3,643.5
Redeemable noncontrolling interest	—		—		12.1		—			12.1
Total stockholders’ equity	2,505.5		151.3		6,037.1		(6,188.4		)	2,505.5
Total liabilities and stockholders’ equity	$	6,186.6	$	2,196.1	$	6,727.8	$	(8,949.4	)	$	6,161.1

Allegheny Technologies Incorporated

Financial Information for Subsidiary and Guarantor Parent

Statements of Operations and Comprehensive Income

For the three months ended September 30, 2015



(In millions)	Guarantor Parent			Subsidiary			Non-guarantor Subsidiaries		Eliminations		Consolidated
Sales	$	—		$	286.3		$	546.4	$	—	$	832.7
Cost of sales	9.2			363.5			488.7		—		861.4
Selling and administrative expenses	22.9			9.3			30.3		—		62.5
Income (loss) before interest, other income and income taxes	(32.1		)	(86.5		)	27.4		—		(91.2		)
Interest income (expense), net	(29.5		)	(12.6		)	14.6		—		(27.5		)
Other income (loss) including equity in income of unconsolidated subsidiaries	(56.3		)	0.2			0.7		56.2		0.8
Income (loss) from continuing operations before income tax provision (benefit)	(117.9		)	(98.9		)	42.7		56.2		(117.9		)
Income tax provision (benefit)	23.4			(35.1		)	11.0		24.1		23.4
Income (loss) from continuing operations	(141.3		)	(63.8		)	31.7		32.1		(141.3		)
Income (loss) from discontinued operations, net of tax	—			—			—		—		—
Net income (loss)	(141.3		)	(63.8		)	31.7		32.1		(141.3		)
Less: Net income attributable to noncontrolling interests	—			—			3.3		—		3.3
Net income (loss) attributable to ATI	$	(141.3	)	$	(63.8	)	$	28.4	$	32.1	$	(144.6	)
Comprehensive income (loss) attributable to ATI	$	(163.5	)	$	(60.5	)	$	16.7	$	44.6	$	(162.7	)

Allegheny Technologies Incorporated

Financial Information for Subsidiary and Guarantor Parent

Statements of Operations and Comprehensive Income

For the nine months ended September 30, 2015



(In millions)	Guarantor Parent			Subsidiary			Non-guarantor Subsidiaries		Eliminations			Consolidated
Sales	$	—		$	1,231.5		$	1,749.2	$	—		$	2,980.7
Cost of sales	22.0			1,296.5			1,504.4		—			2,822.9
Selling and administrative expenses	70.1			30.4			97.5		—			198.0
Income (loss) before interest, other income and income taxes	(92.1		)	(95.4		)	147.3		—			(40.2		)
Interest income (expense), net	(86.1		)	(37.3		)	42.4		—			(81.0		)
Other income (loss) including equity in income of unconsolidated subsidiaries	59.3			0.8			1.8		(59.6		)	2.3
Income (loss) from continuing operations before income tax provision (benefit)	(118.9		)	(131.9		)	191.5		(59.6		)	(118.9		)
Income tax provision (benefit)	23.7			(46.3		)	67.4		(21.1		)	23.7
Income (loss) from continuing operations	(142.6		)	(85.6		)	124.1		(38.5		)	(142.6		)
Income (loss) from discontinued operations, net of tax	—			—			—		—			—
Net income (loss)	(142.6		)	(85.6		)	124.1		(38.5		)	(142.6		)
Less: Net income attributable to noncontrolling interests	—			—			8.4		—			8.4
Net income (loss) attributable to ATI	$	(142.6	)	$	(85.6	)	$	115.7	$	(38.5	)	$	(151.0	)
Comprehensive income (loss) attributable to ATI	$	(140.4	)	$	(76.0	)	$	101.9	$	(30.5	)	$	(145.0	)

Condensed Statements of Cash Flows

For the nine months ended September 30, 2015



(In millions)	Guarantor Parent			Subsidiary			Non-guarantor Subsidiaries			Eliminations			Consolidated
Cash flows provided by (used in) operating activities	$	(61.3	)	$	(171.1	)	$	341.3		$	—		$	108.9
Investing Activities:
Purchases of property, plant and equipment	(0.1		)	(45.0		)	(54.4		)	—			(99.5		)
Purchases of businesses, net of cash acquired	—			—			(0.5		)	—			(0.5		)
Net receipts/(payments) on intercompany activity	—			—			(333.3		)	333.3			—
Asset disposals and other	—			0.2			(0.2		)	—			—
Cash flows provided by (used in) investing activities	(0.1		)	(44.8		)	(388.4		)	333.3			(100.0		)
Financing Activities:
Payments on long-term debt and capital leases	(0.4		)	(0.1		)	(22.8		)	—			(23.3		)
Net receipts/(payments) on intercompany activity	124.2			209.1			—			(333.3		)	—
Dividends paid to stockholders	(57.9		)	—			—			—			(57.9		)
Other	(1.3		)	—			1.6			—			0.3
Cash flows provided by (used in) financing activities	64.6			209.0			(21.2		)	(333.3		)	(80.9		)
Increase (decrease) in cash and cash equivalents	$	3.2		$	(6.9	)	$	(68.3	)	$	—		$	(72.0	)

Allegheny Technologies Incorporated

Financial Information for Subsidiary and Guarantor Parent

Balance Sheets

December 31, 2014



	Guarantor				Non-guarantor
(In millions)	Parent		Subsidiary		Subsidiaries		Eliminations			Consolidated
Assets:
Cash and cash equivalents	$	2.2	$	13.8	$	253.5	$	—		$	269.5
Accounts receivable, net	0.1		209.1		394.4		—			603.6
Intercompany notes receivable	—		—		2,390.8		(2,390.8		)	—
Inventories, net	—		387.7		1,085.1		—			1,472.8
Prepaid expenses and other current assets	63.7		13.2		59.3		—			136.2
Total current assets	66.0		623.8		4,183.1		(2,390.8		)	2,482.1
Property, plant and equipment, net	2.2		1,545.1		1,414.5		—			2,961.8
Cost in excess of net assets acquired	—		126.6		653.8		—			780.4
Intercompany notes receivable	—		—		200.0		(200.0		)	—
Investment in subsidiaries	6,149.4		37.7		—		(6,187.1		)	—
Other assets	23.7		28.0		306.6		—			358.3
Total assets	$	6,241.3	$	2,361.2	$	6,758.0	$	(8,777.9	)	$	6,582.6
Liabilities and stockholders’ equity:
Accounts payable	$	4.5	$	302.0	$	250.2	$	—		$	556.7
Accrued liabilities	47.5		72.0		203.7		—			323.2
Intercompany notes payable	1,232.6		1,158.2		—		(2,390.8		)	—
Deferred income taxes	62.2		—		—		—			62.2
Short-term debt and current portion of long-term debt	0.5		0.1		17.2		—			17.8
Total current liabilities	1,347.3		1,532.3		471.1		(2,390.8		)	959.9
Long-term debt	1,350.6		150.3		8.2		—			1,509.1
Intercompany notes payable	—		200.0		—		(200.0		)	—
Accrued postretirement benefits	—		153.0		262.8		—			415.8
Pension liabilities	675.5		6.0		57.8		—			739.3
Deferred income taxes	80.9		—		—		—			80.9
Other long-term liabilities	77.7		22.5		56.0		—			156.2
Total liabilities	3,532.0		2,064.1		855.9		(2,590.8		)	3,861.2
Redeemable noncontrolling interest	—		—		12.1		—			12.1
Total stockholders’ equity	2,709.3		297.1		5,890.0		(6,187.1		)	2,709.3
Total liabilities and stockholders’ equity	$	6,241.3	$	2,361.2	$	6,758.0	$	(8,777.9	)	$	6,582.6

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	)