Allegheny Technologies Incorporated 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 2007
Allegheny Technologies Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
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1-12001
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25-1792394 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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1000 Six PPG Place, Pittsburgh, Pennsylvania
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15222-5479 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (412) 394-2800
N/A
(Former name or former address, if changed since last report).
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 8.01. Other Events.
As required, and as disclosed in the Companys Annual Report on Form 10-K for the year ended
December 31, 2006, in the first quarter 2007, the Company adopted Financial Accounting Standards
Board Staff (FASB) Position titled Accounting for Planned Major Maintenance Activities (FSP
PMMA). The FSP PMMA prohibits the use of the accrue-in-advance method of accounting for planned
major maintenance activities, which is the policy the Company had used to record planned plant
outage costs on an interim basis within a fiscal year, and also to record the costs of major
equipment rebuilds which extend the life of capital equipment. Under the FSP PMMA, the Company
now reports results using the deferral method whereby major equipment rebuilds are capitalized as
costs are incurred and amortized to expense over the estimated useful lives, and planned
plant outage costs are fully recognized in the interim period of the outage. In addition under the
FSP PMMA, the Company is required to restate its financial statements for prior periods as if the
FSP PMMA had been applied to the earliest presented.
The following consolidated statements of income and business segment information for 2006
reflecting this retrospective application of the FSP PMMA are filed as part of this Current Report
on Form 8-K.
Allegheny Technologies Incorporated and Subsidiaries
Consolidated Statements of Income
Retrospective Application of FSP PMMA as of 1/1/07
(Dollars in millions, except per share amounts)
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Year |
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Quarter Ended |
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Ended |
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3/31/06 |
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6/30/06 |
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9/30/06 |
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12/31/06 |
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12/31/06 |
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Sales |
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$ |
1,040.5 |
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$ |
1,210.8 |
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$ |
1,288.4 |
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$ |
1,396.9 |
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$ |
4,936.6 |
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Costs and expenses: |
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Cost of sales |
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792.4 |
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918.7 |
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966.1 |
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1,063.2 |
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3,740.4 |
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Selling and administrative expenses |
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72.9 |
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75.4 |
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72.8 |
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74.2 |
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295.3 |
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Income before interest, other income (expense)
and income taxes |
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175.2 |
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216.7 |
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249.5 |
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259.5 |
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900.9 |
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Interest expense, net |
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(7.5 |
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(5.8 |
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(4.3 |
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(5.7 |
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(23.3 |
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Other income (expense), net |
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(1.3 |
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(1.2 |
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(1.4 |
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(1.1 |
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(5.0 |
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Income before income taxes |
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166.4 |
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209.7 |
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243.8 |
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252.7 |
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872.6 |
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Income tax provision |
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59.9 |
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65.4 |
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83.6 |
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89.6 |
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298.5 |
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Net income |
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$ |
106.5 |
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$ |
144.3 |
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$ |
160.2 |
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$ |
163.1 |
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$ |
574.1 |
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Basic net income per common share |
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$ |
1.08 |
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$ |
1.45 |
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$ |
1.60 |
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$ |
1.62 |
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$ |
5.76 |
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Diluted net income per common share |
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$ |
1.04 |
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$ |
1.41 |
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$ |
1.56 |
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$ |
1.59 |
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$ |
5.61 |
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Weighted average common shares
outstanding basic (millions) |
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98.7 |
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99.7 |
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100.1 |
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100.4 |
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99.7 |
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Weighted average common shares
outstanding diluted (millions) |
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102.7 |
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102.4 |
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102.6 |
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102.8 |
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102.4 |
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Actual common shares outstanding
end of period (millions) |
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100.0 |
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100.7 |
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100.7 |
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101.2 |
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101.2 |
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The adoption of FSP PMMA decreased cost of sales, and increased income before income taxes
$6.2 million for the quarter ended March 31, 2006; decreased cost of sales and increased income
before income taxes $6.2 million for the quarter ended June 30, 2006; increased cost of sales and
decreased income before income taxes $2.6 million for the quarter ended September 30, 2006;
increased cost of sales and decreased income before income taxes $6.4 million for the quarter ended
December 31, 2006. For the 2006 year, cost of sales decreased and income before taxes increased
$3.4 million.
The adoption of FSP PMMA increased (decreased) the provision for income taxes $2.2 million, $2.3
million, $(0.9) million, and $(2.4) million for the first, second, third and fourth quarters of
2006, respectively. For the 2006 year, the provision for income taxes increased $1.2 million.
Net income increased (decreased) $4.0 million, $3.9 million, $(1.7) million, and $(4.0) million for
the first, second, third and fourth quarters of 2006, respectively. For the year 2006 year, net
income increased $2.2 million.
Diluted
net income per common share increased (decreased) $0.04, $0.04,
$(0.02) and $(0.04) for the first, second, third and fourth quarters
of 2006, respectively. For
the 2006 year, diluted net income per common share increased $0.02.
Allegheny Technologies Incorporated and Subsidiaries
Sales and Operating Profit by Business Segment
Retrospective Application of FSP PMMA as of 1/1/07
(Dollars in millions)
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Year |
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Quarter Ended |
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Ended |
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3/31/06 |
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6/30/06 |
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9/30/06 |
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12/31/06 |
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12/31/06 |
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Sales: |
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High Performance Metals |
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$ |
412.1 |
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$ |
450.2 |
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$ |
455.0 |
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$ |
489.3 |
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$ |
1,806.6 |
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Flat-Rolled Products |
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517.2 |
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650.8 |
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728.7 |
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800.6 |
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2,697.3 |
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Engineered Products |
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111.2 |
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109.8 |
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104.7 |
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107.0 |
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432.7 |
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Total External Sales |
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$ |
1,040.5 |
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$ |
1,210.8 |
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$ |
1,288.4 |
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$ |
1,396.9 |
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$ |
4,936.6 |
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Operating Profit: |
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High Performance Metals |
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$ |
145.2 |
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$ |
157.2 |
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$ |
172.7 |
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$ |
182.1 |
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$ |
657.2 |
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% of Sales |
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35.2 |
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34.9 |
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38.0 |
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37.2 |
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36.4 |
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Flat-Rolled Products |
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51.5 |
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86.5 |
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103.1 |
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106.9 |
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348.0 |
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% of Sales |
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10.0 |
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13.3 |
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14.1 |
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13.4 |
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12.9 |
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Engineered Products |
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17.8 |
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15.2 |
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12.4 |
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11.3 |
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56.7 |
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% of Sales |
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16.0 |
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13.8 |
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11.8 |
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10.6 |
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13.1 |
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Operating Profit |
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214.5 |
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258.9 |
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288.2 |
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300.3 |
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1,061.9 |
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% of Sales |
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20.6 |
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21.4 |
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22.4 |
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21.5 |
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21.5 |
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Corporate expenses |
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(13.9 |
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(18.0 |
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(15.1 |
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(21.9 |
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(68.9 |
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Interest expense, net |
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(7.5 |
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(5.8 |
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(4.3 |
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(5.7 |
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(23.3 |
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Other income (expenses), net of gains
on asset sales |
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(6.1 |
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(5.1 |
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(4.5 |
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0.5 |
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(15.2 |
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Retirement benefit expense |
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(20.6 |
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(20.3 |
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(20.5 |
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(20.5 |
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(81.9 |
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Income before income taxes |
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$ |
166.4 |
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$ |
209.7 |
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$ |
243.8 |
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$ |
252.7 |
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$ |
872.6 |
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The adoption of FSP PMMA resulted in the following changes to operating profit by business segment:
For the quarter ended March 31, 2006, High Performance Metals increased $2.5 million, Flat-Rolled
Products increased $3.5 million, and Engineered Products increased $0.2 million. Segment operating
profit and income before income taxes increased $6.2 million.
For the quarter ended June 30, 2006, High Performance Metals increased $2.0 million, and
Flat-Rolled Products increased $4.2 million. Engineered Products was unchanged. Segment operating
profit and income before income taxes increased $6.2 million.
For the quarter ended September 30, 2006, High Performance Metals decreased $(0.3) million, and
Flat-Rolled Products decreased $(2.3) million. Engineered Products was unchanged. Segment
operating profit and income before income taxes decreased $(2.6) million.
For the quarter ended December 31, 2006, High Performance Metals decreased $(4.5) million,
Flat-Rolled Products decreased $(1.7) million, and Engineered Products decreased $(0.2) million.
Segment operating profit and income before income taxes decreased $(6.4) million.
For the 2006 year, High Performance Metals decreased $(0.3) million, and Flat-Rolled Products
increased $3.7 million. Engineered Products was unchanged. Segment operating profit and income
before income taxes increased $3.4 million.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ALLEGHENY TECHNOLOGIES INCORPORATED |
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By:
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/s/ Richard J. Harshman |
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Richard J. Harshman
Executive Vice President, Finance and
Chief Financial Officer |
Dated: April 19, 2007