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x
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Delaware
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25-1792394
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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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)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.10 Par Value
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
Number
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2017
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2016
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2015
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|||
High Performance Materials & Components
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59
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%
|
|
62
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%
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|
53
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%
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Flat Rolled Products
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41
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%
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|
38
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%
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47
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%
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(In millions)
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2017
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2016
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2015
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||||||
Company-Funded:
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||||||
High Performance Materials & Components
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$
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9.3
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$
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10.9
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$
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10.0
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Flat Rolled Products
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2.7
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3.6
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|
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4.0
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|||
Corporate
|
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1.3
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0.2
|
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0.2
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|||
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13.3
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14.7
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14.2
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Customer-Funded:
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||||||
High Performance Materials & Components
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1.4
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2.2
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1.5
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Total Research and Development
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$
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14.7
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$
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16.9
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$
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15.7
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•
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make it more difficult for us to satisfy our obligations with respect to our outstanding indebtedness;
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•
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increase our vulnerability to general adverse economic and industry conditions;
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•
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require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, our strategic growth initiatives and development efforts and other general corporate purposes;
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•
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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•
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restrict us from taking advantage of business opportunities;
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•
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place us at a competitive disadvantage compared to our competitors that have less indebtedness; and
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•
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limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes.
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2017
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March 31
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June 30
|
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September 30
|
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December 31
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||||||||
High
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$
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23.69
|
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$
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20.11
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$
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24.00
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$
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26.59
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Low
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$
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15.61
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$
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14.54
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$
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16.51
|
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$
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21.01
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2016
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March 31
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June 30
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September 30
|
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December 31
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||||||||
High
|
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$
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18.38
|
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$
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18.03
|
|
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$
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18.67
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$
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19.20
|
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Low
|
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$
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7.08
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$
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10.93
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$
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12.27
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|
$
|
13.15
|
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Company / Index
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Dec 2012
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Dec 2013
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Dec 2014
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Dec 2015
|
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Dec 2016
|
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Dec 2017
|
|||||
ATI
|
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100.00
|
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120.20
|
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119.45
|
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39.74
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57.18
|
|
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86.65
|
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S&P MidCap 400 Index
|
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100.00
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133.50
|
|
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146.54
|
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143.35
|
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173.08
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|
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201.20
|
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Peer Group
|
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100.00
|
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133.12
|
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128.19
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103.05
|
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134.68
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150.55
|
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SPDR S&P Metals & Mining ETF
|
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100.00
|
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94.62
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|
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70.70
|
|
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34.98
|
|
|
72.07
|
|
|
87.33
|
|
Source: Standard & Poor’s
|
|
|
|
|
|
|
|
|
|
|
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AK Steel Holding Corporation
|
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Materion Corp
|
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Steel Dynamics, Inc.
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Alcoa Inc.
|
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Nucor Corp.
|
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The Timken Company
|
Carpenter Technology Corporation
|
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Precision Castparts Corp.
|
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Timken Steel Corporation
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Castle (A M) & Co.
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Reliance Steel & Aluminum Co.
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United States Steel Corporation
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Commercial Metals Company
|
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RTI International Metals, Inc.
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Universal Stainless & Alloy Products, Inc.
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Kennametal Inc.
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Schnitzer Steel Industries, Inc.
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Worthington Industries, Inc.
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(In millions)
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|
|
|
|
|
|
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||||||||||
For the Years Ended December 31,
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2017
|
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2016
|
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2015
|
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2014
|
|
2013
|
||||||||||
Revenue by Market:
|
|
|
|
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||||||||||
Aerospace & Defense
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$
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1,718.1
|
|
|
$
|
1,590.4
|
|
|
$
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1,514.0
|
|
|
$
|
1,446.3
|
|
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$
|
1,394.5
|
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Oil & Gas
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418.2
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280.8
|
|
|
538.0
|
|
|
752.3
|
|
|
706.8
|
|
|||||
Automotive
|
|
273.7
|
|
|
232.8
|
|
|
293.8
|
|
|
414.4
|
|
|
348.3
|
|
|||||
Electrical Energy
|
|
192.2
|
|
|
232.6
|
|
|
368.1
|
|
|
430.2
|
|
|
459.4
|
|
|||||
Medical
|
|
183.0
|
|
|
195.8
|
|
|
220.7
|
|
|
211.0
|
|
|
207.7
|
|
|||||
Subtotal - Key Markets
|
|
2,785.2
|
|
|
2,532.4
|
|
|
2,934.6
|
|
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3,254.2
|
|
|
3,116.7
|
|
|||||
Food Equipment & Appliances
|
|
226.0
|
|
|
172.2
|
|
|
217.3
|
|
|
248.8
|
|
|
251.7
|
|
|||||
Construction/Mining
|
|
192.9
|
|
|
160.6
|
|
|
226.3
|
|
|
295.6
|
|
|
287.5
|
|
|||||
Electronics/Communication/Computers
|
|
151.6
|
|
|
109.7
|
|
|
126.4
|
|
|
154.6
|
|
|
153.1
|
|
|||||
Transportation
|
|
83.8
|
|
|
77.6
|
|
|
129.5
|
|
|
172.1
|
|
|
136.3
|
|
|||||
Other
|
|
85.6
|
|
|
82.1
|
|
|
85.5
|
|
|
98.1
|
|
|
98.2
|
|
|||||
Total
|
|
$
|
3,525.1
|
|
|
$
|
3,134.6
|
|
|
$
|
3,719.6
|
|
|
$
|
4,223.4
|
|
|
$
|
4,043.5
|
|
(In millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
For the Years Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Results of Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High Performance Materials & Components
|
|
$
|
2,067.4
|
|
|
$
|
1,930.4
|
|
|
$
|
1,985.9
|
|
|
$
|
2,006.8
|
|
|
$
|
1,944.8
|
|
Flat Rolled Products
|
|
1,457.7
|
|
|
1,204.2
|
|
|
1,733.7
|
|
|
2,216.6
|
|
|
2,098.7
|
|
|||||
Total Sales
|
|
$
|
3,525.1
|
|
|
$
|
3,134.6
|
|
|
$
|
3,719.6
|
|
|
$
|
4,223.4
|
|
|
$
|
4,043.5
|
|
Segment operating profit (loss):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High Performance Materials & Components
|
|
$
|
246.4
|
|
|
$
|
168.7
|
|
|
$
|
157.1
|
|
|
$
|
234.8
|
|
|
$
|
159.6
|
|
Flat Rolled Products
|
|
37.0
|
|
|
(163.0
|
)
|
|
(241.9
|
)
|
|
(47.0
|
)
|
|
(147.8
|
)
|
|||||
Total segment operating profit (loss)
|
|
$
|
283.4
|
|
|
$
|
5.7
|
|
|
$
|
(84.8
|
)
|
|
$
|
187.8
|
|
|
$
|
11.8
|
|
Income (loss) from continuing operations before income taxes
|
|
$
|
(86.5
|
)
|
|
$
|
(734.0
|
)
|
|
$
|
(478.0
|
)
|
|
$
|
1.5
|
|
|
$
|
(154.8
|
)
|
Income tax benefit
|
|
(6.8
|
)
|
|
(106.9
|
)
|
|
(112.1
|
)
|
|
(8.7
|
)
|
|
(63.6
|
)
|
|||||
Income (loss) from continuing operations
|
|
(79.7
|
)
|
|
(627.1
|
)
|
|
(365.9
|
)
|
|
10.2
|
|
|
(91.2
|
)
|
|||||
Income (loss) from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
252.8
|
|
|||||
Net income (loss)
|
|
(79.7
|
)
|
|
(627.1
|
)
|
|
(365.9
|
)
|
|
9.6
|
|
|
161.6
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
12.2
|
|
|
13.8
|
|
|
12.0
|
|
|
12.2
|
|
|
7.6
|
|
|||||
Net income (loss) attributable to ATI
|
|
$
|
(91.9
|
)
|
|
$
|
(640.9
|
)
|
|
$
|
(377.9
|
)
|
|
$
|
(2.6
|
)
|
|
$
|
154.0
|
|
Basic net income (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations attributable to ATI per common share
|
|
$
|
(0.83
|
)
|
|
$
|
(5.97
|
)
|
|
$
|
(3.53
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.93
|
)
|
Discontinued operations attributable to ATI per common share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
2.37
|
|
|||||
Basic net income (loss) attributable to ATI per common share
|
|
$
|
(0.83
|
)
|
|
$
|
(5.97
|
)
|
|
$
|
(3.53
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
1.44
|
|
Diluted net income (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations attributable to ATI per common share
|
|
$
|
(0.83
|
)
|
|
$
|
(5.97
|
)
|
|
$
|
(3.53
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.93
|
)
|
Discontinued operations attributable to ATI per common share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
2.37
|
|
|||||
Diluted net income (loss) attributable to ATI per common share
|
|
$
|
(0.83
|
)
|
|
$
|
(5.97
|
)
|
|
$
|
(3.53
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
1.44
|
|
(In millions, except per share amounts and ratios)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of and for the Years Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Working capital
|
|
$
|
1,203.1
|
|
|
$
|
1,057.8
|
|
|
$
|
1,181.1
|
|
|
$
|
1,584.4
|
|
|
$
|
1,743.3
|
|
Total assets
|
|
5,185.4
|
|
|
5,170.0
|
|
|
5,751.7
|
|
|
6,571.7
|
|
|
6,885.0
|
|
|||||
Long-term debt
|
|
1,530.6
|
|
|
1,771.9
|
|
|
1,491.8
|
|
|
1,498.2
|
|
|
1,513.9
|
|
|||||
Total debt
|
|
1,540.7
|
|
|
1,877.0
|
|
|
1,495.7
|
|
|
1,516.0
|
|
|
1,933.8
|
|
|||||
Cash and cash equivalents
|
|
141.6
|
|
|
229.6
|
|
|
149.8
|
|
|
269.5
|
|
|
1,026.8
|
|
|||||
Total ATI Stockholders’ equity
|
|
1,739.4
|
|
|
1,355.2
|
|
|
2,082.8
|
|
|
2,598.4
|
|
|
2,894.2
|
|
|||||
Noncontrolling interests
|
|
105.1
|
|
|
89.6
|
|
|
101.6
|
|
|
110.9
|
|
|
100.5
|
|
|||||
Total Stockholders’ equity
|
|
1,844.5
|
|
|
1,444.8
|
|
|
2,184.4
|
|
|
2,709.3
|
|
|
2,994.7
|
|
|||||
Ratio of earnings to fixed charges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Dividends declared per common share
|
|
$
|
—
|
|
|
$
|
0.24
|
|
|
$
|
0.62
|
|
|
$
|
0.72
|
|
|
$
|
0.72
|
|
(Dollars in millions, except per share amounts)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Sales
|
|
$
|
3,525.1
|
|
|
$
|
3,134.6
|
|
|
$
|
3,719.6
|
|
Gross profit
|
|
$
|
449.0
|
|
|
$
|
162.5
|
|
|
$
|
60.3
|
|
Gross profit % of sales
|
|
12.7
|
%
|
|
5.2
|
%
|
|
1.6
|
%
|
|||
Segment operating profit (loss)
|
|
$
|
283.4
|
|
|
$
|
5.7
|
|
|
$
|
(84.8
|
)
|
Segment operating profit (loss) % of sales
|
|
8.0
|
%
|
|
0.2
|
%
|
|
(2.3
|
)%
|
|||
Restructuring, goodwill impairment and other charges
|
|
$
|
(151.4
|
)
|
|
$
|
(538.5
|
)
|
|
$
|
(216.3
|
)
|
Loss before income taxes
|
|
$
|
(86.5
|
)
|
|
$
|
(734.0
|
)
|
|
$
|
(478.0
|
)
|
Net loss attributable to ATI
|
|
$
|
(91.9
|
)
|
|
$
|
(640.9
|
)
|
|
$
|
(377.9
|
)
|
Diluted net loss attributable to ATI per common share
|
|
$
|
(0.83
|
)
|
|
$
|
(5.97
|
)
|
|
$
|
(3.53
|
)
|
•
|
Signing strategic long-term agreements that are expected to drive our growth trajectory for the next several years, including a long-term agreement with Pratt & Whitney to supply isothermal forgings and powder alloys for next-generation jet engines.
|
•
|
Taking important steps toward improving the capacity utilization of our FRP segment’s HRPF, most notably with the announced Allegheny & Tsingshan Stainless joint venture to manufacture 60” wide stainless sheet, which is expected to be formed in the first quarter of 2018.
|
•
|
Continuing to increase our capacity to produce advanced powder alloys for use in next-generation aerospace products, including additive manufacturing applications. Our nickel-based powder alloy expansion in North Carolina was completed and is expected to be commercially qualified in early 2018, and we recently announced plans for a titanium powder expansion to be located on the same site.
|
•
|
Continuing to reposition ATI as a growth-oriented aerospace & defense company. 49% of ATI’s 2017 sales were to the aerospace & defense market, led by an 11% increase in 2017 sales of products for commercial aerospace jet engines, including a 35% increase in product sales for next-generation engine applications. Through recent acquisitions, alloy development, internal growth strategies, and long-term supply agreements on current and next-generation aero-engines and airframes, we are well positioned with a fully qualified asset base to meet the expected multi-year growth in demand from the commercial aerospace market. Our HPMC segment’s isothermal and hot-die forge press utilization continues to improve to meet aerospace demand growth, including new market share gains.
|
•
|
De-levering the balance sheet in the fourth quarter 2017 through a common stock offering. In November 2017, we issued 17 million shares of common stock at $24.00 per share before expenses, and received proceeds of $397.8 million, net of transaction costs. Proceeds from the stock offering were used to redeem all $350 million aggregate principal amount of our 9.375% Senior Notes due 2019.
|
•
|
Maintaining a solid liquidity position, with $142 million in cash on hand, and $305 million of available borrowing capacity under our domestic asset based lending (ABL) facility. In 2017, we extended the duration of ABL, including the $100 million ABL term loan, to 2022, and improved the funded position of the ATI Pension Plan, the Company’s U.S. qualified defined benefit pension plan, with a $135 million cash contribution. As a result of the redemption of our 2019 Notes and these ABL actions, we have no significant debt maturities until 2021.
|
•
|
Continuing to make capital investments to support our growth initiatives, with $123 million of capital expenditures in 2017, including the previously-mentioned nickel alloy powder expansion, and the ongoing construction of our third Precision Rolled Strip manufacturing facility at our STAL joint venture in China. We are at the end of a significant, multi-year period of capital expansions, and expect our capital expenditures to be well below depreciation expense for the next several years.
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
|
|
Revenue
|
|
Operating Profit
|
|
Revenue
|
|
Operating Profit (Loss)
|
|
Revenue
|
|
Operating
Profit (Loss) |
||||||||||||
High Performance Materials & Components
|
|
$
|
2,067.4
|
|
|
$
|
246.4
|
|
|
$
|
1,930.4
|
|
|
$
|
168.7
|
|
|
$
|
1,985.9
|
|
|
$
|
157.1
|
|
Flat Rolled Products
|
|
1,457.7
|
|
|
37.0
|
|
|
1,204.2
|
|
|
(163.0
|
)
|
|
1,733.7
|
|
|
(241.9
|
)
|
||||||
Total ATI
|
|
$
|
3,525.1
|
|
|
$
|
283.4
|
|
|
$
|
3,134.6
|
|
|
$
|
5.7
|
|
|
$
|
3,719.6
|
|
|
$
|
(84.8
|
)
|
Market
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Aerospace & Defense
|
|
$
|
1,718.1
|
|
|
49
|
%
|
|
$
|
1,590.4
|
|
|
51
|
%
|
|
$
|
1,514.0
|
|
|
41
|
%
|
Oil & Gas
|
|
418.2
|
|
|
12
|
%
|
|
280.8
|
|
|
9
|
%
|
|
538.0
|
|
|
14
|
%
|
|||
Automotive
|
|
273.7
|
|
|
8
|
%
|
|
232.8
|
|
|
7
|
%
|
|
293.8
|
|
|
8
|
%
|
|||
Electrical Energy
|
|
192.2
|
|
|
5
|
%
|
|
232.6
|
|
|
7
|
%
|
|
368.1
|
|
|
10
|
%
|
|||
Medical
|
|
183.0
|
|
|
5
|
%
|
|
195.8
|
|
|
6
|
%
|
|
220.7
|
|
|
6
|
%
|
|||
Subtotal - Key Markets
|
|
2,785.2
|
|
|
79
|
%
|
|
2,532.4
|
|
|
80
|
%
|
|
2,934.6
|
|
|
79
|
%
|
|||
Food Equipment & Appliances
|
|
226.0
|
|
|
6
|
%
|
|
172.2
|
|
|
6
|
%
|
|
217.3
|
|
|
6
|
%
|
|||
Construction/Mining
|
|
192.9
|
|
|
6
|
%
|
|
160.6
|
|
|
5
|
%
|
|
226.3
|
|
|
6
|
%
|
|||
Electronics/Computers/Communication
|
|
151.6
|
|
|
4
|
%
|
|
109.7
|
|
|
4
|
%
|
|
126.4
|
|
|
3
|
%
|
|||
Other
|
|
169.4
|
|
|
5
|
%
|
|
159.7
|
|
|
5
|
%
|
|
215.0
|
|
|
6
|
%
|
|||
Total
|
|
$
|
3,525.1
|
|
|
100
|
%
|
|
$
|
3,134.6
|
|
|
100
|
%
|
|
$
|
3,719.6
|
|
|
100
|
%
|
For the Years Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|||
High-Value Products
|
|
|
|
|
|
|
|||
Nickel-based alloys and specialty alloys
|
|
28
|
%
|
|
27
|
%
|
|
28
|
%
|
Precision forgings, castings and components
|
|
18
|
%
|
|
18
|
%
|
|
14
|
%
|
Titanium and titanium-based alloys
|
|
17
|
%
|
|
19
|
%
|
|
17
|
%
|
Precision and engineered strip
|
|
14
|
%
|
|
13
|
%
|
|
13
|
%
|
Zirconium and related alloys
|
|
6
|
%
|
|
8
|
%
|
|
7
|
%
|
Total High-Value Products, excluding GOES
|
|
83
|
%
|
|
85
|
%
|
|
79
|
%
|
Grain-oriented electrical steel
|
|
—
|
%
|
|
1
|
%
|
|
4
|
%
|
Total High-Value Products, including GOES
|
|
83
|
%
|
|
86
|
%
|
|
83
|
%
|
Standard Products
|
|
|
|
|
|
|
|||
Stainless steel sheet
|
|
9
|
%
|
|
7
|
%
|
|
8
|
%
|
Specialty stainless sheet
|
|
4
|
%
|
|
4
|
%
|
|
6
|
%
|
Stainless steel plate and other
|
|
4
|
%
|
|
3
|
%
|
|
3
|
%
|
Total Standard Products
|
|
17
|
%
|
|
14
|
%
|
|
17
|
%
|
Grand Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(In millions)
|
|
2017
|
|
% Change
|
|
2016
|
|
% Change
|
|
2015
|
||||||||
Sales to external customers
|
|
$
|
2,067.4
|
|
|
7
|
%
|
|
$
|
1,930.4
|
|
|
(3
|
)%
|
|
$
|
1,985.9
|
|
Segment operating profit
|
|
$
|
246.4
|
|
|
46
|
%
|
|
$
|
168.7
|
|
|
7
|
%
|
|
$
|
157.1
|
|
Segment operating profit as a percentage of sales
|
|
11.9
|
%
|
|
|
|
8.7
|
%
|
|
|
|
7.9
|
%
|
|||||
International sales as a percentage of sales
|
|
47.0
|
%
|
|
|
|
45.2
|
%
|
|
|
|
43.1
|
%
|
Market
|
|
2017
|
|
2016
|
|
Change
|
|||||||||||||||
Aerospace & Defense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Jet Engines
|
|
$
|
915.2
|
|
|
44
|
%
|
|
$
|
823.3
|
|
|
43
|
%
|
|
$
|
91.9
|
|
|
11
|
%
|
Airframes
|
|
385.2
|
|
|
19
|
%
|
|
381.5
|
|
|
20
|
%
|
|
3.7
|
|
|
1
|
%
|
|||
Government Aerospace & Defense
|
|
268.5
|
|
|
13
|
%
|
|
234.4
|
|
|
12
|
%
|
|
34.1
|
|
|
15
|
%
|
|||
Total Aerospace & Defense
|
|
1,568.9
|
|
|
76
|
%
|
|
1,439.2
|
|
|
75
|
%
|
|
129.7
|
|
|
9
|
%
|
|||
Medical
|
|
170.4
|
|
|
8
|
%
|
|
185.3
|
|
|
10
|
%
|
|
(14.9
|
)
|
|
(8
|
)%
|
|||
Electrical Energy
|
|
113.1
|
|
|
6
|
%
|
|
129.1
|
|
|
7
|
%
|
|
(16.0
|
)
|
|
(12
|
)%
|
|||
Oil & Gas
|
|
63.9
|
|
|
3
|
%
|
|
46.5
|
|
|
2
|
%
|
|
17.4
|
|
|
37
|
%
|
|||
Construction/Mining
|
|
51.3
|
|
|
2
|
%
|
|
36.7
|
|
|
2
|
%
|
|
14.6
|
|
|
40
|
%
|
|||
Other
|
|
99.8
|
|
|
5
|
%
|
|
93.6
|
|
|
4
|
%
|
|
6.2
|
|
|
7
|
%
|
|||
Total
|
|
$
|
2,067.4
|
|
|
100
|
%
|
|
$
|
1,930.4
|
|
|
100
|
%
|
|
$
|
137.0
|
|
|
7
|
%
|
For the Years Ended December 31,
|
|
2017
|
|
2016
|
||
High-Value Products
|
|
|
|
|
||
Precision forgings, castings and components
|
|
32
|
%
|
|
29
|
%
|
Nickel-based alloys and specialty alloys
|
|
31
|
%
|
|
29
|
%
|
Titanium and titanium-based alloys
|
|
26
|
%
|
|
29
|
%
|
Zirconium and related alloys
|
|
11
|
%
|
|
13
|
%
|
Total High-Value Products
|
|
100
|
%
|
|
100
|
%
|
Market
|
|
2016
|
|
2015
|
|
Change
|
|||||||||||||||
Aerospace & Defense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Jet Engines
|
|
$
|
823.3
|
|
|
43
|
%
|
|
$
|
709.6
|
|
|
36
|
%
|
|
$
|
113.7
|
|
|
16
|
%
|
Airframes
|
|
367.8
|
|
|
19
|
%
|
|
379.5
|
|
|
19
|
%
|
|
(11.7
|
)
|
|
(3
|
)%
|
|||
Government Aerospace & Defense
|
|
248.1
|
|
|
13
|
%
|
|
276.8
|
|
|
14
|
%
|
|
(28.7
|
)
|
|
(10
|
)%
|
|||
Total Aerospace & Defense
|
|
1,439.2
|
|
|
75
|
%
|
|
1,365.9
|
|
|
69
|
%
|
|
73.3
|
|
|
5
|
%
|
|||
Medical
|
|
185.3
|
|
|
10
|
%
|
|
208.1
|
|
|
10
|
%
|
|
(22.8
|
)
|
|
(11
|
)%
|
|||
Electrical Energy
|
|
129.1
|
|
|
7
|
%
|
|
135.8
|
|
|
7
|
%
|
|
(6.7
|
)
|
|
(5
|
)%
|
|||
Oil & Gas
|
|
46.5
|
|
|
2
|
%
|
|
108.6
|
|
|
5
|
%
|
|
(62.1
|
)
|
|
(57
|
)%
|
|||
Construction/Mining
|
|
36.7
|
|
|
2
|
%
|
|
46.7
|
|
|
2
|
%
|
|
(10.0
|
)
|
|
(21
|
)%
|
|||
Other
|
|
93.6
|
|
|
4
|
%
|
|
120.8
|
|
|
7
|
%
|
|
(27.2
|
)
|
|
(23
|
)%
|
|||
Total
|
|
$
|
1,930.4
|
|
|
100
|
%
|
|
$
|
1,985.9
|
|
|
100
|
%
|
|
$
|
(55.5
|
)
|
|
(3
|
)%
|
For the Years Ended December 31,
|
|
2016
|
|
2015
|
||
High-Value Products
|
|
|
|
|
||
Nickel-based alloys and specialty alloys
|
|
29
|
%
|
|
31
|
%
|
Titanium and titanium-based alloys
|
|
29
|
%
|
|
30
|
%
|
Precision forgings, castings and components
|
|
29
|
%
|
|
26
|
%
|
Zirconium and related alloys
|
|
13
|
%
|
|
13
|
%
|
Total High-Value Products
|
|
100
|
%
|
|
100
|
%
|
(In millions)
|
|
2017
|
|
% Change
|
|
2016
|
|
% Change
|
|
2015
|
||||||||
Sales to external customers
|
|
$
|
1,457.7
|
|
|
21
|
%
|
|
$
|
1,204.2
|
|
|
(31
|
)%
|
|
$
|
1,733.7
|
|
Segment operating profit (loss)
|
|
$
|
37.0
|
|
|
123
|
%
|
|
$
|
(163.0
|
)
|
|
33
|
%
|
|
$
|
(241.9
|
)
|
Segment operating profit (loss) as a percentage of sales
|
|
2.5
|
%
|
|
|
|
(13.5
|
)%
|
|
|
|
(14.0
|
)%
|
|||||
International sales as a percentage of sales
|
|
33.2
|
%
|
|
|
|
33.6
|
%
|
|
|
|
41.5
|
%
|
Market
|
|
2017
|
|
2016
|
|
Change
|
|||||||||||||||
Oil & Gas
|
|
$
|
354.5
|
|
|
24
|
%
|
|
$
|
234.4
|
|
|
19
|
%
|
|
$
|
120.1
|
|
|
51
|
%
|
Automotive
|
|
264.9
|
|
|
18
|
%
|
|
225.2
|
|
|
19
|
%
|
|
39.7
|
|
|
18
|
%
|
|||
Food Equipment & Appliances
|
|
224.8
|
|
|
15
|
%
|
|
170.5
|
|
|
14
|
%
|
|
54.3
|
|
|
32
|
%
|
|||
Aerospace & Defense
|
|
149.1
|
|
|
10
|
%
|
|
151.2
|
|
|
13
|
%
|
|
(2.1
|
)
|
|
(1
|
)%
|
|||
Electronics/Computers/Communication
|
|
147.2
|
|
|
10
|
%
|
|
106.3
|
|
|
9
|
%
|
|
40.9
|
|
|
38
|
%
|
|||
Construction/Mining
|
|
141.8
|
|
|
10
|
%
|
|
124.0
|
|
|
10
|
%
|
|
17.8
|
|
|
14
|
%
|
|||
Electrical Energy
|
|
79.2
|
|
|
6
|
%
|
|
103.5
|
|
|
9
|
%
|
|
(24.3
|
)
|
|
(23
|
)%
|
|||
Other
|
|
96.2
|
|
|
7
|
%
|
|
89.1
|
|
|
7
|
%
|
|
7.1
|
|
|
8
|
%
|
|||
Total
|
|
$
|
1,457.7
|
|
|
100
|
%
|
|
$
|
1,204.2
|
|
|
100
|
%
|
|
$
|
253.5
|
|
|
21
|
%
|
For the Years Ended December 31,
|
|
2017
|
|
2016
|
||
High-Value Products
|
|
|
|
|
||
Precision and engineered strip
|
|
34
|
%
|
|
35
|
%
|
Nickel-based alloys and specialty alloys
|
|
24
|
%
|
|
25
|
%
|
Titanium and titanium-based alloys
|
|
5
|
%
|
|
4
|
%
|
Total High-Value Products, excluding GOES
|
|
63
|
%
|
|
64
|
%
|
Grain-oriented electrical steel
|
|
—
|
%
|
|
2
|
%
|
Total High-Value Products, including GOES
|
|
63
|
%
|
|
66
|
%
|
Standard Products
|
|
|
|
|
||
Stainless steel sheet
|
|
21
|
%
|
|
19
|
%
|
Specialty stainless sheet
|
|
12
|
%
|
|
10
|
%
|
Stainless steel plate
|
|
4
|
%
|
|
5
|
%
|
Total Standard Products
|
|
37
|
%
|
|
34
|
%
|
Grand Total
|
|
100
|
%
|
|
100
|
%
|
|
|
2017
|
|
2016
|
|
% change
|
|||
Volume (000’s pounds):
|
|
|
|
|
|
|
|||
High-Value
|
|
323,391
|
|
|
293,589
|
|
|
10
|
%
|
Standard
|
|
446,542
|
|
|
385,010
|
|
|
16
|
%
|
Total
|
|
769,933
|
|
|
678,599
|
|
|
13
|
%
|
Average prices (per lb.):
|
|
|
|
|
|
|
|||
High-Value
|
|
$2.81
|
|
$2.59
|
|
8
|
%
|
||
Standard
|
|
$1.21
|
|
$1.06
|
|
14
|
%
|
||
Combined Average
|
|
$1.88
|
|
$1.72
|
|
9
|
%
|
Market
|
|
2016
|
|
2015
|
|
Change
|
|||||||||||||||
Oil & Gas
|
|
$
|
234.4
|
|
|
19
|
%
|
|
$
|
429.4
|
|
|
25
|
%
|
|
$
|
(195.0
|
)
|
|
(45
|
)%
|
Automotive
|
|
225.2
|
|
|
19
|
%
|
|
288.1
|
|
|
17
|
%
|
|
(62.9
|
)
|
|
(22
|
)%
|
|||
Food Equipment & Appliances
|
|
170.5
|
|
|
14
|
%
|
|
214.4
|
|
|
12
|
%
|
|
(43.9
|
)
|
|
(20
|
)%
|
|||
Aerospace & Defense
|
|
151.2
|
|
|
13
|
%
|
|
148.1
|
|
|
9
|
%
|
|
3.1
|
|
|
2
|
%
|
|||
Construction/Mining
|
|
124.0
|
|
|
10
|
%
|
|
179.6
|
|
|
10
|
%
|
|
(55.6
|
)
|
|
(31
|
)%
|
|||
Electronics/Computers/Communication
|
|
106.3
|
|
|
9
|
%
|
|
121.9
|
|
|
7
|
%
|
|
(15.6
|
)
|
|
(13
|
)%
|
|||
Electrical Energy
|
|
103.5
|
|
|
9
|
%
|
|
232.3
|
|
|
13
|
%
|
|
(128.8
|
)
|
|
(55
|
)%
|
|||
Other
|
|
89.1
|
|
|
7
|
%
|
|
119.9
|
|
|
7
|
%
|
|
(30.8
|
)
|
|
(26
|
)%
|
|||
Total
|
|
$
|
1,204.2
|
|
|
100
|
%
|
|
$
|
1,733.7
|
|
|
100
|
%
|
|
$
|
(529.5
|
)
|
|
(31
|
)%
|
For the Years Ended December 31,
|
|
2016
|
|
2015
|
||
High-Value Products
|
|
|
|
|
||
Precision and engineered strip
|
|
35
|
%
|
|
29
|
%
|
Nickel-based alloys and specialty alloys
|
|
25
|
%
|
|
25
|
%
|
Titanium and titanium-based alloys
|
|
4
|
%
|
|
3
|
%
|
Total High-Value Products, excluding GOES
|
|
64
|
%
|
|
57
|
%
|
Grain-oriented electrical steel
|
|
2
|
%
|
|
8
|
%
|
Total High-Value Products, including GOES
|
|
66
|
%
|
|
65
|
%
|
Standard Products
|
|
|
|
|
||
Stainless steel sheet
|
|
19
|
%
|
|
18
|
%
|
Specialty stainless sheet
|
|
10
|
%
|
|
13
|
%
|
Stainless steel plate
|
|
5
|
%
|
|
4
|
%
|
Total Standard Products
|
|
34
|
%
|
|
35
|
%
|
Grand Total
|
|
100
|
%
|
|
100
|
%
|
|
|
2016
|
|
2015
|
|
% change
|
|||
Volume (000’s pounds):
|
|
|
|
|
|
|
|||
High-Value
|
|
293,589
|
|
|
317,054
|
|
|
(7
|
)%
|
Standard
|
|
385,010
|
|
|
514,035
|
|
|
(25
|
)%
|
Total
|
|
678,599
|
|
|
831,089
|
|
|
(18
|
)%
|
Average prices (per lb.):
|
|
|
|
|
|
|
|||
High-Value
|
|
$2.59
|
|
$3.12
|
|
(17
|
)%
|
||
Standard
|
|
$1.06
|
|
$1.16
|
|
(9
|
)%
|
||
Combined Average
|
|
$1.72
|
|
$1.91
|
|
(10
|
)%
|
(In millions)
|
|
December 31,
2017 |
|
December 31,
2016 |
|
December 31,
2015 |
||||||
Accounts receivable
|
|
$
|
545.3
|
|
|
$
|
452.1
|
|
|
$
|
400.3
|
|
Inventory
|
|
1,176.1
|
|
|
1,037.0
|
|
|
1,271.6
|
|
|||
Accounts payable
|
|
(420.1
|
)
|
|
(294.3
|
)
|
|
(380.8
|
)
|
|||
Subtotal
|
|
1,301.3
|
|
|
1,194.8
|
|
|
1,291.1
|
|
|||
Allowance for doubtful accounts
|
|
5.9
|
|
|
7.3
|
|
|
4.5
|
|
|||
LIFO reserve
|
|
(43.1
|
)
|
|
(97.3
|
)
|
|
(136.4
|
)
|
|||
Inventory reserves
|
|
121.5
|
|
|
169.0
|
|
|
206.3
|
|
|||
Managed working capital
|
|
$
|
1,385.6
|
|
|
$
|
1,273.8
|
|
|
$
|
1,365.5
|
|
Annualized prior 3 months sales
|
|
$
|
3,639.5
|
|
|
$
|
3,184.2
|
|
|
$
|
2,955.5
|
|
Managed working capital as a % of annualized sales
|
|
38.1
|
%
|
|
40.0
|
%
|
|
46.2
|
%
|
|||
December 31, 2017 change in managed working capital
|
|
$
|
111.8
|
|
|
|
|
|
(In millions)
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
Total debt (a)
|
|
$
|
1,553.8
|
|
|
$
|
1,894.1
|
|
Less: Cash
|
|
(141.6
|
)
|
|
(229.6
|
)
|
||
Net debt
|
|
$
|
1,412.2
|
|
|
$
|
1,664.5
|
|
Total ATI stockholders’ equity
|
|
1,739.4
|
|
|
1,355.2
|
|
||
Net ATI capital
|
|
$
|
3,151.6
|
|
|
$
|
3,019.7
|
|
Net debt to ATI capital
|
|
44.8
|
%
|
|
55.1
|
%
|
(In millions)
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
Total debt (a)
|
|
$
|
1,553.8
|
|
|
$
|
1,894.1
|
|
Total ATI stockholders’ equity
|
|
1,739.4
|
|
|
1,355.2
|
|
||
Total ATI capital
|
|
$
|
3,293.2
|
|
|
$
|
3,249.3
|
|
Total debt to ATI capital
|
|
47.2
|
%
|
|
58.3
|
%
|
(In millions)
|
|
Total
|
|
Less than 1
year
|
|
1-3
years
|
|
4-5
years
|
|
After 5
years
|
||||||||||
Contractual Cash Obligations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Debt including Capital Leases
|
|
$
|
1,553.8
|
|
|
$
|
10.1
|
|
|
$
|
5.5
|
|
|
$
|
888.2
|
|
|
$
|
650.0
|
|
Interest on Debt (A)
|
|
507.6
|
|
|
99.7
|
|
|
202.2
|
|
|
135.0
|
|
|
70.7
|
|
|||||
Operating Lease Obligations
|
|
77.4
|
|
|
20.0
|
|
|
26.0
|
|
|
17.5
|
|
|
13.9
|
|
|||||
Other Long-term Liabilities
|
|
73.2
|
|
|
—
|
|
|
22.4
|
|
|
9.1
|
|
|
41.7
|
|
|||||
Pension and OPEB Obligations (B)
|
|
684.3
|
|
|
81.1
|
|
|
258.9
|
|
|
192.3
|
|
|
152.0
|
|
|||||
Unconditional Purchase Obligations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Raw Materials (C)
|
|
1,049.3
|
|
|
367.3
|
|
|
489.0
|
|
|
193.0
|
|
|
—
|
|
|||||
Capital expenditures
|
|
62.8
|
|
|
50.6
|
|
|
12.2
|
|
|
—
|
|
|
—
|
|
|||||
Other (D)
|
|
146.3
|
|
|
68.3
|
|
|
47.3
|
|
|
22.4
|
|
|
8.3
|
|
|||||
Total
|
|
$
|
4,154.7
|
|
|
$
|
697.1
|
|
|
$
|
1,063.5
|
|
|
$
|
1,457.5
|
|
|
$
|
936.6
|
|
Other Financial Commitments
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lines of Credit (E)
|
|
$
|
469.7
|
|
|
$
|
69.7
|
|
|
$
|
—
|
|
|
$
|
400.0
|
|
|
$
|
—
|
|
Guarantees
|
|
$
|
31.2
|
|
|
|
|
|
|
|
|
|
(A)
|
Amounts include contractual interest payments using the interest rates in effect as of December 31, 2017 applicable to the Company’s 2021 Notes, the Term Loan due 2022, the 2022 Convertible Notes, the 2023 Notes and the 6.95% Debentures due 2025.
|
(B)
|
Based on current actuarial studies, amounts include payments for the next 10 years to defined benefit pension plans, assuming the expected long-term return on pension assets is achieved. Projections of minimum required payments to the ATI Pension Plan are subject to significant uncertainty based on a number of factors including actual pension plan asset returns, changes in estimates of participant longevity, and changes in interest rates. Amounts also include actuarial projections of payments under other postemployment benefit plans for the next 10 years. In most retiree healthcare plans, our contributions are capped based on the cost as of a certain date. See Note 11, Retirement Benefits for further information.
|
(C)
|
We have contracted for physical delivery for certain of our raw materials to meet a portion of our needs. These contracts are based upon fixed or variable price provisions. We used current market prices as of December 31, 2017, for raw material obligations with variable pricing.
|
(D)
|
We have various contractual obligations that extend through 2026 for services involving production facilities and administrative operations. Our purchase obligation as disclosed represents the estimated termination fees payable if we were to exit these contracts.
|
(E)
|
At December 31, 2017, there was $6.3 million drawn under foreign credit agreements. Drawn amounts on the U.S. facility were $42.3 million utilized under the $400 million ABL facility for standby letters of credit, which renew annually. These letters of credit are used to support: $29.1 million in workers’ compensation and general insurance arrangements, $12.4 million related to environmental matters and $0.8 million for ATI’s assurance of performance to a customer.
|
|
|
Fiscal year ended December 31,
|
||||||||
|
|
2017
|
2016
|
2015
|
||||||
LIFO benefit (charge)
|
|
$
|
(54.2
|
)
|
$
|
(39.1
|
)
|
$
|
131.6
|
|
NRV benefit (charge)
|
|
54.0
|
|
39.9
|
|
(131.5
|
)
|
|||
Net cost of sales impact
|
|
$
|
(0.2
|
)
|
$
|
0.8
|
|
$
|
0.1
|
|
For the Years Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
||||||
Sales
|
|
$
|
3,525.1
|
|
|
$
|
3,134.6
|
|
|
$
|
3,719.6
|
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
3,076.1
|
|
|
2,972.1
|
|
|
3,659.3
|
|
|||
Gross profit
|
|
449.0
|
|
|
162.5
|
|
|
60.3
|
|
|||
Selling and administrative expenses
|
|
254.3
|
|
|
247.7
|
|
|
238.8
|
|
|||
Impairment of goodwill
|
|
114.4
|
|
|
—
|
|
|
126.6
|
|
|||
Restructuring charges
|
|
—
|
|
|
527.2
|
|
|
64.3
|
|
|||
Operating income (loss)
|
|
80.3
|
|
|
(612.4
|
)
|
|
(369.4
|
)
|
|||
Interest expense, net
|
|
(133.8
|
)
|
|
(124.0
|
)
|
|
(110.2
|
)
|
|||
Debt extinguishment charge
|
|
(37.0
|
)
|
|
—
|
|
|
—
|
|
|||
Other income, net
|
|
4.0
|
|
|
2.4
|
|
|
1.6
|
|
|||
Loss before income taxes
|
|
(86.5
|
)
|
|
(734.0
|
)
|
|
(478.0
|
)
|
|||
Income tax benefit
|
|
(6.8
|
)
|
|
(106.9
|
)
|
|
(112.1
|
)
|
|||
Net loss
|
|
(79.7
|
)
|
|
(627.1
|
)
|
|
(365.9
|
)
|
|||
Less: Net income attributable to noncontrolling interests
|
|
12.2
|
|
|
13.8
|
|
|
12.0
|
|
|||
Net loss attributable to ATI
|
|
$
|
(91.9
|
)
|
|
$
|
(640.9
|
)
|
|
$
|
(377.9
|
)
|
|
|
|
|
|
|
|
||||||
Basic net loss attributable to ATI per common share
|
|
$
|
(0.83
|
)
|
|
$
|
(5.97
|
)
|
|
$
|
(3.53
|
)
|
|
|
|
|
|
|
|
||||||
Diluted net loss attributable to ATI per common share
|
|
$
|
(0.83
|
)
|
|
$
|
(5.97
|
)
|
|
$
|
(3.53
|
)
|
For the Years Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net loss
|
|
$
|
(79.7
|
)
|
|
$
|
(627.1
|
)
|
|
$
|
(365.9
|
)
|
Currency translation adjustment
|
|
|
|
|
|
|
||||||
Unrealized net change arising during the period
|
|
39.1
|
|
|
(47.1
|
)
|
|
(37.0
|
)
|
|||
Reclassification adjustment included in net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
39.1
|
|
|
(47.1
|
)
|
|
(37.0
|
)
|
|||
Unrealized holding gain (loss) on securities
|
|
|
|
|
|
|
||||||
Net gain (loss) arising during the period
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Derivatives
|
|
|
|
|
|
|
||||||
Net derivatives gain (loss) on hedge transactions
|
|
14.3
|
|
|
21.2
|
|
|
(33.3
|
)
|
|||
Reclassification to net income of net realized loss (gain)
|
|
(7.2
|
)
|
|
7.9
|
|
|
(18.2
|
)
|
|||
Income taxes on derivative transactions
|
|
—
|
|
|
9.5
|
|
|
(19.5
|
)
|
|||
Total
|
|
7.1
|
|
|
19.6
|
|
|
(32.0
|
)
|
|||
Postretirement benefit plans
|
|
|
|
|
|
|
||||||
Actuarial loss
|
|
|
|
|
|
|
||||||
Amortization of net actuarial loss
|
|
71.6
|
|
|
75.0
|
|
|
75.0
|
|
|||
Net loss arising during the period
|
|
(42.7
|
)
|
|
(92.1
|
)
|
|
(95.8
|
)
|
|||
Prior service cost
|
|
|
|
|
|
|
||||||
Amortization to net loss of net prior service cost (credits)
|
|
(1.6
|
)
|
|
(0.4
|
)
|
|
6.2
|
|
|||
Income taxes on postretirement benefit plans
|
|
—
|
|
|
43.9
|
|
|
5.1
|
|
|||
Total
|
|
27.3
|
|
|
(61.4
|
)
|
|
(19.7
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
73.5
|
|
|
(88.9
|
)
|
|
(88.7
|
)
|
|||
Comprehensive loss
|
|
(6.2
|
)
|
|
(716.0
|
)
|
|
(454.6
|
)
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
|
19.8
|
|
|
4.1
|
|
|
6.4
|
|
|||
Comprehensive loss attributable to ATI
|
|
$
|
(26.0
|
)
|
|
$
|
(720.1
|
)
|
|
$
|
(461.0
|
)
|
(In millions, except share and per share amounts)
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
141.6
|
|
|
$
|
229.6
|
|
Accounts receivable, net
|
|
545.3
|
|
|
452.1
|
|
||
Inventories, net
|
|
1,176.1
|
|
|
1,037.0
|
|
||
Prepaid expenses and other current assets
|
|
52.7
|
|
|
47.8
|
|
||
Total Current Assets
|
|
1,915.7
|
|
|
1,766.5
|
|
||
Property, plant and equipment, net
|
|
2,495.7
|
|
|
2,498.9
|
|
||
Goodwill
|
|
531.4
|
|
|
641.9
|
|
||
Other assets
|
|
242.6
|
|
|
262.7
|
|
||
Total Assets
|
|
$
|
5,185.4
|
|
|
$
|
5,170.0
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
||||
Accounts payable
|
|
$
|
420.1
|
|
|
$
|
294.3
|
|
Accrued liabilities
|
|
282.4
|
|
|
309.3
|
|
||
Short-term debt and current portion of long-term debt
|
|
10.1
|
|
|
105.1
|
|
||
Total Current Liabilities
|
|
712.6
|
|
|
708.7
|
|
||
Long-term debt
|
|
1,530.6
|
|
|
1,771.9
|
|
||
Accrued postretirement benefits
|
|
317.8
|
|
|
317.7
|
|
||
Pension liabilities
|
|
697.0
|
|
|
827.9
|
|
||
Deferred income taxes
|
|
9.7
|
|
|
15.6
|
|
||
Other long-term liabilities
|
|
73.2
|
|
|
83.4
|
|
||
Total Liabilities
|
|
3,340.9
|
|
|
3,725.2
|
|
||
Equity:
|
|
|
|
|
||||
ATI Stockholders’ Equity:
|
|
|
|
|
||||
Preferred stock, par value $0.10: authorized-50,000,000 shares; issued-none
|
|
—
|
|
|
—
|
|
||
Common stock, par value $0.10: authorized-500,000,000 shares; issued- 126,695,171 shares at December 31, 2017 and 109,695,171 shares at December 31, 2016; outstanding-125,857,197 shares at December 31, 2017 and 108,925,254 shares at December 31, 2016
|
|
12.7
|
|
|
11.0
|
|
||
Additional paid-in capital
|
|
1,596.3
|
|
|
1,188.8
|
|
||
Retained earnings
|
|
1,184.3
|
|
|
1,277.1
|
|
||
Treasury stock: 837,974 shares at December 31, 2017 and 769,917 shares at December 31, 2016
|
|
(26.1
|
)
|
|
(28.0
|
)
|
||
Accumulated other comprehensive loss, net of tax
|
|
(1,027.8
|
)
|
|
(1,093.7
|
)
|
||
Total ATI Stockholders’ Equity
|
|
1,739.4
|
|
|
1,355.2
|
|
||
Noncontrolling Interests
|
|
105.1
|
|
|
89.6
|
|
||
Total Stockholders’ Equity
|
|
1,844.5
|
|
|
1,444.8
|
|
||
Total Liabilities and Stockholders’ Equity
|
|
$
|
5,185.4
|
|
|
$
|
5,170.0
|
|
For the Years Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(79.7
|
)
|
|
$
|
(627.1
|
)
|
|
$
|
(365.9
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
160.8
|
|
|
170.3
|
|
|
189.9
|
|
|||
Deferred taxes
|
|
(1.4
|
)
|
|
(119.8
|
)
|
|
(118.0
|
)
|
|||
Impairment of goodwill
|
|
114.4
|
|
|
—
|
|
|
126.6
|
|
|||
Non-cash restructuring charges
|
|
—
|
|
|
471.3
|
|
|
54.5
|
|
|||
Debt extinguishment charge
|
|
37.0
|
|
|
—
|
|
|
—
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Retirement benefits (a)
|
|
(110.3
|
)
|
|
(80.0
|
)
|
|
14.3
|
|
|||
Accounts receivable
|
|
(93.2
|
)
|
|
(51.8
|
)
|
|
203.3
|
|
|||
Inventories
|
|
(139.2
|
)
|
|
234.7
|
|
|
201.2
|
|
|||
Accounts payable
|
|
125.8
|
|
|
(51.2
|
)
|
|
(211.3
|
)
|
|||
Accrued income taxes
|
|
(1.9
|
)
|
|
9.3
|
|
|
55.8
|
|
|||
Accrued liabilities and other
|
|
10.1
|
|
|
0.6
|
|
|
(19.0
|
)
|
|||
Cash provided by (used in) operating activities
|
|
22.4
|
|
|
(43.7
|
)
|
|
131.4
|
|
|||
Investing Activities:
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
|
(122.7
|
)
|
|
(202.2
|
)
|
|
(144.5
|
)
|
|||
Purchases of businesses, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||
Asset disposals and other
|
|
3.1
|
|
|
2.2
|
|
|
(0.1
|
)
|
|||
Cash used in investing activities
|
|
(119.6
|
)
|
|
(200.0
|
)
|
|
(145.1
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
|
||||||
Borrowings on long-term debt
|
|
8.5
|
|
|
387.5
|
|
|
—
|
|
|||
Payments on long-term debt and capital leases
|
|
(353.0
|
)
|
|
(2.7
|
)
|
|
(23.6
|
)
|
|||
Net borrowings under credit facilities
|
|
1.6
|
|
|
3.1
|
|
|
1.5
|
|
|||
Debt issuance costs
|
|
(0.8
|
)
|
|
(10.4
|
)
|
|
—
|
|
|||
Debt extinguishment charge
|
|
(35.8
|
)
|
|
—
|
|
|
—
|
|
|||
Issuance of common stock
|
|
397.8
|
|
|
—
|
|
|
—
|
|
|||
Dividends paid to shareholders
|
|
—
|
|
|
(25.8
|
)
|
|
(66.5
|
)
|
|||
Dividends paid to noncontrolling interests
|
|
(8.0
|
)
|
|
(16.0
|
)
|
|
(16.0
|
)
|
|||
Sale to noncontrolling interest
|
|
3.7
|
|
|
—
|
|
|
—
|
|
|||
Acquisition of noncontrolling interests
|
|
—
|
|
|
(12.2
|
)
|
|
—
|
|
|||
Shares repurchased for income tax withholding on share-based compensation
|
|
(4.8
|
)
|
|
—
|
|
|
(1.4
|
)
|
|||
Cash provided by (used in) financing activities
|
|
9.2
|
|
|
323.5
|
|
|
(106.0
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
(88.0
|
)
|
|
79.8
|
|
|
(119.7
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
229.6
|
|
|
149.8
|
|
|
269.5
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
141.6
|
|
|
$
|
229.6
|
|
|
$
|
149.8
|
|
|
|
ATI Stockholders
|
|
|
|
|
||||||||||||||||||||||
(In millions, except per share amounts)
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Non-
controlling
Interests
|
|
Total
Equity
|
||||||||||||||
Balance, December 31, 2014
|
|
$
|
11.0
|
|
|
$
|
1,164.2
|
|
|
$
|
2,398.9
|
|
|
$
|
(44.3
|
)
|
|
$
|
(931.4
|
)
|
|
$
|
110.9
|
|
|
$
|
2,709.3
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
(377.9
|
)
|
|
—
|
|
|
—
|
|
|
12.0
|
|
|
(365.9
|
)
|
|||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83.1
|
)
|
|
(5.6
|
)
|
|
(88.7
|
)
|
|||||||
Cash dividends on common stock ($0.62 per share)
|
|
—
|
|
|
—
|
|
|
(66.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66.5
|
)
|
|||||||
Dividends paid to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.0
|
)
|
|
(16.0
|
)
|
|||||||
Redeemable noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|||||||
Employee stock plans
|
|
—
|
|
|
(2.5
|
)
|
|
(8.3
|
)
|
|
23.0
|
|
|
—
|
|
|
—
|
|
|
12.2
|
|
|||||||
Balance, December 31, 2015
|
|
$
|
11.0
|
|
|
$
|
1,161.7
|
|
|
$
|
1,945.9
|
|
|
$
|
(21.3
|
)
|
|
$
|
(1,014.5
|
)
|
|
$
|
101.6
|
|
|
$
|
2,184.4
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
(640.9
|
)
|
|
—
|
|
|
—
|
|
|
13.8
|
|
|
(627.1
|
)
|
|||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79.2
|
)
|
|
(9.7
|
)
|
|
(88.9
|
)
|
|||||||
Cash dividends on common stock ($0.24 per share)
|
|
—
|
|
|
—
|
|
|
(25.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25.8
|
)
|
|||||||
Purchase of subsidiary shares from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||||||
Dividends paid to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.0
|
)
|
|
(16.0
|
)
|
|||||||
Employee stock plans
|
|
—
|
|
|
27.1
|
|
|
(2.1
|
)
|
|
(6.7
|
)
|
|
—
|
|
|
—
|
|
|
18.3
|
|
|||||||
Balance, December 31, 2016
|
|
$
|
11.0
|
|
|
$
|
1,188.8
|
|
|
$
|
1,277.1
|
|
|
$
|
(28.0
|
)
|
|
$
|
(1,093.7
|
)
|
|
$
|
89.6
|
|
|
$
|
1,444.8
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
(91.9
|
)
|
|
—
|
|
|
—
|
|
|
12.2
|
|
|
(79.7
|
)
|
|||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65.9
|
|
|
7.6
|
|
|
73.5
|
|
|||||||
Issuance of common stock
|
|
1.7
|
|
|
396.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
397.8
|
|
|||||||
Dividends paid to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.0
|
)
|
|
(8.0
|
)
|
|||||||
Sales of subsidiary shares to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|
3.7
|
|
|||||||
Employee stock plans
|
|
—
|
|
|
11.4
|
|
|
(0.9
|
)
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
12.4
|
|
|||||||
Balance, December 31, 2017
|
|
$
|
12.7
|
|
|
$
|
1,596.3
|
|
|
$
|
1,184.3
|
|
|
$
|
(26.1
|
)
|
|
$
|
(1,027.8
|
)
|
|
$
|
105.1
|
|
|
$
|
1,844.5
|
|
|
|
2017
|
|
2016
|
||||
Raw materials and supplies
|
|
$
|
162.8
|
|
|
$
|
149.6
|
|
Work-in-process
|
|
955.5
|
|
|
837.9
|
|
||
Finished goods
|
|
165.0
|
|
|
161.7
|
|
||
Total inventories at current cost
|
|
1,283.3
|
|
|
1,149.2
|
|
||
Adjustment from current cost to LIFO cost basis
|
|
43.1
|
|
|
97.3
|
|
||
Inventory valuation reserves
|
|
(121.5
|
)
|
|
(169.0
|
)
|
||
Progress payments
|
|
(28.8
|
)
|
|
(40.5
|
)
|
||
Total inventories, net
|
|
$
|
1,176.1
|
|
|
$
|
1,037.0
|
|
|
|
Fiscal year ended December 31,
|
||||||||
|
|
2017
|
2016
|
2015
|
||||||
LIFO benefit (charge)
|
|
$
|
(54.2
|
)
|
$
|
(39.1
|
)
|
$
|
131.6
|
|
NRV benefit (charge)
|
|
54.0
|
|
39.9
|
|
(131.5
|
)
|
|||
Net cost of sales impact
|
|
$
|
(0.2
|
)
|
$
|
0.8
|
|
$
|
0.1
|
|
(In millions)
|
|
2017
|
|
2016
|
||||
Land
|
|
$
|
31.7
|
|
|
$
|
31.4
|
|
Buildings
|
|
844.5
|
|
|
829.6
|
|
||
Equipment and leasehold improvements
|
|
3,597.6
|
|
|
3,497.2
|
|
||
|
|
4,473.8
|
|
|
4,358.2
|
|
||
Accumulated depreciation and amortization
|
|
(1,978.1
|
)
|
|
(1,859.3
|
)
|
||
Total property, plant and equipment, net
|
|
$
|
2,495.7
|
|
|
$
|
2,498.9
|
|
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Depreciation of property, plant and equipment
|
|
$
|
135.2
|
|
|
$
|
141.9
|
|
|
$
|
159.6
|
|
Software and other amortization
|
|
25.6
|
|
|
28.4
|
|
|
30.3
|
|
|||
Total depreciation and amortization
|
|
$
|
160.8
|
|
|
$
|
170.3
|
|
|
$
|
189.9
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
(in millions)
|
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
||||||||
Technology
|
|
$
|
91.4
|
|
|
$
|
(27.4
|
)
|
|
$
|
91.4
|
|
|
$
|
(23.0
|
)
|
Customer relationships
|
|
35.7
|
|
|
(9.1
|
)
|
|
35.7
|
|
|
(7.6
|
)
|
||||
Trademarks
|
|
64.6
|
|
|
(17.2
|
)
|
|
64.6
|
|
|
(12.9
|
)
|
||||
Total amortizable intangible assets
|
|
$
|
191.7
|
|
|
$
|
(53.7
|
)
|
|
$
|
191.7
|
|
|
$
|
(43.5
|
)
|
(In millions)
|
|
2017
|
|
2016
|
||||
Balance at beginning of year
|
|
$
|
23.3
|
|
|
$
|
25.0
|
|
Accretion expense
|
|
0.8
|
|
|
0.7
|
|
||
Payments
|
|
(0.7
|
)
|
|
(2.0
|
)
|
||
Revision of estimates
|
|
0.1
|
|
|
(0.4
|
)
|
||
Balance at end of year
|
|
$
|
23.5
|
|
|
$
|
23.3
|
|
(In millions)
|
|
2017
|
|
2016
|
||||
Cash
|
|
$
|
140.2
|
|
|
$
|
164.1
|
|
Other short-term investments
|
|
1.4
|
|
|
65.5
|
|
||
Total cash and cash equivalents
|
|
$
|
141.6
|
|
|
$
|
229.6
|
|
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Rent and royalty income
|
|
$
|
3.5
|
|
|
$
|
1.4
|
|
|
$
|
2.0
|
|
Net gains on property and investments
|
|
0.5
|
|
|
1.0
|
|
|
—
|
|
|||
Other
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||
Total other income, net
|
|
$
|
4.0
|
|
|
$
|
2.4
|
|
|
$
|
1.6
|
|
(In millions)
|
|
2017
|
|
2016
|
||||
Allegheny Technologies $500 million 5.875% Senior Notes due 2023 (a)
|
|
$
|
500.0
|
|
|
$
|
500.0
|
|
Allegheny Technologies $500 million 5.95% Senior Notes due 2021
|
|
500.0
|
|
|
500.0
|
|
||
Allegheny Technologies $350 million 9.375% Senior Notes due 2019
|
|
—
|
|
|
350.0
|
|
||
Allegheny Technologies $287.5 million 4.75% Convertible Senior Notes due 2022
|
|
287.5
|
|
|
287.5
|
|
||
Allegheny Ludlum 6.95% Debentures due 2025
|
|
150.0
|
|
|
150.0
|
|
||
Term Loan due 2022
|
|
100.0
|
|
|
100.0
|
|
||
U.S. revolving credit facility
|
|
—
|
|
|
—
|
|
||
Foreign credit agreements
|
|
6.3
|
|
|
4.4
|
|
||
Other
|
|
10.0
|
|
|
2.2
|
|
||
Debt issuance costs
|
|
(13.1
|
)
|
|
(17.1
|
)
|
||
Total short-term and long-term debt
|
|
1,540.7
|
|
|
1,877.0
|
|
||
Short-term debt and current portion of long-term debt
|
|
10.1
|
|
|
105.1
|
|
||
Total long-term debt
|
|
$
|
1,530.6
|
|
|
$
|
1,771.9
|
|
(a)
|
Bearing interest at
7.875%
effective February 15, 2016.
|
(In millions)
|
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
Asset derivatives
|
|
Balance sheet location
|
|
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
2.4
|
|
Natural gas contracts
|
|
Prepaid expenses and other current assets
|
|
0.1
|
|
|
0.2
|
|
||
Nickel and other raw material contracts
|
|
Prepaid expenses and other current assets
|
|
10.5
|
|
|
2.2
|
|
||
Foreign exchange contracts
|
|
Other assets
|
|
—
|
|
|
0.2
|
|
||
Natural gas contracts
|
|
Other assets
|
|
0.3
|
|
|
0.2
|
|
||
Nickel and other raw material contracts
|
|
Other assets
|
|
5.5
|
|
|
3.3
|
|
||
Total derivatives designated as hedging instruments
|
|
|
|
16.4
|
|
|
8.5
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
Prepaid expenses and other current assets
|
|
0.1
|
|
|
0.6
|
|
||
Total derivatives not designated as hedging instruments:
|
|
0.1
|
|
|
0.6
|
|
||||
Total asset derivatives
|
|
|
|
$
|
16.5
|
|
|
$
|
9.1
|
|
|
|
|
|
|
|
|
||||
Liability derivatives
|
|
Balance sheet location
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Natural gas contracts
|
|
Accrued liabilities
|
|
$
|
0.9
|
|
|
$
|
2.5
|
|
Nickel and other raw material contracts
|
|
Accrued liabilities
|
|
2.1
|
|
|
6.7
|
|
||
Foreign exchange contracts
|
|
Other long-term liabilities
|
|
—
|
|
|
0.1
|
|
||
Natural gas contracts
|
|
Other long-term liabilities
|
|
0.3
|
|
|
—
|
|
||
Nickel and other raw material contracts
|
|
Other long-term liabilities
|
|
2.2
|
|
|
9.4
|
|
||
Total derivatives designated as hedging instruments
|
|
|
|
5.5
|
|
|
18.7
|
|
||
Total liability derivatives
|
|
|
|
$
|
5.5
|
|
|
$
|
18.7
|
|
Derivatives in Cash Flow
Hedging Relationships
|
|
Amount of Gain (Loss)
Recognized in OCI on
Derivatives
(Effective Portion)
|
|
Amount of Gain (Loss)
Reclassified from
Accumulated OCI
into Income
(Effective Portion) (a)
|
|
Amount of Gain (Loss)
Recognized in Income
on Derivatives (Ineffective
Portion and Amount
Excluded from
Effectiveness Testing) (b)
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||||||||
Nickel and other raw material contracts
|
|
$
|
14.1
|
|
|
$
|
9.4
|
|
|
$
|
(2.1
|
)
|
|
$
|
(12.1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Natural gas contracts
|
|
(2.8
|
)
|
|
3.8
|
|
|
(3.3
|
)
|
|
(8.4
|
)
|
|
—
|
|
|
(0.8
|
)
|
||||||
Foreign exchange contracts
|
|
(0.2
|
)
|
|
—
|
|
|
9.9
|
|
|
16.4
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
11.1
|
|
|
$
|
13.2
|
|
|
$
|
4.5
|
|
|
$
|
(4.1
|
)
|
|
$
|
—
|
|
|
$
|
(0.8
|
)
|
(a)
|
The gains (losses) reclassified from accumulated OCI into income related to the effective portion of the derivatives are presented in cost of sales in the same period or periods in which the hedged item affects earnings.
|
(b)
|
The gains (losses) recognized in income on derivatives related to the ineffective portion and the amount excluded from effectiveness testing are presented in selling and administrative expenses.
|
(In millions)
|
|
Amount of Gain (Loss) Recognized
in Income on Derivatives
|
||||||
Derivatives Not Designated as Hedging Instruments
|
|
2017
|
|
2016
|
||||
Foreign exchange contracts
|
|
$
|
(0.8
|
)
|
|
$
|
(0.2
|
)
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
(In millions)
|
|
Total
Carrying
Amount
|
|
Total
Estimated
Fair Value
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
||||||||
Cash and cash equivalents
|
|
$
|
141.6
|
|
|
$
|
141.6
|
|
|
$
|
141.6
|
|
|
$
|
—
|
|
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
16.5
|
|
|
16.5
|
|
|
—
|
|
|
16.5
|
|
||||
Liabilities
|
|
5.5
|
|
|
5.5
|
|
|
—
|
|
|
5.5
|
|
||||
Debt (a)
|
|
1,553.8
|
|
|
1,853.2
|
|
|
1,736.9
|
|
|
116.3
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
(In millions)
|
|
Total
Carrying
Amount
|
|
Total
Estimated
Fair Value
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
||||||||
Cash and cash equivalents
|
|
$
|
229.6
|
|
|
$
|
229.6
|
|
|
$
|
229.6
|
|
|
$
|
—
|
|
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
9.1
|
|
|
9.1
|
|
|
—
|
|
|
9.1
|
|
||||
Liabilities
|
|
18.7
|
|
|
18.7
|
|
|
—
|
|
|
18.7
|
|
||||
Debt (a)
|
|
1,894.1
|
|
|
1,975.0
|
|
|
1,868.4
|
|
|
106.6
|
|
(a)
|
The total carrying amount for debt excludes debt issuance costs related to the recognized debt liability which is presented in the consolidated balance sheet as a direct reduction from the carrying amount of the debt liability.
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Service cost—benefits earned during the year
|
|
$
|
14.1
|
|
|
$
|
20.6
|
|
|
$
|
22.8
|
|
|
$
|
2.4
|
|
|
$
|
2.6
|
|
|
$
|
2.7
|
|
Interest cost on benefits earned in prior years
|
|
116.7
|
|
|
125.4
|
|
|
121.0
|
|
|
14.6
|
|
|
16.0
|
|
|
17.9
|
|
||||||
Expected return on plan assets
|
|
(146.9
|
)
|
|
(148.7
|
)
|
|
(168.3
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||||
Amortization of prior service cost (credit)
|
|
1.3
|
|
|
1.3
|
|
|
1.3
|
|
|
(2.9
|
)
|
|
(1.7
|
)
|
|
4.9
|
|
||||||
Amortization of net actuarial loss
|
|
62.6
|
|
|
65.4
|
|
|
60.4
|
|
|
9.0
|
|
|
9.6
|
|
|
14.6
|
|
||||||
Termination benefits
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
||||||
Total retirement benefit expense
|
|
$
|
47.8
|
|
|
$
|
65.1
|
|
|
$
|
37.2
|
|
|
$
|
23.1
|
|
|
$
|
28.7
|
|
|
$
|
40.0
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
Discount rate (a)
|
|
4.45
|
%
|
|
4.65
|
%
|
|
4.25
|
%
|
|
4.35
|
%
|
|
4.05 - 4.50%
|
|
|
4.10
|
%
|
Rate of increase in future compensation levels
|
|
0.50 - 1.00%
|
|
|
3.0 - 3.50%
|
|
|
3.0 - 3.50%
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Expected long-term rate of return on assets
|
|
7.75
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
4.0
|
%
|
|
4.0
|
%
|
|
4.0
|
%
|
(a)
|
Other postretirement benefits expense for 2016 was initially measured at a
4.50%
discount rate. A portion of the obligation was remeasured using a
4.05%
discount rate as of March 1, 2016, following a new USW labor agreement.
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Discount rate
|
|
3.85
|
%
|
|
4.45
|
%
|
|
3.80
|
%
|
|
4.35
|
%
|
Rate of increase in future compensation levels
|
|
0.50 - 1.00%
|
|
|
1.00
|
%
|
|
—
|
|
|
—
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Change in benefit obligations:
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
2,727.7
|
|
|
$
|
2,805.9
|
|
|
$
|
354.8
|
|
|
$
|
400.8
|
|
Service cost
|
|
14.1
|
|
|
20.6
|
|
|
2.4
|
|
|
2.6
|
|
||||
Interest cost
|
|
116.7
|
|
|
125.4
|
|
|
14.6
|
|
|
16.0
|
|
||||
Benefits paid
|
|
(220.1
|
)
|
|
(255.4
|
)
|
|
(38.6
|
)
|
|
(47.7
|
)
|
||||
Subsidy paid
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.8
|
|
||||
Participant contributions
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||
Effect of currency rates
|
|
7.4
|
|
|
(17.3
|
)
|
|
—
|
|
|
—
|
|
||||
Net actuarial (gains) losses – discount rate change
|
|
174.6
|
|
|
57.8
|
|
|
16.6
|
|
|
4.6
|
|
||||
– other
|
|
9.4
|
|
|
(3.9
|
)
|
|
(0.5
|
)
|
|
(2.1
|
)
|
||||
Plan curtailments
|
|
—
|
|
|
(6.7
|
)
|
|
—
|
|
|
—
|
|
||||
Plan amendments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.5
|
)
|
||||
Special termination benefits
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
2.3
|
|
||||
Benefit obligation at end of year
|
|
$
|
2,829.8
|
|
|
$
|
2,727.7
|
|
|
$
|
349.9
|
|
|
$
|
354.8
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
|
$
|
1,894.6
|
|
|
$
|
1,962.3
|
|
|
$
|
0.7
|
|
|
$
|
1.8
|
|
Actual returns on plan assets and plan expenses
|
|
304.1
|
|
|
79.7
|
|
|
0.2
|
|
|
(0.8
|
)
|
||||
Employer contributions
|
|
143.4
|
|
|
125.1
|
|
|
—
|
|
|
—
|
|
||||
Participant contributions
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||
Effect of currency rates
|
|
7.6
|
|
|
(17.3
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(220.1
|
)
|
|
(255.4
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||
Fair value of plan assets at end of year
|
|
$
|
2,129.6
|
|
|
$
|
1,894.6
|
|
|
$
|
0.6
|
|
|
$
|
0.7
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Beginning of year accumulated other comprehensive loss
|
|
$
|
(1,462.7
|
)
|
|
$
|
(1,418.2
|
)
|
|
$
|
(74.4
|
)
|
|
$
|
(101.4
|
)
|
Amortization of net actuarial loss
|
|
62.6
|
|
|
65.4
|
|
|
9.0
|
|
|
9.6
|
|
||||
Amortization of prior service cost (credit)
|
|
1.3
|
|
|
1.3
|
|
|
(2.9
|
)
|
|
(1.7
|
)
|
||||
Remeasurements
|
|
(27.3
|
)
|
|
(111.2
|
)
|
|
(15.4
|
)
|
|
19.1
|
|
||||
End of year accumulated other comprehensive loss
|
|
$
|
(1,426.1
|
)
|
|
$
|
(1,462.7
|
)
|
|
$
|
(83.7
|
)
|
|
$
|
(74.4
|
)
|
Net change in accumulated other comprehensive loss
|
|
$
|
36.6
|
|
|
$
|
(44.5
|
)
|
|
$
|
(9.3
|
)
|
|
$
|
27.0
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Prior service (cost) credit
|
|
$
|
(1.0
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
11.7
|
|
|
$
|
14.6
|
|
Net actuarial loss
|
|
(1,425.1
|
)
|
|
(1,460.4
|
)
|
|
(95.4
|
)
|
|
(89.0
|
)
|
||||
Accumulated other comprehensive loss
|
|
(1,426.1
|
)
|
|
(1,462.7
|
)
|
|
(83.7
|
)
|
|
(74.4
|
)
|
||||
Deferred tax effect
|
|
525.6
|
|
|
543.4
|
|
|
29.7
|
|
|
28.2
|
|
||||
Accumulated other comprehensive loss, net of tax
|
|
$
|
(900.5
|
)
|
|
$
|
(919.3
|
)
|
|
$
|
(54.0
|
)
|
|
$
|
(46.2
|
)
|
(In millions)
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
|
Total
|
||||||
Amortization of prior service cost (credit)
|
|
$
|
0.4
|
|
|
$
|
(2.9
|
)
|
|
$
|
(2.5
|
)
|
Amortization of net actuarial loss
|
|
65.9
|
|
|
10.6
|
|
|
76.5
|
|
|||
Amortization of accumulated other comprehensive loss
|
|
$
|
66.3
|
|
|
$
|
7.7
|
|
|
$
|
74.0
|
|
|
|
Pension Benefits
|
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Projected benefit obligation
|
|
$
|
2,737.4
|
|
|
$
|
2,727.7
|
|
Accumulated benefit obligation
|
|
$
|
2,718.0
|
|
|
$
|
2,710.7
|
|
Fair value of plan assets
|
|
$
|
2,035.1
|
|
|
$
|
1,894.6
|
|
(In millions)
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
|
Medicare Part
D Subsidy
|
||||||
2018
|
|
$
|
201.0
|
|
|
$
|
32.1
|
|
|
$
|
0.8
|
|
2019
|
|
194.1
|
|
|
31.2
|
|
|
0.8
|
|
|||
2020
|
|
192.0
|
|
|
29.7
|
|
|
0.8
|
|
|||
2021
|
|
188.8
|
|
|
28.1
|
|
|
0.7
|
|
|||
2022
|
|
186.8
|
|
|
26.2
|
|
|
0.7
|
|
|||
2023 - 2027
|
|
891.5
|
|
|
109.0
|
|
|
2.8
|
|
(In millions)
|
|
One
Percentage
Point
Increase
|
|
One
Percentage
Point
Decrease
|
||||
Effect on total of service and interest cost components for the year ended December 31, 2017
|
|
$
|
0.3
|
|
|
$
|
(0.3
|
)
|
Effect on other postretirement benefit obligation at December 31, 2017
|
|
$
|
5.7
|
|
|
$
|
(5.1
|
)
|
(In millions)
|
|
|
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
|
|
Significant
Observable Inputs
|
|
Significant
Unobservable Inputs
|
||||||||||
Asset category
|
|
Total
|
|
NAV
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
ATI common stock
|
|
$
|
71.3
|
|
|
$
|
—
|
|
|
$
|
71.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other U.S. equities
|
|
416.0
|
|
|
267.7
|
|
|
148.3
|
|
|
—
|
|
|
—
|
|
|||||
International equities
|
|
432.5
|
|
|
385.9
|
|
|
46.6
|
|
|
—
|
|
|
—
|
|
|||||
Global debt securities and cash:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed income and cash equivalents
|
|
501.1
|
|
|
92.6
|
|
|
10.0
|
|
|
398.5
|
|
|
—
|
|
|||||
Floating rate
|
|
169.9
|
|
|
122.6
|
|
|
47.3
|
|
|
—
|
|
|
—
|
|
|||||
Private equity
|
|
137.5
|
|
|
137.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Hedge funds
|
|
307.4
|
|
|
307.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate and other
|
|
93.9
|
|
|
90.7
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|||||
Total assets
|
|
$
|
2,129.6
|
|
|
$
|
1,404.4
|
|
|
$
|
323.5
|
|
|
$
|
401.7
|
|
|
$
|
—
|
|
(In millions)
|
|
|
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
|
|
Significant
Observable Inputs
|
|
Significant
Unobservable Inputs
|
||||||||||
Asset category
|
|
Total
|
|
NAV
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
ATI common stock
|
|
$
|
47.1
|
|
|
$
|
—
|
|
|
$
|
47.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other U.S. equities
|
|
311.1
|
|
|
204.0
|
|
|
107.1
|
|
|
—
|
|
|
—
|
|
|||||
International equities
|
|
375.7
|
|
|
339.2
|
|
|
36.5
|
|
|
—
|
|
|
—
|
|
|||||
Global debt securities and cash:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed income and cash equivalents
|
|
412.2
|
|
|
82.3
|
|
|
0.5
|
|
|
329.2
|
|
|
0.2
|
|
|||||
Floating rate
|
|
225.5
|
|
|
225.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Private equity
|
|
142.6
|
|
|
142.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Hedge funds
|
|
283.9
|
|
|
283.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate and other
|
|
96.5
|
|
|
91.5
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
|||||
Total assets
|
|
$
|
1,894.6
|
|
|
$
|
1,369.0
|
|
|
$
|
191.2
|
|
|
$
|
334.2
|
|
|
$
|
0.2
|
|
(In millions)
|
|
January 1,
2016 Balance
|
|
Net Realized
and Unrealized
Gains (Losses)
|
|
Net Purchases,
Issuances and
Settlements
|
|
Net Transfers
Into (Out Of)
Level 3
|
|
December 31,
2016 Balance
|
||||||||||
Global debt securities and cash:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed income and cash equivalents
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Floating rate debt
|
|
194.3
|
|
|
4.8
|
|
|
(199.1
|
)
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
194.6
|
|
|
$
|
4.8
|
|
|
$
|
(199.2
|
)
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Asset category
|
|
Target asset allocation range
|
Equity securities:
|
|
|
U. S. equities
|
|
18% - 40%
|
International equities
|
|
10% - 30%
|
Global debt securities and cash
|
|
15% - 40%
|
Private equity
|
|
0% - 15%
|
Hedge funds
|
|
10% - 20%
|
Real estate and other
|
|
0% - 10%
|
a.
|
Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
b.
|
If a participating employer ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
c.
|
If the Company ceases to have an obligation to contribute to the multiemployer plan in which it had been a contributing employer, it may be required to pay to the plan an amount based on the underfunded status of the plan and on the history of the Company’s participation in the plan prior to the cessation of its obligation to contribute. The amount that an employer that has ceased to have an obligation to contribute to a multiemployer plan is required to pay to the plan is referred to as a withdrawal liability.
|
|
|
|
|
Pension
Protection Act
Zone Status (1)
|
|
FIP / RP Status
Pending /
Implemented (2)
|
|
in millions
|
|
|
|
Expiration Dates
of Collective
Bargaining
Agreements
|
||||||||||||
|
|
EIN / Pension
Plan Number
|
|
|
|
Company Contributions
|
|
Surcharge
Imposed (3)
|
|
|||||||||||||||
Pension Fund
|
|
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
|
2015
|
|
|
||||||||||
Steelworkers Western Independent Shops Pension Plan
|
|
90-0169564
/ 001
|
|
Green
|
|
Green
|
|
N/A
|
|
$
|
0.6
|
|
|
$
|
1.2
|
|
|
$
|
0.7
|
|
|
No
|
|
2/29/2020
|
Boilermakers-Blacksmiths National Pension Trust
|
|
48-6168020
/ 001
|
|
Yellow
|
|
Yellow
|
|
Yes
|
|
2.2
|
|
|
1.8
|
|
|
1.8
|
|
|
No
|
|
9/30/2026
|
|||
IAM National Pension Fund
|
|
51-6031295
/ 002
|
|
Green
|
|
Green
|
|
N/A
|
|
1.7
|
|
|
1.6
|
|
|
1.5
|
|
|
No
|
|
Various between 2018-2022 (4)
|
|||
Total contributions
|
|
|
|
|
|
|
|
|
|
$
|
4.5
|
|
|
$
|
4.6
|
|
|
$
|
4.0
|
|
|
|
|
|
(1)
|
The most recent Pension Protection Act Zone Status available for ATI’s fiscal years
2017
and
2016
is for plan years ending in calendar years
2016
and
2015
, respectively. The zone status is based on information provided to ATI and other participating employers by each plan and is certified by the plan’s actuary. A plan in the “red” zone had been determined to be in “critical status”, based on criteria established by the Code, and is generally less than
65%
funded. A plan in the “yellow” zone has been determined to be in “endangered status”, based on criteria established under the Code, and is generally less than
80%
funded. A plan in the “green” zone has been determined to be neither in “critical status” nor in “endangered status”, and is generally at least
80%
funded.
|
(2)
|
The “FIP / RP Status Pending / Implemented” column indicates whether a Funding Improvement Plan, as required under the Code by plans in the “yellow” zone, or a Rehabilitation Plan, as required under the Code to be adopted by plans in the “red” zone, is pending or has been implemented as of the end of the plan year that ended in
2017
.
|
(3)
|
The “Surcharge Imposed” column indicates whether ATI’s contribution rate for
2017
included an amount in addition to the contribution rate specified in the applicable collective bargaining agreement, as imposed by a plan in “critical status”, in accordance with the requirements of the Code.
|
(4)
|
The Company is party to five separate bargaining agreements that require contributions to this plan. Expiration dates of these collective bargaining agreements range between April 22, 2018 and February 27, 2022.
|
|
Post-
retirement
benefit plans
|
|
Currency
translation
adjustment
|
|
Unrealized
holding gains
on securities
|
|
Derivatives
|
|
|
Deferred Tax Asset Valuation Allowance
|
|
Total
|
|||||||||||
Attributable to ATI:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance, December 31, 2014
|
$
|
(931.5
|
)
|
|
$
|
(16.2
|
)
|
|
$
|
—
|
|
|
$
|
16.3
|
|
|
$
|
—
|
|
|
$
|
(931.4
|
)
|
OCI before reclassifications
|
|
(69.6
|
)
|
|
|
(31.4
|
)
|
|
|
—
|
|
|
|
(20.7
|
)
|
|
|
—
|
|
|
(121.7
|
)
|
|
Amounts reclassified from AOCI
|
(a)
|
49.9
|
|
|
(b)
|
—
|
|
|
(b)
|
—
|
|
|
(c)
|
(11.3
|
)
|
|
|
—
|
|
|
38.6
|
|
|
Net current-period OCI
|
|
(19.7
|
)
|
|
|
(31.4
|
)
|
|
|
—
|
|
|
|
(32.0
|
)
|
|
|
—
|
|
|
(83.1
|
)
|
|
Balance, December 31, 2015
|
|
(951.2
|
)
|
|
|
(47.6
|
)
|
|
|
—
|
|
|
|
(15.7
|
)
|
|
|
—
|
|
|
(1,014.5
|
)
|
|
OCI before reclassifications
|
|
(60.6
|
)
|
|
|
(37.4
|
)
|
|
|
—
|
|
|
|
13.2
|
|
|
|
(45.6
|
)
|
|
(130.4
|
)
|
|
Amounts reclassified from AOCI
|
(a)
|
46.3
|
|
|
(b)
|
—
|
|
|
(b)
|
—
|
|
|
(c)
|
4.9
|
|
|
|
—
|
|
|
51.2
|
|
|
Net current-period OCI
|
|
(14.3
|
)
|
|
|
(37.4
|
)
|
|
|
—
|
|
|
|
18.1
|
|
|
|
(45.6
|
)
|
|
(79.2
|
)
|
|
Balance, December 31, 2016
|
|
(965.5
|
)
|
|
|
(85.0
|
)
|
|
|
—
|
|
|
|
2.4
|
|
|
|
(45.6
|
)
|
|
(1,093.7
|
)
|
|
OCI before reclassifications
|
|
(32.5
|
)
|
|
|
31.5
|
|
|
|
—
|
|
|
|
11.1
|
|
|
|
—
|
|
|
10.1
|
|
|
Amounts reclassified from AOCI
|
(a)
|
43.5
|
|
|
(b)
|
—
|
|
|
(b)
|
—
|
|
|
(c)
|
(4.5
|
)
|
|
|
16.8
|
|
|
55.8
|
|
|
Net current-period OCI
|
|
11.0
|
|
|
|
31.5
|
|
|
|
—
|
|
|
|
6.6
|
|
|
|
16.8
|
|
|
65.9
|
|
|
Balance, December 31, 2017
|
$
|
(954.5
|
)
|
|
$
|
(53.5
|
)
|
|
$
|
—
|
|
|
$
|
9.0
|
|
|
$
|
(28.8
|
)
|
|
$
|
(1,027.8
|
)
|
Attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance, December 31, 2014
|
$
|
—
|
|
|
$
|
25.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25.0
|
|
OCI before reclassifications
|
|
—
|
|
|
|
(5.6
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
(5.6
|
)
|
|
Amounts reclassified from AOCI
|
|
—
|
|
|
(b)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Net current-period OCI
|
|
—
|
|
|
|
(5.6
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
(5.6
|
)
|
|
Balance, December 31, 2015
|
|
—
|
|
|
|
19.4
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
19.4
|
|
|
OCI before reclassifications
|
|
—
|
|
|
|
(9.7
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
(9.7
|
)
|
|
Amounts reclassified from AOCI
|
|
—
|
|
|
(b)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Net current-period OCI
|
|
—
|
|
|
|
(9.7
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
(9.7
|
)
|
|
Balance, December 31, 2016
|
|
—
|
|
|
|
9.7
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
9.7
|
|
|
OCI before reclassifications
|
|
—
|
|
|
|
7.6
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
7.6
|
|
|
Amounts reclassified from AOCI
|
|
—
|
|
|
(b)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Net current-period OCI
|
|
—
|
|
|
|
7.6
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
7.6
|
|
|
Balance, December 31, 2017
|
$
|
—
|
|
|
$
|
17.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17.3
|
|
(a)
|
Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 11).
|
(b)
|
No amounts were reclassified to earnings.
|
(c)
|
Amounts related to the effective portion of the derivatives are included in cost of goods sold in the period or periods the hedged item affects earnings. Amounts related to the ineffective portion of the derivatives are presented in selling and administrative expenses on the consolidated statements of operations (see Note 9).
|
|
|
Amount reclassified from AOCI (c)
|
|
|
|
||||||||||||
|
|
Fiscal year ended
|
|
|
|
||||||||||||
Details about AOCI Components
(In millions)
|
|
December 31, 2017
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
|
|
Affected line item in the
consolidated statement of operations
|
||||||
Postretirement benefit plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Prior service credit (cost)
|
|
$
|
1.6
|
|
|
(a)
|
|
$
|
0.4
|
|
(a)
|
$
|
(6.2
|
)
|
(a)
|
|
|
Actuarial losses
|
|
(71.6
|
)
|
|
(a)
|
|
(75.0
|
)
|
(a)
|
(75.0
|
)
|
(a)
|
|
|
|||
|
|
(70.0
|
)
|
|
(c)
|
|
(74.6
|
)
|
(c)
|
(81.2
|
)
|
(c)
|
|
Total before tax
|
|||
|
|
(26.5
|
)
|
|
|
|
(28.3
|
)
|
|
(31.3
|
)
|
|
|
Tax benefit (d)
|
|||
|
|
$
|
(43.5
|
)
|
|
|
|
$
|
(46.3
|
)
|
|
$
|
(49.9
|
)
|
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Nickel and other raw material contracts
|
|
$
|
(3.4
|
)
|
|
(b)
|
|
$
|
(19.5
|
)
|
(b)
|
$
|
(16.9
|
)
|
(b)
|
|
|
Natural gas contracts
|
|
(5.3
|
)
|
|
(b)
|
|
(14.8
|
)
|
(b)
|
(18.2
|
)
|
(b)
|
|
|
|||
Electricity contracts
|
|
—
|
|
|
(b)
|
|
—
|
|
(b)
|
(0.2
|
)
|
(b)
|
|
|
|||
Foreign exchange contracts
|
|
15.9
|
|
|
(b)
|
|
26.4
|
|
(b)
|
53.5
|
|
(b)
|
|
|
|||
|
|
7.2
|
|
|
(c)
|
|
(7.9
|
)
|
(c)
|
18.2
|
|
(c)
|
|
Total before tax
|
|||
|
|
2.7
|
|
|
|
|
(3.0
|
)
|
|
6.9
|
|
|
|
Tax provision (benefit) (d)
|
|||
|
|
$
|
4.5
|
|
|
|
|
$
|
(4.9
|
)
|
|
$
|
11.3
|
|
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Amounts are included in the computation of pension and other postretirement benefit expense, which is reported in both cost of goods sold and selling and administrative expenses. For additional information, see Note 11.
|
(b)
|
Amounts related to the effective portion of the derivatives are included in cost of goods sold in the period or periods the hedged item affects earnings. Amounts related to the ineffective portion of the derivatives are presented in selling and administrative expenses on the consolidated statements of operations (see Note 9).
|
(c)
|
For pretax items, positive amounts are income and negative amounts are expense in terms of the impact to net income. Tax effects are presented in conformity with ATI’s presentation in the consolidated statements of operations.
|
(d)
|
These amounts exclude the impact of any deferred tax asset valuation allowances (see Note 14 for further explanation).
|
(Shares in thousands, $ in millions)
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
|
Number of
shares/units
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Number of
shares/units
|
|
Weighted
Average Grant
Date Fair
Value
|
|
Number of
shares
|
|
Weighted
Average Grant
Date Fair
Value
|
|||||||||
Nonvested, beginning of year
|
|
1,852
|
|
|
$
|
51.5
|
|
|
1,652
|
|
|
$
|
57.0
|
|
|
1,376
|
|
|
$
|
47.8
|
|
Granted
|
|
378
|
|
|
7.1
|
|
|
682
|
|
|
8.4
|
|
|
669
|
|
|
20.8
|
|
|||
Vested
|
|
(640
|
)
|
|
(18.4
|
)
|
|
(154
|
)
|
|
(4.3
|
)
|
|
(23
|
)
|
|
(0.8
|
)
|
|||
Forfeited
|
|
(270
|
)
|
|
(7.7
|
)
|
|
(328
|
)
|
|
(9.6
|
)
|
|
(370
|
)
|
|
(10.8
|
)
|
|||
Nonvested, end of year
|
|
1,320
|
|
|
$
|
32.5
|
|
|
1,852
|
|
|
$
|
51.5
|
|
|
1,652
|
|
|
$
|
57.0
|
|
(Shares in thousands, $ in millions)
|
|
2017
|
|
2016
|
||||||||||
|
|
Number of
shares/units
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Number of
shares/units
|
|
Weighted
Average Grant
Date Fair
Value
|
||||||
Nonvested, beginning of year
|
|
919
|
|
|
$
|
11.3
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
590
|
|
|
12.4
|
|
|
937
|
|
|
11.5
|
|
||
Forfeited
|
|
(68
|
)
|
|
(1.0
|
)
|
|
(18
|
)
|
|
(0.2
|
)
|
||
Nonvested, end of year
|
|
1,441
|
|
|
$
|
22.7
|
|
|
919
|
|
|
$
|
11.3
|
|
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
U.S.
|
|
$
|
(119.8
|
)
|
|
$
|
(782.1
|
)
|
|
$
|
(534.6
|
)
|
Non-U.S.
|
|
33.3
|
|
|
48.1
|
|
|
56.6
|
|
|||
Loss before income taxes
|
|
$
|
(86.5
|
)
|
|
$
|
(734.0
|
)
|
|
$
|
(478.0
|
)
|
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(0.8
|
)
|
|
$
|
0.5
|
|
|
$
|
(60.7
|
)
|
State
|
|
(1.3
|
)
|
|
(1.5
|
)
|
|
(0.4
|
)
|
|||
Foreign
|
|
6.2
|
|
|
14.4
|
|
|
9.4
|
|
|||
Total
|
|
4.1
|
|
|
13.4
|
|
|
(51.7
|
)
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
2.4
|
|
|
(115.8
|
)
|
|
(90.9
|
)
|
|||
State
|
|
(14.4
|
)
|
|
(3.5
|
)
|
|
30.4
|
|
|||
Foreign
|
|
1.1
|
|
|
(1.0
|
)
|
|
0.1
|
|
|||
Total
|
|
(10.9
|
)
|
|
(120.3
|
)
|
|
(60.4
|
)
|
|||
Income tax benefit
|
|
$
|
(6.8
|
)
|
|
$
|
(106.9
|
)
|
|
$
|
(112.1
|
)
|
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Taxes computed at the federal rate
|
|
$
|
(30.3
|
)
|
|
$
|
(256.9
|
)
|
|
$
|
(167.3
|
)
|
Goodwill impairment
|
|
36.6
|
|
|
—
|
|
|
—
|
|
|||
State and local income taxes, net of federal tax benefit
|
|
—
|
|
|
(26.8
|
)
|
|
(20.6
|
)
|
|||
Valuation allowance
|
|
(14.5
|
)
|
|
171.5
|
|
|
74.5
|
|
|||
Repatriation of foreign earnings
|
|
14.2
|
|
|
2.1
|
|
|
13.4
|
|
|||
Change in federal tax rate and law change
|
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign earnings taxed at different rate
|
|
(7.2
|
)
|
|
(5.3
|
)
|
|
(11.2
|
)
|
|||
Adjustment to prior years’ taxes
|
|
(5.2
|
)
|
|
3.4
|
|
|
(5.4
|
)
|
|||
Foreign exchange differences
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|||
Withholding taxes
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
(1.1
|
)
|
|
5.1
|
|
|
4.5
|
|
|||
Income tax benefit
|
|
$
|
(6.8
|
)
|
|
$
|
(106.9
|
)
|
|
$
|
(112.1
|
)
|
(in millions)
|
|
2017
|
|
2016
|
||||
Deferred income tax assets
|
|
|
|
|
||||
Pensions
|
|
$
|
158.0
|
|
|
$
|
294.9
|
|
Postretirement benefits other than pensions
|
|
86.5
|
|
|
129.5
|
|
||
Net operating loss tax carryovers
|
|
336.1
|
|
|
407.8
|
|
||
Tax credits
|
|
92.6
|
|
|
56.7
|
|
||
Deferred compensation and other benefit plans
|
|
13.8
|
|
|
25.7
|
|
||
Other items
|
|
55.9
|
|
|
107.4
|
|
||
Gross deferred income tax assets
|
|
742.9
|
|
|
1,022.0
|
|
||
Valuation allowance for deferred tax assets
|
|
(274.0
|
)
|
|
(291.4
|
)
|
||
Total deferred income tax assets
|
|
468.9
|
|
|
730.6
|
|
||
Deferred income tax liabilities
|
|
|
|
|
||||
Bases of property, plant and equipment
|
|
375.3
|
|
|
547.1
|
|
||
Inventory valuation
|
|
50.0
|
|
|
77.6
|
|
||
Bases of amortizable intangible assets
|
|
38.7
|
|
|
65.6
|
|
||
Other items
|
|
7.0
|
|
|
43.9
|
|
||
Total deferred tax liabilities
|
|
471.0
|
|
|
734.2
|
|
||
Net deferred tax liability
|
|
$
|
(2.1
|
)
|
|
$
|
(3.6
|
)
|
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income taxes paid
|
|
$
|
10.4
|
|
|
$
|
8.6
|
|
|
$
|
10.8
|
|
Income tax refunds received
|
|
(7.1
|
)
|
|
(10.5
|
)
|
|
(63.3
|
)
|
|||
Income taxes paid (received), net
|
|
$
|
3.3
|
|
|
$
|
(1.9
|
)
|
|
$
|
(52.5
|
)
|
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
|
$
|
22.7
|
|
|
$
|
19.6
|
|
|
$
|
76.8
|
|
Increases in prior period tax positions
|
|
—
|
|
|
7.9
|
|
|
4.3
|
|
|||
Decreases in prior period tax positions
|
|
(0.7
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
Increases in current period tax positions
|
|
0.7
|
|
|
0.6
|
|
|
1.3
|
|
|||
Expiration of the statute of limitations
|
|
(0.4
|
)
|
|
(1.1
|
)
|
|
(0.5
|
)
|
|||
Settlements
|
|
(7.6
|
)
|
|
(4.2
|
)
|
|
(62.1
|
)
|
|||
Balance at end of year
|
|
$
|
14.7
|
|
|
$
|
22.7
|
|
|
$
|
19.6
|
|
Jurisdiction
|
|
Earliest Year Open to
Examination |
U.S. Federal
|
|
2016
|
States:
|
|
|
Pennsylvania
|
|
2014
|
Foreign:
|
|
|
China
|
|
2014
|
Poland
|
|
2011
|
United Kingdom
|
|
2015
|
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Total sales:
|
|
|
|
|
|
|
||||||
High Performance Materials & Components
|
|
$
|
2,127.0
|
|
|
$
|
1,979.5
|
|
|
$
|
2,062.7
|
|
Flat Rolled Products
|
|
1,527.5
|
|
|
1,260.8
|
|
|
1,807.9
|
|
|||
Total sales
|
|
3,654.5
|
|
|
3,240.3
|
|
|
3,870.6
|
|
|||
Intersegment sales:
|
|
|
|
|
|
|
||||||
High Performance Materials & Components
|
|
59.6
|
|
|
49.1
|
|
|
76.8
|
|
|||
Flat Rolled Products
|
|
69.8
|
|
|
56.6
|
|
|
74.2
|
|
|||
Total intersegment sales
|
|
129.4
|
|
|
105.7
|
|
|
151.0
|
|
|||
Sales to external customers:
|
|
|
|
|
|
|
||||||
High Performance Materials & Components
|
|
2,067.4
|
|
|
1,930.4
|
|
|
1,985.9
|
|
|||
Flat Rolled Products
|
|
1,457.7
|
|
|
1,204.2
|
|
|
1,733.7
|
|
|||
Total sales to external customers
|
|
$
|
3,525.1
|
|
|
$
|
3,134.6
|
|
|
$
|
3,719.6
|
|
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating profit (loss):
|
|
|
|
|
|
|
||||||
High Performance Materials & Components
|
|
$
|
246.4
|
|
|
$
|
168.7
|
|
|
$
|
157.1
|
|
Flat Rolled Products
|
|
37.0
|
|
|
(163.0
|
)
|
|
(241.9
|
)
|
|||
Total operating profit (loss)
|
|
283.4
|
|
|
5.7
|
|
|
(84.8
|
)
|
|||
LIFO and net realizable value reserves (See Note 2)
|
|
(0.2
|
)
|
|
0.8
|
|
|
0.1
|
|
|||
Corporate expenses
|
|
(50.5
|
)
|
|
(43.4
|
)
|
|
(44.7
|
)
|
|||
Closed operations and other expenses
|
|
(34.0
|
)
|
|
(34.6
|
)
|
|
(22.1
|
)
|
|||
Restructuring and other charges (See Note 16)
|
|
—
|
|
|
(538.5
|
)
|
|
(89.7
|
)
|
|||
Impairment of goodwill (See Note 4)
|
|
(114.4
|
)
|
|
—
|
|
|
(126.6
|
)
|
|||
Debt extinguishment charge (See Note 8)
|
|
(37.0
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expense, net
|
|
(133.8
|
)
|
|
(124.0
|
)
|
|
(110.2
|
)
|
|||
Loss before income taxes
|
|
$
|
(86.5
|
)
|
|
$
|
(734.0
|
)
|
|
$
|
(478.0
|
)
|
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
|
||||||
High Performance Materials & Components
|
|
$
|
109.3
|
|
|
$
|
118.4
|
|
|
$
|
131.8
|
|
Flat Rolled Products
|
|
45.6
|
|
|
48.8
|
|
|
55.6
|
|
|||
Corporate
|
|
5.9
|
|
|
3.1
|
|
|
2.5
|
|
|||
Total depreciation and amortization
|
|
$
|
160.8
|
|
|
$
|
170.3
|
|
|
$
|
189.9
|
|
Capital expenditures:
|
|
|
|
|
|
|
||||||
High Performance Materials & Components
|
|
$
|
62.7
|
|
|
$
|
89.9
|
|
|
$
|
75.8
|
|
Flat Rolled Products
|
|
59.1
|
|
|
111.8
|
|
|
68.0
|
|
|||
Corporate
|
|
0.9
|
|
|
0.5
|
|
|
0.7
|
|
|||
Total capital expenditures
|
|
$
|
122.7
|
|
|
$
|
202.2
|
|
|
$
|
144.5
|
|
Identifiable assets:
|
|
2017
|
|
2016
|
|
2015
|
||||||
High Performance Materials & Components
|
|
$
|
2,662.3
|
|
|
$
|
2,744.3
|
|
|
$
|
3,355.5
|
|
Flat Rolled Products
|
|
2,218.4
|
|
|
2,056.4
|
|
|
2,189.5
|
|
|||
Discontinued Operations
|
|
0.2
|
|
|
0.4
|
|
|
0.9
|
|
|||
Corporate:
|
|
|
|
|
|
|
||||||
Deferred Taxes
|
|
7.6
|
|
|
12.1
|
|
|
—
|
|
|||
Cash and cash equivalents and other
|
|
296.9
|
|
|
356.8
|
|
|
205.8
|
|
|||
Total assets
|
|
$
|
5,185.4
|
|
|
$
|
5,170.0
|
|
|
$
|
5,751.7
|
|
($ in millions)
|
|
2017
|
|
Percent
of total
|
|
2016
|
|
Percent
of total
|
|
2015
|
|
Percent
of total
|
|||||||||
External sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
$
|
2,070.6
|
|
|
59
|
%
|
|
$
|
1,857.5
|
|
|
59
|
%
|
|
$
|
2,142.6
|
|
|
58
|
%
|
China
|
|
265.6
|
|
|
7
|
%
|
|
214.1
|
|
|
7
|
%
|
|
246.9
|
|
|
7
|
%
|
|||
United Kingdom
|
|
231.6
|
|
|
6
|
%
|
|
183.8
|
|
|
6
|
%
|
|
198.2
|
|
|
5
|
%
|
|||
Germany
|
|
217.1
|
|
|
6
|
%
|
|
177.7
|
|
|
6
|
%
|
|
193.3
|
|
|
5
|
%
|
|||
France
|
|
165.6
|
|
|
5
|
%
|
|
142.6
|
|
|
4
|
%
|
|
153.3
|
|
|
4
|
%
|
|||
Japan
|
|
131.7
|
|
|
4
|
%
|
|
151.9
|
|
|
5
|
%
|
|
202.3
|
|
|
5
|
%
|
|||
Canada
|
|
99.8
|
|
|
3
|
%
|
|
97.6
|
|
|
3
|
%
|
|
154.5
|
|
|
4
|
%
|
|||
Mexico
|
|
96.1
|
|
|
3
|
%
|
|
89.7
|
|
|
3
|
%
|
|
78.4
|
|
|
2
|
%
|
|||
Other
|
|
247.0
|
|
|
7
|
%
|
|
219.7
|
|
|
7
|
%
|
|
350.1
|
|
|
10
|
%
|
|||
Total External Sales
|
|
$
|
3,525.1
|
|
|
100
|
%
|
|
$
|
3,134.6
|
|
|
100
|
%
|
|
$
|
3,719.6
|
|
|
100
|
%
|
($ in millions)
|
|
2017
|
|
Percent
of total
|
|
2016
|
|
Percent
of total
|
|
2015
|
|
Percent
of total
|
|||||||||
Total assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
$
|
4,547.7
|
|
|
88
|
%
|
|
$
|
4,591.5
|
|
|
89
|
%
|
|
$
|
5,073.1
|
|
|
88
|
%
|
China
|
|
276.0
|
|
|
5
|
%
|
|
249.3
|
|
|
5
|
%
|
|
260.0
|
|
|
5
|
%
|
|||
United Kingdom
|
|
122.7
|
|
|
2
|
%
|
|
122.8
|
|
|
2
|
%
|
|
154.3
|
|
|
3
|
%
|
|||
Other
|
|
239.0
|
|
|
5
|
%
|
|
206.4
|
|
|
4
|
%
|
|
264.3
|
|
|
4
|
%
|
|||
Total Assets
|
|
$
|
5,185.4
|
|
|
100
|
%
|
|
$
|
5,170.0
|
|
|
100
|
%
|
|
$
|
5,751.7
|
|
|
100
|
%
|
•
|
In December 2015, the Company announced the following rightsizing actions to better align its Flat Rolled Products operations to the challenging market conditions for its commodity products:
|
•
|
Idling the commodity stainless melt and sheet finishing operations at the Midland, PA facility, which was completed in January 2016. A
$24.2 million
impairment charge was recognized to reduce the carrying value of the Midland facility to estimated fair value.
|
•
|
Idling GOES operations in Western PA, including the Bagdad, PA finishing facility, which was completed in April 2016. A
$30.3 million
impairment charge was recognized to reduce the carrying value of GOES operations assets to estimated fair value.
|
•
|
As announced in October 2015, in the fourth quarter 2015 the Company implemented a salaried workforce reduction of approximately
100
employees, in response to business conditions, in both the HPMC segment and at ATI’s headquarters. Severance charges of
$6.3 million
were recorded in the fourth quarter for this action.
|
|
|
Severance and Employee Benefit Costs
|
|
Closure Costs
|
|
Total Restructuring Reserves
|
||||||
Balance at December 31, 2015
|
|
$
|
4.5
|
|
|
$
|
3.6
|
|
|
$
|
8.1
|
|
Additions
|
|
20.8
|
|
|
28.0
|
|
|
48.8
|
|
|||
Payments
|
|
(11.4
|
)
|
|
(12.4
|
)
|
|
(23.8
|
)
|
|||
Balance at December 31, 2016
|
|
13.9
|
|
|
19.2
|
|
|
33.1
|
|
|||
Reversals
|
|
(1.6
|
)
|
|
(1.1
|
)
|
|
$
|
(2.7
|
)
|
||
Payments
|
|
(11.5
|
)
|
|
(17.3
|
)
|
|
$
|
(28.8
|
)
|
||
Balance at December 31, 2017
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
$
|
1.6
|
|
For the Years Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Numerator for basic net loss per common share -
|
|
|
|
|
|
|
||||||
Net loss attributable to ATI
|
|
$
|
(91.9
|
)
|
|
$
|
(640.9
|
)
|
|
$
|
(377.9
|
)
|
Redeemable noncontrolling interest (Note 17)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
4.75% Convertible Senior Notes due 2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Numerator for diluted net loss per common share -
|
|
|
|
|
|
|
||||||
Net loss attributable to ATI after assumed conversions
|
|
$
|
(91.9
|
)
|
|
$
|
(640.9
|
)
|
|
$
|
(378.2
|
)
|
Denominator:
|
|
|
|
|
|
|
||||||
Denominator for basic net loss per common share—weighted average shares
|
|
110.1
|
|
|
107.3
|
|
|
107.3
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
4.75% Convertible Senior Notes due 2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Denominator for diluted net loss per common share—adjusted weighted average shares and assumed conversions
|
|
110.1
|
|
|
107.3
|
|
|
107.3
|
|
|||
Basic net loss attributable to ATI per common share
|
|
$
|
(0.83
|
)
|
|
$
|
(5.97
|
)
|
|
$
|
(3.53
|
)
|
Diluted net loss attributable to ATI per common share
|
|
$
|
(0.83
|
)
|
|
$
|
(5.97
|
)
|
|
$
|
(3.53
|
)
|
(In millions)
|
|
Guarantor
Parent
|
|
Subsidiary
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
2.1
|
|
|
$
|
13.5
|
|
|
$
|
126.0
|
|
|
$
|
—
|
|
|
$
|
141.6
|
|
Accounts receivable, net
|
|
0.2
|
|
|
141.6
|
|
|
403.5
|
|
|
—
|
|
|
545.3
|
|
|||||
Intercompany notes receivable
|
|
—
|
|
|
—
|
|
|
3,505.6
|
|
|
(3,505.6
|
)
|
|
—
|
|
|||||
Inventories, net
|
|
—
|
|
|
207.9
|
|
|
968.2
|
|
|
—
|
|
|
1,176.1
|
|
|||||
Prepaid expenses and other current assets
|
|
6.6
|
|
|
4.5
|
|
|
41.6
|
|
|
—
|
|
|
52.7
|
|
|||||
Total current assets
|
|
8.9
|
|
|
367.5
|
|
|
5,044.9
|
|
|
(3,505.6
|
)
|
|
1,915.7
|
|
|||||
Property, plant and equipment, net
|
|
0.9
|
|
|
1,581.6
|
|
|
913.2
|
|
|
—
|
|
|
2,495.7
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
531.4
|
|
|
—
|
|
|
531.4
|
|
|||||
Intercompany notes receivable
|
|
—
|
|
|
—
|
|
|
200.0
|
|
|
(200.0
|
)
|
|
—
|
|
|||||
Investments in subsidiaries
|
|
5,645.6
|
|
|
37.7
|
|
|
—
|
|
|
(5,683.3
|
)
|
|
—
|
|
|||||
Other assets
|
|
25.4
|
|
|
18.0
|
|
|
199.2
|
|
|
—
|
|
|
242.6
|
|
|||||
Total assets
|
|
$
|
5,680.8
|
|
|
$
|
2,004.8
|
|
|
$
|
6,888.7
|
|
|
$
|
(9,388.9
|
)
|
|
$
|
5,185.4
|
|
Liabilities and stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
3.0
|
|
|
$
|
180.3
|
|
|
$
|
236.8
|
|
|
$
|
—
|
|
|
$
|
420.1
|
|
Accrued liabilities
|
|
54.1
|
|
|
88.5
|
|
|
139.8
|
|
|
—
|
|
|
282.4
|
|
|||||
Intercompany notes payable
|
|
1,836.5
|
|
|
1,669.1
|
|
|
—
|
|
|
(3,505.6
|
)
|
|
—
|
|
|||||
Short-term debt and current portion of long-term debt
|
|
0.3
|
|
|
0.6
|
|
|
9.2
|
|
|
—
|
|
|
10.1
|
|
|||||
Total current liabilities
|
|
1,893.9
|
|
|
1,938.5
|
|
|
385.8
|
|
|
(3,505.6
|
)
|
|
712.6
|
|
|||||
Long-term debt
|
|
1,275.7
|
|
|
150.7
|
|
|
104.2
|
|
|
—
|
|
|
1,530.6
|
|
|||||
Intercompany notes payable
|
|
—
|
|
|
200.0
|
|
|
—
|
|
|
(200.0
|
)
|
|
—
|
|
|||||
Accrued postretirement benefits
|
|
—
|
|
|
250.2
|
|
|
67.6
|
|
|
—
|
|
|
317.8
|
|
|||||
Pension liabilities
|
|
644.3
|
|
|
4.4
|
|
|
48.3
|
|
|
—
|
|
|
697.0
|
|
|||||
Deferred income taxes
|
|
9.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.7
|
|
|||||
Other long-term liabilities
|
|
12.7
|
|
|
17.2
|
|
|
43.3
|
|
|
—
|
|
|
73.2
|
|
|||||
Total liabilities
|
|
3,836.3
|
|
|
2,561.0
|
|
|
649.2
|
|
|
(3,705.6
|
)
|
|
3,340.9
|
|
|||||
Total stockholders’ equity (deficit)
|
|
1,844.5
|
|
|
(556.2
|
)
|
|
6,239.5
|
|
|
(5,683.3
|
)
|
|
1,844.5
|
|
|||||
Total liabilities and stockholders’ equity
|
|
$
|
5,680.8
|
|
|
$
|
2,004.8
|
|
|
$
|
6,888.7
|
|
|
$
|
(9,388.9
|
)
|
|
$
|
5,185.4
|
|
(In millions)
|
|
Guarantor
Parent
|
|
Subsidiary
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
|
$
|
—
|
|
|
$
|
1,178.9
|
|
|
$
|
2,346.2
|
|
|
$
|
—
|
|
|
$
|
3,525.1
|
|
Cost of sales
|
|
42.4
|
|
|
1,103.5
|
|
|
1,930.2
|
|
|
—
|
|
|
3,076.1
|
|
|||||
Gross profit (loss)
|
|
(42.4
|
)
|
|
75.4
|
|
|
416.0
|
|
|
—
|
|
|
449.0
|
|
|||||
Selling and administrative expenses
|
|
91.0
|
|
|
37.6
|
|
|
125.7
|
|
|
—
|
|
|
254.3
|
|
|||||
Impairment of goodwill
|
|
—
|
|
|
—
|
|
|
114.4
|
|
|
—
|
|
|
114.4
|
|
|||||
Operating income (loss)
|
|
(133.4
|
)
|
|
37.8
|
|
|
175.9
|
|
|
—
|
|
|
80.3
|
|
|||||
Interest income (expense), net
|
|
(155.8
|
)
|
|
(90.0
|
)
|
|
112.0
|
|
|
—
|
|
|
(133.8
|
)
|
|||||
Debt extinguishment charge
|
|
(37.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.0
|
)
|
|||||
Other income (expense) including equity in income of unconsolidated subsidiaries
|
|
239.7
|
|
|
1.6
|
|
|
2.4
|
|
|
(239.7
|
)
|
|
4.0
|
|
|||||
Income (loss) before income taxes
|
|
(86.5
|
)
|
|
(50.6
|
)
|
|
290.3
|
|
|
(239.7
|
)
|
|
(86.5
|
)
|
|||||
Income tax provision (benefit)
|
|
(6.8
|
)
|
|
(16.6
|
)
|
|
131.4
|
|
|
(114.8
|
)
|
|
(6.8
|
)
|
|||||
Net income (loss)
|
|
(79.7
|
)
|
|
(34.0
|
)
|
|
158.9
|
|
|
(124.9
|
)
|
|
(79.7
|
)
|
|||||
Less: Net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
12.2
|
|
|
—
|
|
|
12.2
|
|
|||||
Net income (loss) attributable to ATI
|
|
$
|
(79.7
|
)
|
|
$
|
(34.0
|
)
|
|
$
|
146.7
|
|
|
$
|
(124.9
|
)
|
|
$
|
(91.9
|
)
|
(In millions)
|
|
Guarantor
Parent
|
|
Subsidiary
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income (loss)
|
|
$
|
(79.7
|
)
|
|
$
|
(34.0
|
)
|
|
$
|
158.9
|
|
|
$
|
(124.9
|
)
|
|
$
|
(79.7
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Currency translation adjustment arising during the period
|
|
39.1
|
|
|
—
|
|
|
39.1
|
|
|
(39.1
|
)
|
|
39.1
|
|
|||||
Net derivative gain on hedge transactions
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
|||||
Pension and postretirement benefits
|
|
27.3
|
|
|
(5.8
|
)
|
|
(10.7
|
)
|
|
16.5
|
|
|
27.3
|
|
|||||
Other comprehensive income (loss), net of tax
|
|
73.5
|
|
|
(5.8
|
)
|
|
28.4
|
|
|
(22.6
|
)
|
|
73.5
|
|
|||||
Comprehensive income (loss)
|
|
(6.2
|
)
|
|
(39.8
|
)
|
|
187.3
|
|
|
(147.5
|
)
|
|
(6.2
|
)
|
|||||
Less: Comprehensive income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
19.8
|
|
|
—
|
|
|
19.8
|
|
|||||
Comprehensive income (loss) attributable to ATI
|
|
$
|
(6.2
|
)
|
|
$
|
(39.8
|
)
|
|
$
|
167.5
|
|
|
$
|
(147.5
|
)
|
|
$
|
(26.0
|
)
|
(In millions)
|
|
Guarantor
Parent
|
|
Subsidiary
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows provided by (used in) operating activities
|
|
$
|
(78.8
|
)
|
|
$
|
(101.5
|
)
|
|
$
|
214.7
|
|
|
$
|
(12.0
|
)
|
|
$
|
22.4
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
|
(0.9
|
)
|
|
(38.5
|
)
|
|
(83.3
|
)
|
|
—
|
|
|
(122.7
|
)
|
|||||
Net receipts (payments) on intercompany activity
|
|
—
|
|
|
—
|
|
|
(223.9
|
)
|
|
223.9
|
|
|
—
|
|
|||||
Asset disposals and other
|
|
—
|
|
|
0.1
|
|
|
3.0
|
|
|
—
|
|
|
3.1
|
|
|||||
Cash flows provided by (used in) investing activities
|
|
(0.9
|
)
|
|
(38.4
|
)
|
|
(304.2
|
)
|
|
223.9
|
|
|
(119.6
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings on long-term debt
|
|
—
|
|
|
—
|
|
|
8.5
|
|
|
—
|
|
|
8.5
|
|
|||||
Payments on long-term debt and capital leases
|
|
(350.4
|
)
|
|
(0.3
|
)
|
|
(2.3
|
)
|
|
—
|
|
|
(353.0
|
)
|
|||||
Net borrowings under credit facilities
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|||||
Debt issuance costs
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||||
Debt extinguishment charge
|
|
(35.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35.8
|
)
|
|||||
Net receipts (payments) on intercompany activity
|
|
72.7
|
|
|
151.2
|
|
|
—
|
|
|
(223.9
|
)
|
|
—
|
|
|||||
Issuance of common stock
|
|
397.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
397.8
|
|
|||||
Dividends paid to stockholders
|
|
—
|
|
|
—
|
|
|
(12.0
|
)
|
|
12.0
|
|
|
—
|
|
|||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|
(8.0
|
)
|
|||||
Sale to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|||||
Shares repurchased for income tax withholding on share-based compensation and other
|
|
(4.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
|||||
Cash flows provided by (used in) financing activities
|
|
79.5
|
|
|
150.9
|
|
|
(9.3
|
)
|
|
(211.9
|
)
|
|
9.2
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
|
$
|
(0.2
|
)
|
|
$
|
11.0
|
|
|
$
|
(98.8
|
)
|
|
$
|
—
|
|
|
$
|
(88.0
|
)
|
(In millions)
|
|
Guarantor
Parent
|
|
Subsidiary
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
2.3
|
|
|
$
|
2.5
|
|
|
$
|
224.8
|
|
|
$
|
—
|
|
|
$
|
229.6
|
|
Accounts receivable, net
|
|
0.1
|
|
|
107.8
|
|
|
344.2
|
|
|
—
|
|
|
452.1
|
|
|||||
Intercompany notes receivable
|
|
—
|
|
|
—
|
|
|
2,892.9
|
|
|
(2,892.9
|
)
|
|
—
|
|
|||||
Inventories, net
|
|
—
|
|
|
106.7
|
|
|
930.3
|
|
|
—
|
|
|
1,037.0
|
|
|||||
Prepaid expenses and other current assets
|
|
6.6
|
|
|
5.2
|
|
|
36.0
|
|
|
—
|
|
|
47.8
|
|
|||||
Total current assets
|
|
9.0
|
|
|
222.2
|
|
|
4,428.2
|
|
|
(2,892.9
|
)
|
|
1,766.5
|
|
|||||
Property, plant and equipment, net
|
|
1.3
|
|
|
1,583.6
|
|
|
914.0
|
|
|
—
|
|
|
2,498.9
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
641.9
|
|
|
—
|
|
|
641.9
|
|
|||||
Intercompany notes receivable
|
|
—
|
|
|
—
|
|
|
200.0
|
|
|
(200.0
|
)
|
|
—
|
|
|||||
Investments in subsidiaries
|
|
5,241.2
|
|
|
37.7
|
|
|
—
|
|
|
(5,278.9
|
)
|
|
—
|
|
|||||
Other assets
|
|
23.0
|
|
|
25.5
|
|
|
214.2
|
|
|
—
|
|
|
262.7
|
|
|||||
Total assets
|
|
$
|
5,274.5
|
|
|
$
|
1,869.0
|
|
|
$
|
6,398.3
|
|
|
$
|
(8,371.8
|
)
|
|
$
|
5,170.0
|
|
Liabilities and stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
3.1
|
|
|
$
|
97.4
|
|
|
$
|
193.8
|
|
|
$
|
—
|
|
|
$
|
294.3
|
|
Accrued liabilities
|
|
54.6
|
|
|
83.3
|
|
|
171.4
|
|
|
—
|
|
|
309.3
|
|
|||||
Intercompany notes payable
|
|
1,341.1
|
|
|
1,551.8
|
|
|
—
|
|
|
(2,892.9
|
)
|
|
—
|
|
|||||
Short-term debt and current portion of long-term debt
|
|
0.4
|
|
|
0.3
|
|
|
104.4
|
|
|
—
|
|
|
105.1
|
|
|||||
Total current liabilities
|
|
1,399.2
|
|
|
1,732.8
|
|
|
469.6
|
|
|
(2,892.9
|
)
|
|
708.7
|
|
|||||
Long-term debt
|
|
1,621.7
|
|
|
150.0
|
|
|
0.2
|
|
|
—
|
|
|
1,771.9
|
|
|||||
Intercompany notes payable
|
|
—
|
|
|
200.0
|
|
|
—
|
|
|
(200.0
|
)
|
|
—
|
|
|||||
Accrued postretirement benefits
|
|
—
|
|
|
244.0
|
|
|
73.7
|
|
|
—
|
|
|
317.7
|
|
|||||
Pension liabilities
|
|
778.5
|
|
|
5.2
|
|
|
44.2
|
|
|
—
|
|
|
827.9
|
|
|||||
Deferred income taxes
|
|
15.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.6
|
|
|||||
Other long-term liabilities
|
|
14.7
|
|
|
18.1
|
|
|
50.6
|
|
|
—
|
|
|
83.4
|
|
|||||
Total liabilities
|
|
3,829.7
|
|
|
2,350.1
|
|
|
638.3
|
|
|
(3,092.9
|
)
|
|
3,725.2
|
|
|||||
Total stockholders’ equity (deficit)
|
|
1,444.8
|
|
|
(481.1
|
)
|
|
5,760.0
|
|
|
(5,278.9
|
)
|
|
1,444.8
|
|
|||||
Total liabilities and stockholders’ equity
|
|
$
|
5,274.5
|
|
|
$
|
1,869.0
|
|
|
$
|
6,398.3
|
|
|
$
|
(8,371.8
|
)
|
|
$
|
5,170.0
|
|
(In millions)
|
|
Guarantor
Parent
|
|
Subsidiary
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
|
$
|
—
|
|
|
$
|
983.6
|
|
|
$
|
2,151.0
|
|
|
$
|
—
|
|
|
$
|
3,134.6
|
|
Cost of sales
|
|
53.4
|
|
|
1,102.0
|
|
|
1,816.7
|
|
|
—
|
|
|
2,972.1
|
|
|||||
Gross profit (loss)
|
|
(53.4
|
)
|
|
(118.4
|
)
|
|
334.3
|
|
|
—
|
|
|
162.5
|
|
|||||
Selling and administrative expenses
|
|
89.9
|
|
|
32.3
|
|
|
125.5
|
|
|
—
|
|
|
247.7
|
|
|||||
Restructuring charges
|
|
—
|
|
|
25.1
|
|
|
502.1
|
|
|
—
|
|
|
527.2
|
|
|||||
Operating loss
|
|
(143.3
|
)
|
|
(175.8
|
)
|
|
(293.3
|
)
|
|
—
|
|
|
(612.4
|
)
|
|||||
Interest income (expense), net
|
|
(138.3
|
)
|
|
(70.7
|
)
|
|
85.0
|
|
|
—
|
|
|
(124.0
|
)
|
|||||
Other income (expense) including equity in income of unconsolidated subsidiaries
|
|
(452.4
|
)
|
|
1.0
|
|
|
1.4
|
|
|
452.4
|
|
|
2.4
|
|
|||||
Income (loss) before income taxes
|
|
(734.0
|
)
|
|
(245.5
|
)
|
|
(206.9
|
)
|
|
452.4
|
|
|
(734.0
|
)
|
|||||
Income tax provision (benefit)
|
|
(106.9
|
)
|
|
(85.5
|
)
|
|
(66.7
|
)
|
|
152.2
|
|
|
(106.9
|
)
|
|||||
Net income (loss)
|
|
(627.1
|
)
|
|
(160.0
|
)
|
|
(140.2
|
)
|
|
300.2
|
|
|
(627.1
|
)
|
|||||
Less: Net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
13.8
|
|
|
—
|
|
|
13.8
|
|
|||||
Net income (loss) attributable to ATI
|
|
$
|
(627.1
|
)
|
|
$
|
(160.0
|
)
|
|
$
|
(154.0
|
)
|
|
$
|
300.2
|
|
|
$
|
(640.9
|
)
|
(In millions)
|
|
Guarantor
Parent
|
|
Subsidiary
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income (loss)
|
|
$
|
(627.1
|
)
|
|
$
|
(160.0
|
)
|
|
$
|
(140.2
|
)
|
|
$
|
300.2
|
|
|
$
|
(627.1
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Currency translation adjustment arising during the period
|
|
(47.1
|
)
|
|
—
|
|
|
(47.1
|
)
|
|
47.1
|
|
|
(47.1
|
)
|
|||||
Net derivative gain on hedge transactions
|
|
19.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19.6
|
|
|||||
Pension and postretirement benefits
|
|
(61.4
|
)
|
|
17.2
|
|
|
1.8
|
|
|
(19.0
|
)
|
|
(61.4
|
)
|
|||||
Other comprehensive income (loss), net of tax
|
|
(88.9
|
)
|
|
17.2
|
|
|
(45.3
|
)
|
|
28.1
|
|
|
(88.9
|
)
|
|||||
Comprehensive income (loss)
|
|
(716.0
|
)
|
|
(142.8
|
)
|
|
(185.5
|
)
|
|
328.3
|
|
|
(716.0
|
)
|
|||||
Less: Comprehensive income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
4.1
|
|
|||||
Comprehensive income (loss) attributable to ATI
|
|
$
|
(716.0
|
)
|
|
$
|
(142.8
|
)
|
|
$
|
(189.6
|
)
|
|
$
|
328.3
|
|
|
$
|
(720.1
|
)
|
(In millions)
|
|
Guarantor
Parent
|
|
Subsidiary
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows provided by (used in) operating activities
|
|
$
|
(78.5
|
)
|
|
$
|
(232.3
|
)
|
|
$
|
291.1
|
|
|
$
|
(24.0
|
)
|
|
$
|
(43.7
|
)
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
|
(0.5
|
)
|
|
(98.7
|
)
|
|
(103.0
|
)
|
|
—
|
|
|
(202.2
|
)
|
|||||
Net receipts (payments) on intercompany activity
|
|
—
|
|
|
—
|
|
|
(160.0
|
)
|
|
160.0
|
|
|
—
|
|
|||||
Asset disposals and other
|
|
—
|
|
|
0.2
|
|
|
2.0
|
|
|
—
|
|
|
2.2
|
|
|||||
Cash flows provided by (used in) investing activities
|
|
(0.5
|
)
|
|
(98.5
|
)
|
|
(261.0
|
)
|
|
160.0
|
|
|
(200.0
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings on long-term debt
|
|
287.5
|
|
|
—
|
|
|
100.0
|
|
|
—
|
|
|
387.5
|
|
|||||
Payments on long-term debt and capital leases
|
|
(0.7
|
)
|
|
(0.2
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
(2.7
|
)
|
|||||
Net borrowings under credit facilities
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
3.1
|
|
|||||
Debt issuance costs
|
|
(9.4
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(10.4
|
)
|
|||||
Net receipts (payments) on intercompany acivity
|
|
(170.7
|
)
|
|
330.7
|
|
|
—
|
|
|
(160.0
|
)
|
|
—
|
|
|||||
Dividends paid to stockholders
|
|
(25.8
|
)
|
|
—
|
|
|
(24.0
|
)
|
|
24.0
|
|
|
(25.8
|
)
|
|||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(16.0
|
)
|
|
—
|
|
|
(16.0
|
)
|
|||||
Acquisition of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(12.2
|
)
|
|
—
|
|
|
(12.2
|
)
|
|||||
Cash flows provided by (used in) financing activities
|
|
80.9
|
|
|
330.5
|
|
|
48.1
|
|
|
(136.0
|
)
|
|
323.5
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
|
$
|
1.9
|
|
|
$
|
(0.3
|
)
|
|
$
|
78.2
|
|
|
$
|
—
|
|
|
$
|
79.8
|
|
(In millions)
|
|
Guarantor
Parent
|
|
Subsidiary
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales
|
|
$
|
—
|
|
|
$
|
1,453.2
|
|
|
$
|
2,266.4
|
|
|
$
|
—
|
|
|
$
|
3,719.6
|
|
Cost of sales
|
|
27.3
|
|
|
1,643.2
|
|
|
1,988.8
|
|
|
—
|
|
|
3,659.3
|
|
|||||
Gross profit (loss)
|
|
(27.3
|
)
|
|
(190.0
|
)
|
|
277.6
|
|
|
—
|
|
|
60.3
|
|
|||||
Selling and administrative expenses
|
|
88.2
|
|
|
29.4
|
|
|
121.2
|
|
|
—
|
|
|
238.8
|
|
|||||
Impairment of goodwill
|
|
—
|
|
|
126.6
|
|
|
—
|
|
|
—
|
|
|
126.6
|
|
|||||
Restructuring charges
|
|
1.6
|
|
|
58.0
|
|
|
4.7
|
|
|
—
|
|
|
64.3
|
|
|||||
Operating income (loss)
|
|
(117.1
|
)
|
|
(404.0
|
)
|
|
151.7
|
|
|
—
|
|
|
(369.4
|
)
|
|||||
Interest income (expense), net
|
|
(117.3
|
)
|
|
(50.9
|
)
|
|
58.0
|
|
|
—
|
|
|
(110.2
|
)
|
|||||
Other income (expense) including equity in income of unconsolidated subsidiaries
|
|
(243.6
|
)
|
|
1.1
|
|
|
0.8
|
|
|
243.3
|
|
|
1.6
|
|
|||||
Income (loss) before income taxes
|
|
(478.0
|
)
|
|
(453.8
|
)
|
|
210.5
|
|
|
243.3
|
|
|
(478.0
|
)
|
|||||
Income tax provision (benefit)
|
|
(112.1
|
)
|
|
(165.7
|
)
|
|
51.6
|
|
|
114.1
|
|
|
(112.1
|
)
|
|||||
Net income (loss)
|
|
(365.9
|
)
|
|
(288.1
|
)
|
|
158.9
|
|
|
129.2
|
|
|
(365.9
|
)
|
|||||
Less: Net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
12.0
|
|
|
—
|
|
|
12.0
|
|
|||||
Net income (loss) attributable to ATI
|
|
$
|
(365.9
|
)
|
|
$
|
(288.1
|
)
|
|
$
|
146.9
|
|
|
$
|
129.2
|
|
|
$
|
(377.9
|
)
|
(In millions)
|
|
Guarantor
Parent
|
|
Subsidiary
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income (loss)
|
|
$
|
(365.9
|
)
|
|
$
|
(288.1
|
)
|
|
$
|
158.9
|
|
|
$
|
129.2
|
|
|
$
|
(365.9
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Currency translation adjustment arising during the period
|
|
(37.0
|
)
|
|
—
|
|
|
(37.0
|
)
|
|
37.0
|
|
|
(37.0
|
)
|
|||||
Net derivative loss on hedge transactions
|
|
(32.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32.0
|
)
|
|||||
Pension and postretirement benefits
|
|
(19.7
|
)
|
|
29.8
|
|
|
3.1
|
|
|
(32.9
|
)
|
|
(19.7
|
)
|
|||||
Other comprehensive income (loss), net of tax
|
|
(88.7
|
)
|
|
29.8
|
|
|
(33.9
|
)
|
|
4.1
|
|
|
(88.7
|
)
|
|||||
Comprehensive income (loss)
|
|
(454.6
|
)
|
|
(258.3
|
)
|
|
125.0
|
|
|
133.3
|
|
|
(454.6
|
)
|
|||||
Less: Comprehensive income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
6.4
|
|
|
—
|
|
|
6.4
|
|
|||||
Comprehensive income (loss) attributable to ATI
|
|
$
|
(454.6
|
)
|
|
$
|
(258.3
|
)
|
|
$
|
118.6
|
|
|
$
|
133.3
|
|
|
$
|
(461.0
|
)
|
(In millions)
|
|
Guarantor
Parent
|
|
Subsidiary
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows provided by (used in) operating activities
|
|
$
|
(70.0
|
)
|
|
$
|
(134.8
|
)
|
|
$
|
360.2
|
|
|
$
|
(24.0
|
)
|
|
$
|
131.4
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
|
(0.6
|
)
|
|
(66.9
|
)
|
|
(77.0
|
)
|
|
—
|
|
|
(144.5
|
)
|
|||||
Net receipts (payments) on intercompany activity
|
|
—
|
|
|
—
|
|
|
(327.9
|
)
|
|
327.9
|
|
|
—
|
|
|||||
Purchases of businesses, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||||
Asset disposals and other
|
|
—
|
|
|
0.2
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Cash flows provided by (used in) investing activities
|
|
(0.6
|
)
|
|
(66.7
|
)
|
|
(405.7
|
)
|
|
327.9
|
|
|
(145.1
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments on long-terms debt and capital leases
|
|
(0.6
|
)
|
|
(0.1
|
)
|
|
(22.9
|
)
|
|
—
|
|
|
(23.6
|
)
|
|||||
Net receipts (payments) on intercompany activity
|
|
137.3
|
|
|
190.6
|
|
|
—
|
|
|
(327.9
|
)
|
|
—
|
|
|||||
Dividends paid to stockholders
|
|
(66.5
|
)
|
|
—
|
|
|
(24.0
|
)
|
|
24.0
|
|
|
(66.5
|
)
|
|||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(16.0
|
)
|
|
—
|
|
|
(16.0
|
)
|
|||||
Other
|
|
(1.4
|
)
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
0.1
|
|
|||||
Cash flows provided by (used in) financing activities
|
|
68.8
|
|
|
190.5
|
|
|
(61.4
|
)
|
|
(303.9
|
)
|
|
(106.0
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
|
$
|
(1.8
|
)
|
|
$
|
(11.0
|
)
|
|
$
|
(106.9
|
)
|
|
$
|
—
|
|
|
$
|
(119.7
|
)
|
|
|
Quarter Ended
|
||||||||||||||
(In millions, except per share amounts)
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2017 -
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$
|
865.9
|
|
|
$
|
880.2
|
|
|
$
|
869.1
|
|
|
$
|
909.9
|
|
Gross Profit
|
|
112.8
|
|
|
112.3
|
|
|
93.3
|
|
|
130.6
|
|
||||
Net income (loss)
|
|
21.1
|
|
|
13.4
|
|
|
(119.4
|
)
|
|
5.2
|
|
||||
Net income (loss) attributable to ATI
|
|
17.5
|
|
|
10.1
|
|
|
(121.2
|
)
|
|
1.7
|
|
||||
Basic income (loss) attributable to ATI per common share
|
|
$
|
0.16
|
|
|
$
|
0.09
|
|
|
$
|
(1.12
|
)
|
|
$
|
0.01
|
|
Diluted income (loss) attributable to ATI per common share
|
|
$
|
0.16
|
|
|
$
|
0.09
|
|
|
$
|
(1.12
|
)
|
|
$
|
0.01
|
|
Average shares outstanding
|
|
108.8
|
|
|
108.9
|
|
|
108.9
|
|
|
118.6
|
|
||||
2016 -
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$
|
757.5
|
|
|
$
|
810.5
|
|
|
$
|
770.5
|
|
|
$
|
796.1
|
|
Gross Profit (loss)
|
|
(33.2
|
)
|
|
48.2
|
|
|
50.2
|
|
|
97.3
|
|
||||
Net income (loss)
|
|
(98.1
|
)
|
|
(15.5
|
)
|
|
(527.2
|
)
|
|
13.7
|
|
||||
Net income (loss) attributable to ATI
|
|
(101.2
|
)
|
|
(18.8
|
)
|
|
(530.8
|
)
|
|
9.9
|
|
||||
Basic income (loss) attributable to ATI per common share
|
|
$
|
(0.94
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(4.95
|
)
|
|
$
|
0.09
|
|
Diluted income (loss) attributable to ATI per common share
|
|
$
|
(0.94
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(4.95
|
)
|
|
$
|
0.09
|
|
Average shares outstanding
|
|
109.0
|
|
|
108.9
|
|
|
108.9
|
|
|
108.9
|
|
(1)
|
Includes stock-settled equity awards previously granted under the Allegheny Technologies Incorporate 2015 Incentive Plan (the “2015 Incentive Plan”) and the Allegheny Technologies Incorporate 2017 Incentive Plan (the “2017 Incentive Plan”). Amounts reflected for such performance-based awards represent the maximum number of shares to be awarded at the conclusion of the applicable performance cycle.
|
(2)
|
Outstanding stock-settled awards are not included in this calculation.
|
(3)
|
Represents shares available for issuance under the 2017 Incentive Plan (which provides for the issuance of stock options, stock appreciation rights, restricted shares, restricted stock units, performance and other stock-based awards). See Note 13. Stockholders’ Equity for a discussion of the Company’s stock-based compensation plans.
|
Exhibit
No.
|
|
Description
|
|
|
|
3.1
|
|
Certificate of Incorporation of Allegheny Technologies Incorporated, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-12001)).
|
3.2
|
|
Third Amended and Restated Bylaws of Allegheny Technologies Incorporated (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated August 10, 2016 (File No. 1-12001)).
|
4.1
|
|
Indenture dated as of December 15, 1995 between Allegheny Ludlum Corporation and The Chase Manhattan Bank (National Association), as trustee, relating to Allegheny Ludlum Corporation’s 6.95% Debentures due 2025 (incorporated by reference to Exhibit 4(a) to Allegheny Ludlum Corporation’s Report on Form 10-K for the year ended December 31, 1995 (File No. 1-9498)), and First Supplemental Indenture by and among Allegheny Technologies Incorporated, Allegheny Ludlum Corporation and The Chase Manhattan Bank (National Association), as Trustee, dated as of August 15, 1996 (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated August 15, 1996 (File No. 1-12001)).
|
4.2
|
|
Supplemental Indenture, dated as of December 22, 2011, among Allegheny Ludlum Corporation, ALC Merger, LLC, and The Bank of New York Mellon (as successor to The Chase Manhattan Bank (National Association)), as Trustee (incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 1-12001)).
|
4.3
|
|
Indenture, dated June 1, 2009, between Allegheny Technologies Incorporated and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated June 3, 2009 (File No. 1-12001)).
|
4.4
|
|
Third Supplemental Indenture, dated January 7, 2011, between Allegheny Technologies Incorporated and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated January 7, 2011 (File No. 1-12001)).
|
4.5
|
|
Form of 5.950% Senior Note due 2021 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated January 7, 2011 (File No. 1-12001)).
|
4.6
|
|
Fourth Supplemental Indenture, dated July 12, 2013, between Allegheny Technologies Incorporated and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated July 12, 2013 (File No. 1-12001)).
|
4.7
|
|
Form of 5.875% Senior Note due 2023 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated July 12, 2013 (File No. 1-12001)).
|
4.8
|
|
Fifth Supplemental Indenture, dated May 24, 2016, between Allegheny Technologies Incorporated and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated May 24, 2016 (File No. 1-12001)).
|
4.9
|
|
Form of 4.75% Convertible Senior Note due 2022 (incorporated by reference to Exhibit A to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated May 24, 2016 (File No. 1-12004)).
|
10.1
|
|
Allegheny Technologies Incorporated Fee Continuation Plan for Non-Employee Directors, as amended (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 1-12001)).*
|
10.2
|
|
Supplemental Pension Plan for Certain Key Employees of Allegheny Technologies Incorporated and its subsidiaries (formerly known as the Allegheny Ludlum Corporation Key Man Salary Continuation Plan) (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-12001)).*
|
10.3
|
|
Allegheny Technologies Incorporated Benefit Restoration Plan, as amended (incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-12001)).*
|
10.4
|
|
Amendment to the Allegheny Technologies Incorporated Pension Plan effective January 1, 2003 (incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-12001)).*
|
10.5
|
|
Administrative Rules for the Non-Employee Director Restricted Stock Program, effective as of May 2, 2007, as amended through May 7, 2010 (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (File No. 1-12001)).*
|
10.6
|
|
Allegheny Technologies Incorporated 2007 Incentive Plan As Amended and Restated, effective May 7, 2010 (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 dated May 7, 2010 (File No 333-166628)).*
|
10.7
|
|
Aircraft Time Sharing Agreement, effective as of January 1, 2012, by and between Allegheny Technologies Incorporated and Richard J. Harshman (incorporated by reference to Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 1-12001)).
|
Exhibit
No.
|
|
Description
|
10.8
|
|
Form of Performance/Restricted Stock Agreement dated February 22, 2012 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10- for the quarter ended March 31, 2012 (File No. 1-12001)).*
|
10.9
|
|
Form of Clawback Agreement regarding incentive payments under the Annual Incentive Plan dated March 15, 2012 (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (File No. 1-12001)).*
|
10.10
|
|
Form of Clawback Agreement regarding incentive payments under the long-term incentive plans dated March 15, 2012 (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (File No. 1-12001)).*
|
10.11
|
|
Amendment No. 1 to the Allegheny Technologies Incorporated 2007 Incentive Plan, as Amended and Restated, effective May 11, 2012 (incorporated by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 dated May 17, 2012 (File No. 333-181491)).*
|
10.12
|
|
Form of Performance/Restricted Stock Agreement dated February 28, 2013 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (File No. 1-12001)).*
|
10.13
|
|
Amended and Restated Change in Control Severance Agreement between the Company and Richard J. Harshman, dated August 2, 2013 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (File No. 1-12001)).*
|
10.14
|
|
Form of Amended and Restated Change in Control Severance Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 (File No. 1-12001)).*
|
10.15
|
|
Form of 2014 Performance/Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (File No. 1-12001)).*
|
10.16
|
|
Form of Amended and Restated Change in Control Severance Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (File No. 1-12001)).*
|
10.17
|
|
Form of Long Term Shareholder Value Award Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 1-12001)).*
|
10.18
|
|
Form of Performance/Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 1-12001)).*
|
10.19
|
|
Form of Total Shareholder Return Award Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 1-12001)).*
|
10.20
|
|
Allegheny Technologies Incorporated Defined Contribution Restoration Plan, as amended and restated as of January 1, 2015 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 1-12001)).*
|
10.21
|
|
Allegheny Technologies Incorporated 2015 Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on March 20, 2015 (File No 1-12001)).*
|
10.22
|
|
Administrative Rules for the Non-Employee Director Restricted Stock Program, effective as of May 1, 2015 (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 1-12001)).*
|
10.23
|
|
Form of Long Term Incentive Award Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 6, 2016 (File No. 1-12001)).*
|
10.24
|
|
Form of Annual Performance Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 6, 2016 (File No. 1-12001)).*
|
10.25
|
|
Allegheny Technologies Incorporated 2017 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (File No. 1-12001)).*
|
10.26
|
|
Revolving Credit and Security Agreement, dated as of September 15, 2015, by and among the borrowers party thereto, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as Lender and Agent, and PNC Capital Markets LLC, as Sole Lead Arranger and Sole Bookrunner (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated September 25, 2015 (File No. 1-12001)).
|
10.27
|
|
First Amendment to Revolving Credit and Security Agreement, dated as of May 13, 2016, by and among the borrowers party thereto, the guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as agent for the lenders (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated May 16, 2016 (File No. 1-12001)).
|
10.28
|
|
Acknowledgement Letter Agreement, dated as of July 7, 2016, between TDY Industries, LLC, as borrowing agent, and PNC Bank, National Association, as agent for the lenders (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed August 3, 2016 (File No. 1-12001)).).
|
Exhibit
No.
|
|
Description
|
10.29
|
|
Second Amendment to Revolving Credit and Security Agreement, dated June 21, 2017, by and among the borrowers party thereto, the guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, in its capacity as agent for the lenders (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed June 27, 2017).
|
12.1
|
|
|
21.1
|
|
|
23.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Report.
|
|
|
ALLEGHENY TECHNOLOGIES INCORPORATED
|
||
|
|
|
|
|
Date:
|
February 20, 2018
|
By
|
|
/s/ Richard J. Harshman
|
|
|
|
|
Richard J. Harshman
|
|
|
|
|
Chairman, President and Chief Executive Officer
|
/s/ Richard J. Harshman
|
|
/s/ Patrick J. DeCourcy
|
Richard J. Harshman
Chairman, President and Chief
Executive Officer and Director |
|
Patrick J. DeCourcy
Senior Vice President, Finance and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
/s/ Karl D. Schwartz
|
|
|
Karl D. Schwartz
Vice President, Controller and
Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
|
/s/ Carolyn Corvi
|
|
/s/ David J. Morehouse
|
Carolyn Corvi
Director
|
|
David J. Morehouse
Director
|
|
|
|
/s/ Diane C. Creel
|
|
/s/ John R. Pipski
|
Diane C. Creel
Director
|
|
John R. Pipski
Director
|
|
|
|
/s/ James C. Diggs
|
|
/s/ James E. Rohr
|
James C. Diggs
Director
|
|
James E. Rohr
Director
|
|
|
|
/s/ J. Brett Harvey
|
|
/s/ John D. Turner
|
J. Brett Harvey
Director
|
|
John D. Turner
Director
|
|
|
|
/s/ Barbara S. Jeremiah
|
|
|
Barbara S. Jeremiah
Director
|
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
For the Years Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
||||||||||
Income (loss) from continuing operations before income tax provision and cumulative effect of change in accounting principle
|
|
$
|
(86.5
|
)
|
|
$
|
(734.0
|
)
|
|
$
|
(478.0
|
)
|
|
$
|
1.5
|
|
|
$
|
(154.8
|
)
|
|
Distributed earnings net of (income) loss recognized on less than fifty percent owned persons
|
|
(0.6
|
)
|
|
2.3
|
|
|
0.1
|
|
|
8.9
|
|
|
15.3
|
|
|
|||||
Noncontrolling interest in the income of subsidiary with fixed charges
|
|
(12.2
|
)
|
|
(13.8
|
)
|
|
(12.0
|
)
|
|
(12.2
|
)
|
|
(7.6
|
)
|
|
|||||
|
|
$
|
(99.3
|
)
|
|
$
|
(745.5
|
)
|
|
$
|
(489.9
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(147.1
|
)
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
130.1
|
|
|
$
|
121.6
|
|
|
$
|
109.8
|
|
|
$
|
107.9
|
|
|
$
|
62.3
|
|
|
Portion of rents deemed to be interest
|
|
7.0
|
|
|
7.7
|
|
|
7.8
|
|
|
7.6
|
|
|
7.5
|
|
|
|||||
Capitalized interest
|
|
2.6
|
|
|
4.7
|
|
|
2.2
|
|
|
5.3
|
|
|
45.7
|
|
|
|||||
Debt extinguishment charge
|
|
37.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Amortization of debt expense
|
|
4.8
|
|
|
3.8
|
|
|
1.8
|
|
|
1.9
|
|
|
3.8
|
|
|
|||||
Fixed Charges excluding capitalized interest
|
|
181.5
|
|
|
137.8
|
|
|
121.6
|
|
|
122.7
|
|
|
119.3
|
|
|
|||||
Earnings adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capitalized interest
|
|
(2.6
|
)
|
|
(4.7
|
)
|
|
(2.2
|
)
|
|
(5.3
|
)
|
|
(45.7
|
)
|
|
|||||
Earnings, as adjusted
|
|
$
|
79.6
|
|
|
$
|
(612.4
|
)
|
|
$
|
(370.5
|
)
|
|
$
|
115.6
|
|
|
$
|
(73.5
|
)
|
|
Ratio of earnings to fixed charges
|
|
—
|
|
(1)
|
—
|
|
(1)
|
—
|
|
(1)
|
—
|
|
(1)
|
—
|
|
(1)
|
Name of Subsidiary
|
|
State or Country of Incorporation
|
ALC Funding Corporation
|
|
Delaware
|
Allegheny Ludlum, LLC
|
|
Pennsylvania
|
ATI Flat Rolled Products Holdings LLC
|
|
Pennsylvania
|
ATI Funding Corporation
|
|
Delaware
|
ATI Ladish LLC
|
|
Wisconsin
|
ATI Operating Holdings, LLC
|
|
Delaware
|
ATI Properties, Inc.
|
|
Delaware
|
Pacific Cast Technologies Inc
|
|
Nevada
|
Shanghai STAL Precision Stainless Steel Company Limited(1)
|
|
China
|
TDY Holdings, LLC
|
|
Delaware
|
TDY Industries, LLC
|
|
California
|
|
(1)
|
Registration Statement (Form S-3 No. 333-204209) of Allegheny Technologies Incorporated, and
|
|
(2)
|
Registration Statements (Form S-8 Nos. 333-203784, 333-217942, 333-188641, 333-181491, 333-166628, 333-145651, 333-142559, 333-129485, 333-59161, 333-10229, and 333-45965) pertaining to the employee benefit plans of Allegheny Technologies Incorporated;
|
1.
|
I have reviewed this report on Form 10-K of Allegheny Technologies Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Richard J. Harshman
|
Richard J. Harshman
|
President and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-K of Allegheny Technologies Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Patrick J. DeCourcy
|
Patrick J. DeCourcy
|
Senior Vice President, Finance and
|
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 20, 2018
|
|
/s/ Richard J. Harshman
|
|
|
|
Richard J. Harshman
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
Date:
|
February 20, 2018
|
|
/s/ Patrick J. DeCourcy
|
|
|
|
Patrick J. DeCourcy
|
|
|
|
Senior Vice President, Finance and
|
|
|
|
Chief Financial Officer
|