UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Delaware 1-12001 25-1792394
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On January 5, 2006, Allegheny Technologies Incorporated issued a press release
in which it announced that it expects to record a fourth quarter 2005 net
special gain of $14.5 to $19.5 million, or $0.14 to $0.19 per share. The fourth
quarter 2005 special items, which are primarily non-cash, are expected to
include:
o A $38 to $42 million, or $0.37 to $0.41 per share, net tax benefit related
to the reversal of ATI's remaining valuation allowance for Federal net
deferred tax assets.
o A $14 to $15 million, or ($0.14) to ($0.15) per share, after-tax charge due
to asset impairments, which is expected to result in future cash
expenditures of less than $2 million. This asset impairment charge
primarily relates to a 2005 year-end decision to indefinitely idle ATI
Allegheny Ludlum's West Leechburg, PA flat-rolled products finishing
facility. There are approximately 45 hourly production and maintenance
employees, and 25 laboratory employees at the West Leechburg plant. These
employees will be provided positions at nearby Allegheny Ludlum facilities.
ATI expects the consolidation to result in annual cost reductions of
approximately $10 million in its Flat-Rolled Products segment beginning in
2007.
o A $6 million, or ($0.06) per share, after-tax charge for legal matters.
o A $2.5 million, or ($0.02) per share, after-tax charge related to the
cumulative effect of accounting change for the adoption of FASB
Interpretation No. 47, "Accounting for Contingent Asset Retirement
Obligations".
ATI plans to release fourth quarter 2005 earnings on January 25, 2006. A copy of
the press release is attached as Exhibit 99.1.
The Company's news release contains forward-looking statements. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those projected in the forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those projected in the forward-looking statements is contained in Allegheny Technologies' filings with the Securities and Exchange Commission.
Item 2.06 Material Impairments.
For a description of the asset impairment decision made by the Company on December 30, 2005, see the relevant discussion under Item 2.02 above.
Item 8.01 Other Events.
The Company's appeal of an adverse jury verdict in favor of the San Diego Unified Port District in the amount of $22.7 million was denied on January 5, 2006. The case concerned a lease of real property located in San Diego, California. These amounts have been fully reserved and no additional charge is required. The Company is evaluating its options for further appeal.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 Press release dated January 5, 2006.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ALLEGHENY TECHNOLOGIES INCORPORATED
By: /s/ Jon D. Walton
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Jon D. Walton
Executive Vice President, Human Resources,
Chief Legal and Compliance Officer
Dated: January 5, 2006
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Exhibit 99.1 Press release dated January 5, 2006.
Exhibit 99.1
Allegheny Technologies Expects Fourth Quarter 2005 Net Special Gain of $0.14 to $0.19 Per Share
PITTSBURGH--(BUSINESS WIRE)--Jan. 5, 2006--Allegheny Technologies
Incorporated (NYSE:ATI) today announced that it expects to record a fourth
quarter 2005 net special gain of $14.5 to $19.5 million, or $0.14 to $0.19 per
share.
The fourth quarter 2005 special items, which are primarily non-cash, are
expected to include:
-- A $38 to $42 million, or $0.37 to $0.41 per share, net tax benefit related to the reversal of ATI's remaining valuation allowance for Federal net deferred tax assets.
-- A $14 to $15 million, or ($0.14) to ($0.15) per share, after-tax charge due to asset impairments, which is expected to result in future cash expenditures of less than $2 million. This asset impairment charge primarily relates to a 2005 year-end decision to indefinitely idle ATI Allegheny Ludlum's West Leechburg, PA flat-rolled products finishing facility. There are approximately 45 hourly production and maintenance employees, and 25 laboratory employees at the West Leechburg plant. These employees will be provided positions at nearby Allegheny Ludlum facilities. ATI expects the consolidation to result in annual cost reductions of approximately $10 million in its Flat-Rolled Products segment beginning in 2007.
-- A $6 million, or ($0.06) per share, after-tax charge for legal matters.
-- A $2.5 million, or ($0.02) per share, after-tax charge related to the cumulative effect of accounting change for the adoption of FASB Interpretation No. 47, "Accounting for Contingent Asset Retirement Obligations".
ATI plans to release fourth quarter 2005 earnings on January 25, 2006.
This news release contains forward-looking statements. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those projected in the forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those projected in the forward-looking statements is contained in Allegheny Technologies' filings with the Securities and Exchange Commission.
Allegheny Technologies Incorporated is one of the largest and most diversified specialty materials producers in the world with revenues of approximately $3.4 billion over the last four reported quarters. ATI has approximately 9,000 full-time employees world-wide who use innovative technologies to offer growing global markets a wide range of specialty materials solutions. Our major markets are aerospace, construction and mining, chemical processing/oil & gas, food equipment and appliance, automotive, electrical energy, machine and cutting tools, and medical. Our products include nickel-based alloys and superalloys, titanium and titanium alloys, stainless and specialty steels, zirconium, hafnium, and niobium, tungsten materials, silicon and tool steels, and forgings and castings. The Allegheny Technologies website is www.alleghenytechnologies.com.
CONTACT: Allegheny Technologies Incorporated Dan L. Greenfield, 412-394-3004