UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

January 23, 2008

Allegheny Technologies Incorporated

(Exact name of registrant as specified in its charter)

Delaware

1-12001

25-1792394

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1000 Six PPG Place, Pittsburgh, Pennsylvania

15222-5479

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

(412) 394-2800

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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 23, 2008, Allegheny Technologies Incorporated issued a press release with respect to its fourth quarter 2007 and full-year 2007 financial results. A copy of this press release is attached as Exhibit 99.1 and is being furnished, not filed, under Item 2.02 of this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

(e)        In accordance with the Company's Annual Incentive Plan for 2007, a cash payment to each of the executive officers named below was authorized as a result of a number of key financial and other targets established under the Plan having been substantially exceeded. In addition, in light of the 2007 performance of those executive officers, which included their respective contributions to the Company substantially outperforming the pre-set business plan goals for income before taxes and cash flow in 2007, as well as their respective roles in the implementation of operating and strategic measures deemed critical to future growth of the Company, additional discretionary cash payments to those officers in the following amounts were authorized:

L. Patrick Hassey, Chairman, President and Chief Executive Officer $323,886

Richard J. Harshman, Executive Vice President, Finance and Chief Financial Officer

$12,582
Douglas A. Kittenbrink, Executive Vice President, Corporate Planning and International Business Development $12,582
Jon D. Walton, Executive Vice President, Human Resources, Chief Legal

and Compliance Officer, General Counsel, and Corporate Secretary

$12,582
Terry L. Dunlap, President, Allegheny Ludlum Corporation $48,400

Other payments under the Annual Incentive Plan for 2007 were also approved, including discretionary bonus payments for certain other participants in the Plan.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits.
 

 

Exhibit 99.1 Press release dated January 23, 2008.


SIGNATURES

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

Jon D. Walton

Executive Vice President, Human Resources,

Chief Legal and Compliance Officer

 

Date:

January 23, 2008


EXHIBIT INDEX

Exhibit Number

  Description
99.1

Press release dated January 23, 2008.

Exhibit 99.1

Allegheny Technologies Announces Full Year and Fourth Quarter 2007 Results

PITTSBURGH--(BUSINESS WIRE)-- Allegheny Technologies Incorporated (NYSE:ATI):

Full Year 2007 Results

-- Sales increased 10.5% to a record $5.45 billion

-- Net income increased 30% to a record $747.1 million,
    or $7.26 per share

-- Segment operating profit increased 19% to $1.27 billion,
    or 23.2% of sales

-- Return on capital employed of 31.2%

-- Return on stockholders' equity of 40.1%

-- Gross cost reductions of $111.6 million

-- Cash provided by operating activities of $709.8 million

-- Capital expenditures of $447.4 million

-- Voluntary contribution to U.S. defined benefit pension plan
    of $100 million

-- Common stock dividend increased for third consecutive year

-- $500 million share repurchase program authorized in November 2007

-- $61 million of shares repurchased in fourth quarter

-- Cash on hand increased $121 million to $623 million from
    year end 2006

 

Fourth Quarter 2007 Results

-- Sales of $1.27 billion

-- Net income of $148.9 million, or $1.45 per share

-- Segment operating profit of $244.4 million, or 19.2% of sales

Allegheny Technologies Incorporated (NYSE:ATI) reported net income for the full year 2007 of $747.1 million, or $7.26 per share, on sales of $5.45 billion. Net income for the full year 2006 was $574.1 million, or $5.61 per share, on sales of $4.94 billion.

Net income in the fourth quarter 2007 was $148.9 million, or $1.45 per share, on sales of $1.27 billion. In the fourth quarter 2006, ATI reported net income of $163.1 million, or $1.59 per share, on sales of $1.40 billion.

“In 2007, we strengthened our position in key global growth markets, launched new production facilities, and solidified our balance sheet while achieving record sales and profits,” said L. Patrick Hassey, Chairman, President and Chief Executive Officer. “Sales increased over 10% to almost $5.5 billion, net income and earnings per share increased 30% to $747 million and $7.26, respectively, and segment operating profit was over 23% of sales. Direct international sales in 2007 were nearly $1.5 billion, a record, or approximately 27% of sales.

“Cash flow was strong in 2007. Cash on hand at the end of the year was $623 million, an increase of $121 million over 2006. This is after investing $447 million in capital expenditures and making a $100 million voluntary pension contribution. We also repurchased 674,800 shares of ATI stock for approximately $61 million since mid-November 2007. At the end of 2007, ATI had more cash than debt.

“Other important financial metrics were also strong in 2007. Return on capital employed was 31% and return on stockholders’ equity was 40%.

“Compared to 2006, shipments of our High Performance Metals segment titanium alloys, nickel-based alloys and specialty alloys, and exotic alloys grew 12%, 4%, and 20%, respectively. These products benefited from strong demand from global markets and our ongoing strategic capital projects. In our Flat-Rolled Products segment, shipments of titanium and ATI-produced Uniti titanium products grew nearly 25% to approximately 10.4 million pounds, and shipments of our grain-oriented silicon electrical steel grew 5%, both compared to 2006.

“As expected, the fourth quarter 2007 turned out to be a difficult quarter for our standard grade stainless sheet shipments, primarily due to U.S. and European service center customers’ destocking actions. Shipments of these products were only about 66,400 tons, which is well below our target needed to operate efficiently. In addition, operating profit in our Engineered Products segment was not acceptable. In particular, our tungsten products business was negatively impacted by start-up costs at the APT (ammonium paratungstate) plant.

“Our major capital projects for titanium sponge production, melting, rolling and finishing are on track. At this point, we expect 2008 capital expenditures to be in the range of $450 to $500 million; all are expected to be self-funded.

“We believe our long-term profitable growth outlook remains intact. ATI is well positioned due to the growing global markets that have been driving our performance over the last several years, our new production facilities, and our strong financial position. We expect demand from the commercial aerospace market to remain at high levels as our airframe and jet engine customers’ backlogs are at record levels. We also expect demand from the chemical process industry, oil and gas, and electrical energy markets to stay strong as the global infrastructure build and rebuild continues.

“Order entry for our flat-rolled standard grade stainless sheet improved late in the fourth quarter 2007 and has further improved in January. It appears that the major U.S. service centers now have their inventories in better balance.

“While we remain steadfast in our long-term growth outlook, short-term visibility is unclear. Some customers are currently cautious due to the U.S. economy. We also see caution in the aerospace supply chain due to the uncertainty of the Boeing 787 Dreamliner build schedule and ramp-up, even though build rates for existing models are scheduled to increase significantly, and demand for jet engine spare parts remains robust.

“At this point, we believe first quarter 2008 results are likely to be similar to those achieved in the fourth quarter 2007. We remain optimistic about 2008. However, we expect to have a better understanding of the potential upside for the balance of 2008 once we get beyond the first quarter.”

  Three Months Ended   Year Ended
December 31 December 31
In Millions
2007  

2006(a )

2007  

2006(a )

 
Sales $ 1,273.6 $ 1,396.9 $ 5,452.5 $ 4,936.6
 
Net income $ 148.9 $ 163.1 $ 747.1 $ 574.1
 
Per Diluted Share
 
Net income $ 1.45 $ 1.59 $ 7.26 $ 5.61
 

(a) Net income and net income per diluted share for 2006 have been restated in accordance with the adoption of the FASB Staff Position titled “Accounting for Planned Major Maintenance Activities”.

Full Year and Fourth Quarter 2007 Financial Highlights

High Performance Metals Segment

Market Conditions

Fourth quarter 2007 compared to fourth quarter 2006

Flat-Rolled Products Segment

Market Conditions

Fourth quarter 2007 compared to fourth quarter 2006

Engineered Products Segment

Market Conditions

Fourth quarter 2007 compared to fourth quarter 2006

Retirement Benefit Expense

Other Expenses

Income Taxes

Cash Flow, Working Capital and Debt

New Accounting Pronouncement Adopted in 2007

Allegheny Technologies will conduct a conference call with investors and analysts on January 23, 2008, at 1 p.m. ET to discuss the financial results. The conference call will be broadcast live on www.alleghenytechnologies.com. To access the broadcast, click on “Conference Call”. In addition, the conference call will be available through the CCBN website, located at www.ccbn.com.

This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this news release relate to future events and expectations and, as such, constitute forward-looking statements. Forward-looking statements include those containing such words as “anticipates,” “believes,” “estimates,” “expects,” “would,” “should,” “will,” “will likely result,” “forecast,” “outlook,” “projects,” and similar expressions. Forward-looking statements are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which we are unable to predict or control, that may cause our actual results, performance or achievements to materially differ from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include: (a) material adverse changes in economic or industry conditions generally, including credit market conditions and related issues, and global supply and demand conditions and prices for our specialty metals; (b) material adverse changes in the markets we serve, including the aerospace and defense, construction and mining, automotive, electrical energy, chemical process industry, oil and gas, and other markets; (c) our inability to achieve the level of cost savings, productivity improvements, synergies, growth or other benefits anticipated by management, including those anticipated from strategic investments and the integration of acquired businesses, whether due to significant increases in energy, raw materials or employee benefits costs, the possibility of project cost overruns or unanticipated costs and expenses, or other factors; (d) volatility of prices and availability of supply of the raw materials that are critical to the manufacture of our products; (e) declines in the value of our defined benefit pension plan assets or unfavorable changes in laws or regulations that govern pension plan funding; (f) significant legal proceedings or investigations adverse to us; and (g) other risk factors summarized in our Annual Report on Form 10-K for the year ended December 31, 2006, and in other reports filed with the Securities and Exchange Commission. We assume no duty to update our forward-looking statements.

Building the World’s Best Specialty Metals Company™

Allegheny Technologies Incorporated is one of the largest and most diversified specialty metals producers in the world with revenues of $5.5 billion during 2007. ATI has approximately 9,700 full-time employees world-wide who use innovative technologies to offer growing global markets a wide range of specialty metals solutions. Our major markets are aerospace and defense, chemical process industry/oil and gas, electrical energy, medical, automotive, food equipment and appliance, machine and cutting tools, and construction and mining. Our products include titanium and titanium alloys, nickel-based alloys and superalloys, stainless and specialty steels, zirconium, hafnium, and niobium, tungsten materials, grain-oriented silicon electrical steel and tool steels, and forgings and castings. The Allegheny Technologies website is www.alleghenytechnologies.com .

Allegheny Technologies Incorporated and Subsidiaries
Consolidated Statements of Income
(Dollars in millions, except per share amounts)
         
Three Months Ended Twelve Months Ended
December 31, December 31,
2007

2006 (a )

2007

2006 (a )

 
Sales $ 1,273.6 $ 1,396.9 $ 5,452.5 $ 4,936.6
Costs and expenses:
Cost of sales 979.1 1,063.2 4,003.1 3,740.4
Selling and administrative expenses   72.4     74.2     296.7     295.3  

Income before interest, other income (expense) and income taxes

222.1 259.5 1,152.7 900.9
Interest income (expense), net 2.2 (5.7 ) (4.8 ) (23.3 )
Other income (expense), net   (1.5 )   (1.1 )   (0.6 )   (5.0 )
Income before income tax provision 222.8 252.7 1,147.3 872.6
Income tax provision   73.9     89.6     400.2     298.5  
 
Net income $ 148.9   $ 163.1   $ 747.1   $ 574.1  
 
Basic net income per common share $ 1.46   $ 1.62   $ 7.35   $ 5.76  
 
Diluted net income per common share $ 1.45   $ 1.59   $ 7.26   $ 5.61  
 
 

Weighted average common shares outstanding -- basic (millions)

101.7 100.4 101.7 99.7
 

Weighted average common shares outstanding -- diluted (millions)

102.9 102.8 102.9 102.4
 

Actual common shares outstanding -- end of period (millions)

101.6 101.2 101.6 101.2
 

(a) Results for 2006 have been restated in accordance with the adoption of the FASB Staff Position titled “Accounting for Planned Major Maintenance Activities”.

Allegheny Technologies Incorporated and Subsidiaries
Sales and Operating Profit by Business Segment
(Dollars in millions)
       
Three Months Ended Twelve Months Ended
December 31, December 31,
2007

2006 (a )

2007

2006 (a )

Sales:
High Performance Metals $ 512.0 $ 489.3 $ 2,067.6 $ 1,806.6
Flat-Rolled Products 654.4 800.6 2,951.9 2,697.3
Engineered Products   107.2     107.0     433.0     432.7  
 
Total External Sales $ 1,273.6   $ 1,396.9   $ 5,452.5   $ 4,936.6  
 
Operating Profit:
 
High Performance Metals $ 187.2 $ 182.1 $ 729.1 $ 657.2
% of Sales 36.6 % 37.2 % 35.3 % 36.4 %
 
Flat-Rolled Products 55.7 106.9 505.2 348.0
% of Sales 8.5 % 13.4 % 17.1 % 12.9 %
 
Engineered Products 1.5 11.3 32.1 56.7
% of Sales   1.4 %   10.6 %   7.4 %   13.1 %
 
Operating Profit 244.4 300.3 1,266.4 1,061.9
% of Sales 19.2 % 21.5 % 23.2 % 21.5 %
 
Corporate expenses (16.9 ) (21.9 ) (73.8 ) (68.9 )
 
Interest income (expense), net 2.2 (5.7 ) (4.8 ) (23.3 )
 

Other income (expense), net of gains on asset sales

0.7 0.5 (10.2 ) (15.2 )
 
Retirement benefit expense   (7.6 )   (20.5 )   (30.3 )   (81.9 )
 
Income before taxes $ 222.8   $ 252.7   $ 1,147.3   $ 872.6  
 

(a) Results for 2006 have been restated in accordance with the adoption of the FASB Staff Position titled “Accounting for Planned Major Maintenance Activities”.

Allegheny Technologies Incorporated and Subsidiaries
Consolidated Balance Sheets
(Dollars in millions)
 
December 31, December 31,
2007

2006 (a )

ASSETS
 
Current Assets:
Cash and cash equivalents $ 623.3 $ 502.3

Accounts receivable, net of allowances for doubtful accounts of $6.3 at December 31, 2007 and $5.7 at December 31, 2006

652.2 610.9
Inventories, net 916.1 798.7
Deferred income taxes 18.8 26.6

Prepaid expenses and other current assets

  38.3   49.4  
Total Current Assets 2,248.7 1,987.9
 
Property, plant and equipment, net 1,239.5 871.7
Prepaid pension costs 230.3 -
Cost in excess of net assets acquired 209.8 206.5
Deferred income taxes 42.1 119.0
Other assets   125.2   95.4  
 
Total Assets $ 4,095.6 $ 3,280.5  
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 
Current Liabilities:
Accounts payable $ 388.4 $ 355.1
Accrued liabilities 277.3 241.6
Accrued income taxes 17.4 22.7

Short term debt and current portion of long-term debt

  20.9   23.7  
Total Current Liabilities 704.0 643.1
 
Long-term debt 507.3 529.9
Retirement benefits 469.6 464.4
Other long-term liabilities   191.2   140.2  
Total Liabilities   1,872.1   1,777.6  
 
Total Stockholders' Equity   2,223.5   1,502.9  
 
Total Liabilities and Stockholders' Equity $ 4,095.6 $ 3,280.5  
 

(a) 2006 has been restated in accordance with the adoption of the FASB Staff Position titled “Accounting for Planned Major Maintenance Activities”.

Allegheny Technologies Incorporated and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Dollars in millions)
    Twelve Months Ended
December 31
2007  

2006 (a )

 
Operating Activities:
 
Net income $ 747.1 $ 574.1
Depreciation and amortization 102.9 86.2
Change in managed working capital (44.3 ) (534.2 )
Change in retirement benefits (2.4 ) 50.4
Pension contribution (100.0 ) (100.0 )
Accrued liabilities and other   6.5     235.1  
Cash provided by operating activities   709.8     311.6  
Investing Activities:
Purchases of property, plant and equipment (447.4 ) (238.3 )
Asset disposals and other   (4.3 )   2.5  
Cash used in investing activities   (451.7 )   (235.8 )
Financing Activities:
Net decrease in debt (23.9 ) (7.1 )
Purchase of treasury stock (61.2 ) -
Dividends paid (58.1 ) (43.1 )
Tax benefits on share-based compensation 50.7 80.9
Income tax withholding on share-based compensation (50.1 ) -
Exercises of stock options   5.5