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) July 26, 2007
Allegheny Technologies Incorporated
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
Delaware
|
|
1-12001
|
|
25-1792394
|
|
|
|
(State or other jurisdiction
|
|
(Commission
|
|
(IRS Employer
|
|
of incorporation)
|
|
File Number)
|
|
Identification No.)
|
|
|
|
|
|
|
|
1000 Six PPG Place, Pittsburgh, Pennsylvania
|
|
15222-5479
|
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code (412) 394-2800
(Former name or former address, if changed since last report).
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
Effective January 1, 2007, Allegheny Technologies Incorporated (the Company) adopted the
Financial Accounting Standards Boards Staff Position titled Accounting for Planned Major
Maintenance Activities (the FASB Staff Position), as required. The FASB Staff Position
prohibits the use of the accrue-in-advance method of accounting for planned major maintenance
activities, which is the method the Company previously used to record planned plant outage costs on
an interim basis within a fiscal year and the costs of major equipment rebuilds which extend the
life of capital equipment. Under the FASB Staff Position, which has retrospective application to
prior periods presented, the Company now reports results using the deferral method, whereby major
equipment rebuilds are capitalized as costs are incurred and amortized into expense over their
estimated useful lives, and planned plant outage costs are fully recognized in the interim period
of the outage. The Companys adoption of the FASB Staff Position on January 1, 2007 resulted in an
increase to retained earnings of $10.3 million, net of related taxes. Retrospectively applied, the
Companys net income for 2006, 2005 and 2004 increased $2.2 million, $2.6 million and $1.6 million,
respectively, or approximately $0.02 per share for each year.
The audited consolidated financial statements of the Company set forth in Exhibit 99.1 to this
Current Report present the Companys consolidated financial data as of December 31, 2006 and 2005
and for each of the years in the three-year period ended December 31, 2006, as adjusted to reflect
the application of the FASB Staff Position to such prior periods as described above. Also set
forth in Exhibit 99.1 is Managements Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) as of December 31, 2006, as restated only to reflect the changes described
above. No forward-looking information in the audited consolidated financial statements or in MD&A
set forth in Exhibit 99.1 have been updated to reflect any events that have occurred since the
filing of the Companys Annual Report on Form 10-K for its fiscal year ended December 31, 2006.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
|
|
|
|
|
Exhibit 99.1
|
|
Audited Consolidated Financial Statements of Allegheny Technologies Incorporated and Managements Discussion and Analysis of Financial Condition and Results of Operations.
|
|
|
|
|
|
Exhibit 99.2
|
|
Consent of Ernst & Young LLP.
|
|
|
|
|
|
Exhibit 99.3
|
|
Computation of Ratios of Earnings to Fixed Charges.
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
ALLEGHENY TECHNOLOGIES INCORPORATED
|
|
|
|
By:
|
/s/ Richard J. Harshman
|
|
|
|
|
Richard J. Harshman
|
|
|
|
|
Executive Vice President, Finance and
Chief Financial Officer
|
|
|
|
Dated:
July 26, 2007
EXHIBIT INDEX
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
Exhibit 99.1
|
|
Audited Consolidated Financial Statements of Allegheny Technologies Incorporated and Managements Discussion and Analysis of Financial Condition and Results of Operations.
|
|
|
|
|
|
Exhibit 99.2
|
|
Consent of Ernst & Young LLP.
|
|
|
|
|
|
Exhibit 99.3
|
|
Computation of Ratios of Earnings to Fixed Charges.
|
Exhibit 99.1
Item 6. Selected Financial Data
The following table sets forth selected volume, price and financial information for ATI. The
financial information has been derived from our audited financial statements included elsewhere in
this report for the years ended December 31, 2006, 2005 and 2004. The historical selected financial
information may not be indicative of our future performance and should be read in conjunction with
the information contained in Item 7. Managements Discussion and Analysis of Financial Condition
and Results of Operations, and in Item 8. Financial Statements and Supplementary Data.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
|
|
Volume (000s lbs.):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High Performance Metals nickel-based and specialty alloys
|
|
|
42,873
|
|
|
|
39,939
|
|
|
|
34,353
|
|
|
|
35,168
|
|
|
|
35,832
|
|
|
High Performance Metals titanium mill products
|
|
|
27,361
|
|
|
|
24,882
|
|
|
|
22,012
|
|
|
|
18,436
|
|
|
|
19,044
|
|
|
High Performance Metals exotic alloys
|
|
|
4,304
|
|
|
|
4,018
|
|
|
|
4,318
|
|
|
|
4,245
|
|
|
|
3,712
|
|
|
Flat-Rolled Products:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High value
|
|
|
502,524
|
|
|
|
495,868
|
|
|
|
508,946
|
|
|
|
470,500
|
|
|
|
360,349
|
|
|
Commodity
|
|
|
889,105
|
|
|
|
652,870
|
|
|
|
666,560
|
|
|
|
486,206
|
|
|
|
614,321
|
|
|
|
|
|
|
Flat-Rolled Products total
|
|
|
1,391,629
|
|
|
|
1,148,738
|
|
|
|
1,175,506
|
|
|
|
956,706
|
|
|
|
974,670
|
|
|
Average Prices (per lb.):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High Performance Metals nickel-based and specialty alloys
|
|
$
|
14.35
|
|
|
$
|
11.25
|
|
|
$
|
8.60
|
|
|
$
|
6.57
|
|
|
$
|
6.39
|
|
|
High Performance Metals titanium mill products
|
|
|
33.83
|
|
|
|
22.75
|
|
|
|
12.34
|
|
|
|
11.50
|
|
|
|
11.83
|
|
|
High Performance Metals exotic alloys
|
|
|
40.39
|
|
|
|
40.38
|
|
|
|
40.95
|
|
|
|
37.64
|
|
|
|
36.29
|
|
|
Flat-Rolled Products:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High value
|
|
|
2.50
|
|
|
|
2.15
|
|
|
|
1.67
|
|
|
|
1.36
|
|
|
|
1.57
|
|
|
Commodity
|
|
|
1.61
|
|
|
|
1.26
|
|
|
|
1.18
|
|
|
|
0.83
|
|
|
|
0.78
|
|
|
Flat-Rolled Products combined average
|
|
|
1.93
|
|
|
|
1.64
|
|
|
|
1.39
|
|
|
|
1.09
|
|
|
|
1.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
|
|
Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High Performance Metals
|
|
$
|
1,806.6
|
|
|
$
|
1,246.0
|
|
|
$
|
794.1
|
|
|
$
|
641.7
|
|
|
$
|
630.0
|
|
|
Flat-Rolled Products
|
|
|
2,697.3
|
|
|
|
1,900.5
|
|
|
|
1,643.9
|
|
|
|
1,043.5
|
|
|
|
1,040.3
|
|
|
Engineered Products
|
|
|
432.7
|
|
|
|
393.4
|
|
|
|
295.0
|
|
|
|
252.2
|
|
|
|
237.5
|
|
|
|
|
Total sales
|
|
$
|
4,936.6
|
|
|
$
|
3,539.9
|
|
|
$
|
2,733.0
|
|
|
$
|
1,937.4
|
|
|
$
|
1,907.8
|
|
|
|
|
Operating profit (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High Performance Metals
|
|
$
|
657.2
|
|
|
$
|
335.1
|
|
|
$
|
86.0
|
|
|
$
|
25.8
|
|
|
$
|
30.6
|
|
|
Flat-Rolled Products
|
|
|
348.0
|
|
|
|
154.1
|
|
|
|
62.8
|
|
|
|
(13.2
|
)
|
|
|
(9.0
|
)
|
|
Engineered Products
|
|
|
56.7
|
|
|
|
47.5
|
|
|
|
20.8
|
|
|
|
7.8
|
|
|
|
4.7
|
|
|
|
|
Total operating profit
|
|
$
|
1,061.9
|
|
|
$
|
536.7
|
|
|
$
|
169.6
|
|
|
$
|
20.4
|
|
|
$
|
26.3
|
|
|
|
|
Income (loss) before income taxes and cumulative effect of
change in accounting principle
|
|
$
|
872.6
|
|
|
$
|
311.1
|
|
|
$
|
22.3
|
|
|
$
|
(279.7
|
)
|
|
$
|
(104.8
|
)
|
|
Income (loss) before cumulative effect of change in accounting
principle
|
|
|
574.1
|
|
|
|
364.4
|
|
|
|
21.4
|
|
|
|
(313.0
|
)
|
|
|
(66.4
|
)
|
|
Cumulative effect of change in accounting principle, net of tax
|
|
|
|
|
|
|
(2.0
|
)
|
|
|
|
|
|
|
(1.3
|
)
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
574.1
|
|
|
$
|
362.4
|
|
|
$
|
21.4
|
|
|
$
|
(314.3
|
)
|
|
$
|
(66.4
|
)
|
|
|
|
Basic net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before cumulative effect of change in accounting
principle
|
|
$
|
5.76
|
|
|
$
|
3.79
|
|
|
$
|
0.25
|
|
|
$
|
(3.90
|
)
|
|
$
|
(0.82
|
)
|
|
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
(0.02
|
)
|
|
|
|
|
|
|
(0.02
|
)
|
|
|
|
|
|
|
|
Basic net income (loss) per common share
|
|
$
|
5.76
|
|
|
$
|
3.77
|
|
|
$
|
0.25
|
|
|
$
|
(3.92
|
)
|
|
$
|
(0.82
|
)
|
|
|
|
Diluted net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before cumulative effect of change in accounting
principle
|
|
$
|
5.61
|
|
|
$
|
3.61
|
|
|
$
|
0.24
|
|
|
$
|
(3.90
|
)
|
|
$
|
(0.82
|
)
|
|
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
(0.02
|
)
|
|
|
|
|
|
|
(0.02
|
)
|
|
|
|
|
|
|
|
Diluted net income (loss) per common share
|
|
$
|
5.61
|
|
|
$
|
3.59
|
|
|
$
|
0.24
|
|
|
$
|
(3.92
|
)
|
|
$
|
(0.82
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions except per share amounts and ratios)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the Years Ended December 31,
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
|
|
Dividends declared per common share
|
|
$
|
0.43
|
|
|
$
|
0.28
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.66
|
|
|
|
|
Ratio of earnings to fixed charges
|
|
|
18.1x
|
|
|
|
6.5x
|
|
|
|
1.4x
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital
|
|
$
|
1,344.8
|
|
|
$
|
926.1
|
|
|
$
|
670.2
|
|
|
$
|
350.5
|
|
|
$
|
454.5
|
|
|
|
|
Total assets
|
|
|
3,280.5
|
|
|
|
2,729.9
|
|
|
|
2,315.4
|
|
|
|
1,903.6
|
|
|
|
2,094.3
|
|
|
|
|
Long-term debt
|
|
|
529.9
|
|
|
|
547.0
|
|
|
|
553.3
|
|
|
|
504.3
|
|
|
|
509.4
|
|
|
|
|
Total debt
|
|
|
553.6
|
|
|
|
560.4
|
|
|
|
582.7
|
|
|
|
532.1
|
|
|
|
519.1
|
|
|
|
|
Cash and cash equivalents
|
|
|
502.3
|
|
|
|
362.7
|
|
|
|
250.8
|
|
|
|
79.6
|
|
|
|
59.4
|
|
|
|
|
Stockholders equity
|
|
|
1,502.9
|
|
|
|
808.0
|
|
|
|
431.4
|
|
|
|
178.6
|
|
|
|
452.4
|
|
|
|
2
Net income for 2005 included a $20.9 million net special gain, which included the tax benefit
associated with the reversal of the Companys remaining valuation allowance for U.S. Federal net
deferred tax assets of $44.9 million, partially offset by asset impairments and charges related to
legal matters of $22.0 million, and a $2.0 million charge, reported as a cumulative effect
accounting change, net of tax, for conditional asset retirement obligations. Net income in 2004 was
favorably impacted by a curtailment gain, net of restructuring costs, of $40.4 million. We did not
recognize an income tax provision or benefit in 2004 primarily as a result of the uncertainty
regarding full utilization of the net deferred tax asset and available operating loss
carryforwards. Net income (loss) in 2003 was adversely affected by restructuring and litigation
charges of $84.9 million and a $138.5 million charge to record a valuation allowance for the
majority of the Companys net deferred tax assets, and restructuring charges of $42.8 million in
2002.
Stockholders equity for 2006 includes a $47 million net increase to adjust pension and other
postretirement liabilities in accordance with adopting Statement of Financial Accounting Standards
No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, and an
$81 million increase for the tax benefit on stock-based compensation. Stockholders equity for 2005
includes a $36 million reduction to adjust the minimum pension liability, and a $25 million
increase for the tax benefit on stock-based compensation. Stockholders equity for 2004 includes
$229.7 million in net proceeds from a common stock offering, and a $2 million increase to adjust
the minimum pension liability. Stockholders equity for 2003 includes the effect of recognizing a
$138.5 million valuation allowance on net deferred tax assets and a $47 million increase to adjust
the minimum pension liability, net of related tax effects. Stockholders equity for 2002 includes
the effect of recognizing a minimum pension liability of $406 million, net of related tax effects.
For purposes of determining the ratio of earnings to fixed charges, earnings include pre-tax
income plus fixed charges (excluding capitalized interest). Fixed charges consist of interest on
all indebtedness (including capitalized interest) plus that portion of operating lease rentals
representative of the interest factor (deemed to be one-third of operating lease rentals). For the
years ended December 31, 2003 and 2002, fixed charges exceeded earnings by $280.7 million and
$100.7 million, respectively.
The Company adopted Financial Accounting Standards Board Interpretation No. 47, Accounting
for Conditional Asset Retirement Obligations (FIN 47), an interpretation of Statement of
Financial Accounting Standards No. 143, Asset Retirement Obligations (SFAS 143) in the 2005
fourth quarter. The cumulative effect of adoption of FIN 47 was $2.0 million net of related tax
effects, or $0.02 per share. The Company adopted SFAS 143 on January 1, 2003. The cumulative effect
of adoption of SFAS 143 was $1.3 million net of related tax effects, or $0.02 per share. The
effects on prior years financial information were not material.
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Certain statements contained in this Managements Discussion and Analysis of Financial Condition
and Results of Operations are forward-looking statements. Actual results or performance could
differ materially from those encompassed within such forward-looking statements as a result of
various factors, including those described below.
Overview of 2006 Financial Performance
ATIs 2006 performance was a record year for sales, segment operating profit, and earnings per
share. Net income for the full year 2006 increased 58% to $574.1 million, or $5.61 per share,
compared to $362.4 million, or $3.59 per share, for 2005. For 2006, return on capital employed was
34.4%, and return on stockholders equity was 49.7%. Sales increased 39% to $4.94 billion for 2006
as higher base-selling prices, the effect of raw material surcharges, and higher shipments for most
of our major products resulted from improved business conditions in most of the major markets we
serve. Our continued growth is being driven by strong and increasing demand from the aerospace and
defense market and increasing demand from those markets that are vital to the building and
rebuilding of the global infrastructure. For 2006, 30% of our sales were to the aerospace and
defense market, 19% to the chemical process industry and oil and gas markets, 11% to the electrical
energy market, and 3% to the medical market. These major high-value markets represented 63% of
ATIs 2006 sales.
In our High Performance Metals segment, year-over-year sales increased 45% to $1.81 billion
due primarily to continuing strong demand from the aerospace and defense, medical, and oil and gas
markets for our titanium alloys, nickel-based alloys and superalloys, and vacuum melted specialty
alloys, and continued strong demand for our exotic materials, especially from the aerospace and
defense, chemical process industry, and electrical energy markets. Operating profit for the High
Performance Metals segment improved to $657.2 million, a 96% increase compared to 2005, due
primarily to the improved pricing and increased shipments resulting from increased demand and
benefits from our gross cost reduction efforts, partially offset by the impact on the LIFO
inventory accounting methodology from rising raw material costs.
3
In our Flat-Rolled Products segment, sales increased 42% to $2.70 billion due primarily to
strong demand for our products from the global chemical process industry, electrical energy, and
oil and gas markets, and good demand from construction, appliance and automotive markets. This
improvement in demand, combined with higher base prices for most of the Flat-Rolled Products
segment products and the benefits from our gross cost reduction efforts, more than offset the
significant negative impact of the LIFO inventory accounting methodology from rising raw material
costs, and resulted in an operating profit for this segment of $348.0 million, a 126% improvement
compared to 2005.
Results for our Engineered Products segment also improved, as sales increased to $432.7
million, or 10%, compared to 2005, and operating profit increased to $56.7 million, a 19% increase,
due to improved demand from the oil and gas, construction and mining, aerospace and defense, power
generation, and transportation markets, plus benefits from our gross cost reduction actions.
Total segment operating profit increased to $1.06 billion, an increase of $525.2 million
compared to 2005. This significant improvement in segment profitability was achieved after LIFO
inventory valuation reserve charges of $197.0 million, due primarily to higher overall raw material
costs, which was partially offset by the benefits of $141 million in gross cost reductions across
the Company.
During 2006, we continued to enhance our leading market positions, reduce costs, and improve
our balance sheet. We also realized continued success in implementing the ATI Business System,
which is driving lean manufacturing throughout our operations. Our accomplishments during 2006 from
these important efforts included:
|
|
|
We continued to grow our global market presence as direct
international sales reached a record $1.17 billion, or 24% of total
sales, an increase of $300.7 million compared to 2005. During 2006, we
realigned our European sales and distribution organization to better
support our customer needs and the distribution of ATIs products.
|
|
|
|
|
|
We continued to build a foundation for further profitable growth.
During 2006, we entered into long-term agreements with aerospace and
defense customers to supply them with titanium and nickel-based
superalloys.
|
|
|
|
The commercial aerospace markets use of titanium is expected to increase significantly as new
aircraft airframe production is utilizing a larger percentage of titanium material. For example,
the new Boeing 787 Dreamliner airframe (excluding engines), which is expected to be put into
service beginning in 2008, will utilize approximately 250,000 pounds (buy weight) of titanium
alloys per aircraft, a significant increase over any previous commercial aircraft airframe. The
new aircraft designs from Airbus, the A380 and A350-XWB, and from defense contractors are also
expected to utilize a greater percentage of titanium. Given the significant backlog and
development plans by the aircraft manufacturers, this increasing demand for titanium alloys is
expected to last into the next decade.
|
|
|
|
We significantly increased self-funded strategic capital investments in our businesses to
support the growth in our markets, especially for titanium and titanium alloys, nickel-based
alloys and superalloys, and vacuum melted specialty alloys. The major strategic capital
projects include:
|
|
|
|
|
A significant upgrade to and restarting of our titanium sponge facility in Albany, OR at
a total capital investment of approximately $100 million, including the announced expansion
in February 2007. Titanium sponge is an important raw material used to produce our titanium
mill products. The annual production of titanium sponge from our Albany, OR facility will
ramp up through the first half of 2007 when it will reach an annualized production rate of
approximately 16 million pounds, and will reach approximately 20 million pounds of
annualized production by the second half of 2008 when all phases are completed.
|
|
|
|
|
|
|
The design and construction of a greenfield premium-grade titanium sponge facility in
Rowley, UT, which will be the first greenfield titanium sponge facility built in the U.S. in
over thirty years. The updated estimate of the cost of this facility is expected to be $425
to $450 million, including engineering and design for future expansion. Titanium sponge
production from the Rowley UT facility is expected to begin in late 2008 and reach an
initial annualized production rate of approximately 24 million pounds in 2009. When the
Oregon and Utah facilities are operational in 2009, our total annual titanium sponge
production capacity is expected to be approximately 44 million pounds, and is intended to
supplement our purchased titanium sponge and purchased titanium scrap requirements.
|
|
|
|
|
|
|
The design and construction of a $215 million titanium alloys and nickel-based alloys and
superalloy forging facility in the Carolinas. This new facility, which is expected to be
constructed in phases through 2009, will include a new 10,000 ton press
|
4
|
|
|
|
forge and a new 700mm rotary forge, both of which will be the largest of their kind in the
world for producing these types of alloys. It will also include billet conditioning and
finishing equipment. We will also add our fourth Plasma Arc Melt (PAM) furnace for cold
hearth melting premium titanium alloys, primarily for aeroengine rotating-quality
applications, and we will build additional vacuum arc remelt (VAR) capacity to support
premium nickel-based superalloy and titanium growth. These investments are expected to
commence production in phases through 2009.
|
|
|
|
|
A $60 million upgrade and expansion of our titanium and titanium alloys, nickel-based
alloys, stainless steel, and specialty alloys plate finishing facility in Washington, PA.
This upgrade and expansion is expected to be completed in 2008.
|
|
|
|
|
|
|
A significant expansion of our capability to produce ammonium paratungstate (APT), a
raw material used in the production of tungsten powder and tungsten materials in our
Engineered Products segment. This investment is expected to position ATI to be
self-sufficient for APT, by producing this important raw material from scrap at a much lower
cost than purchased APT. The full benefit of this expansion is expected to be realized
beginning in the first half of 2007.
|
|
|
|
|
|
|
Our Chinese joint venture company known as Shanghai STAL Precision Stainless Steel
Company Limited (STAL), in which ATI has a 60% interest, commenced an expansion of its
Precision Rolled Strip operations in Shanghai, China. This expansion is expected to more
than triple STALs precision rolling and slitting capacity when fully operational in 2009.
|
|
|
|
We realized strong cash generation in 2006. Cash on hand at the end of
2006 was $502.3 million, an increase of $140 million compared to the
end of 2005. This increase in cash is after investing $534 million in
managed working capital due primarily to higher business activity,
$238 million in capital expenditures, $100 million in a voluntary cash
contribution to our U.S. qualified defined benefit pension plan, and
$43 million in dividend payments.
|
|
|
|
|
|
We continued to strengthen our balance sheet. Our net debt to total
capitalization improved to 3.3% at December 31, 2006, compared to
19.7%, 43.5% and 71.7% at year-end 2005, 2004 and 2003, respectively.
At the end of 2006, our U.S. qualified defined benefit pension plan
was essentially fully funded. This is significant as the previous
funded status of the plan had a significant negative impact on our
balance sheet. As a result of the improvement in funding status, total
retirement benefit expense is expected to decline by $50 million in
2007, compared to 2006.
|
|
|
|
|
|
We continued to realize significant improvement in safety across ATIs
operations. As a result of our continuing focus on and commitment to
safety, in 2006 our OSHA Total Recordable Incident Rate improved by
19% and our Lost Time Case Rate improved by 42%, both compared to
2005.
|
|
|
|
|
|
We realized continued success from the ATI Business System, which is
driving lean manufacturing throughout our operations. In addition to
$141 million in gross cost reductions achieved in 2006, which was $41
million higher than our 2006 goal of $100 million, and the improved
safety performance discussed above, another result of our ATI Business
System efforts was the continuing improvement in managed working
capital. We define managed working capital as accounts receivable and
gross inventories less accounts payable. At December 31, 2006, managed
working capital improved to 29.0% of annualized sales compared to
30.3% at 2005 year-end.
|
|
|
|
|
|
With the continuing strength in our major end markets and confidence
in ATIs ability to continue to generate strong cash flow over the
next several years, the Board of Directors increased the quarterly
dividend by 30% to $0.13 per share in December 2006. This is the
second consecutive year the Board has significantly increased the
dividend.
|
As a result of these accomplishments, we believe that the foundation has been set for further
profitable growth in 2007 and beyond. Our businesses are positioned to continue to deliver
outstanding operational performance. We have several major long-term customer supply agreements in
place, and ATIs presence and sales are growing around the world. Our strategic capital projects
are expected to contribute significant growth with very good returns beginning in 2007. To achieve
additional growth and to meet the demands for our products from the global markets we serve, we
plan $450 to $500 million of self-funded capital investments in 2007, approximately 70% of which is
related to the previously announced strategic growth projects discussed above. We expect strong
cash flow in 2007 to support this level of investment. We remain dedicated to our disciplined plan
and vision of
Building the Worlds Best Specialty Metals Company
.
Results of Operations
5
Sales were $4.94 billion in 2006, $3.54 billion in 2005 and $2.73 billion in 2004. Direct
international sales represented approximately 24% of 2006 sales, 25% of 2005 sales and 20% of 2004
sales.
Segment operating profit was $1.06 billion in 2006, $536.7 million in 2005, and $169.6 million
in 2004. Our measure of segment operating profit, which we use to analyze the performance and
results of our business segments, excludes income taxes, corporate expenses, net interest expense,
retirement benefit expense, other costs net of gains on asset sales, curtailment gains and
restructuring costs, if any. We believe segment operating profit, as defined, provides an
appropriate measure of controllable operating results at the business segment level.
Income before tax and the cumulative effect of change in accounting principle was $872.6
million in 2006, $311.1 million in 2005, and $22.3 million in 2004. For 2005, income before tax
included a restructuring charge of $23.9 million for asset impairments and a charge of $12.6
million for legal matters. Income before tax for 2004 included a curtailment gain, net of
restructuring charges, of $40.4 million.
Income before the cumulative effect of change in accounting principle was $574.1 million for
2006, $364.4 million for 2005, and $21.4 million for 2004. Net income for 2005 included a $20.9
million net special gain, which included a tax benefit associated with the reversal of the
Companys remaining valuation allowance for U.S. Federal net deferred tax assets, partially offset
by asset impairments charges in the Flat-Rolled Products segment, charges for legal matters, and
the cumulative effect of adopting a new accounting principle for conditional asset retirement
obligations. Results for 2004 did not include an income tax provision or benefit for current or
deferred taxes primarily as a result of the uncertainty regarding full utilization of our net
deferred tax assets and available operating loss carryforwards. Net income for 2004 included a
curtailment gain, net of restructuring costs of $40.4 million, related to the elimination of
retiree medical benefits for certain non-collectively bargained employees beginning in 2010, and
costs associated with the acquisition of the J&L assets and the 2004 labor agreement.
We operate in three business segments: High Performance Metals, Flat-Rolled Products and
Engineered Products. These segments represented the following percentages of our total revenues and
segment operating profit for the years indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
Operating
|
|
|
|
|
|
Operating
|
|
|
|
|
|
Operating
|
|
|
|
Revenue
|
|
Profit
|
|
Revenue
|
|
Profit
|
|
Revenue
|
|
Profit
|
|
High Performance Metals
|
|
|
37
|
%
|
|
|
62
|
%
|
|
|
35
|
%
|
|
|
62
|
%
|
|
|
29
|
%
|
|
|
51
|
%
|
|
|
|
|
|
Flat-Rolled Products
|
|
|
54
|
%
|
|
|
33
|
%
|
|
|
54
|
%
|
|
|
29
|
%
|
|
|
60
|
%
|
|
|
37
|
%
|
|
|
|
|
|
Engineered Products
|
|
|
9
|
%
|
|
|
5
|
%
|
|
|
11
|
%
|
|
|
9
|
%
|
|
|
11
|
%
|
|
|
12
|
%
|
|
|
|
|
Information with respect to our business segments is presented below and in Note 10 of the
Notes to Consolidated Financial Statements.
High Performance Metals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
2006
|
|
% Change
|
|
2005
|
|
% Change
|
|
2004
|
|
|
|
Sales to external customers
|
|
$
|
1,806.6
|
|
|
|
45
|
%
|
|
$
|
1,246.0
|
|
|
|
57
|
%
|
|
$
|
794.1
|
|
|
|
|
Operating profit
|
|
|
657.2
|
|
|
|
96
|
%
|
|
|
335.1
|
|
|
|
290
|
%
|
|
|
86.0
|
|
|
|
|
Operating profit as a percentage of sales
|
|
|
36.4
|
%
|
|
|
|
|
|
|
26.9
|
%
|
|
|
|
|
|
|
10.8
|
%
|
|
|
|
Direct international sales as a percentage of sales
|
|
|
31.5
|
%
|
|
|
|
|
|
|
32.6
|
%
|
|
|
|
|
|
|
32.5
|
%
|
|
|
Our High Performance Metals segment produces, converts and distributes a wide range of high
performance alloys, including titanium and titanium-based alloys, nickel- and cobalt-based alloys
and superalloys, exotic alloys such as zirconium, hafnium, niobium, nickel-titanium, and their
related alloys, and other specialty metals, primarily in long product forms such as ingot, billet,
bar, rod, wire, shapes and rectangles, and seamless tube. These products are designed for the high
performance requirements of such major end markets as aerospace and defense, chemical process
industry, oil and gas, medical and electrical energy. The operating units in this segment are ATI
Allvac, ATI Allvac Ltd (U.K.) and ATI Wah Chang.
2006 Compared to 2005
Sales for the High Performance Metals segment for 2006 were $1.81 billion, or 45% higher than 2005,
due primarily to increased volume and higher average selling prices for most of our products driven
by strong demand from the aerospace and defense, medical, oil and gas, chemical process industry, and electrical energy markets. Comparative information on
the segments products for the years ended December 31, 2006 and 2005 was:
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
2006
|
|
2005
|
|
% Change
|
|
|
|
Volume (000s lbs.):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nickel-based and specialty steel alloys
|
|
|
42,873
|
|
|
|
39,939
|
|
|
|
7
|
%
|
|
Titanium mill products
|
|
|
27,361
|
|
|
|
24,882
|
|
|
|
10
|
%
|
|
Exotic alloys
|
|
|
4,304
|
|
|
|
4,018
|
|
|
|
7
|
%
|
|
|
|
Average Prices (per lb.):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nickel-based and specialty steel alloys
|
|
$
|
14.35
|
|
|
$
|
11.25
|
|
|
|
28
|
%
|
|
Titanium mill products
|
|
$
|
33.83
|
|
|
$
|
22.75
|
|
|
|
49
|
%
|
|
Exotic alloys
|
|
$
|
40.39
|
|
|
$
|
40.38
|
|
|
|
|
%
|
|
|
Aerospace represents a significant market for our High Performance Metals segment, especially
for premium quality specialty metals used in the manufacture of jet engines for the original
equipment and spare parts markets. In addition, we are becoming a larger supplier of specialty
metals used in airframe construction. In January 2007, we announced a long-term sourcing agreement
with GE Aviation for the supply of premium titanium, nickel-based superalloy, and vacuum-melted
specialty alloy products for commercial and military jet engine applications. Total revenues under
this agreement plus Allvacs direct sales to GE Aviation for the period 2007 through 2011 may
exceed $2 billion. In addition, in October 2006 we announced a long-term agreement with The Boeing
Company to supply titanium products for the Boeing 787 Dreamliner and other Boeing aircraft
airframes. Total revenues under this contract are valued at approximately $2.5 billion for the
years 2007 through 2015. This long-term agreement includes both long-product forms which are
manufactured within the High Performance Metals segment, and a significant amount of plate products
which are manufactured utilizing assets of both the High Performance Metals and Flat-Rolled
Products segments. Revenues and profits associated with these mill products covered by the
long-term agreement are included primarily in the results for the High Performance Metals segment.
The demand from the aerospace market has recovered from the decline after the effect of the tragedy
of September 11, 2001. Annually, revenue passenger miles and freight miles have increased 9.7% and
7.3%, respectively, since 2003, according to the International Civil Aviation Organization (ICAO).
The ICAO expects this growth trend to continue at over 6% annually well into the next decade based
on the demand for passenger and freight travel from developing economies, especially in Asia and
the Middle East, and continuing economic growth in the rest of the world. Commercial and military
jet aircraft deliveries of new aircraft have increased 8.4% annually since 2003. Independent
forecasts from both Airline Monitor and Forecast International project continuing growth of
commercial and military jet aircraft deliveries into the next decade. Due to manufacturing cycle
times, demand for our specialty metals leads the deliveries of new aircraft by 12 to 18 months. In
addition, as our specialty metals are used in jet engines, demand for our products for spare parts
is impacted by aircraft flight activity and engine refurbishment requirements of U.S. and foreign
aviation regulatory authorities.
Airline Miles Revenue Passenger
(Worldwide, per year)
(GRAPH)
Airline Miles Revenue Passenger
(Worldwide, per year)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70
|
|
75
|
|
80
|
|
85
|
|
90
|
|
95
|
|
00
|
|
05
|
|
06
|
|
Revenue Passenger Miles (Billions)
|
|
|
286
|
|
|
|
433
|
|
|
|
677
|
|
|
|
850
|
|
|
|
1177
|
|
|
|
1397
|
|
|
|
1875
|
|
|
|
2310
|
|
|
|
2455
|
|
Source: International Civil Aviation Organization 25
Airline Miles Freight
(Worldwide, per year)
(GRAPH)
Airline Miles Freight
(Worldwide, per year)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70
|
|
75
|
|
80
|
|
85
|
|
90
|
|
95
|
|
00
|
|
05
|
|
06
|
|
Freight Ton-Miles (Billions)
|
|
|
16
|
|
|
|
15
|
|
|
|
23
|
|
|
|
30
|
|
|
|
44
|
|
|
|
61
|
|
|
|
85
|
|
|
|
98
|
|
|
|
105
|
|
Source: International Civil Aviation Organization
7
Commercial & Military Jet Aircraft Build Rate and Forecast
(Worldwide, per year)
(CHART)
Source: Airline Monitor, Forecast International
Commercial & Military Jet Aircraft Build Rate and Forecast
(Worldwide, per year)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1996
|
|
1997
|
|
1998
|
|
1999
|
|
2000
|
|
2001
|
|
2002
|
|
2003
|
|
2004
|
|
2005
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
Boeing deliveries
|
|
|
271
|
|
|
|
374
|
|
|
|
563
|
|
|
|
620
|
|
|
|
491
|
|
|
|
527
|
|
|
|
381
|
|
|
|
281
|
|
|
|
285
|
|
|
|
290
|
|
|
|
398
|
|
|
|
445
|
|
|
|
518
|
|
|
|
561
|
|
|
|
620
|
|
|
Airbus deliveries
|
|
|
126
|
|
|
|
182
|
|
|
|
229
|
|
|
|
294
|
|
|
|
311
|
|
|
|
325
|
|
|
|
303
|
|
|
|
305
|
|
|
|
320
|
|
|
|
378
|
|
|
|
434
|
|
|
|
492
|
|
|
|
519
|
|
|
|
525
|
|
|
|
585
|
|
|
Regional jet del.
|
|
|
54
|
|
|
|
92
|
|
|
|
137
|
|
|
|
193
|
|
|
|
293
|
|
|
|
325
|
|
|
|
300
|
|
|
|
308
|
|
|
|
309
|
|
|
|
260
|
|
|
|
169
|
|
|
|
175
|
|
|
|
163
|
|
|
|
164
|
|
|
|
145
|
|
|
Military A/C del.
|
|
|
129
|
|
|
|
193
|
|
|
|
205
|
|
|
|
175
|
|
|
|
130
|
|
|
|
113
|
|
|
|
128
|
|
|
|
160
|
|
|
|
243
|
|
|
|
243
|
|
|
|
268
|
|
|
|
253
|
|
|
|
232
|
|
|
|
253
|
|
|
|
249
|
|
|
|
|
|
|
Total deliveries
|
|
|
580
|
|
|
|
841
|
|
|
|
1,134
|
|
|
|
1,282
|
|
|
|
1,225
|
|
|
|
1,290
|
|
|
|
1,112
|
|
|
|
1,054
|
|
|
|
1,157
|
|
|
|
1,171
|
|
|
|
1,269
|
|
|
|
1,365
|
|
|
|
1,432
|
|
|
|
1,503
|
|
|
|
1,599
|
|
High Performance Metals segment operating profit for 2006 increased due to higher volume
and pricing, and also improved due to product mix. Segment results in 2006 and 2005 were adversely
affected by higher raw material costs, which increased significantly in the past several years.
These higher costs, while largely recovered in product selling prices through raw material indices,
had a negative effect on cost of sales as a result of our LIFO inventory accounting methodology,
resulting in LIFO inventory valuation reserve charges of $49.4 million in 2006 and $46.0 million in
2005.
We continued to aggressively reduce costs in 2006. Gross cost reductions, before the effects
of inflation, totaled approximately $39 million. Major areas of gross cost reductions included $20
million from procurement, $15 million from operating efficiencies, and $3 million from salaried and
hourly labor cost savings.
To support our strategic growth initiatives in the High Performance Metals segment, in 2006 we
committed to significantly expand our manufacturing capabilities. Including projects announced in
2005, 2006 and to date in 2007, we will spend approximately $625 million in a multi-phase titanium
products expansion that is expected to yield 44 million pounds of annual titanium sponge production
capacity and increase ATIs annual titanium melt capacity by at least 25 million pounds. These
strategic titanium capital investments are designed to expand and enhance ATIs capacity and
capabilities to meet current and expected demand growth from the aerospace (both engine and
airframe), defense, chemical process industry, oil and gas, and medical markets. The expansion
includes the following phases:
|
|
|
The Phase I expansion of ATIs titanium production capabilities
was announced on July 15, 2005, and includes upgrading and
restarting ATIs titanium sponge facility in Albany, OR,
constructing a third Plasma Arc Melt (PAM) cold-hearth furnace in
Bakers, NC, adding three vacuum arc remelt (VAR) furnaces,
expanding high-value plate products capacity by 25%, and continued
upgrading of ATIs cold-rolling assets used in producing titanium
sheet and strip products. Phase I of our Albany, OR titanium
sponge facility is now fully operational with six new furnaces
producing at an annualized rate of approximately 8.0 million
pounds, and the additional VAR melt capacity began operations in
late 2006 and early 2007. The new PAM furnace is expected to begin
operations in the first quarter 2007. Plasma arc melting is a
superior cold-hearth melting process for making alloyed titanium
products for jet engine rotating parts, medical applications, and
other critical applications. VAR melting is a consumable electrode
re-melting process that improves the cleanliness and chemical
homogeneity of the alloys.
|
|
|
|
The Phase II expansion of ATIs titanium production capabilities
was announced on March 17, 2006, and includes additional titanium
sponge capacity at ATIs facility in Albany, OR, and an additional
VAR furnace at ATIs facility in Bakers, NC. We expect the
additional titanium sponge production capacity of approximately
4.0 million pounds annually from this phase to begin operation in
the first half of 2007. The additional VAR melt capacity is
expected to begin operation early in the third quarter 2007.
|
|
|
|
The Phase III expansion of ATIs titanium production capabilities
was announced on June 22, 2006, and includes additional titanium
sponge capacity and an additional VAR furnace at ATIs facility in
Albany, OR. The additional titanium sponge production capacity of
approximately 4.0 million pounds annually from this phase is
expected to be fully operational in the second half of 2007. As a
result of Phases I, II and III, we expect our annual titanium
sponge production capacity from the Albany facility to be
approximately 12 million pounds in 2007, expanding to
approximately 16 million pounds in 2008. The additional VAR melt
capacity is expected to begin operations in two stages, with the
first start-up in the second quarter of 2007 and the second stage
in the first quarter of 2008.
|
8
|
|
|
In June 2006, we announced the Phase IV expansion to our titanium
capabilities. Phase IV is a greenfield premium-grade titanium
sponge facility to be built in Rowley, UT with an annual capacity
of 24 million pounds. This investment, which is estimated at $425
to $450 million including engineering and design for future
expansion, is aimed at increasing our capacity to produce titanium
alloys for aerospace and defense applications. Premium-grade
sponge is essential for many aerospace applications, including
rotating quality titanium alloys used for new jet engines and
spare parts. We expect initial production of titanium sponge to
begin in the third quarter 2008 and grow to an initial annualized
rate of 24 million pounds in 2009.
|
|
|
|
In February 2007, we announced a further expansion of our Albany,
OR titanium sponge production capabilities. The additional
expansion of the Albany, OR facility will include four sponge
furnaces and related processing operations, and is expected to be
in service in the first half of 2008. This expansion is expected
to add another 4 million pounds of titanium sponge capacity
annually.
|
Upon the completion of these phases, ATIs internal titanium sponge annual capacity of
approximately 44 million pounds will be in addition to the amount of titanium sponge and titanium
scrap ATI purchases from external sources.
Additionally, in January 2007, we announced the expansion of our titanium and nickel-based
superalloy capabilities at facilities located in Bakers, NC. The purpose of the capital project is
to meet growing demand from the aerospace and defense (both jet engine and airframe), electrical
energy, medical, chemical process industry, and oil and gas markets. The total investment is
approximately $215 million, which is expected to be nearly evenly spread over the next three years.
ATI expects this self-funded project to be substantially completed by the end of 2009. The project
will include:
|
|
|
Additional forging capacity. ATI plans to add an integrated 10,000
ton press forge, 700mm rotary forge, conditioning, finishing, and
inspection facility to support increased forged product
requirements. The new forging capacity is expected to be
operational by the third quarter 2009. Forging is a hot-forming
process that produces wrought forging billet and forged machining
bar from an ingot.
|
|
|
|
A fourth PAM furnace to support premium titanium alloy growth
requirements. ATI expects this fourth PAM furnace to begin
production by the fourth quarter 2008.
|
|
|
|
Additional VAR capacity to support premium nickel-based superalloy
and titanium growth. ATI expects one new VAR to be in production
in the first quarter 2008. The remaining four VAR furnaces would
be installed as needed.
|
2005 Compared to 2004
Sales for the High Performance Metals segment increased 57% to $1.25 billion in 2005 primarily due
to continuing strong demand from the aerospace, defense, oil and gas, medical, and power generation
markets. Our exotic alloys business continued to benefit from demand from the aerospace, defense,
chemical processing, and medical markets. Operating profit for the High Performance Metals segment
improved significantly to $335.1 million as a result of increased shipments for most of our
products, higher selling prices, and the benefits of gross cost reductions. Comparative information
on the segments products for the years ended December 31, 2005 and 2004 was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
2005
|
|
2004
|
|
% Change
|
|
|
|
|