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)
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:
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 Board’s 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 Company’s 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 Company’s 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 Company’s 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 Management’s 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 Company’s 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 Management’s 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 Management’s 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. Management’s 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 (000’s 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 Company’s 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 Company’s 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. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain statements contained in this Management’s 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
ATI’s 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 ATI’s 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 ATI’s 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 market’s 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 STAL’s 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 ATI’s 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 ATI’s 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 ATI’s 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 World’s 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 Company’s 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 segment’s products for the years ended December 31, 2006 and 2005 was:

6

 

                         
For the Years Ended December 31,   2006   2005   % Change
 
Volume (000’s 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 Allvac’s 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

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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 ATI’s annual titanium melt capacity by at least 25 million pounds. These strategic titanium capital investments are designed to expand and enhance ATI’s 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 ATI’s titanium production capabilities was announced on July 15, 2005, and includes upgrading and restarting ATI’s 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 ATI’s 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 ATI’s titanium production capabilities was announced on March 17, 2006, and includes additional titanium sponge capacity at ATI’s facility in Albany, OR, and an additional VAR furnace at ATI’s 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 ATI’s titanium production capabilities was announced on June 22, 2006, and includes additional titanium sponge capacity and an additional VAR furnace at ATI’s 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, ATI’s 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 segment’s products for the years ended December 31, 2005 and 2004 was:
                         
For the Years Ended December 31,   2005   2004   % Change