ATI reported a loss from continuing operations attributable to ATI for the third quarter 2013 of US$28.4 million, or US$(0.27) per share, on sales of US$972 million. For the third quarter 2012, income from continuing operations attributable to ATI was US$31.3 million, or US$0.29 per share, on sales of US$1.13 billion.
 
Results from discontinued operations for the third quarter 2013 were a loss of US$5.4 million or US$(0.05) per share. As previously announced, discontinued operations include the tungsten materials business and the iron castings and fabricated components businesses, which were subject to an US$8.1 million after-tax, or US$(0.08) per share, charge associated with exiting these businesses. The sale of the tungsten materials business is expected to be completed in the fourth quarter 2013. For the third quarter 2013, net loss attributable to ATI was US$33.8 million, or US$(0.32) per share. For the third quarter 2012, net income attributable to ATI was US$35.3 million, or US$0.32 per share.
 
For the nine months ended 30 September 2013, the loss from continuing operations attributable to ATI was US$15.0 million, or US$(0.14) per share, on sales of US$3.13 billion. For the nine months ended 30 September 2012, income from continuing operations attributable to ATI was US$134.5 million, or US$1.21 per share, on sales of US$3.65 billion. Net loss attributable to ATI was US$19.4 million for the nine months ended 30 September 2013, or US$(0.18) per share, compared to net income of US$147.9 million, or US$1.32 per share, for the nine months ended 30 September 2012.
 
“Challenging conditions continued in the third quarter 2013, and we expect business conditions to remain challenging through the remainder of 2013,” said Rich Harshman, chairman, president and chief executive officer. “We are focused on taking the necessary actions to navigate the current challenging global economic conditions, while we continue to strengthen ATI’s position for future profitable growth. The restructuring actions announced last week represent an important part of this strategy.
 
“Gross cost reductions during the first nine months 2013 were US$123.4 million. This pace is well above our 2013 target ofUS$100 million in new cost reductions for the full year. These cost reductions are expected to benefit ATI operations as we move through 2014 and beyond. Managed working capital was reduced by US$122 million in the third quarter 2013 compared to the second quarter 2013, including a US$110 million reduction in gross inventory.
 
“We are in a solid liquidity position with cash on hand at the end of the third quarter of over US$535 million. There were no borrowings outstanding under our domestic borrowing facility, and none are contemplated in the fourth quarter 2013. We expect to significantly increase our liquidity and financial flexibility with the previously announced sale of our tungsten materials business for US$605 million. The transaction, which is subject to customary closing conditions and regulatory approvals, is expected to be completed during the fourth quarter 2013. As a result, we expect to record a significant gain in the fourth quarter 2013 from this transaction.
 
“Capital expenditures in the first nine months of 2013 were approximately US$395 million, including nearly US$320 million associated with the Hot-Rolling and Processing Facility (HRPF). We expect 2013 capital expenditures to be approximatelyUS$600 million, with 80% of this being associated with the HRPF. With the expected closing of the sale of the tungsten materials business in the fourth quarter, we expect to end 2013 with approximately US$1.4 billion of cash and available liquidity.
 
“Long-term market trends and fundamentals remain strong in the commercial aerospace, oil and gas, medical and automotive markets. However, short-term challenges continue in some of these global markets. During the third quarter 2013, jet engine destocking at OEMs, while beginning to show signs of stabilizing, continued to impact shipments of both mill products and forged and machined components in our High Performance Metals segment. Lackluster economic growth in the U.S. and Europe, resulting in excess supply of natural gas, has temporarily softened demand from the oil and gas market. Also, global economic uncertainties and slowing global GDP growth has reduced project-related demand for our Flat-Rolled Products segment industrial titanium and nickel-based and specialty alloy sheet and plate products. Finally, while the stainless steel sheet base-selling price increases announced for August and October 2013appear to be holding, the price increase effective August 1, 2013 did not have a significant impact on improving the profitability of these products in the third quarter as orders for most shipments were placed before the price increase took effect.”
 

• ATI’s sales to the key global markets of aerospace and defense, oil and gas/chemical process industry, electrical energy, and medical represented 69% of ATI first nine months 2013 sales:

• Key Global Markets    69%
• Medical                         5%
• Electrical energy            11%
• process industry            18%
• Oil & gas/chemical
• Aerospace & defense     35%

• Direct international sales represented 39% of ATI year-to-date 2013 sales.

 
High-value product sales represented approximately 77% of ATI first nine months 2013 sales. Sales of nickel-based alloys and specialty alloys represented 25% of first nine months 2013 sales. Sales of our titanium products, including Uniti joint venture conversion, represented 16% of ATI first nine months 2013 sales. Total titanium mill product shipments, including flat-rolled titanium products, were 9.7 million pounds in the third quarter 2013, bringing the first nine months total to 29.3 million pounds. Sales of precision forgings and castings represented approximately 13% of first nine months 2013 sales.
 
Segment operating profit in the third quarter 2013 was approximately US$28 million, or 2.8% of sales. On 14 October 2013, we announced the restructuring of our Engineered Products segment, including the integration of the previously standalone specialty steel forgings business into ATI Ladish’s forgings operations in the High Performance Metals segment, and the integration of our precision titanium and specialty alloy flat-rolled finishing business into ATI Allegheny Ludlum’s specialty plate business in the Flat-Rolled Products segment. Segment results for High Performance Metals and Flat-Rolled Products reflect these changes for all periods presented. The other businesses that comprised the Engineered Products segment are classified as discontinued operations, and are not reported within business segment results.
 
Operating profit in the High Performance Metals segment was 10.3% of sales and was negatively impacted by reduced operating rates, and reduced raw material surcharges due to continued falling raw material prices not being aligned with higher raw material costs due to long manufacturing cycles for many of our products. The segment’s operating profit was also reduced by our strategic decision to use ATI-produced titanium sponge rather than titanium scrap to manufacture certain titanium products, and pricing pressures on transaction, or spot, business. In addition, the segment was impacted by reduced demand from the jet engine aftermarket, aggressive inventory management in the aerospace supply chain, reduced demand for forgings from the construction and mining equipment market, and low demand for zirconium products from the nuclear energy and chemical processing industry markets.
 
Flat-Rolled Products segment operating loss for the third quarter 2013 was US$20.4 million, or (4.0%) of sales, reflecting the challenging market conditions for standard stainless and grain-oriented electrical steel products, pricing pressures on high-value products, including industrial grade titanium products, and lower overall demand for many of our high-value flat-rolled products due to global economic conditions resulting in a lack of project orders.
 
“While the short-term remains challenging in many of our end markets, we are confident in the strong profitable growth opportunities for ATI over the next 3 to 5 years,” Harshman continued. “We will continue to focus on taking actions to keep ATI strongly positioned to deliver on profitable growth opportunities. These actions include: negotiating new and extending existing long-term agreements with strategic customers; positioning our titanium sponge facility in Rowley, Utah for the premium-grade (PQ) qualification program; and completing construction of our game changing Flat-Rolled Products segment Hot-Rolling and Processing Facility (HRPF) to initiate and complete the cold- and hot-commissioning process in 2014.
 
“Last week we announced that we have extended and expanded our long-term titanium products supply agreement with Boeing, which better positions ATI to participate in Boeing’s significant growth into the next decade.
 
“In September 2013, an aero engine OEM customer visited our Rowley, Utah titanium sponge facility for an initial walkthrough as a precursor to the start of the PQ qualification of this facility. A key outcome from this visit was confirmation that we could begin the PQ process in October 2013. Although we have been operating the Rowley facility below capacity, we continue to reduce sponge production costs. Until the completion of the PQ process, we will continue to assess the optimal production rates at Rowley based on market demand for standard quality titanium products.
 
“An important part of ATI’s strategy with the US$1.2 billion investment in our new HRPF is to reengineer and transform our Flat-Rolled Products segment, and position this business as a significant profit contributor to ATI in the future. This project remains on schedule and on budget. In 2014, we plan to complete the cold- and hot-commissioning of the HRPF and position it to produce all of ATI’s flat-rolled specialty metals products beginning in 2015. This strategy will result in the idling of our existing outdated and non-competitive hot mills. The HRPF is designed to significantly expand our product offering capabilities, shorten manufacturing cycle times, reduce inventory requirements, and improve the cost structure and profitability of our flat-rolled products business.
 
Strategy and Outlook
“As we look ahead to the fourth quarter 2013, we are not seeing any significant signs of improvement in market conditions. Also, the debate about the U.S. debt ceiling and other fiscal policy issues continues to create uncertainties that negatively impact short-term consumer and business confidence. These issues may negatively impact demand from many of our shorter-cycle end markets at least through the end of the 2013, and possibly into 2014.
 
“In the short term, we plan to remain aggressive with our restructuring, cost reduction, and lean manufacturing efforts and align our cost structure, production, and inventory levels to the demands of our customers and end markets. Our goal is to accomplish this while remaining well-positioned to create value for our strategic customers and our stockholders and realize the expected growth in demand over the next 3 to 5 years from many of our key global markets.
 
“ATI’s unmatched diversification in specialty metals products, technology leadership, unsurpassed manufacturing capabilities, customer responsiveness, and increasingly competitive cost structure are key elements of our growth strategy. We continue to believe that market conditions remain favorable for long-term secular growth from our key global markets of aerospace, oil and gas/chemical process industry, electrical energy, and medical.”
 
Third Quarter 2013 Financial Results

• Sales for the third quarter 2013 decreased 14% to US$972 million compared to the third quarter 2012 as revenues continued to be impacted by lower base-selling prices for many of our products, falling raw material indices/surcharges, and decreased demand from the oil and gas/chemical process industry, jet engine aftermarket, electrical energy, and construction and mining markets. Compared to the third quarter 2012, sales decreased 19% in the High Performance Metals segment and 9% in the Flat-Rolled Products segment. Direct international sales for the first nine months of 2013 were 39% of total sales.
• Third quarter 2013 segment operating profit was US$27.6 million, or 2.8% of sales, compared to segment operating profit of US$113.5 million, or 10.0% of sales, for the third quarter 2012. The decreases in operating profit were primarily due to lower shipments associated with most of our high-value and standard products, lower base-selling prices for many products, and the impact of higher raw material costs for products with longer manufacturing cycle times not aligned with lower raw material indices/surcharges.
• Income (loss) from continuing operations attributable to ATI for the third quarter 2013 was a loss ofUS$28.4 million, or US$(0.27) per diluted share, compared to income of US$31.3 million, or US$0.29 per diluted share, in the third quarter 2012. Results for the third quarter 2013 includes US$(0.04) per share impact due to the effects of income taxes reported in domestic and foreign jurisdictions.
• Cash flow provided by operations was US$169.4 million in the third quarter 2013 and US$227.4 million for the first nine months of 2013. Managed working capital decreased US$86.2 million in the first nine months of 2013 in response to business conditions.
• Cash on hand at the end of the third quarter 2013 was US$535.7 million. During the first nine months of 2013, we invested US$395.5 million in capital expenditures, primarily related to the Flat-Rolled Products segment’s HRPF. In July 2013, we issued US$500 million of ten-year senior notes.
• Gross cost reductions, before the effects of inflation, were US$123.4 million in our continuing operations andUS$127.5 million Company-wide in the first nine months of 2013.

 
High Performance Metals Segment
Market Conditions

• Demand softened in the third quarter 2013 for many of our products compared to the second quarter 2013. Mill product shipments of titanium and titanium alloys were flat; nickel-based and specialty alloys decreased 9%, and zirconium and related alloys decreased 16%; sales of precision forgings and castings decreased 16% compared to the second quarter 2013. Sales in the third quarter 2013 to the aerospace market, the segment’s largest end market, decreased 11% compared to the second quarter 2013 due primarily to lower raw material surcharges/indices and continued aggressive supply chain inventory management in the jet engine market. Also, shorter lead times and available capacity has resulted in lower base-selling prices for certain transactional business. Direct international sales represented over 43% of total segment sales for the first nine months of 2013.

 
Third quarter 2013 compared to third quarter 2012

• Sales decreased 19% to US$463.9 million compared to the third quarter 2012 primarily as a result of lower mill product shipments of nickel-based and specialty alloys and titanium and titanium alloys, and a decrease in sales of precision forged and cast components due to lower demand from the jet engine, construction and mining, nuclear energy, and oil and gas markets. Sales of zirconium and related alloys were flat. In addition, lower raw material indices and lower base-selling prices negatively affected revenues.
• Segment operating profit decreased to US$48.0 million, or 10.3% of sales, compared to US$87.4 million, or 15.3% of sales, for the third quarter 2012. The decrease in operating profit primarily resulted from lower shipment volumes for most products, the impact of higher raw material costs for products with longer manufacturing cycle times not aligned with falling raw material indices, and lower base-selling prices for some products. Segment results were also impacted by the strategic decision to use ATI-produced titanium sponge rather than lower cost titanium scrap to manufacture certain titanium products.
• Gross cost reductions in the segment totaled US$77.5 million in the first nine months of 2013.

 
Flat-Rolled Products Segment
Market Conditions

• Demand was lower compared to the second quarter 2013 from the oil and gas/chemical process industry and automotive markets. Demand improved modestly in the construction and mining and electronics/computers/communications markets. Compared to the second quarter 2013, shipments decreased 2% for high-value products, which includes titanium, nickel-based alloys, Precision Rolled Strip® products, and grain-oriented electrical steel products. Third quarter 2013 Flat-Rolled Products segment titanium shipments, including Uniti joint venture conversion, were 3.4 million pounds, a 10% increase compared to the second quarter 2013. Shipments of standard stainless (sheet and plate) were 7% lower compared to the second quarter 2013. Direct international sales represented over 35% of total segment sales for the first nine months of 2013. Flat-Rolled Products segment shipment information is presented in the attached Selected Financial Data – Mill Products table.

 
Third quarter 2013 compared to third quarter 2012

• Sales decreased 9% compared to the third quarter 2012 to US$508.5 million, primarily due lower base-selling prices and lower raw material surcharges. Shipments of both standard stainless products and high-value products declined 1%. Average transaction prices for all products, which include surcharges, declined 8%. Average base-selling prices remain near historically low levels for standard stainless products.
• Segment operating results were a loss of US$20.4 million, or (4.0%) of sales, compared to segment operating profit of US$26.1 million, or 4.7% of sales, for the third quarter 2012, reflecting lower base-selling prices and margins for most products. Segment results were also impacted by the strategic decision to use ATI-produced titanium sponge rather than lower cost titanium scrap to manufacture certain titanium products for industrial markets.
• Gross cost reductions in the segment totaled US$45.9 million in the first nine months of 2013.

 
Other Expenses

• Corporate expenses for the third quarter 2013 were US$8.1 million, compared to US$14.9 million in the third quarter 2012. The decrease in corporate expenses was primarily the result of reduced annual and long-term performance-based incentive compensation expenses, and the result of a favorable litigation settlement.
• Interest expense, net of interest income, was US$18.2 million in the third quarter 2013, compared to US$17.2 million in the third quarter 2012. The increase in interest expense was primarily due to the US$500 million, 5.875% ten-year senior notes issued on July 12, 2013, partially offset by increased capitalized interest on major strategic projects.
• Capitalized interest on major strategic capital projects reduced interest expense by US$12.7 million for the third quarter 2013 compared to a reduction of US$6.6 million for the third quarter 2012, mainly related in both periods to the HRPF project.
• Other expenses, which include expenses related to closed operations, for the third quarter 2013 were US$2.1 million, compared to US$2.7 million in the year-ago period.

 
Retirement Benefit Expense

• Retirement benefit expense, which includes pension expense and other postretirement expense, increased to US$34.5 million in the third quarter 2013, compared to US$30.6 million in the third quarter 2012. This increase was due to the utilization of a lower discount rate to value retirement benefit obligations and increased expense for defined contribution plan other postretirement benefits.
• For the third quarter 2013, retirement benefit expense of US$26.9 million was included in cost of sales andUS$7.6 million was included in selling and administrative expenses. For the third quarter 2012, the amount of retirement benefit expense included in cost of sales was US$22.4 million and the amount included in selling and administrative expenses was US$8.2 million.

 
Income Taxes

• The third quarter 2013 benefit for income taxes on continuing operations was US$8.5 million, or 24.1% of the pre-tax loss, compared to the 2012 provision for income taxes on continuing operations of US$14.8 million, or 30.8% of income before tax. The third quarter 2013 included a lower than normal tax benefit, equal to an additional loss of US$(0.04) per share, due to the impacts of income taxes reported in both domestic and foreign jurisdictions.

 
Cash Flow, Working Capital and Debt

• Cash on hand was US$535.7 million at September 30, 2013, an increase of US$231.1 million from year-end 2012.
• Cash flow provided by operations for the first nine months of 2013 was US$227.4 million and included a reduction of US$86.2 million in managed working capital.
• The decrease in managed working capital resulted from a US$171.0 million decrease in inventory, partially offset by a US$76.7 million decrease in accounts payable and an US$8.1 million increase in accounts receivable.
• At September 30, 2013, managed working capital was 44.5% of annualized total ATI sales, including discontinued operations, compared to 41.1% of annualized sales at year-end 2012. We define managed working capital as accounts receivable plus gross inventories less accounts payable.
• Cash used in investing activities was US$394.7 million in the first nine months of 2013 and consisted primarily of capital expenditures associated with the Flat-Rolled Products segment’s HRPF.
• Cash provided by financing activities was US$398.4 million in the first nine months 2013, and included net proceeds of US$494.8 million from the US$500 million of senior notes issued on July 12, 2013, partially offset by dividend payments to stockholders of US$57.7 million, dividend payments to noncontrolling interests of US$18.0 million, and repayments on other indebtedness of US$17.1 million.
• Net debt as a percentage of total capitalization was 36.6% at the end of the third quarter 2013 compared to 32.2% at the end of 2012. Total debt to total capital was 44.3% at September 30, 2013, compared to 37.4% at the end of 2012.
• There were no borrowings outstanding under ATI’s US$400 million unsecured domestic borrowing facility, although a portion of the letters of credit capacity was utilized.