1000 Six PPG Place
Pittsburgh, PA 15222-5479
October 9, 2013
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street N.E.
Washington, D.C. 20549-7010
Attn: Terence O’Brien
| RE: | Allegheny Technologies Incorporated |
File No. 1-12001
Dear Mr. O’Brien:
This letter sets forth our response to the letter (the “Comment Letter”) dated September 25, 2013 from the Staff of the Securities and Exchange Commission with respect to Allegheny Technologies Incorporated (the “Company”).
Set forth below are the Company’s responses to the comments set forth in the Comment Letter. For your convenience, each comment is reproduced below and is followed by the Company’s response.
Form 10-Q for the period ended June 30, 2013
Note 11. Financial Information for Subsidiary and Guarantor Parent, page 16
| 1. | We have read your response to comment 1 in our letter dated August 22, 2013. You have indicated that all lending and repayment activities to and from the parent and its subsidiaries are classified as financing activities in the condensed statements of cash flows. However, these lending activities appear to be investing activities by the entities making such loans or advances, as described in paragraphs 11-13 of ASC 230-10-45. Please explain or revise the presentation in future filings accordingly. |
RESPONSE:
In future filings, we will revise our presentation of the parent and its subsidiaries to classify lending activities as investing activities.
| 2. | You have also told us that in future filings you will measure materiality for determining separate disclosure of intercompany balances. Please quantify for us the intercompany asset and intercompany liability balances for the two quarters of 2013 and the last three years. |
RESPONSE:
The table below quantifies the intercompany asset and intercompany liability balances at December 31, 2010, 2011 and 2012, and the quarters ended March 31 and June 30, 2013.
Mr. Terence O’Brien
United States Securities and Exchange Commission
October 9, 2013
Page 2
Net intercompany asset (liability) balances (in millions):
| Fiscal Period |
Guarantor Parent | Subsidiary | Non-guarantor Subsidiaries |
|||||||||
| December 31, 2010 |
$ | (1,156.9 | ) | $ | 1,286.6 | $ | (129.7 | ) | ||||
| December 31, 2011 |
(916.4 | ) | 1,302.0 | (385.6 | ) | |||||||
| December 31, 2012 |
(1,073.4 | ) | (416.6 | ) | 1,490.0 | |||||||
| March 31, 2013 |
(990.3 | ) | (554.9 | ) | 1,545.2 | |||||||
| June 30, 2013 |
(1,076.9 | ) | (656.8 | ) | 1,733.7 | |||||||
* * *
The Company acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the filing, (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing, and (iii) it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact the undersigned, Patrick J. DeCourcy at (412) 395-3057 with any questions or comments.
Very truly yours,
/s/ Patrick J. DeCourcy
Patrick J. DeCourcy
Interim Chief Financial Officer
cc: Elliot S. Davis