SEC Company Response from ATI INC (ATI) (CIK 0001018963) (ATI) — Aug 13, 2013
ATI INC (ATI) (CIK 0001018963)
Date: Aug. 13, 2013 · CIK: 0001018963 · Accession: 0001193125-13-332252
AI Filing Summary & Sentiment
Reasoning
Referenced dates: August 1, 2013, July 8, 2013
Letter
United States Securities and Exchange Commission Division of Corporation Finance RE: Allegheny Technologies Incorporated Form 10-K for the year ended December 31, 2012 Filed February 28, 2013 File No. 1-12001
Dear Mr. O’Brien:
This letter sets forth our response to the letter dated August 1, 2013 from the Staff of the Securities and Exchange Commission with respect to the Form 10-K for the year ended December 31, 2012 (the “Comment Letter”) of Allegheny Technologies Incorporated (the “Company”).
Set forth below is the Company’s response to the comment set forth in the Comment Letter. For your convenience, the comment is reproduced in bold text below and is followed by the Company’s response.
Form 10-K for the year ended December 31, 2012
Management’s Discussion and Analysis, page 16
COMMENT NO. 1:
We have read your response to comment 2 in our letter dated July 8, 2013. Please provide the clarifying information included within the first paragraph of your response in future filings as applicable. We also remind you of the MD&A requirement to fully disclose material uncertainties. If the operating results of any of your businesses have been, or are expected to be, adversely impacted by known events, trends or circumstances then that fact would presumably create an uncertainty over the recoverability of the underlying assets. An example of one such uncertainty appears to have been represented by your active involvement in extended discussions, occurring prior to the impairment charge, concerning possible ventures or long-term supply agreements that were targeted at “new end markets.” The disclosure requirements include a clear explanation of the adverse events, trends and circumstances and a quantification of the carrying values of the assets that could become impaired by these adverse events, trends and circumstances. In this regard, we note the outlook provided in your second quarter 2013 earnings release. Please note the guidance in Item 303 of Regulation S-K and Sections 216 and 501.14 of the Financial Reporting Codification for your future filings.
Mr. Terence O’Brien
United States Securities and Exchange Commission
August 13, 2013
Page 2
RESPONSE:
We acknowledge the Staff’s comment and will provide disclosure in future filings within MD&A of any adverse events, trends and circumstances that could result in a material asset impairment in accordance with Item 303 of Regulation S-K and Sections 216 and 501.14 of the Financial Reporting Codification.
* * *
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
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CORRESP 1 filename1.htm CORRESP 1000 Six PPG Place Pittsburgh, PA 15222-5479 August 13, 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 Form 10-K for the year ended December 31, 2012 Filed February 28, 2013 File No. 1-12001 Dear Mr. O’Brien: This letter sets forth our response to the letter dated August 1, 2013 from the Staff of the Securities and Exchange Commission with respect to the Form 10-K for the year ended December 31, 2012 (the “Comment Letter”) of Allegheny Technologies Incorporated (the “Company”). Set forth below is the Company’s response to the comment set forth in the Comment Letter. For your convenience, the comment is reproduced in bold text below and is followed by the Company’s response. Form 10-K for the year ended December 31, 2012 Management’s Discussion and Analysis, page 16 COMMENT NO. 1: We have read your response to comment 2 in our letter dated July 8, 2013. Please provide the clarifying information included within the first paragraph of your response in future filings as applicable. We also remind you of the MD&A requirement to fully disclose material uncertainties. If the operating results of any of your businesses have been, or are expected to be, adversely impacted by known events, trends or circumstances then that fact would presumably create an uncertainty over the recoverability of the underlying assets. An example of one such uncertainty appears to have been represented by your active involvement in extended discussions, occurring prior to the impairment charge, concerning possible ventures or long-term supply agreements that were targeted at “new end markets.” The disclosure requirements include a clear explanation of the adverse events, trends and circumstances and a quantification of the carrying values of the assets that could become impaired by these adverse events, trends and circumstances. In this regard, we note the outlook provided in your second quarter 2013 earnings release. Please note the guidance in Item 303 of Regulation S-K and Sections 216 and 501.14 of the Financial Reporting Codification for your future filings. Mr. Terence O’Brien United States Securities and Exchange Commission August 13, 2013 Page 2 RESPONSE: We acknowledge the Staff’s comment and will provide disclosure in future filings within MD&A of any adverse events, trends and circumstances that could result in a material asset impairment in accordance with Item 303 of Regulation S-K and Sections 216 and 501.14 of the Financial Reporting Codification. * * * 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