Delaware

1-16811

25-1897152

(State or other

jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

600 Grant Street, Pittsburgh, PA

15219-2800

(Address of principal executive offices)

(Zip Code)

(412) 433-1121

(Registrant’s telephone number,

including area code)

PART I - FINANCIAL INFORMATION

Item 1.

Item 2.

Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures about
Market Risk

Item 4.

PART II - OTHER INFORMATION

Item 1.

Item 5.

Item 6.

                         SIGNATURE

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Net sales:

Net sales

Net sales to related parties

Total

Operating expenses (income):

Cost of sales (excludes items shown below)

Selling, general and administrative expenses

Depreciation, depletion and amortization (Note 6)

Income from investees

Net gains on disposal of assets (Note 7)

Other income, net (Note 8)

Total

Income from operations

Net interest and other financial costs (Note 9)

Income before income taxes, minority interests and cumulative effect of change in accounting principle

Income tax provision (Note 10)

Minority interests

Income before cumulative effect of change in accounting principle

Cumulative effect of change in accounting principle, net of tax (Note 15)

Net income

Dividends on preferred stock

Net income applicable to common stock

Income per common share (Note 11):

Income before cumulative effect of change in accounting principle per share:

- Basic

- Diluted

Cumulative effect of change in accounting principle, net of tax:

- Basic

- Diluted

Net income per share:

- Basic

- Diluted

Weighted average shares, in thousands:

- Basic

- Diluted

Dividends paid per share

Assets

Current assets:

Cash and cash equivalents

Receivables, less allowance of $90 and $100 (Note 15)

Receivables from related parties (Note 18)

Inventories (Note 12)

Deferred income tax benefits (Note 10)

Other current assets

Total current assets

Investments and long-term receivables, less allowance of $4 and $4

Long-term receivables from related parties (Note 18)

Property, plant and equipment - net (Note 6)

Pension asset

Intangible assets, less amortization of $18 and $16

Deferred income tax benefits (Note 10)

Other noncurrent assets

Total assets

Liabilities

Current liabilities:

Accounts payable

Accounts payable to related parties (Note 18)

Bank checks outstanding

Payroll and benefits payable

Accrued taxes (Note 10)

Deferred income tax liabilities (Note 10)

Accrued interest

Long-term debt due within one year (Note 13)

Total current liabilities

Long-term debt, less unamortized discount (Note 13)

Deferred income tax liabilities (Note 10)

Employee benefits

Deferred credits and other liabilities

Total liabilities

Contingencies and commitments (Note 19)

Minority interests

Stockholders’ Equity:

Series B Mandatory Convertible Preferred shares (no par value, 5,000,000 shares issued, liquidation preference $50 per share) (Note 16)

Common stock (114,186,475 and 114,003,185 shares issued) (Note 16)

Additional paid-in capital

Retained earnings

Accumulated other comprehensive loss (Note 17)

Deferred compensation

Total stockholders’ equity

Total liabilities and stockholders’ equity

Increase (decrease) in cash and cash equivalents

Operating activities:

Net income

Adjustments to reconcile to net cash provided by operating activities:

Cumulative effect of change in accounting principle, net of tax

Depreciation, depletion and amortization

Provision for doubtful accounts

Pensions and other postretirement benefits

Minority interests

Deferred income taxes

Net gains on disposal of assets

Property tax settlement gain

Income from sale of coal seam gas interests

Income from equity investees, and distributions received

Changes in:

Current receivables - operating turnover

Inventories

Current accounts payable and accrued expenses

All other, net

Net cash provided by operating activities

Investing activities:

Capital expenditures

Disposal of assets

Sale of coal seam gas interests

Restricted cash - net

Net cash provided by (used in) investing activities

Financing activities:

Revolving credit facilities   - borrowings

- repayments

Repayment of long-term debt

Common stock issued

Distribution to minority interest owners

Dividends paid

Change in bank checks outstanding

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of