21.  Precision is a manufacturer of complex metal components primarily marketed to  industrial and aerospace customers. The Company produces large structural investment castings,  airfoil castings, forged components, aerostructures, and highly engineered fasteners for  aerospace applications.  The Company operates in three segments: (1) Forged Products;  (2) Investment Cast Products; and (3) Airframe Products, all of which produce parts for  aerospace customers.   23.  The Class Period begins on May 9, 2013. On that day, Precision issued a press  release announcing its fourth-quarter fiscal 2013 financial results. The Company stated as  follows in that press release:  Precision Castparts Corp. (NYSE:PCP) continued to effectively leverage sales in  its major markets in the fourth quarter of 2013, driven by year-over-year growth  in commercial OEM aerospace demand, steady improvement in industrial gas  turbine (IGT) spares, and accelerating oil and gas downhole casing production,  along with a full quarter of strong Timet performance.  Fourth Quarter Fiscal 2013 Financial Highlights  Sales totaled $2.44 billion in the fourth quarter of fiscal 2013, growing 25 percent  over sales of $1.95 billion in the same period last year. Consolidated segment  operating income improved by approximately 26 percent year over year, rising to  $627.3 million, or 25.7 percent of sales in the quarter, versus consolidated  segment operating income of $497.5 million, or 25.6 percent of sales a year ago.  Net income from continuing operations (attributable to PCC) in the fourth quarter  was $415.1 million, an increase of 23 percent over net income of $338.2 million  in the fourth quarter of fiscal 2012. In the quarter, the Company delivered  earnings per share (EPS) from continuing operations (attributable to PCC) of  $2.82 (diluted, based on 147.1 million shares outstanding), compared to $2.31  (diluted, based on 146.2 million shares outstanding) last year.  Including discontinued operations, PCC's net income (attributable to PCC) for the  fourth quarter of fiscal 2013 totaled $414.2 million, or $2.82 per share (diluted).   24.  On May 30, 2013, the Company filed its Annual Report with the SEC on Form  10-K for the fiscal year ended March 31, 2013. The Company’s Form 10-K reaffirmed the  Company’s financial statements and reports announced in the May 9, 2013 press release.   26.  On August 8, 2013, the Company filed its Quarterly Report with the SEC on  Form 10-Q for the quarterly period ended June 30, 2013. The Company’s Form 10-Q reaffirmed  the Company’s financial statements and reports announced in the July 25, 2013 press release.   27.  On October 24, 2013, Precision issued a press release announcing its second- quarter fiscal 2014 financial results. The Company stated as follows in that press release:  Precision Castparts Corp. (NYSE:PCP) delivered continued strong sales and  earnings in the second quarter of fiscal 2014, driven by solid commercial  aerospace demand, steady recovery in power markets, further top- and bottom- line contributions from TIMET, and unrelenting focus on operational  improvements in each of the Company’s facilities.  28.0 percent of sales, compared to $518 million, or 25.5 percent of sales, in the  same period last year. PCC reported a 27 percent improvement in net income  from continuing operations (attributable to PCC) in the third quarter, generating  $432 million, versus net income of $339 million a year ago. For the quarter,  earnings per share (EPS) from continuing operations (attributable to PCC) were  $2.95 (diluted, based on 146.5 million shares of stock outstanding), compared to  $2.31 (diluted, based on 146.8 million shares of stock outstanding.)   A full quarter of TIMET, Texas Honing, and Synchronous, along with the benefit  from several smaller acquisitions in the Forged Products and Airframe Products  segments, contributed to the growth in year-over-year sales.  Including discontinued operations, the Company’s total net income (attributable  to PCC) for the third quarter of fiscal 2014 was $433 million, or $2.96 per share  (diluted).   28.  On November 7, 2013, the Company filed its Quarterly Report with the SEC on  Form 10-Q for the quarterly period ended September 29, 2013. The Company’s Form 10-Q  reaffirmed the Company’s financial statements and reports announced in the October 24, 2013  press release.   29.  On January 23, 2014, Precision issued a press release announcing its third-quarter  fiscal 2014 financial results. The Company stated as follows in that press release:  Continuing to ship into healthy end markets and to effectively leverage  operational throughput, Precision Castparts (NYSE:PCP) reported solid sales and  earnings per share in the third quarter of fiscal 2014, tempered by late-quarter  customer schedule shifts and fewer shipping days in the quarter.  Third Quarter Fiscal 2014 Financial Highlights  Precision Castparts (PCC) sales in the third quarter of fiscal 2014 were $2.36  billion, a 16 percent increase over sales of $2.03 billion a year ago, reflecting  approximately 1 percent organic growth excluding the impact of contractual pass- through pricing and other changes in metal/revert pricing. Consolidated segment  operating income grew by 27 percent year over year, rising to $659 million, or   31.  On May 8, 2014, precision issued a press release announcing its fourth-quarter  fiscal 2014 financial results. The Company stated as follows in that press release:  Precision Castparts Corp. (NYSE:PCP) delivered strong sales and earnings per  share in the fourth quarter of fiscal 2014, effectively leveraging demand from  robust end markets.  Fourth Quarter Fiscal 2014 Financial Highlights  Precision Castparts Corp. (PCC) sales in the fourth quarter of fiscal 2014 totaled  $2.53 billion, increasing 4 percent over sales of $2.43 billion last year. Year-over- year organic growth was approximately 3 percent, excluding the impact of  metal/revert pricing. Consolidated segment operating income improved by 15  percent year over year, growing to $720 million, or 28.5 percent of sales,  compared to $626 million, or 25.7 percent of sales, a year ago. Net income from  continuing operations (attributable to PCC) in the fourth quarter rose to $479  million, versus net income of $415 million in the fourth quarter of fiscal 2013.  Earnings per share (EPS) from continuing operations (attributable to PCC) were  $3.27 in the quarter (diluted, based on 146.4 million shares of stock outstanding),  compared to $2.82 (diluted, based on 147.1 million shares of stock outstanding) in  the same period last year.  Including discontinued operations, total net income (attributable to PCC) for the  fourth quarter of fiscal 2014 was $484 million, or $3.31 per share (diluted).   32.  On May 29, 2014, the Company filed its Annual Report with the SEC on Form  10-K for the fiscal year ended March 30, 2014. The Company’s Form 10-K reaffirmed the  Company’s financial statements and reports announced in the May 8, 2014 press release.   34.  On July 24, 2014, Precision issued a press release announcing its first-quarter  fiscal 2015 financial results, which missed consensus estimates. The Company stated as follows  in that press release:  In the first quarter of fiscal 2015, Precision Castparts Corp. (NYSE:PCP) showed  steady sales growth year over year in its key end markets and continued to  strongly leverage increasing production volumes.  First Quarter Fiscal 2015 Financial Highlights  Precision Castparts Corp. (PCC) sales in the first quarter of fiscal 2015 were  $2.53 billion, a 7 percent improvement over sales of $2.37 billion last year. Year  over year, organic sales growth was approximately 4 percent, excluding the  impact of metal/revert pricing. Consolidated segment operating income showed a  14 percent increase year over year, climbing to $736 million, or 29.1 percent of  sales, versus $644 million, or 27.2 percent of sales, a year ago. Net income from  continuing operations (attributable to PCC) in the first quarter rose to $484  million, compared to net income of $424 million in the first quarter of fiscal 2014.  Earnings per share (EPS) from continuing operations (attributable to PCC) were  $3.32 in the quarter (diluted, based on 145.9 million shares of stock outstanding),  versus $2.88 (diluted, based on 147.1 million shares of stock outstanding) in the  same period last year.  First quarter sales were also positively impacted by a full quarter of Permaswage  and two months of Aerospace Dynamics International.  Including discontinued operations, total net income (attributable to PCC) for the  first quarter of fiscal 2015 was $483 million, or $3.31 per share (diluted).   35.  While the truth began to leak into the market through the Company’s  disappointing quarterly results, on the earnings call discussing these results, Precision  mischaracterized its loss of business as a temporary decline in sales that would reappear in the  near future.   37.  On August 7, 2014, the Company filed its Quarterly Report with the SEC on  Form 10-Q for the quarterly period ended June 29, 2014. The Company’s Form 10-Q reaffirmed  the Company’s financial statements and reports announced in the July 24, 2014 press release.   38.  On October 23, 2014, Precision issued a press release announcing its   second-quarter fiscal 2015 financial results, which missed consensus estimates. The Company  stated as follows in that press release:  Precision Castparts Corp. (NYSE:PCP) continued to grow total year-over-year  sales and earnings in the second quarter of fiscal 2015, demonstrating solid  leverage of its strong market share position in its primary end markets.  Second Quarter Fiscal 2015 Financial Highlights  Second quarter sales for Precision Castparts Corp. (PCC) totaled $2.52 billion,  increasing 8 percent relative to sales of $2.34 billion in the same period a year  ago. Organic sales growth was approximately 4 percent compared to last year,  excluding the impact of metal/revert pricing. The company's consolidated  segment operating income was $706 million, or 28.0 percent of sales, growing by  9 percent from $645 million, or 27.6 percent of sales, in the second quarter of  fiscal 2014. Net income from continuing operations (attributable to PCC) in the  second quarter rose to $468 million, compared to net income of $422 million in  the second quarter of fiscal 2014. Earnings per share (EPS) from continuing  operations (attributable to PCC) were $3.24 in the quarter (diluted, based on 144.3  million shares of stock outstanding), versus EPS of $2.88 (diluted, based on 146.5  million shares of stock outstanding) last year.  A full quarter of results from recent acquisitions, Permaswage and Aerospace  Dynamics International, had a positive impact on second quarter sales and  earnings, compared to the same period a year ago.  Including discontinued operations, total net income (attributable to PCC) for the  second quarter of fiscal 2015 was $467 million, or $3.24 per share (diluted).   40.  On this news, shares of Precision fell 2.1 percent, from a prior close of $230.94  per share to close at $226.20 per share.   41.  On November 6, 2014, the Company filed its Quarterly Report with the SEC on  Form 10-Q for the quarterly period ended September 28, 2014. The Company’s Form 10-Q  reaffirmed the Company’s financial statements and reports announced in the October 23, 2014  press release.   42.  The statements contained in ¶¶34-35, 37-39, and 41 were materially false and/or  misleading when made because defendants failed to disclose or indicate the following: (1) that  the Company was losing significant market share to its competitors; (2) that this loss of business  to competitors was not a temporary decline in sales that would reappear in the near future; and  (3) that, as a result, the Company’s positive statements about its business, operations, and  prospects lacked a reasonable basis.  The Full Truth is Revealed   44.  On this news, shares of Precision declined from prior close of $219.72 per share  to $199.63 per share at close on January 16, 2014, or 9.1 percent.   45.  As a result of Defendants’ wrongful acts and omissions, and the precipitous  decline in the market value of the Company’s securities, Plaintiff and other Class members have  suffered significant losses and damages.  46.  Plaintiff brings this action as a class action pursuant to Rule 23 of the Federal  Rules of Civil Procedure on behalf of all persons or entities who purchased or otherwise acquired  the securities of Precision between May 9, 2013 and January 15, 2015, inclusive (the “Class”).   Excluded from the Class are Defendants, members of the immediate family of each of the  Individual Defendants, any subsidiary or affiliate of Precision, and the directors and officers of  Precision and their families and affiliates at all relevant times.   48.  There is a well-defined community of interest in the questions of law and fact  involved in this case.  Questions of law and fact common to the members of the Class which  predominate over questions which may affect individual Class members include:  (a)  Whether the Exchange Act was violated by Defendants;  (b)  Whether Defendants omitted and/or misrepresented material facts;  (c)  Whether Defendants’ statements omitted material facts necessary in order  to make the statements made, in light of the circumstances under which they were made, not  misleading;  (d)  Whether Defendants knew or recklessly disregarded that their statements  were false and misleading;  (e)  Whether the price of Precision securities was artificially inflated; and  (f)  The extent of damage sustained by Class members and the appropriate  measure of damages.   49.  Plaintiff’s claims are typical of those of the Class because Plaintiff and the Class  sustained damages from Defendants’ wrongful conduct.   50.  Plaintiff will adequately protect the interests of the Class and has retained counsel  experienced in securities class action litigation.  Plaintiff has no interests that conflict with those  of the Class.   51.  A class action is superior to other available methods for the fair and efficient  adjudication of this controversy.  53.  During the Class Period, Defendants materially misled the investing public,  thereby inflating the price of Precision’s securities, by publicly issuing false and/or misleading  statements and/or omitting to disclose material facts necessary to make Defendants’ statements,  as set forth herein, not false and/or misleading. These statements and omissions were materially  false and/or misleading in that they failed to disclose material adverse information and/or  misrepresented the truth about Precision’s business, operations, and prospects as alleged herein.   54.  At all relevant times, the material misrepresentations and omissions particularized  in this Complaint directly or proximately caused or were a substantial contributing cause of the  damages sustained by Plaintiff and other members of the Class. As described herein, during the  Class Period, Defendants made or caused to be made a series of materially false and/or  misleading statements about Precision’s financial well-being and prospects. These material  misstatements and/or omissions had the cause and effect of creating in the market an  unrealistically positive assessment of the Company and its financial well-being and prospects,  thus causing the Company’s securities to be overvalued and artificially inflated at all relevant  times. Defendants’ materially false and/or misleading statements during the Class Period resulted  in Plaintiff and other members of the Class purchasing the Company’s securities at artificially  inflated prices, thus causing the damages complained of herein.  56.  During the Class Period, as alleged herein, the Individual Defendants acted with  scienter in that the Individual Defendants knew or were reckless as to whether the public  documents and statements issued or disseminated in the name of the Company during the Class  Period were materially false and misleading; knew or were reckless as to whether such  statements or documents would be issued or disseminated to the investing public; and knowingly  and substantially participated or acquiesced in the issuance or dissemination of such statements  or documents as primary violations of the federal securities laws.   57.  The Individual Defendants permitted Precision to release these false and  misleading statements and failed to file the necessary corrective disclosures, which artificially  inflated the value of the Company’s stock.   59.  The Individual Defendants are liable as participants in a fraudulent scheme and  course of conduct that operated as a fraud or deceit on purchasers of Precision common stock by  disseminating materially false and misleading statements and/or concealing material adverse  facts.  The scheme deceived the investing public regarding Precision’s business, operations, and  management and the intrinsic value of Precision securities and caused Plaintiff and members of  the Class to purchase Precision securities at artificially inflated prices.  65.  Plaintiff repeats, incorporates, and realleges paragraphs 1 through 64 by  reference.     66.  During the Class Period, Defendants disseminated or approved the false  statements specified above, which they knew or recklessly disregarded were misleading in that  they contained misrepresentations and failed to disclose material facts necessary in order to make  the statements made, in light of the circumstances under which they were made, not misleading.   68.  Plaintiff and the Class have suffered damages in that, in reliance on the integrity  of the market, they paid artificially inflated prices for Precision securities.  Plaintiff and the Class  would not have purchased Precision securities at the prices they paid, or at all, if they had been  aware that the market prices had been artificially and falsely inflated by Defendants’ misleading  statements.   69.  As a direct and proximate result of these Defendants’ wrongful conduct, Plaintiff  and the other members of the Class suffered damages in connection with their purchases of  Precision securities during the Class Period.  70.  Plaintiff repeats, incorporates, and realleges paragraphs 1 through 64 by  reference.   Background   For Violation of Section 10(b) of the Exchange Act  and Rule 10b-5 Against All Defendants   For Violation of Section 20(a) of the Exchange Act  Against the Individual Defendants  