-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C77L3IWRqI5IZrdSsovOgh7FbXLMzb3zAIZn+9LJZvaINAcgbgFpFIIF7Eg53QKk i3tYGXH4QcqSI0dpaGQuKg== /in/edgar/work/20000628/0000950128-00-000929/0000950128-00-000929.txt : 20000920 0000950128-00-000929.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950128-00-000929 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLEGHENY TECHNOLOGIES INC CENTRAL INDEX KEY: 0001018963 STANDARD INDUSTRIAL CLASSIFICATION: [3674 ] IRS NUMBER: 251792394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-12001 FILM NUMBER: 663060 BUSINESS ADDRESS: STREET 1: 1000 SIX PPG PLACE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4123942800 MAIL ADDRESS: STREET 1: 100 SIX PPG PLACE CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHENY TELEDYNE INC DATE OF NAME CHANGE: 19960716 10-K/A 1 e10-ka.txt ALLEGHENY TECHNOLOGIES INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1) (Mark One) [ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1999 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ________ to _______ Commission file number: 1-12001 ALLEGHENY TECHNOLOGIES INCORPORATED ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware 25-1792394 ------------------------------- ------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1000 Six PPG Place, Pittsburgh, Pennsylvania 15222-5479 -------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (412) 394-2800 Securities registered pursuant to Section 12(b) of the Act: Title of each class: Name of each exchange on which registered: - ------------------- ----------------------------------------- Common Stock, $0.10 par value New York Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent files pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X --- At April 28, 2000, the Registrant had outstanding 83,204,001 shares of its Common Stock. The aggregate market value of the Registrant's voting stock held by non-affiliates at this date was approximately $2.0 billion, based on the closing price per share of Common Stock on this date of $24.1875 as reported on the New York Stock Exchange. Shares of Common Stock known by the Registrant to be owned beneficially by directors of the Registrant and officers of the Registrant subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are not included in the computation. The Registrant, however, has made no determination that such persons are "affiliates" within the meaning of Rule 12b-2 under the Exchange Act. 2 Documents Incorporated By Reference Selected portions of the 1999 Annual Report to Stockholders ("1999 Annual Report") - Part I, Part II and Part IV of this Report. Selected portions of the Proxy Statement for the 2000 Annual Meeting of Stockholders - Part III of this Report. The information included in the Proxy Statement as required by paragraphs (k) and (l) of Item 402 of Regulation S-K is not incorporated by reference in this Form 10-K/A (Amendment No. 1). 2 3 EXPLANATORY NOTE: Pursuant to this Form 10-K/A (Amendment No. 1) ("Amendment No. 1"), Allegheny Technologies Incorporated (the "Registrant" or the "Company") amends and restates in its entirety "Item 8. Financial Statements and Supplementary Data" of Part II and "Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K" of Part IV of its Annual Report on Form 10-K for the year ended December 31, 1999 ("1999 Form 10-K"), in order to file in accordance with Rule 15d-21 under the Exchange Act, financial statements required by Form 11-K for the following plans: (1) Allegheny Ludlum Retirement Savings Plan; (2) 401(k) Savings Account Plan for Employees of the Washington Plant; (3) Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation; (4) Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan; (5) Teledyne 401(k) Plan; and (6) Oregon Metallurgical Corporation Savings Plan. "Item 8. Financial Statements and Supplementary Data" of Part II of the 1999 Form 10-K is hereby amended and restated in its entirety to read as follows: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Consolidated Financial Statements and Notes to Consolidated Financial Statements listed in Item 14(a)(1) are incorporated by reference from pages 29 to 51 of the 1999 Annual Report. The following financial statements are filed by the Company with respect to the following plans in accordance with Rule 15d-21 under the Exchange Act:
Plan Page No. ---- -------- Allegheny Ludlum Retirement Savings Plan.............................. 4 401(k) Savings Account Plan for Employees of the Washington Plant..... 21 Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation............................ 36 Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan........................................... 52 Teledyne 401(k) Plan.................................................. 67 Oregon Metallurgical Corporation Savings Plan......................... 82
3 4 Audited Financial Statements and Supplemental Schedule Allegheny Ludlum Retirement Savings Plan Years ended December 31, 1999 and 1998 with Report of Independent Auditors 4 5 Allegheny Ludlum Retirement Savings Plan Audited Financial Statements and Supplemental Schedule Years ended December 31, 1999 and 1998 CONTENTS Report of Independent Auditors ................................................6 Audited Financial Statements Statements of Net Assets Available for Benefits................................7 Statements of Changes in Net Assets Available for Benefits.....................8 Notes to Financial Statements .................................................9 Supplemental Schedule Schedule H, Line 4(i)--Schedule of Assets Held for Investment Purposes at End of Year................................................................19 5 6 Report of Independent Auditors Personnel and Compensation Committee Allegheny Ludlum Corporation We have audited the accompanying statements of net assets available for benefits of the Allegheny Ludlum Retirement Savings Plan as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1999 and 1998, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes as of December 31, 1999 is presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and is not a required part of the financial statements. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Pittsburgh, Pennsylvania June 9, 2000 6 7 Allegheny Ludlum Retirement Savings Plan Statements of Net Assets Available for Benefits
DECEMBER 31 1999 1998 ---------------------------------- ASSETS Investments: Interest in Allegheny Ludlum Corporation Master Trusts $188,502,545 $183,378,342 Interest in registered investment companies 22,920,560 14,760,429 Interest in common collective trusts 33,760,823 29,922,237 Common stock 11,310 -- Participant notes receivable 3,908,588 3,749,111 ---------------------------------- Total investments 249,103,826 231,810,119 Other payables (2,277) (537,964) ---------------------------------- Net assets available for benefits $249,101,549 $231,272,155 ==================================
See accompanying notes. 7 8 Allegheny Ludlum Retirement Savings Plan Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31 1999 1998 --------------------------------- Additions: Contributions: Employer $ 8,856,452 $ 9,213,107 Employee 6,800,720 6,992,306 Investment income: Net gain from interest in Allegheny Ludlum Corporation Master Trusts 15,876,181 6,472,497 Net gain from interest in registered investment companies 5,499,995 2,588,546 Net gain from common interest in collective trusts 3,214,351 3,051,160 Interest income 341,925 377,538 Other (904) (11,172) Transfers in from outside of Plan 38,758 2,208,714 --------------------------------- Total additions 40,627,478 30,892,696 Deductions: Distributions to participants 22,766,058 51,707,763 Administrative expenses 1,526 550 Pending transfer to SDA account 30,500 -- --------------------------------- Total deductions 22,798,084 51,708,313 --------------------------------- Net additions (deductions) 17,829,394 (20,815,617) Net assets available for benefits at beginning of year 231,272,155 252,087,772 --------------------------------- Net assets available for benefits at end of year $249,101,549 $231,272,155 =================================
See accompanying notes. 8 9 Allegheny Ludlum Retirement Savings Plan Notes to Financial Statements December 31, 1999 1. SIGNIFICANT ACCOUNTING POLICIES Investments are stated at fair value determined as follows: The Common Stock Master Trusts consist of investments in either Allegheny Technologies Incorporated (Allegheny Teledyne as of December 31, 1998), Teledyne Technologies Incorporated or Water Pik Technologies Inc. common stock and are stated at the quoted market price as listed on the New York Stock Exchange. The Fixed Income Fund is stated at cost plus net earnings, which approximates market value and is provided by the Plan's trustee. All other funds are stated at their net asset value, based on the quoted market prices of the securities held in such funds on applicable exchanges. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 2. DESCRIPTION OF THE PLAN The Allegheny Ludlum Retirement Savings Plan (the Plan) is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974. Allegheny Ludlum Corporation (ALC) is a wholly owned indirect subsidiary of Allegheny Technologies Incorporated (ATI). Depending on participants' years of service, participants can defer between 1% and 14%, subject to Internal Revenue Service limitations, of their eligible wages, including profit sharing awards, and contribute them to the Plan. The Plan Sponsor contributes 6.5% of participants' monthly pensionable earnings, as described in the Plan, and in addition contributes $43.34 per month per participant. Effective April 1, 1997, participants can elect to participate in the self-directed account if they have at least a $10,000 balance in the Plan. The minimum initial investment amount in the self-directed fund, which is comprised of various mutual funds, is $5,000. 9 10 Allegheny Ludlum Retirement Savings Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) Separate accounts are maintained by the Plan Sponsor for each participating employee. Trustee fees and asset management fees charged by the Plan's trustee, Dreyfus Retirement Services, for the administration of all funds are charged against net assets available for benefits of the respective fund. Certain other expenses of administering the Plan are paid by the Plan Sponsor. Under certain provisions of the Plan, contributions by the Plan Sponsor, which have been allocated to the accounts of the participants, may be subject to forfeiture upon participants' termination of employment. Such forfeitures will be used to reduce future contributions by the employer. Employer contributions allocated to a participant's account become fully vested after a participant completes five full years of service. Employee contributions and the fixed dollar retirement contributions are fully vested at all times. Active employees can borrow up to 50% of their vested account balances minus any outstanding loans. The loan amounts are further limited to a minimum of $1,000 and a maximum of $50,000, and an employee can obtain no more than three loans at one time. Interest rates are determined based on commercially accepted criteria, and payment schedules vary based on the type of the loan. General purpose loans are repaid over 12 to 60 months, and primary residence loans are repaid over periods up to 180 months. Payments are made by payroll deductions. Effective November 29, 1999, Allegheny Teledyne's (the Plan Sponsor) name was changed to Allegheny Technologies Incorporated. Also, the Aerospace and Electronics and Consumer segments of Allegheny Teledyne were spunoff into two new freestanding public companies--Teledyne Technologies Incorporated and Water Pik Technologies Inc. Stockholders of Allegheny Teledyne became stockholders of Teledyne Technologies Incorporated and Water Pik Technologies Inc., thus creating two new master trusts. Participants may continue to hold interest in the two new companies until December 31, 2002, at which time these two master trusts will be terminated and the assets will be transferred to one of the other plan investment options. In conjunction with the spin-off of the Aerospace and Electronics and Consumer segments of Allegheny Teledyne into two new freestanding companies, the Plan as a holder of shares of common stock prior to the spin-off received the following distributions on November 29, 1999: one share of Water Pik Technologies Inc. for every seven shares held of Allegheny Teledyne and one share of Teledyne Technologies Incorporated for every twenty shares held of Allegheny Teledyne. Additionally, a reverse stock split occurred on the spin-off date and resulted in one share of Allegheny Technologies Incorporated common stock for every two shares held of Allegheny Teledyne common stock. 10 11 Allegheny Ludlum Retirement Savings Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) Certain financial information for the year ended December 31, 1998 has been reclassified to conform with the financial statement presentation for the year ended December 31, 1999. These reclassifications did not impact total net assets available for benefits. In the event that the Plan is partially or completely terminated, or the Plan Sponsor permanently discontinues making contributions, all amounts credited to the accounts of the affected participants become fully vested and nonforfeitable. Further information about the Plan, including eligibility, vesting, contributions, and withdrawals, is contained in the Summary Plan Description and related contracts. Copies of this Summary Plan Description are available from the Allegheny Technologies Personnel and Compensation Committee. 3. INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets.
DECEMBER 31 1999 1998 --------------------------------- Dreyfus Lifestyle Growth and Income Fund $20,820,050 $20,517,539 Alliance Equity Fund 46,304,854 37,713,059 Fixed Income Fund 89,488,628 87,061,673 Allegheny Technologies Disciplined Stock Fund 35,700,077 35,146,629 Company Stock Fund 14,654,933 22,824,448
11 12 Allegheny Ludlum Retirement Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) As of December 31, 1999, the Plan is a participant in the Fixed Income Master Trust, the Alliance Equity Master Trust, the ATI Common Stock Master Trust, and the Allegheny Technologies Disciplined Stock Fund Master Trust. During 1998, the Dreyfus Lifestyle Growth and Income Fund, the Dreyfus Lifestyle Growth Fund, and the Dreyfus Lifestyle Income Fund were reclassified as common collective trusts from master trusts while the Allegheny Technologies Disciplined Stock Fund was reclassified to a master trust from the Dreyfus Disciplined Stock Fund, a registered investment company. The Plan's participating interests in these master trusts as of December 31, 1999 and 1998 were as follows:
1999 1998 -------------------------------- Fixed Income Master Trust 66.52% 68.81% Alliance Equity Master Trust 78.49 80.47 ATI Common Stock Master Trust 72.40 70.95 Allegheny Technologies Disciplined Stock Fund Master Trust 78.61 81.55 Teledyne Technologies Incorporated Common Stock Master Trust 72.70 -- Water Pik Technologies Inc. Common Stock Master Trust 72.78 --
12 13 Allegheny Ludlum Retirement Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The composition of the net assets of the Fixed Income Master Trust at December 31, 1999 and 1998 was as follows:
1999 1998 --------------------------------------- Guaranteed investment contracts: Confederation Life Insurance Company $ -- $ 2,575 John Hancock Life Insurance Company 8,328,120 5,100,000 New York Life Insurance Company -- 13,258,607 Pacific Mutual Life Insurance Company 6,565,846 6,167,430 Peoples Security Life Insurance Company 6,474,471 10,367,671 Southland Life Insurance Company 5,796,035 10,752,479 Transamerica Occidental 11,678,338 11,296,810 Sun America, Inc. 3,007,834 3,000,000 Business Mens Assurance Company of America 2,497,621 2,505,536 Protective Life Insurance Company 2,999,471 3,002,482 Safeco Life Insurance 3,000,504 3,000,000 United of Omaha 5,044,635 -- Ohio National Life 4,577,686 -- Combined Life Insurance Company 4,658,686 -- Canada Life 4,136,813 -- Monumental Life Insurance Company 1,999,853 -- Hartford Life Insurance Company 2,000,000 -- Pruco Pace Credit Enhanced 3,062,854 -- --------------------------------------- 75,828,767 68,453,590 Synthetic contracts: Caisse des Depots et Consignations 11,135,225 12,865,126 Peoples Security Life Insurance Company 2,977,064 2,968,196 Transamerica Occidental 13,970,912 13,859,523 Union Bank of Switzerland 5,949,968 5,935,391 Westdeutsche Landesbank Girozentrale 17,030,049 16,952,480 --------------------------------------- 51,063,218 52,580,716 Temporary short-term investments 6,293,422 4,248,515 Accrued interest receivable 1,435,635 1,572,918 Other payables (85,522) (88,501) --------------------------------------- Total net assets $134,535,520 $126,667,238 =======================================
13 14 Allegheny Ludlum Retirement Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The composition of net assets of the Alliance Equity Master Trust at December 31, 1999 and 1998 was as follows:
1999 1998 --------------------------------------- Investment in registered investment companies: Alliance Equity Fund S.A. #4 (6,387.664 and 6,966.434 shares, respectively) $59,022,910 $47,408,255 Cash -- 117 Operating payables (28,676) (26,007) --------------------------------------- Total net assets $58,994,234 $47,382,365 =======================================
The composition of net assets of the ATI Common Stock Master Trust at December 31, 1999 and 1998 was as follows:
1999 1998 --------------------------------------- Allegheny Technologies Incorporated common stock (883,159 and 1,544,975 shares, respectively) $19,815,880 $31,575,427 Receivables 101,879 196,291 Short-Term Investment Fund 326,907 450,324 Operating payables (4,276) (10,492) --------------------------------------- Total net assets $20,240,390 $32,211,550 =======================================
The composition of net assets of the Allegheny Technologies Disciplined Stock Fund Master Trust at December 31, 1999 and 1998 was as follows:
1999 1998 --------------------------------------- Corporate common stock $44,796,765 $41,699,413 Noninterest-bearing cash 13,151 (5,217) Receivables 44,689 58,761 Short-Term Investment Fund 589,843 1,499,311 Operating payables (28,719) (51,809) --------------------------------------- Total net assets $45,415,729 $43,200,459 =======================================
14 15 Allegheny Ludlum Retirement Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The composition of net assets of the Teledyne Technologies Incorporated Common Stock Master Trust at December 31, 1999 and 1998 was as follows:
1999 1998 ------------------------------- Teledyne Technologies Incorporated common stock (248,073 and -0- shares, respectively) $2,341,189 $-- Short-Term Investment Fund 41,774 -- Receivables 6,135 -- Operating payables (133) -- ------------------------------- Total net assets $2,388,965 $-- ===============================
The composition of net assets of the Water Pik Technologies Inc. Common Stock Master Trust at December 31, 1999 and 1998 was as follows:
1999 1998 ------------------------------- Water Pik Technologies Inc. common stock (87,153 and -0- shares, respectively) $833,401 $-- Short-Term Investment Fund 2,765 -- Receivables 11,909 -- Operating payables (41) -- ------------------------------- Total net assets $848,034 $-- ===============================
15 16 Allegheny Ludlum Retirement Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The composition of the changes in net assets of the various master trusts is as follows:
FIXED INCOME MASTER ALLIANCE EQUITY MASTER ATI COMMON STOCK MASTER TRUST TRUST TRUST ----------------------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31 ----------------------------------------------------------------------------------------------- 1999 1998 1999 1998 1999 1998 ----------------------------------------------------------------------------------------------- Investment income (loss): Interest income (loss) $ 7,765,761 $ 8,359,937 $ -- $ -- $ (465) $ (113) Realized gain (loss) on sale of -- -- -- -- 387,154 (620,712) investments Unrealized depreciation in fair value of investments -- -- -- -- (11,018,180) (5,308,345) Dividends -- -- -- -- 960,419 934,022 Net gain (loss), registered investment companies -- -- 15,731,932 (2,106,215) -- -- Net gain, common collective trusts 293,007 413,402 -- -- 34,305 41,352 Other income 18,993 1,138 -- -- -- -- Administrative expenses (183,985) (191,163) (202,397) (237,876) (21,480) (24,196) Transfers (25,494) (17,218,779) (3,917,666) (10,462,912) (2,312,913) 1,574,676 ----------------------------------------------------------------------------------------------- Net increase (decrease) 7,868,282 (8,635,465) 11,611,869 (12,807,003) (11,971,160) (3,403,316) Total net assets at beginning of year 126,667,238 135,302,703 47,382,365 60,189,368 32,211,550 35,614,866 ----------------------------------------------------------------------------------------------- Total net assets at end of year $134,535,520 $126,667,238 $58,994,234 $ 47,382,365 $ 20,240,390 $32,211,550 ===============================================================================================
16 17 Allegheny Ludlum Retirement Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED)
DREYFUS DREYFUS DREYFUS LIFESTYLE GROWTH AND ALLEGHENY TECHNOLOGIES LIFESTYLE GROWTH LIFESTYLE INCOME FUND INCOME FUND MASTER DISCIPLINED STOCK FUND FUND MASTER TRUST MASTER TRUST TRUST MASTER TRUST ------------------------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31 ------------------------------------------------------------------------------------------------- 1999 1998* 1999 1998* 1999 1998* 1999 1998* ------------------------------------------------------------------------------------------------- Investment income (loss): Interest loss $-- $ -- $-- -- $-- $ -- $ (383) $ (925) Realized (loss) gain on sale of -- -- -- -- -- -- (58,566) 107,964 investments Unrealized appreciation (depreciation) in -- -- -- -- -- -- 7,190,385 4,322,009 fair value of investments Dividends -- -- -- -- -- -- 531,414 87,868 Net gain, common collective trusts -- 514,556 -- 109,828 -- 1,558,031 43,173 26,165 Other loss -- (14) -- -- -- (10) -- -- Administrative expenses -- (94) -- (34) -- (229) (347,043) (51,809) Transfers -- (5,631,496) -- (1,935,424) -- (24,298,600) (5,143,710) 38,709,187 ---------------------------------------------------------------------------------------------- Net (decrease) increase -- (5,117,048) -- (1,825,630) -- (22,740,808) 2,215,270 43,200,459 Total net assets at beginning of year -- 5,117,048 -- 1,825,630 -- 22,740,808 43,200,459 -- ---------------------------------------------------------------------------------------------- Total net assets at end of year $-- $ -- $-- $ -- $-- $ -- $45,415,729 $43,200,459 ==============================================================================================
TELEDYNE WATER PIK TECHNOLOGIES TECHNOLOGIES INC. INCORPORATED COMMON COMMON STOCK MASTER STOCK MASTER TRUST TRUST -------------------------------------------- -------------------------------------------- 1999 1998 1999 1998 -------------------------------------------- Investment income (loss): Interest loss $ 9 $-- $ -- $-- Realized (loss) gain on sale of (21,035) -- (3,052) -- investments Unrealized appreciation (depreciation) in (640,748) -- (88,259) -- fair value of investments Dividends -- -- -- -- Net gain, common collective trusts 176 -- 38 -- Other loss -- -- -- -- Administrative expenses (133) -- (41) -- Transfers 3,050,696 -- 939,348 -- ---------- --- --------- --- Net (decrease) increase 2,388,965 -- 848,034 -- Total net assets at beginning of year -- -- -- -- ---------- --- --------- --- Total net assets at end of year $2,388,965 $-- $ 848,034 $-- ========== === ========= ===
* Partial year only. Reclassified as common collective trusts. The investment contracts underlying the Fixed Income Master Trust have fully benefit-responsive features. The average yield for 1999 and 1998 for the Fixed Income Master Trust was 6.46% and 6.55%, respectively. Credited interest rates on the contracts ranged from 5.13% to 7.28% and 5.13% to 8.18% for 1999 and 1998, respectively, and are determined at contract inception. Interest, realized and unrealized gains and losses, and management fees from the master trusts are included in the net gain (loss) from interest in Allegheny Ludlum Corporation Master Trusts on the statement of changes in net assets available for benefits. 17 18 Allegheny Ludlum Retirement Savings Plan Notes to Financial Statements (continued) 4. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated July 23, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt. 5. TRANSACTIONS WITH PARTIES-IN-INTEREST Certain Plan investments are shares of mutual funds managed by Dreyfus Retirement Services. Dreyfus Retirement Services is the trustee as defined by the Plan and, therefore, these transactions qualify as part-in-interest. Trustee and investment fees paid during 1999 and 1998 were based upon customary and reasonable rates for such services. One of the investment vehicles available to employees, the Allegheny Technologies Incorporated Company Stock Fund, contains stock of Allegheny Technologies (Allegheny Teledyne as of December 31, 1998). Allegheny Teledyne changed its name to Allegheny Technologies on November 29, 1999. In conjunction with the spin-offs of the Aerospace and Electronics and Consumer segments of Allegheny Teledyne into two new freestanding companies on November 29, 1999 (see Note 2), the Plan as a holder of shares of common stock prior to the spin-off received shares of the two new freestanding companies. Additionally, a reverse stock split occurred on the spin-off date (see Note 2). 18 19 Allegheny Ludlum Retirement Savings Plan EIN 25-1364894 Plan 004 Schedule H, Line 4(i)--Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999
CURRENT DESCRIPTION UNITS/SHARES VALUE - ---------------------------------------------------------------------------------------------------------------------- Common Collective Trusts - ------------------------ Dreyfus Lifestyle Growth and Income Fund*: Interest in Dreyfus Lifestyle Growth and Income Fund 1,230,563.390 shares $20,820,050 Dreyfus Lifestyle Growth Fund*: Interest in Dreyfus Lifestyle Growth Fund 525,349.077 shares 10,843,803 Dreyfus Lifestyle Income Fund*: Interest in Dreyfus Lifestyle Income Fund 151,921.774 shares 2,096,970 ------------------- Total common collective trusts $33,760,823 =================== Registered Investment Companies - ------------------------------- Dreyfus Emerging Leaders Fund*: Interest in Dreyfus Emergency Leaders Fund 356,500.550 shares $13,094,265 Dreyfus International Value Fund*: Interest in Dreyfus International Value Fund 194,107.813 shares 3,507,528 ------------------- 16,601,793 Self-Directed Fund: AIM Weingarten Fund Class A Shares 1,086.500 shares 32,714 AIM Blue Chip Fund Class A Shares 591.394 shares 30,823 AIM Group Value Fund 632.691 shares 30,894 Alliance Premier Growth Fund 1,271.262 shares 46,401 Alliance Technology Fund 147.609 shares 17,945 American Century Quantitative Equity Growth Fund 1,415.990 shares 37,141 American Century Target Mats 556.881 shares 13,738 American Century 20th Century Ultra Fund 310.465 shares 14,213 Barron Asset Fund 164.999 shares 9,697 Barron Asset Fund Small Cap Fund 1,909.587 shares 34,373 Berger Small Cap Value Fund 1,714.921 shares 37,111 Capital World Growth & Income Fund 578.921 shares 17,269 Dreyfus 100% U.S. Treasury Money Market Fund* 564,969.870 shares 564,970 Dreyfus Appreciation Fund, Inc.* 501.703 shares 22,943 Dreyfus Technology Growth Fund* 11,179.073 shares 595,286 Dreyfus Short Term Income Fund* 870.209 shares 10,164 Dreyfus Investment Grade Bond Fund* 803.544 shares 9,860 Dreyfus/Laurel S&P 500 Stock Index Fund* 7,230.651 shares 221,764 Dreyfus/Laurel Disciplined Stock Fund* 209.100 shares 8,941 Dreyfus Index Funds--S&P 500 Fund* 65.022 shares 2,790 Dreyfus High Yield Securities Fund* 856.257 shares 9,667 Fidelity Puritan Fund 1,321.642 shares 25,151 Fidelity Low Priced Stock Fund 539.488 shares 12,214 Fidelity Growth & Income Fund 342.363 shares 16,146 Fidelity Dividend Growth Fund 583.131 shares 16,905 Fidelity Select Electronics Portfolio 3,582.719 shares 318,432 Fidelity Select Computer Portfolio 2,959.305 shares 309,277 Fidelity Investment Trust Diversified International Fund 217.419 shares 5,570 Fidelity Select Technology Portfolio 187.308 shares 28,544
19 20 Schedule H, Line 4(i)--Schedule of Assets Held for Investment Purposes at End of Year (continued)
CURRENT DESCRIPTION UNITS/SHARES VALUE - ---------------------------------------------------------------------------------------------------------------------- Fidelity Select Health Care Portfolio 73.432 shares 9,166 Fidelity Select Software and Computer Services Portfolio 298.436 shares 28,907 Gabelli Global Interactive Couch Potato Fund 196.582 shares 6,914 Gabelli Growth Fund 1,035.872 shares 48,178 Growth Fund America, Inc. 422.482 shares 12,311 Invesco Health Science Fund 1,339.558 shares 73,528 Invesco Specialty--Worldwide Communications Fund 861.142 shares 44,461 Investment Co. of America 491.100 shares 15,941 Janus Investment Fund 3,811.151 shares 167,881 Janus Global Technology Fund 14,801.880 shares 457,822 Janus Olympus Fund 5,071.923 shares 270,131 Janus High Yield Fund 947.315 shares 9,739 Janus Enterprise Fund 1,597.820 shares 122,505 Janus Mercury Fund 12,520.594 shares 548,527 Janus Balanced Fund 1,022.602 shares 23,919 Janus Growth and Income Fund 4,663.742 shares 195,597 Janus Worldwide Fund 3,612.203 shares 276,081 Janus Twenty Fund 5,272.964 shares 439,923 Janus Overseas Fund 3,047.632 shares 113,372 Kaufmann Fund Inc. 17,452.619 shares 103,843 Massachusetts Growth Stock Fund 1,596.584 shares 32,459 Park Avenue Portfolio Guardian Park Avenue Fund 1,065.999 shares 63,342 PBHG Technology & Communications Fund 742.689 shares 50,548 Phoenix Strategic Equity Series Theme Fund Class A 150.072 shares 3,022 RS Emerging Growth Fund 1,647.699 shares 99,950 RS Information Age Fund 943.482 shares 30,000 T. Rowe Price International Funds 346.681 shares 5,519 T. Rowe Price Science and Technology Fund 2,521.468 shares 160,643 T. Rowe Price Equity Income Fund 448.994 shares 11,140 T. Rowe Price Mid-Cap Growth Fund 314.344 shares 12,615 T. Rowe Price Value Fund 2,071.365 shares 36,249 Rydex Series Trust OTC Fund 122.205 shares 10,065 Scudder International Fund Greater Europe Growth Fund 98.192 shares 3,488 Scudder Securities Trust Technology Fund 1,075.763 shares 44,031 Strong Conservative Equity Funds--American Utilities Fund 4,792.702 shares 70,644 Van Kampen American Cap Emerging Growth Fund 376.205 shares 32,869 Vanguard Index Trust 500 Portfolio 888.000 shares 120,173 Vanguard/Primecap Fund 537.965 shares 33,391 Vanguard International Equity Index Fund 594.976 shares 17,153 Vanguard Index--Growth Portfolio 110.730 shares 4,366 Warburg Pincus Japan Growth Fund 84.459 shares 2,916 Wilshire Target Funds--Large Growth Portfolio Investment 103.101 shares 4,495 ------------------- Total Self-Directed Fund 6,318,767 ------------------- Total registered investment companies $22,920,560 =================== Common Stock Telebanc Financial Corp 435.000 shares $ 11,310 =================== Participant notes receivable* 8.75% to 9.5% $ 3,908,588 ===================
*Party-in-interest 20 21 Audited Financial Statements and Supplemental Schedule 401(k) Savings Account Plan for Employees of the Washington Plant Years ended December 31, 1999 and 1998 with Report of Independent Auditors 21 22 401(k) Savings Account Plan for Employees of the Washington Plant Audited Financial Statements and Supplemental Schedule Years ended December 31, 1999 and 1998 CONTENTS Report of Independent Auditors..............................................23 Audited Financial Statements Statements of Net Assets Available for Benefits.............................24 Statements of Changes in Net Assets Available for Benefits..................25 Notes to Financial Statements ..............................................26 Supplemental Schedule Schedule H, Line 4(i)--Schedule of Assets Held for Investment Purposes at End of Year...............................................................35 22 23 Report of Independent Auditors The Plan Administrator 401(k) Savings Account Plan for Employees of the Washington Plant We have audited the accompanying statements of net assets available for benefits of the 401(k) Savings Account Plan for Employees of the Washington Plant as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes as of December 31, 1999 is presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and is not a required part of the financial statements. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Pittsburgh, Pennsylvania June 9, 2000 23 24 401(k) Savings Account Plan for Employees of the Washington Plant Statements of Net Assets Available for Benefits
DECEMBER 31 1999 1998 ------------------------------------ ASSETS Investments, at fair value: Interest in Allegheny Ludlum Corporation Master Trusts $1,385,099 $ 941,901 Interest in registered investment companies 138,514 68,673 Interest in common collective trusts 333,101 208,329 ------------------------------------ Net assets available for benefits $1,856,714 $1,218,903 ====================================
See accompanying notes. 24 25 401(k) Savings Account Plan for Employees of the Washington Plant Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31 1999 1998 ---------------------------------------- Additions: Employee contributions $ 436,376 $ 386,172 Investment income: Net gain from interest in common collective trusts 28,477 20,407 Net gain from interest in Allegheny Ludlum Corporation Master Trusts 172,185 44,134 Net gain from interest in registered investment companies 34,508 17,014 ---------------------------------------- Total additions 671,546 467,727 Deductions: Distributions to participants 33,735 -- ---------------------------------------- Net additions 637,811 467,727 Net assets available for benefits at beginning of year 1,218,903 751,176 ---------------------------------------- Net assets available for benefits at end of year $1,856,714 $1,218,903 ========================================
See accompanying notes. 25 26 401(k) Savings Account Plan for Employees of the Washington Plant Notes to Financial Statements December 31, 1999 1. SIGNIFICANT ACCOUNTING POLICIES Investments are stated at fair value determined as follows: The Common Stock Master Trusts consist of investments in either Allegheny Technologies Incorporated (Allegheny Teledyne as of December 31, 1998), Teledyne Technologies Incorporated or Water Pik Technologies Inc. common stock and are stated at the quoted market price as listed on the New York Stock Exchange. The Fixed Income Fund is stated at cost plus net earnings, which approximates market value and is provided by the Plan's trustee. All other funds are stated at their net asset value, based on the quoted market prices of the securities held in such funds on applicable exchanges. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 2. DESCRIPTION OF THE PLAN The 401(k) Savings Account Plan for Employees of the Washington Plant (the Plan) is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The purpose of the Plan is to encourage thrift and to assist union employees in accumulating a fund to supplement retirement income by allowing eligible employees to make tax-deferred contributions to the Plan. Employee contributions to the Plan can range between 1% and 18% of eligible wages subject to Internal Revenue Service limitations. In addition, the employee's annual pretax profit sharing award and pretax Longevity Incentive Payment Plan award may be contributed at the employee's discretion. The Plan is comprised, solely, of employee contributions. Separate accounts are maintained by the Plan Sponsor for each participating employee. Trustee fees and asset management fees charged by the Plan's trustee, Dreyfus Retirement Services, for the administration of all funds are charged against net assets available for benefits of the respective fund. Certain other expenses of administering the Plan are paid by the Plan Sponsor. 26 27 401(k) Savings Account Plan for Employees of the Washington Plant Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) Effective November 29, 1999, Allegheny Teledyne's (the Plan Sponsor) name was changed to Allegheny Technologies Incorporated (ATI). Also, the Aerospace and Electronics and Consumer segments of Allegheny Teledyne were spunoff into two new freestanding public companies--Teledyne Technologies Incorporated and Water Pik Technologies Inc. Stockholders of Allegheny Teledyne became stockholders of Teledyne Technologies Incorporated and Water Pik Technologies Inc., thus creating two new master trusts. Participants may continue to hold interest in the two new companies until December 31, 2002, at which time these two master trusts will be terminated and the assets will be transferred to one of the other plan investment options. In conjunction with the spin-offs of the Aerospace and Electronics and Consumer segments of Allegheny Teledyne into two new freestanding companies, the Plan as a holder of shares of common stock prior to the spin-off received the following distributions on November 29, 1999: one share of Water Pik Technologies Inc. for every seven shares held of Allegheny Teledyne and one share of Teledyne Technologies Incorporated for every twenty shares held of Allegheny Teledyne. Additionally, a reverse stock split occurred on the spin-off date and resulted in one share of Allegheny Technologies Incorporated common stock for every two shares held of Allegheny Teledyne common stock. Certain financial information for the year ended December 31, 1998 has been reclassified to conform with the financial statement presentation for the year ended December 31, 1999. These reclassifications did not impact total net assets available for benefits. In the event that the Plan is partially or completely terminated, all amounts credited to the accounts of the affected participants become fully vested. Further information about the Plan, including eligibility, vesting, contributions, and withdrawals, is contained in the Summary Plan Description and related contracts. Copies of this Summary Plan Description are available from the Allegheny Technologies Personnel and Compensation Committee. 27 28 401(k) Savings Account Plan for Employees of the Washington Plant Notes to Financial Statements (continued) 3. INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets.
DECEMBER 31 1999 1998 --------------------------------- Dreyfus Lifestyle Growth Fund $108,766 $ 57,108 Dreyfus Lifestyle Growth and Income Fund 211,393 143,554 Alliance Equity Fund 456,980 279,582 Fixed Income Fund 258,094 143,364 Allegheny Technologies Disciplined Stock Fund 585,847 403,630 Company Stock Fund 72,709 115,325 Dreyfus Emerging Leaders Fund 111,837 --
As of December 31, 1999, the Plan is a participant in the Fixed Income Master Trust, the Alliance Equity Master Trust, the ATI Common Stock Master Trust, and the Allegheny Technologies Disciplined Stock Fund Master Trust. During 1998, the Dreyfus Lifestyle Growth and Income Fund, the Dreyfus Lifestyle Growth Fund, and the Dreyfus Lifestyle Income Fund were reclassified as common collective trusts from master trusts, while the Allegheny Technologies Disciplined Stock Fund was reclassified to a master trust from the Dreyfus Disciplined Stock Fund, a registered investment company. The Plan's participating interests in these master trusts as of December 31, 1999 and 1998 were as follows:
1999 1998 -------------------------------- Fixed Income Master Trust 0.19% 0.11% Alliance Equity Master Trust 0.77 0.59 ATI Common Stock Master Trust 0.36 0.36 Allegheny Technologies Disciplined Stock Fund Master Trust 1.29 0.93 Teledyne Technologies Incorporated Common Stock Master Trust 0.35 -- Water Pik Technologies Inc. Common Stock Master Trust 0.35 --
28 29 401(k) Savings Account Plan for Employees of the Washington Plant Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The composition of the net assets of the Fixed Income Master Trust at December 31, 1999 and 1998 was as follows:
1999 1998 ---------------------------------- Guaranteed investment contracts: Confederation Life Insurance Company $ -- $ 2,575 John Hancock Life Insurance Company 8,328,120 5,100,000 New York Life Insurance Company -- 13,258,607 Pacific Mutual Life Insurance Company 6,565,846 6,167,430 Peoples Security Life Insurance Company 6,474,471 10,367,671 Southland Life Insurance Company 5,796,035 10,752,479 Transamerica Occidental 11,678,338 11,296,810 Sun America, Inc. 3,007,834 3,000,000 Business Mens Assurance Company of America 2,497,621 2,505,536 Protective Life Insurance Company 2,999,471 3,002,482 Safeco Life Insurance 3,000,504 3,000,000 United of Omaha 5,044,635 -- Ohio National Life 4,577,686 -- Combined Life Insurance Company 4,658,686 -- Canada Life 4,136,813 -- Monumental Life Insurance Company 1,999,853 -- Hartford Life Insurance Company 2,000,000 -- Pruco Pace Credit Enhanced 3,062,854 -- --------------------------------- 75,828,767 68,453,590 Synthetic contracts: Caisse des Depots et Consignations 11,135,225 12,865,126 Peoples Security Life Insurance Company 2,977,064 2,968,196 Transamerica Occidental 13,970,912 13,859,523 Union Bank of Switzerland 5,949,968 5,935,391 Westdeutsche Landesbank Girozentrale 17,030,049 16,952,480 --------------------------------- 51,063,218 52,580,716 Temporary short-term investments 6,293,422 4,248,515 Accrued interest receivable 1,435,635 1,572,918 Other payables (85,522) (88,501) --------------------------------- Total net assets $134,535,520 $126,667,238 =================================
29 30 401(k) Savings Account Plan for Employees of the Washington Plant Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The composition of net assets of the Alliance Equity Master Trust at December 31, 1999 and 1998 was as follows:
1999 1998 --------------------------------------- Investment in registered investment companies: Alliance Equity Fund S.A. #4 (6,387.664 and 6,966.434 shares, respectively) $59,022,910 $47,408,255 Cash -- 117 Operating payables (28,676) (26,007) --------------------------------------- Total net assets $58,994,234 $47,382,365 =======================================
The composition of net assets of the ATI Common Stock Master Trust at December 31, 1999 and 1998 was as follows:
1999 1998 --------------------------------------- Allegheny Technologies Incorporated common stock (883,159 and 1,544,975 shares, respectively) $19,815,880 $31,575,427 Receivables 101,879 196,291 Short-Term Investment Fund 326,907 450,324 Operating payables (4,276) (10,492) --------------------------------------- Total net assets $20,240,390 $32,211,550 =======================================
30 31 401(k) Savings Account Plan for Employees of the Washington Plant Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The composition of net assets of the Allegheny Technologies Disciplined Stock Fund Master Trust at December 31, 1999 and 1998 was as follows:
1999 1998 ----------------------------------- Corporate common stock $44,796,765 $41,699,413 Noninterest-bearing cash 13,151 (5,217) Receivables 44,689 58,761 Short-Term Investment Fund 589,843 1,499,311 Operating payables (28,719) (51,809) ----------------------------------- Total net assets $45,415,729 $43,200,459 ===================================
The composition of net assets of the Teledyne Technologies Incorporated Common Stock Master Trust at December 31, 1999 and 1998 was as follows:
1999 1998 ----------------------------------- Teledyne Technologies Incorporated common stock (248,073 and -0- shares, respectively) $2,341,189 $-- Short-Term Investment Fund 41,774 -- Receivables 6,135 -- Operating payables (133) -- ----------------------------------- Total net assets $2,388,965 $-- ===================================
The composition of net assets of the Water Pik Technologies Inc. Common Stock Master Trust at December 31, 1999 and 1998 was as follows:
1999 1998 ----------------------------------- Water Pik Technologies Inc. common stock (87,153 and -0- shares, respectively) $833,401 $-- Short-Term Investment Fund 2,765 -- Receivables 11,909 -- Operating payables (41) -- ----------------------------------- Total net assets $848,034 $-- ===================================
31 32 401(k) Savings Account Plan for Employees of the Washington Plant Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The composition of the changes in net assets of the various master trusts is as follows:
FIXED INCOME MASTER ALLIANCE EQUITY MASTER ATI COMMON STOCK MASTER TRUST TRUST TRUST ----------------------------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31 ----------------------------------------------------------------------------------------------------- 1999 1998 1999 1998 1999 1998 ----------------------------------------------------------------------------------------------------- Investment income (loss): Interest income (loss) $ 7,765,761 $ 8,359,937 $ -- $ -- $ (465) $ (113) Realized gain (loss) on sale of investments -- -- -- -- 387,154 (620,712) Unrealized depreciation in fair value of investments -- -- -- -- (11,018,180) (5,308,345) Dividends -- -- -- -- 960,419 934,022 Net gain (loss), registered investment companies -- -- 15,731,932 (2,106,215) -- -- Net gain, common collective trusts 293,007 413,402 -- -- 34,305 41,352 Other income 18,993 1,138 -- -- -- -- Administrative expenses (183,985) (191,163) (202,397) (237,876) (21,480) (24,196) Transfers (25,494) (17,218,779) (3,917,666) (10,462,912) (2,312,913) 1,574,676 ----------------------------------------------------------------------------------------------------- Net increase (decrease) 7,868,282 (8,635,465) 11,611,869 (12,807,003) (11,971,160) (3,403,316) Total net assets at beginning of year 126,667,238 135,302,703 47,382,365 60,189,368 32,211,550 35,614,866 ----------------------------------------------------------------------------------------------------- Total net assets at end of year $134,535,520 $126,667,238 $58,994,234 $ 47,382,365 $ 20,240,390 $32,211,550 =====================================================================================================
32 33 401(k) Savings Account Plan for Employees of the Washington Plant Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED)
DREYFUS DREYFUS DREYFUS LIFESTYLE GROWTH AND LIFESTYLE GROWTH LIFESTYLE INCOME FUN INCOME FUND MASTER DISCIPLINED STOCK FUND FUND MASTER TRUST MASTER TRUST TRUST MASTER TRUST -------------------------------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31 -------------------------------------------------------------------------------------------------------- 1999 1998* 1999 1998* 1999 1998* 1999 1998* -------------------------------------------------------------------------------------------------------- Investment income (loss): Interest loss $-- $ -- $-- $ -- $-- $ -- $ (383) $ (925) Realized (loss) gain on sale of investments -- -- -- -- -- -- (58,566) 107,964 Unrealized appreciation (depreciation) in fair value of investments -- -- -- -- -- -- 7,190,385 4,322,009 Dividends -- -- -- -- -- -- 531,414 87,868 Net gain, common collective trusts -- 514,556 -- 109,828 -- 1,558,031 43,173 26,165 Other loss -- (14) -- -- -- (10) -- -- Administrative expenses -- (94) -- (34) -- (229) (347,043) (51,809) Transfers -- (5,631,496) -- (1,935,424) -- (24,298,600) (5,143,710) 38,709,187 -------------------------------------------------------------------------------------------------------- Net (decrease) increase -- (5,117,048) -- (1,825,630) -- (22,740,808) 2,215,270 43,200,459 Total net assets at beginning of year -- 5,117,048 -- 1,825,630 -- 22,740,808 43,200,459 -- -------------------------------------------------------------------------------------------------------- Total net assets at end of year $-- $ -- $-- $ -- $-- $ -- $45,415,729 $43,200,459 ========================================================================================================
TELEDYNE WATER PIK TECHNOLOGIES TECHNOLOGIES INC. INCORPORATED COMMON COMMON STOCK MASTER STOCK MASTER TRUST TRUST -------------------------------------------- -------------------------------------------- 1999 1998 1999 1998 -------------------------------------------- Investment income (loss): Interest loss $ 9 $-- $ -- $-- Realized (loss) gain on sale of investments (21,035) -- (3,052) -- Unrealized appreciation (depreciation) in fair value of investments (640,748) -- (88,259) -- Dividends -- -- -- -- Net gain, common collective trusts 176 -- 38 -- Other loss -- -- -- -- Administrative expenses (133) -- (41) -- Transfers 3,050,696 -- 939,348 -- ---------------------------------------- Net (decrease) increase 2,388,965 -- 848,034 -- Total net assets at beginning of year -- -- -- -- ---------------------------------------- Total net assets at end of year $2,388,965 $-- $848,034 $-- ========================================
* Partial year only. Reclassfied as common collective trusts. The investment contracts underlying the Fixed Income Master Trust have fully benefit-responsive features. The average yield for 1999 and 1998 for the Fixed Income Master Trust was 6.46% and 6.55%, respectively. Credited interest rates on the contracts ranged from 5.13% to 7.28% and 5.13% to 8.18% for 1999 and 1998, respectively, and are determined at contract inception. Interest, realized and unrealized gains and losses, and management fees from the master trusts are included in the net gain (loss) from interest in Allegheny Ludlum Corporation Master Trusts on the statement of changes in net assets available for benefits. 33 34 401(k) Savings Account Plan for Employees of the Washington Plant Notes to Financial Statements (continued) 4. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated March 3, 1998, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt. 5. TRANSACTIONS WITH PARTIES-IN-INTEREST Certain Plan investments are shares of mutual funds managed by Dreyfus Retirement Services. Dreyfus Retirement Services is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. Trustee and investment fees paid during 1999 and 1998 were based upon customary and reasonable rates for such services. One of the investment vehicles available to employees, the Allegheny Technologies Incorporated Company Stock Fund, contains stock of Allegheny Technologies (Allegheny Teledyne as of December 31, 1998). Allegheny Teledyne changed its name to Allegheny Technologies on November 29, 1999. In conjunction with the spin-offs of the Aerospace and Electronics and Consumer segments of Allegheny Teledyne into two new freestanding companies on November 29, 1999 (see Note 2), the Plan as a holder of shares of common stock prior to the spin-off received shares of the two new freestanding companies. Additionally, a reverse stock split occurred on the spin-off date (see Note 2). 6. SUBSEQUENT EVENT Effective January 1, 2000, a loan provision for general purpose loans was added to this Plan. An eligible participant may take up to two (2) loans at any one time. The minimum amount for a loan is $500 and the maximum is 50% of the participant's entire 401(k) savings balance or $50,000, whichever is less, minus any existing loan amount. The repayment period is a minimum of 6 months and a maximum of 60 months. The interest rate charged will be the prime rate plus 1%. Loans are repaid through regular payroll deductions. 34 35 401(k) Savings Account Plan for Employees of the Washington Plant EIN 25-0575410 Plan 020 Schedule H, Line 4(i)--Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999
DESCRIPTION UNITS/SHARES CURRENT VALUE - ---------------------------------------------------------------------------------------------------------------------- Common Collective Trusts - ------------------------ Dreyfus Lifestyle Growth and Income Fund* 12,494.328 shares $211,393 Dreyfus Lifestyle Growth Fund* 5,269.399 shares 108,766 Dreyfus Lifestyle Income Fund* 937.618 shares 12,942 ------------------- Total common collective trusts $333,101 =================== Registered Investment Companies - ------------------------------- Dreyfus Emerging Leaders Fund*: Interest in Dreyfus Emerging Leaders Fund 3,044.834 shares $111,837 Dreyfus International Value Fund*: Interest in Dreyfus International Value Fund 1,476.329 shares 26,677 ------------------- Total registered investment companies $138,514 ===================
*Party-in-interest 35 36 Audited Financial Statements and Supplemental Schedule Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation Years ended December 31, 1999 and 1998 with Report of Independent Auditors 36 37 Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation Audited Financial Statements and Supplemental Schedule Years ended December 31, 1999 and 1998 CONTENTS Report of Independent Auditors .............................................38 Audited Financial Statements Statements of Net Assets Available for Benefits.............................39 Statements of Changes in Net Assets Available for Benefits..................40 Notes to Financial Statements ..............................................41 Supplemental Schedule Schedule H, Line 4(i)--Schedule of Assets Held for Investment Purposes at End of Year.............................................................51 37 38 Report of Independent Auditors Personnel and Compensation Committee Allegheny Ludlum Corporation We have audited the accompanying statements of net assets available for benefits of the Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999 and 1998, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes as of December 31, 1999 is presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and is not a required part of the financial statements. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Pittsburgh, Pennsylvania June 9, 2000 38 39 Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation Statements of Net Assets Available for Benefits
DECEMBER 31 1999 1998 ------------------------------------------- ASSETS Investments, at fair value: Interest in Allegheny Ludlum Corporation Master Trusts $5,087,089 $4,501,027 Interest in registered investment companies 723,456 523,115 Interest in common collective trusts 449,111 372,238 Participant notes receivable 137,888 128,691 ------------------------------------------- Total investments 6,397,544 5,525,071 Contributions receivable 13,570 11,573 Other receivables 1,382 1,311 ------------------------------------------- Net assets available for benefits $6,412,496 $5,537,955 ===========================================
See accompanying notes. 39 40 Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31 1999 1998 ------------------------------------------- Additions: Contributions: Employer $ 347,322 $ 265,893 Employee 244,700 220,272 Investment income: Net gain from interest in Allegheny Ludlum Corporation Master Trusts 299,580 156,049 Net gain from interest in registered investment companies 181,357 52,956 Net gain from interest in common collective trusts 43,552 39,227 Interest income 10,481 12,981 Other income -- 109 ------------------------------------------- Total additions 1,126,992 747,487 Deductions: Transfers out of Plan 9,559 -- Distributions to participants 242,892 416,674 ------------------------------------------- Total deductions 252,451 416,674 ------------------------------------------- Net additions 874,541 330,813 Net assets available for benefits at beginning of year 5,537,955 5,207,142 ------------------------------------------- Net assets available for benefits at end of year $6,412,496 $5,537,955 ===========================================
See accompanying notes. 40 41 Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation Notes to Financial Statements December 31, 1999 1. SIGNIFICANT ACCOUNTING POLICIES Investments are stated at fair value determined as follows: The Common Stock Master Trusts consist of investments in either Allegheny Technologies Incorporated (Allegheny Teledyne as of December 31, 1998), Teledyne Technologies Incorporated or Water Pik Technologies Inc. common stock and are stated at the quoted market price as listed on the New York Stock Exchange. The Fixed Income Fund is stated at cost plus net earnings, which approximates market value and is provided by the Plan's trustee. All other funds are stated at their net asset value, based on the quoted market prices of the securities held in such funds on applicable exchanges. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 2. DESCRIPTION OF THE PLAN The purpose of the Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation (the Plan) is to provide a savings and retirement plan to eligible employees of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation (ALC) by allowing a portion of their salary to be set aside each month through payroll deductions. The Plan is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974. ALC is a wholly owned indirect subsidiary of Allegheny Technologies Incorporated (ATI). 41 42 Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) Depending on participants' years of service, participants can defer between 1% and 16%, subject to Internal Revenue Service limitations, of their eligible wages and contribute them to the Plan. The Plan Sponsor will match 50% of participant deferrals up to 8% of each participant's deferral based on years of service as described in the Plan. Any contributions made by participants in excess of the eligible matched portion will not be matched by the Plan Sponsor. In addition, the Plan Sponsor will contribute 6.5% of monthly eligible wages regardless if participants elect to contribute to the savings portion of the Plan. The Plan Sponsor also contributes $.50 for each hour participants work. Effective July 1, 1998, the Plan Sponsor increased this contribution to $.59 for each hour participants work. Separate accounts are maintained by the Plan Sponsor for each participating employee. Trustee fees and asset management fees charged by the Plan's trustee, Dreyfus Retirement Services, for the administration of all funds are charged against net assets available for benefits of the respective fund. Certain other expenses of administering the Plan are paid by the Plan Sponsor. Active employees can borrow up to 50% of their vested account balances. The loan amounts are further limited to a minimum of $500 and a maximum of $50,000, and an employee can obtain no more than three loans at one time. Interest rates are determined based on commercially accepted criteria, and payment schedules vary based on the type of the loan. General purpose loans are repaid over 6 to 60 months, and primary residence loans are repaid over periods up to 180 months. Payments are made by payroll deductions. Effective November 29, 1999, Allegheny Teledyne's (the Plan Sponsor) name was changed to Allegheny Technologies Incorporated. Also, the Aerospace and Electronics and Consumer segments of Allegheny Teledyne were spunoff into two new freestanding public companies--Teledyne Technologies Incorporated and Water Pik Technologies Inc. Stockholders of Allegheny Teledyne became stockholders of Teledyne Technologies Incorporated and Water Pik Technologies Inc., thus creating two new master trusts. Participants may continue to hold interest in the two new companies until December 31, 2002, at which time these two master trusts will be terminated and the assets will be transferred to one of the other plan investment options. 42 43 Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) In conjunction with the spin-offs of the Aerospace and Electronics and Consumer segments of Allegheny Teledyne into two new freestanding companies, the Plan as a holder of shares of common stock prior to the spin-off received the following distributions on November 29, 1999: one share of Water Pik Technologies Inc. for every seven shares held of Allegheny Teledyne and one share of Teledyne Technologies Incorporated for every twenty shares held of Allegheny Teledyne. Additionally, a reverse stock split occurred on the spin-off date and resulted in one share of Allegheny Technologies Incorporated common stock for every two shares held of Allegheny Teledyne common stock. Certain financial information for the year ended December 31, 1998 has been reclassified to conform with the financial statement presentation for the year ended December 31, 1999. These reclassifications did not impact total net assets available for benefits. In the event that the Plan is partially or completely terminated, or the Plan Sponsor permanently discontinues making contributions, all amounts credited to the accounts of affected participants become fully vested and nonforfeitable. Further information about the Plan, including eligibility, vesting, contributions, and withdrawals, is contained in the Summary Plan Description and related contracts. Copies of this Summary Plan Description are available from the Allegheny Technologies Personnel and Compensation Committee. 3. INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets.
DECEMBER 31 1999 1998 -------------------------------------------- Alliance Equity Fund $ 408,444 $ 283,603 Fixed Income Fund 3,705,595 3,102,337 Allegheny Technologies Disciplined Stock Fund 696,006 722,434 Dreyfus Small Company Value Fund -- 508,230 Company Stock Fund -- 404,296 Dreyfus Emerging Leaders Fund 699,809 -
43 44 Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation Notes to Financial Statements (continued) 3. INVESTMENTS As of December 31, 1999, the Plan is a participant in the Fixed Income Master Trust, the Alliance Equity Master Trust, the ATI Common Stock Master Trust, and the Allegheny Technologies Disciplined Stock Fund Master Trust. During 1998, the Dreyfus Lifestyle Growth and Income Fund, the Dreyfus Lifestyle Growth Fund and the Dreyfus Lifestyle Income Fund were reclassified as common collective trusts from master trusts while the Allegheny Technologies Disciplined Stock Fund was reclassified to a master trust from the Dreyfus Disciplined Stock Fund, a registered investment company. The Plan's participating interests in these master trusts as of December 31, 1999 and 1998 were as follows:
1999 1998 ---------------------------------------- Fixed Income Master Trust 2.75% 2.44% Alliance Equity Master Trust 0.69 0.60 ATI Common Stock Master Trust 1.18 1.25 Allegheny Technologies Disciplined Stock Fund Master Trust 1.53 1.67 Teledyne Technologies Incorporated Common Stock Master Trust 1.18 -- Water Pik Technologies Inc. Common Stock Master Trust 1.18 --
44 45 Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The composition of the net assets of the Fixed Income Master Trust at December 31, 1999 and 1998 was as follows:
1999 1998 --------------------------------------- Guaranteed investment contracts: Confederation Life Insurance Company $ -- $ 2,575 John Hancock Life Insurance Company 8,328,120 5,100,000 New York Life Insurance Company -- 13,258,607 Pacific Mutual Life Insurance Company 6,565,846 6,167,430 Peoples Security Life Insurance Company 6,474,471 10,367,671 Southland Life Insurance Company 5,796,035 10,752,479 Transamerica Occidental 11,678,338 11,296,810 Sun America, Inc. 3,007,834 3,000,000 Business Mens Assurance Company of America 2,497,621 2,505,536 Protective Life Insurance Company 2,999,471 3,002,482 Safeco Life Insurance 3,000,504 3,000,000 United of Omaha 5,044,635 -- Ohio National Life 4,577,686 -- Combined Life Insurance Company 4,658,686 -- Canada Life 4,136,813 -- Monumental Life Insurance Company 1,999,853 -- Hartford Life Insurance Company 2,000,000 -- Pruco Pace Credit Enhanced 3,062,854 -- ---------------------------------------- 75,828,767 68,453,590 Synthetic contracts: Caisse des Depots et Consignations 11,135,225 12,865,126 Peoples Security Life Insurance Company 2,977,064 2,968,196 Transamerica Occidental 13,970,912 13,859,523 Union Bank of Switzerland 5,949,968 5,935,391 Westdeutsche Landesbank Girozentrale 17,030,049 16,952,480 ---------------------------------------- 51,063,218 52,580,716 Temporary short-term investments 6,293,422 4,248,515 Accrued interest receivable 1,435,635 1,572,918 Other payables (85,522) (88,501) ---------------------------------------- Total net assets $ 134,535,520 $ 126,667,238 ========================================
45 46 Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The composition of net assets of the Alliance Equity Master Trust at December 31, 1999 and 1998 was as follows:
1999 1998 -------------------------------------------- Investment in registered investment companies: Alliance Equity Fund S.A. #4 (6,387.664 and 6,966.434 shares, respectively) $59,022,910 $47,408,255 Cash -- 117 Operating payables (28,676) (26,007) -------------------------------------------- Total net assets $58,994,234 $47,382,365 ============================================
The composition of net assets of the ATI Common Stock Master Trust at December 31, 1999 and 1998 was as follows:
1999 1998 -------------------------------------------- Allegheny Technologies Incorporated common stock (883,159 and 1,544,975 shares, respectively) $19,815,880 $31,575,427 Receivables 101,879 196,291 Short-Term Investment Fund 326,907 450,324 Operating payables (4,276) (10,492) -------------------------------------------- Total net assets $20,240,390 $32,211,550 ============================================
The composition of net assets of the Allegheny Technologies Disciplined Stock Fund Master Trust at December 31, 1999 and 1998 was as follows:
1999 1998 ------------------------------------------- Corporate common stock $44,796,765 $41,699,413 Noninterest-bearing cash 13,151 (5,217) Receivables 44,689 58,761 Short-Term Investment Fund 589,843 1,499,311 Operating payables (28,719) (51,809) ------------------------------------------- Total net assets $45,415,729 $43,200,459 ===========================================
46 47 Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The composition of net assets of the Teledyne Technologies Incorporated Common Stock Master Trust at December 31, 1999 and 1998 was as follows:
1999 1998 ----------------------------------------- Teledyne Technologies Incorporated common stock (248,073 and -0- shares, respectively) $2,341,189 $ -- Short-Term Investment Fund 41,774 -- Receivables 6,135 -- Operating payables (133) -- ----------------------------------------- Total net assets $2,388,965 $ -- =========================================
The composition of net assets of the Water Pik Technologies Inc. Common Stock Master Trust at December 31, 1999 and 1998 was as follows:
1999 1998 ----------------------------------------- Water Pik Technologies Inc. common stock (87,153 and -0- shares, respectively) $833,401 $ -- Short-Term Investment Fund 2,765 -- Receivables 11,909 -- Operating payables (41) -- ----------------------------------------- Total net assets $848,034 $ -- =========================================
47 48 Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The composition of the changes in net assets of the various master trusts is as follows:
FIXED INCOME MASTER ALLIANCE EQUITY MASTER ATI COMMON STOCK MASTER TRUST TRUST TRUST ------------------------------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31 ------------------------------------------------------------------------------------------------------- 1999 1998 1999 1998 1999 1998 ------------------------------------------------------------------------------------------------------- Investment income (loss): Interest income (loss) $ 7,765,761 $ 8,359,937 $ -- $ -- $ (465) $ (113) Realized gain (loss) on sale of -- -- -- -- 387,154 (620,712) investments Unrealized depreciation in fair value of investments -- -- -- -- (11,018,180) (5,308,345) Dividends -- -- -- -- 960,419 934,022 Net gain (loss), registered investment companies -- -- 15,731,932 (2,106,215) -- -- Net gain, common collective trusts 293,007 413,402 -- -- 34,305 41,352 Other income 18,993 1,138 -- -- -- -- Administrative expenses (183,985) (191,163) (202,397) (237,876) (21,480) (24,196) Transfers (25,494) (17,218,779) (3,917,666) (10,462,912) (2,312,913) 1,574,676 ---------------------------------------------------------------------------------------------------- Net increase (decrease) 7,868,282 (8,635,465) 11,611,869 (12,807,003) (11,971,160) (3,403,316) Total net assets at beginning of year 126,667,238 135,302,703 47,382,365 60,189,368 32,211,550 35,614,866 ---------------------------------------------------------------------------------------------------- Total net assets at end of year $134,535,520 $126,667,238 $58,994,234 $ 47,382,365 $ 20,240,390 $32,211,550 ====================================================================================================
48 49 Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED)
DREYFUS DREYFUS DREYFUS LIFESTYLE GROWTH AND LIFESTYLE GROWTH LIFESTYLE INCOME INCOME FUND MASTER FUND MASTER TRUST FUND MASTER TRUST TRUST ---------------------------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31 ---------------------------------------------------------------------------------------------------- 1999 1998* 1999 1998* 1999 1998* ---------------------------------------------------------------------------------------------------- Investment income (loss): Interest loss $- $ -- $- $ -- $- $ -- Realized (loss) gain on sale of investments - -- - -- - -- Unrealized appreciation (depreciation) in fair value of investments - -- - -- - -- Dividends - -- - -- - -- Net gain, common collective trusts - 514,556 - 109,828 - 1,558,031 Other loss - (14) - -- - (10) Administrative expenses - (94) - (34) - (229) Transfers - (5,631,496) - (1,935,424) - (24,298,600) ---------------------------------------------------------------------------------------------------- Net (decrease) increase - (5,117,048) - (1,825,630) - (22,740,808) Total net assets at beginning of year - 5,117,048 - 1,825,630 - 22,740,808 ---------------------------------------------------------------------------------------------------- Total net assets at end of year $- $ -- $- $ -- $- $ -- ====================================================================================================
TELEDYNE WATER PIK ALLEGHENY TECHNOLOGIES TECHNOLOGIES TECHNOLOGIES INC. DISCIPLINED STOCK FUND INCORPORATED COMMON COMMON STOCK MASTER MASTER TRUST STOCK MASTER TRUST TRUST ---------------------------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31 ---------------------------------------------------------------------------------------------------- 1999 1998* 1999 1998 1999 1998 ---------------------------------------------------------------------------------------------------- Investment income (loss): Interest loss $ (383) $ (925) $ 9 $- $ -- $-- Realized (loss) gain on sale of investments (58,566) 107,964 (21,035) - (3,052) -- Unrealized appreciation (depreciation) in fair value of investments 7,190,385 4,322,009 (640,748) - (88,259) -- Dividends 531,414 87,868 -- - -- -- Net gain, common collective trusts 43,173 26,165 176 - 38 -- Other loss -- -- -- - -- -- Administrative expenses (347,043) (51,809) (133) - (41) -- Transfers (5,143,710) 38,709,187 3,050,696 - 939,348 -- ---------------------------------------------------------------------------------------------------- Net (decrease) increase 2,215,270 43,200,459 2,388,965 - 848,034 -- Total net assets at beginning of year 43,200,459 -- -- - -- -- ---------------------------------------------------------------------------------------------------- Total net assets at end of year $ 45,415,729 $ 43,200,459 $ 2,388,965 $- $ 848,034 $-- ====================================================================================================
* Partial year only. Reclassified as common collective trusts. The investment contracts underlying the Fixed Income Master Trust have fully benefit-responsive features. The average yield for 1999 and 1998 for the Fixed Income Master Trust was 6.46% and 6.55%, respectively. Credited interest rates on the contracts ranged from 5.13% to 7.28% and 5.13% to 8.18% for 1999 and 1998, respectively, and are determined at contract inception. Interest, realized and unrealized gains and losses, and management fees from the master trusts are included in the net gain (loss) from interest in Allegheny Ludlum Corporation Master Trusts on the statement of changes in net assets available for benefits. 49 50 Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation Notes to Financial Statements (continued) 4. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated February 1, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt. 5. TRANSACTIONS WITH PARTIES-IN-INTEREST Certain Plan investments are shares of mutual funds managed by Dreyfus Retirement Services. Dreyfus Retirement Services is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. Trustee and investment fees paid during 1999 and 1998 were based upon customary and reasonable rates for such services. One of the investments vehicles available to employees, the Allegheny Technologies Incorporated Company Stock Fund, contains stock of Allegheny Technologies (Allegheny Teledyne as of December 31, 1998). Allegheny Teledyne changed its name to Allegheny Technologies on November 29, 1999. In conjunction with the spin-offs of the Aerospace and Electronics and Consumer segments of Allegheny Teledyne into two new freestanding companies on November 29, 1999 (see Note 2), the Plan as a holder of shares of common stock prior to the spin-off received shares of the two new freestanding companies. Additionally, a reverse stock split occurred on the spin-off date (see Note 2). 50 51 Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation EIN 25-1364874 Plan 007 Schedule H, Line 4(i)--Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999
DESCRIPTION UNITS/SHARES CURRENT VALUE - ----------------------------------------------------------------------------------------------- Common Collective Trusts - ------------------------ Dreyfus Lifestyle Growth and Income Fund* 10,137.272 shares $171,514 Dreyfus Lifestyle Growth Fund* 10,829.882 shares 223,541 Dreyfus Lifestyle Income Fund* 3,916.253 shares 54,056 ------------------- Total common collective trusts $449,111 =================== Registered Investment Companies - ------------------------------- Dreyfus Small Company Value Fund*: Interest in Dreyfus Small Company Value Fund 0.046 shares $ 1 Dreyfus Emerging Leaders Fund*: Interest in Dreyfus Emerging Leaders Fund 19,052.786 shares 699,809 Dreyfus International Value Fund*: Interest in Dreyfus International Value Fund 1,308.566 shares 23,646 ------------------- Total registered investment companies $723,456 =================== Participant notes receivable 8.75% to 9.5% $137,888 ===================
* Party-in-interest 51 52 Audited Financial Statements and Supplemental Schedule Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan Years ended December 31, 1999 and 1998 with Report of Independent Auditors 52 53 Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan Audited Financial Statements and Supplemental Schedule Years ended December 31, 1999 and 1998 CONTENTS Report of Independent Auditors .............................................54 Audited Financial Statements Statements of Net Assets Available for Benefits.............................55 Statements of Changes in Net Assets Available for Benefits..................56 Notes to Financial Statements ..............................................57 Supplemental Schedule Schedule H, Line 4(i)--Schedule of Assets Held for Investment Purposes at End of Year.........................................................66 53 54 Report of Independent Auditors Personnel and Compensation Committee Allegheny Ludlum Corporation We have audited the accompanying statements of net assets available for benefits of the Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999 and 1998, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes as of December 31, 1999 is presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and is not a required part of the financial statements. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Pittsburgh, Pennsylvania June 9, 2000 54 55 Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan Statements of Net Assets Available for Benefits
DECEMBER 31 1999 1998 ----------- ----------- ASSETS Investments, at fair value: Interest in Allegheny Ludlum Corporation Master Trusts $67,448,143 $60,640,342 Interest in registered investment companies 4,649,113 3,118,663 Interest in common collective trusts 8,621,817 6,814,145 Participant notes receivable 3,419,635 2,933,000 ----------- ----------- Total investments 84,138,708 73,506,150 Contributions receivable 11,756 9,330 Other receivables (payables) 4,402 (66,171) ----------- ----------- Net assets available for benefits $84,154,866 $73,449,309 =========== ===========
See accompanying notes. 55 56 Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31 1999 1998 ------------ ----------- Additions: Contributions: Employer $ 2,664,707 $ 2,595,723 Employee 5,197,756 4,897,143 Investment income: Net gain from interest in Allegheny Ludlum Corporation Master Trusts 4,022,816 1,979,802 Net gain from interest in registered investment companies 1,124,340 352,278 Net gain from interest in common collective trusts 803,382 642,959 Interest income 266,642 246,535 Other (loss) income (98) 5,185 ----------- ----------- Total additions 14,079,545 10,719,625 Deductions: Transfers out 29,199 -- Distributions to participants 3,344,789 3,115,487 ----------- ----------- Total deductions 3,373,988 3,115,487 ----------- ----------- Net additions 10,705,557 7,604,138 Net assets available for benefits at beginning of year 73,449,309 65,845,171 ----------- ----------- Net assets available for benefits at end of year $84,154,866 $73,449,309 =========== ===========
See accompanying notes. 56 57 Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan Notes to Financial Statements December 31, 1999 1. SIGNIFICANT ACCOUNTING POLICIES Investments are stated at fair value determined as follows: The Common Stock Master Trusts consist of investments in either Allegheny Technologies Incorporated (Allegheny Teledyne as of December 31, 1998), Teledyne Technologies Incorporated, or Water Pik Technologies Inc. common stock and are stated at the quoted market price as listed on the New York Stock Exchange. The Fixed Income Fund is stated at cost plus net earnings, which approximates market value and is provided by the Plan's trustee. All other funds are stated at their net asset value, based on the quoted market prices of the securities held in such funds on applicable exchanges. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 2. DESCRIPTION OF THE PLAN The purpose of the Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan (the Plan) is to provide retirement benefits to eligible employees of Allegheny Ludlum Corporation (ALC) through company contributions and to encourage employee thrift by permitting eligible employees to defer a part of their compensation and contribute such deferral to the Plan. The Plan is a defined contribution plan and subject to the provisions of the Employee Retirement Income Security Act of 1974. ALC is a wholly owned indirect subsidiary of Allegheny Technologies Incorporated (ATI). ALC, the Plan Sponsor, contributes to the Plan fifty cents per hour worked per eligible employee. Unless otherwise specified by the participant, all contributions are made to the Fixed Income Fund. Such contributions are made only from current income or accumulated earnings of the Plan Sponsor. The Plan allows participants to direct contributions made on their behalf to any of the investment alternatives. The Plan allows employees to set aside up to 18% of eligible wages each pay period through payroll deductions subject to Internal Revenue Service limitations. 57 58 Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) Separate accounts are maintained by the Plan Sponsor for each participating employee. Trustee fees and asset management fees charged by the Plan's trustee, Dreyfus Retirement Services, for the administration of all funds are charged against net assets available for benefits of the respective fund. Certain other expenses of administering the Plan are paid by the Plan Sponsor. A participant may make an "in-service" withdrawal of all or part of the value of his account attributable to employer contributions. Contributions made to an employee's 401(k) account may be withdrawn at age 59-1/2, or in the event of financial hardship prior to age 59-1/2. Upon termination of employment or retirement, a participant is fully entitled to his account balance. Effective November 29, 1999, Allegheny Teledyne's (the Plan Sponsor) name was changed to Allegheny Technologies Incorporated. Also, the Aerospace and Electronics and Consumer segments of Allegheny Teledyne were spunoff into two new freestanding public companies--Teledyne Technologies Incorporated and Water Pik Technologies Inc. Stockholders of Allegheny Teledyne became stockholders of Teledyne Technologies Incorporated and Water Pik Technologies Inc., thus creating two new master trusts. Participants may continue to hold interest in the two new companies until December 31, 2002, at which time these two master trusts will be terminated and the assets will be transferred to one of the other plan investment options. In conjunction with the spin-offs of the Aerospace and Electronics and Consumer segments of Allegheny Teledyne into two new freestanding companies, the Plan as a holder of shares of common stock prior to the spin-off received the following distributions on November 29, 1999: one share of Water Pik Technologies Inc. for every seven shares held of Allegheny Teledyne and one share of Teledyne Technologies Incorporated for every twenty shares held of Allegheny Teledyne. Additionally, a reverse stock split occurred on the spin-off date and resulted in one share of Allegheny Technologies Incorporated common stock for every two shares held of Allegheny Teledyne common stock. Certain financial information for the year ended December 31, 1998 has been reclassified to conform with the financial statement presentation for the year ended December 31, 1999. These reclassifications did not impact total net assets available for benefits. In the event that the Plan is completely or partially terminated or ALC completely discontinues contributions, all amounts credited to the accounts of the affected participants shall immediately become fully vested and nonforfeitable. 58 59 Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) Further information about the Plan, including eligibility, vesting, contributions and withdrawals, is contained in the Summary Plan Description and related contracts. Copies of this Summary Plan Description are available from the Allegheny Technologies Personnel and Compensation Committee. 3. INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets. DECEMBER 31 1999 1998 ----------- ----------- Dreyfus Lifestyle Growth and Income Fund $ 5,039,736 $ 4,544,350 Alliance Equity Fund 11,823,956 8,667,384 Fixed Income Fund 41,083,204 36,148,125 Allegheny Technologies Disciplined Stock Fund 8,433,805 6,840,537 Company Stock Fund 5,273,832 8,828,194 As of December 31, 1999, the Plan is a participant in the Fixed Income Master Trust, the Alliance Equity Master Trust, the ATI Common Stock Master Trust, and the Allegheny Technologies Disciplined Stock Fund Master Trust. During 1998, the Dreyfus Lifestyle Growth and Income Fund, the Dreyfus Lifestyle Growth Fund, and the Dreyfus Lifestyle Income Fund were reclassified as common collective trusts from master trusts, while the Allegheny Technologies Disciplined Stock Fund was reclassified to a master trust from the Dreyfus Disciplined Stock Fund, a registered investment company. The Plan's participating interests in these master trusts as of December 31, 1999 and 1998 were as follows: 1999 1998 ------ ------ Fixed Income Master Trust 30.54% 28.63% Alliance Equity Master Trust 20.04 18.34 ATI Common Stock Master Trust 26.06 27.44 Allegheny Technologies Disciplined Stock Fund Master Trust 18.57 15.84 Teledyne Technologies Incorporated Common Stock Master Trust 25.77 -- Water Pik Technologies Inc. Common Stock Master Trust 25.69 -- 59 60 Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The composition of the net assets of the Fixed Income Master Trust at December 31, 1999 and 1998 was as follows: 1999 1998 ------------ ------------ Guaranteed investment contracts: Confederation Life Insurance Company $ -- $ 2,575 John Hancock Life Insurance Company 8,328,120 5,100,000 New York Life Insurance Company -- 13,258,607 Pacific Mutual Life Insurance Company 6,565,846 6,167,430 Peoples Security Life Insurance Company 6,474,471 10,367,671 Southland Life Insurance Company 5,796,035 10,752,479 Transamerica Occidental 11,678,338 11,296,810 Sun America, Inc. 3,007,834 3,000,000 Business Mens Assurance Company of America 2,497,621 2,505,536 Protective Life Insurance Company 2,999,471 3,002,482 Safeco Life Insurance 3,000,504 3,000,000 United of Omaha 5,044,635 -- Ohio National Life 4,577,686 -- Combined Life Insurance Company 4,658,686 -- Canada Life 4,136,813 -- Monumental Life Insurance Company 1,999,853 -- Hartford Life Insurance Company 2,000,000 -- Pruco Pace Credit Enhanced 3,062,854 -- ------------ ------------ 75,828,767 68,453,590 Synthetic contracts: Caisse des Depots et Consignations 11,135,225 12,865,126 Peoples Security Life Insurance Company 2,977,064 2,968,196 Transamerica Occidental 13,970,912 13,859,523 Union Bank of Switzerland 5,949,968 5,935,391 Westdeutsche Landesbank Girozentrale 17,030,049 16,952,480 ------------ ------------ 51,063,218 52,580,716 Temporary short-term investments 6,293,422 4,248,515 Accrued interest receivable 1,435,635 1,572,918 Other payables (85,522) (88,501) ------------ ------------ Total net assets $134,535,520 $126,667,238 ============ ============ 60 61 Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The composition of net assets of the Alliance Equity Master Trust at December 31, 1999 and 1998 was as follows: 1999 1998 ----------- ----------- Investment in registered investment companies: Alliance Equity Fund S.A. #4 (6,387.664 and 6,966.434 shares, respectively) $59,022,910 $47,408,255 Cash -- 117 Operating payables (28,676) (26,007) ----------- ----------- Total net assets $58,994,234 $47,382,365 =========== =========== The composition of net assets of the ATI Common Stock Master Trust at December 31, 1999 and 1998 was as follows: 1999 1998 ----------- ----------- Allegheny Technologies Incorporated common stock (883,159 and 1,544,975 shares, respectively) $19,815,880 $31,575,427 Receivables 101,879 196,291 Short-Term Investment Fund 326,907 450,324 Operating payables (4,276) (10,492) ----------- ----------- Total net assets $20,240,390 $32,211,550 =========== =========== The composition of net assets of the Allegheny Technologies Disciplined Stock Fund Master Trust at December 31, 1999 and 1998 was as follows: 1999 1998 ----------- ----------- Corporate common stock $44,796,765 $41,699,413 Noninterest-bearing cash 13,151 (5,217) Receivables 44,689 58,761 Short-Term Investment Fund 589,843 1,499,311 Operating payables (28,719) (51,809) ----------- ----------- Total net assets $45,415,729 $43,200,459 =========== =========== 61 62 Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The composition of net assets of the Teledyne Technologies Incorporated Common Stock Master Trust at December 31, 1999 and 1998 was as follows: 1999 1998 ---------- ---------- Teledyne Technologies Incorporated common stock (248,073 and -0- shares, respectively) $2,341,189 $ -- Short-Term Investment Fund 41,774 -- Receivables 6,135 -- Operating payables (133) -- ---------- ---------- Total net assets $2,388,965 $ -- ========== ========== The composition of net assets of the Water Pik Technologies Inc. Common Stock Master Trust at December 31, 1999 and 1998 was as follows: 1999 1998 -------- -------- Water Pik Technologies Inc. common stock (87,153 and -0- shares, respectively) $833,401 $ -- Short-Term Investment Fund 2,765 -- Receivables 11,909 -- Operating payables (41) -- -------- -------- Total net assets $848,034 $ -- ======== ======== 62 63 Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The composition of the changes in net assets of the various master trusts is as follows:
FIXED INCOME MASTER ALLIANCE EQUITY MASTER ATI COMMON STOCK MASTER TRUST TRUST TRUST ---------------------------- --------------------------- --------------------------- YEAR ENDED DECEMBER 31 ------------------------------------------------------------------------------------------ 1999 1998 1999 1998 1999 1998 ------------ ------------ ----------- ------------ ------------ ----------- Investment income (loss): Interest income (loss) $ 7,765,761 $ 8,359,937 $ -- $ -- $ (465) $ (113) Realized gain (loss) on sale of investments -- -- -- -- 387,154 (620,712) Unrealized depreciation in fair value of investments -- -- -- -- (11,018,180) (5,308,345) Dividends -- -- -- -- 960,419 934,022 Net gain (loss), registered investment companies -- -- 15,731,932 (2,106,215) -- -- Net gain, common collective trusts 293,007 413,402 -- -- 34,305 41,352 Other income 18,993 1,138 -- -- -- -- Administrative expenses (183,985) (191,163) (202,397) (237,876) (21,480) (24,196) Transfers (25,494) (17,218,779) (3,917,666) (10,462,912) (2,312,913) 1,574,676 ------------ ------------ ----------- ------------ ------------ ----------- Net increase (decrease) 7,868,282 (8,635,465) 11,611,869 (12,807,003) (11,971,160) (3,403,316) Total net assets at beginning of year 126,667,238 135,302,703 47,382,365 60,189,368 32,211,550 35,614,866 ------------ ------------ ----------- ------------ ------------ ----------- Total net assets at end of year $134,535,520 $126,667,238 $58,994,234 $ 47,382,365 $ 20,240,390 $32,211,550 ============ ============ =========== ============ ============ ===========
63 64 Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED)
DREYFUS DREYFUS DREYFUS LIFESTYLE GROWTH AND LIFESTYLE GROWTH FUND LIFESTYLE INCOME FUND INCOME FUND MASTER MASTER TRUST MASTER TRUST TRUST --------------------- --------------------- ------------------------ YEAR ENDED DECEMBER 31 ---------------------------------------------------------------------- 1999 1998* 1999 1998* 1999 1998* -------- ----------- -------- ----------- -------- ------------ Investment income (loss): Interest loss $ -- $ -- $ -- $ -- $ -- $ -- Realized (loss) gain on sale of -- -- -- -- -- -- investments Unrealized appreciation (depreciation) in -- -- -- -- -- -- fair value of investments Dividends -- -- -- -- -- -- Net gain, common collective trusts -- 514,556 -- 109,828 -- 1,558,031 Other loss -- (14) -- -- -- (10) Administrative expenses -- (94) -- (34) -- (229) Transfers -- (5,631,496) -- (1,935,424) -- (24,298,600) -------- ----------- -------- ----------- -------- ------------ Net (decrease) increase -- (5,117,048) -- (1,825,630) -- (22,740,808) Total net assets at beginning of year -- 5,117,048 -- 1,825,630 -- 22,740,808 -------- ----------- -------- ----------- -------- ------------ Total net assets at end of year $ -- $ -- $ -- $ -- $ -- $ -- ----==== =========== ----==== =========== ----==== ============
TELEDYNE WATER PIK ALLEGHENY TECHNOLOGIES TECHNOLOGIES TECHNOLOGIES INC. DISCIPLINED STOCK FUND INCORPORATED COMMON COMMON STOCK MASTER MASTER TRUST STOCK MASTER TRUST TRUST ------------------------ ------------------- -------------------- ------------------------------------------------------------------------ 1999 1998* 1999 1998 1999 1998 ----------- ----------- ---------- ------- -------- ---------- Investment income (loss): Interest loss $ (383) $ (925) $ 9 $ -- $ -- $ -- Realized (loss) gain on sale of (58,566) 107,964 (21,035) -- (3,052) -- investments Unrealized appreciation (depreciation) in 7,190,385 4,322,009 (640,748) -- (88,259) -- fair value of investments Dividends 531,414 87,868 -- -- -- -- Net gain, common collective trusts 43,173 26,165 176 -- 38 -- Other loss -- -- -- -- -- -- Administrative expenses (347,043) (51,809) (133) -- (41) -- Transfers (5,143,710) 38,709,187 3,050,696 -- 939,348 -- ----------- ----------- ---------- ------- -------- ---- Net (decrease) increase 2,215,270 43,200,459 2,388,965 -- 848,034 -- Total net assets at beginning of year 43,200,459 -- -- -- -- -- ----------- ----------- ---------- ------- -------- --------- Total net assets at end of year $45,415,729 $43,200,459 $2,388,965 $ -- $848,034 $ -- =========== =========== ========== ======= ======== =========
* Partial year only. Reclassified as common collective trusts. The investment contracts underlying the Fixed Income Master Trust have fully benefit-responsive features. The average yield for 1999 and 1998 for the Fixed Income Master Trust was 6.46% and 6.55%, respectively. Credited interest rates on the contracts ranged from 5.13% to 7.28% and 5.13% to 8.18% for 1999 and 1998, respectively, and are determined at contract inception. Interest, realized and unrealized gains and losses, and management fees from the master trusts are included in the net gain (loss) from interest in Allegheny Ludlum Corporation Master Trusts on the statement of changes in net assets available for benefits. 64 65 Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan Notes to Financial Statements (continued) 4. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated November 30, 1995, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt. 5. TRANSACTIONS WITH PARTIES-IN-INTEREST Certain Plan investments are shares of mutual funds managed by Dreyfus Retirement Services. Dreyfus Retirement Services is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. Trustee and investment fees paid during 1999 and 1998 were based upon customary and reasonable rates for such services. One of the investment vehicles available to employees, the Allegheny Technologies Incorporated Company Stock Fund, contains stock of Allegheny Technologies (Allegheny Teledyne as of December 31, 1998). Allegheny Teledyne changed its name to Allegheny Technologies on November 29, 1999. In conjunction with the spin-offs of the Aerospace and Electronics and Consumer segments of Allegheny Teledyne into two new freestanding companies on November 29, 1999 (see Note 2), the Plan as a holder of shares of common stock prior to the spin-off received shares of the two new freestanding companies. Additionally, a reverse stock split occurred on the spin-off date (see Note 2). 65 66 Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan EIN 25-1364894 Plan 005 Schedule H, Line 4(i)--Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999
DESCRIPTION UNITS/SHARES CURRENT VALUE - ---------------------------------------------------------------------------------------------- Common Collective Trusts - ------------------------ Dreyfus Lifestyle Growth and Income Fund* 297,872.209 shares $5,039,736 Dreyfus Lifestyle Growth Fund* 141,437.068 shares 2,919,422 Dreyfus Lifestyle Income Fund* 48,008.507 shares 662,659 ---------- Total common collective trusts $8,621,817 ========== Registered Investment Companies - ------------------------------- Dreyfus Emerging Leaders Fund*: Interest in Dreyfus Emergency Leaders Fund 98,919.02 shares $3,633,296 ========== Dreyfus International Value Fund*: Interest in Dreyfus International Value Fund 56,215.674 shares 1,015,817 ---------- Total registered investment companies $4,649,113 ========== Participant notes receivable* 8.75% to 9.50% $3,419,635 ==========
*Party-in-interest 66 67 Audited Financial Statements Teledyne 401(k) Plan Years ended December 31, 1999 and 1998 with Report of Independent Auditors 67 68 Teledyne 401(k) Plan Audited Financial Statements Years ended December 31, 1999 and 1998 CONTENTS Report of Independent Auditors .............................................69 Audited Financial Statements Statements of Net Assets Available for Benefits ............................70 Statements of Changes in Net Assets Available for Benefits..................71 Notes to Financial Statements ..............................................72 Supplemental Schedule Schedule H, Line 4(i)--Schedule of Assets Held for Investment Purposes at End of Year..........................................................81 68 69 Report of Independent Auditors Personnel and Compensation Committee Allegheny Technologies Incorporated We have audited the accompanying statements of net assets available for benefits of the Teledyne 401(k) Plan as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1999 and 1998, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedule of assets held for investment purposes at end of year as of December 31, 1999 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Ernst & Young LLP Pittsburgh, Pennsylvania June 23, 2000 69 70 Teledyne 401(k) Plan Statements of Net Assets Available for Benefits (000s Omitted)
DECEMBER 31 1999 1998 ------------------------------------ Investments at fair value: Interest in collective investment fund $ 23,023 $ 18,689 Mutual fund 30,408 23,626 Teledyne custom funds 221,532 195,039 Participant loans 7,794 7,002 ------------------------------------ Total investments 282,757 244,356 Contributions receivable 1,215 -- Other (229) -- ------------------------------------ Net assets available for benefits $283,743 $244,356 ====================================
See accompanying notes. 70 71 Teledyne 401(k) Plan Statements of Changes in Net Assets Available for Benefits (000s Omitted)
YEAR ENDED DECEMBER 31 1999 1998 -------------------- --------------------- Additions: Contributions: Employer $ 7,123 $ 7,639 Employee 30,317 32,161 Interest and dividend income 2,882 1,531 Net appreciation in fair value of investments 26,193 31,646 Transfers to (from) plan 6,298 (2,390) Other, net 461 173 -------------------- --------------------- Total additions 73,274 70,760 Deductions: Distributions to participants 33,887 17,117 -------------------- --------------------- Net additions 39,387 53,643 Net assets available for benefits at beginning of year 244,356 190,713 -------------------- --------------------- Net assets available for benefits at end of year $283,743 $244,356 ==================== =====================
See accompanying notes. 71 72 Teledyne 401(k) Plan Notes to Financial Statements December 31, 1999 1. SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying financial statements of the Teledyne 401(k) Plan ("the Plan") have been prepared on an accrual basis. VALUATION OF INVESTMENTS The Teledyne custom funds are stated at their unit values established for each fund at each valuation date, which fluctuate with the value of the assets in the fund. Units of the Allegheny Technologies Incorporated, Teledyne Technologies Incorporated and Water Pik Technologies, Inc. Stock Funds are valued principally on the basis of the market value of the Allegheny Technologies Incorporated ("Allegheny Technologies" or the "Company"), Teledyne Technologies Incorporated ("Teledyne Technologies") and Water Pik Technologies, Inc. ("Water Pik Technologies") common stock, respectively, in which it invests. Although the performance of the Allegheny Technologies, Teledyne Technologies and Water Pik Technologies Stock Funds is based on the performance of the underlying stock, the value of a fund unit is different from the price of one share of the stock, which is stated at the quoted market price as listed on the New York Stock Exchange. All other funds of the Plan are stated at their net asset value, based on the quoted market prices of the securities held in such funds on applicable exchanges. ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. RECLASSIFICATIONS Certain financial information for the year ended December 31, 1998 has been reclassified to conform with the financial statement presentation for the year ended December 31, 1999. These reclassifications did not impact total net assets available for benefits. 72 73 Teledyne 401(k) Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN The Plan is a defined contribution plan available to employees of eligible Allegheny Technologies subsidiaries (primarily TDY Industries, Inc.) and divisions ("companies"). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. On January 1, 1999, the salaried employees of Oregon Metallurgical Corporation became eligible to participate in the Plan. As a result of the plan merger, during 1999, approximately $6.3 million in net assets were transferred to the Plan. Participants can defer between 1% and 15%, subject to Internal Revenue Service limitations, of their eligible wages and contribute them to the Plan. Qualifying employee contributions are partially matched by the Plan Sponsor up to a maximum of $1,000 annually for each participant. Separate accounts are maintained by the plan sponsor for each participating employee. Trustee fees and asset management fees charged for the administration of all funds are charged against net assets available for benefits of the respective fund. Certain other expenses of administering the Plan are paid by the plan sponsor. Active employees can borrow up to 50% of their vested account balances. The loan amounts are further limited to a minimum of $500 and a maximum of $50,000, and an employee can have no more than one loan outstanding at any given time. Interest rates are determined based on commercially accepted criteria, and payment schedules vary based on the type of the loan. Loans may be prepaid in full or in part at any time. The participant may choose the loan repayment period which should not exceed five years, except primary residence loans, which can be repaid over periods up to 180 months. Payments are generally made by payroll deductions. In the event that the Plan is partially or completely terminated, or the plan sponsor permanently discontinues making contributions, all amounts credited to the accounts of affected participants become fully vested and nonforfeitable. 73 74 Teledyne 401(k) Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) Effective November 29, 1999, Allegheny Teledyne Incorporated's name was changed to Allegheny Technologies Incorporated. Also, the Aerospace and Electronics and Consumer segments of Allegheny Teledyne were spun off into two new freestanding public companies--Teledyne Technologies Incorporated and Water Pik Technologies, Inc. As a result of this spin-off, changes were made to the Allegheny Teledyne Incorporated Stock Fund within the Plan. The name of the stock fund was changed from the Allegheny Teledyne Incorporated Stock Fund to the Allegheny Technologies Incorporated Stock Fund. In addition, stockholders of the Allegheny Technologies Stock Fund became stockholders of Teledyne Technologies and Water Pik Technologies. The Plan includes two new common stock funds--the Teledyne Technologies Incorporated Stock Fund and the Water Pik Technologies Inc. Stock Fund. Participants in the Plan may continue to hold interests in the Teledyne Technologies and Water Pik Technologies Stock Funds until December 31, 2002, at which time these two stock funds will be terminated and the assets transferred to one of the other plan investment options. The Plan was amended effective November 29, 1999 to operate as a "Multiple Employer Plan." As of December 31, 1999, the Plan was comprised of the Allegheny Technologies Incorporated Plan, the Teledyne Technologies Incorporated Plan and the Water Pik Technologies, Inc. Plan. Further information about the Plan, including eligibility, vesting, contributions, and withdrawals, is contained in the Summary Plan Description. Copies of this Summary Plan Description are available from the Allegheny Technologies Personnel and Compensation Committee. 74 75 Teledyne 401(k) Plan Notes to Financial Statements (continued) 3. INVESTMENTS Plan participants can invest their contributions in any or all of the thirteen investment programs managed by the plan trustee listed below: Income Accumulation Fund: This collective investment fund invests in U.S. Government and agency securities, investment contracts, and other short-term, fixed-income securities. The objective of this fund is to provide a stable level of income without significant principal fluctuations. Pioneer Growth Fund: The objective of this mutual fund is to seek appreciation of capital by investing in common stocks, preferred stocks, bonds and convertible securities. In selecting its investments, this fund seeks companies that have competitive strengths and benefit from industry dynamics and broader trends. This fund also seeks to invest in companies in a variety of industries in order to reduce its overall exposure to investment and market risks. This fund may also invest in the securities of foreign issuers. All balances in the Growth Stock Fund, a collective investment fund, were automatically transferred to this fund on December 18, 1998. Bond Index Fund: This custom fund invests in a diversified portfolio of high-quality U.S. Government and investment-grade corporate bonds. The objective of this fund is to earn moderate returns with a moderate level of risk. Country Selector Fund: This custom fund invests in international stocks from up to 20 countries, after first determining the appropriate allocation among the countries. The fund seeks high returns by selecting the mix of foreign equities believed to offer the best reward given the overall fund risk. Allegheny Technologies Stock Fund: This custom fund invests principally in Allegheny Technologies stock. The rate of return is based on the performance of Allegheny Technologies stock and dividends received. Participants can only contribute to, or transfer funds into, the company stock of their employer. Teledyne Technologies Stock Fund: This custom fund invests principally in Teledyne Technologies stock. The rate of return is based on the performance of Teledyne Technologies stock and dividends received. Participants can only contribute to, or transfer funds into, the company stock of their employer. 75 76 Teledyne 401(k) Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) Water Pik Technologies Stock Fund: This custom fund invests principally in Water Pik Technologies stock. The rate of return is based on the performance of Water Pik Technologies stock and dividends received. Participants can only contribute to, or transfer funds into, the company stock of their employer. S&P 500 Stock Fund: This custom fund invests in a large portfolio of stocks, represented in the Standard and Poor's 500 Composite Index, and emphasizes long-term performance. There is no fixed rate of return; the fund is designed to conform as closely as possible to the performance of the Standard and Poor's 500 Composite Index, and may increase or decrease in value. LifePath Funds: There are five LifePath Funds: Teledyne LifePath Income, Teledyne LifePath 2010, Teledyne LifePath 2020, Teledyne LifePath 2030, and Teledyne LifePath 2040. The numbers in the names refer to the target date of the fund. These custom funds invest in a mix of U.S. and international stocks, bonds, and money market instruments. Each fund adjusts its mix of investments based on the expected risk and return of the different asset classes in which they invest. The objective of each fund is to maximize returns while maintaining a level of risk appropriate to its target date. The nearer the target date, the more conservatively the fund invests. The Custom Funds are unregistered separate accounts created for the Plan. Although these investments are referred to as funds, they are legally structured as nonpooled separate accounts. The only investors in these accounts are participants in the Plan. The funds, with the exception of the Allegheny Technologies, Teledyne Technologies and Water Pik Technologies Stock Funds invest in underlying collective investment funds and interest-bearing cash, which in turn invest in securities. The Allegheny Technologies, Teledyne Technologies and Water Pik Technologies Stock Funds provide the participant with a vehicle for investing in Allegheny Technologies, Teledyne Technologies or Water Pik Technologies common stock, respectively. The funds or the underlying funds may also invest in cash and use derivatives (including futures) for nonspeculative purposes which involve certain risks. All income, dividends, and capital gains are reinvested in the funds and are reflected in the unit values. 76 77 Teledyne 401(k) Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The following presents investments that represent 5% or more of the Plan's net assets (000s omitted).
DECEMBER 31 1999 1998 ------------------------------------------ Income Accumulation Fund $ 23,023 $ 18,689 Pioneer Growth Fund 30,408 23,626 Allegheny Technologies Stock Fund -- 15,936 S&P 500 Stock Fund 130,527 109,171 LifePath 2020 Fund 33,305 30,589
The composition of the changes in net assets of the various nonpooled separate accounts is as follows (000s omitted):
ALLEGHENY TECHNOLOGIES TELEDYNE BOND INDEX FUND TELEDYNE COUNTRY SELECTOR FUND STOCK FUND ----------------------------- ------------------------------- ------------------------------- YEAR ENDED DECEMBER 31 --------------------------------------------------------------------------------------------- 1999 1998 1999 1998 1999 1998 -------------- -------------- ---------------- -------------- ---------------- -------------- Net appreciation (depreciation) in fair value of investments $ (209) $ 638 $1,305 $ 903 $(6,055) $(3,340) Employee contributions 1,368 1,549 997 1,210 1,640 2,410 Employer contributions 336 346 242 281 477 653 Interfund transfers (1,032) 1,851 (467) (478) (372) (736) Transfers from other plans 72 -- 248 -- 3,250 -- Other, net (9) 12 (20) (7) (2,076) (6) Distributions to participants or their beneficiaries (1,095) (556) (631) (464) (2,058) (1,171) Transfers to other plans -- (49) -- (102) -- (203) -------------- -------------- ---------------- -------------- ---------------- -------------- Net increase (decrease) (569) 3,791 1,674 1,343 (5,194) (2,393) Total net assets at beginning of year 9,266 5,475 5,793 4,450 15,936 18,329 -------------- -------------- ---------------- -------------- ---------------- -------------- Total net assets at end of year $ 8,697 $9,266 $7,467 $5,793 $10,742 $15,936 ============== ============== ================ ============== ================ ==============
77 78 Teledyne 401(k) Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED)
S&P 500 STOCK FUND LIFEPATH INCOME FUND LIFEPATH 2010 FUND ----------------------------- ------------------------------- ------------------------------- YEAR ENDED DECEMBER 31 --------------------------------------------------------------------------------------------- 1999 1998 1999 1998 1999 1998 -------------- -------------- ---------------- -------------- ---------------- -------------- Net appreciation (depreciation) in fair value of investments $ 22,866 $ 23,350 $ 150 $ 223 $ 799 $ 944 Employee contributions 12,031 12,118 260 349 1,048 1,185 Employer contributions 2,670 2,768 72 87 245 267 Interfund transfers (2,652) (412) 23 257 (169) 27 Transfers from other plans 931 -- -- -- -- -- Other, net (709) (72) 8 4 (69) 46 Distributions to participants or their beneficiaries (13,781) (6,506) (252) (286) (1,017) (386) Transfers to other plans -- (1,024) -- (5) -- (142) -------------- -------------- ---------------- -------------- ---------------- -------------- Net increase (decrease) 21,356 30,222 261 629 837 1,941 Total net assets at beginning of year 109,171 78,949 2,696 2,067 7,845 5,904 -------------- -------------- ---------------- -------------- ---------------- -------------- Total net assets at end of year $130,527 $109,171 $2,957 $2,696 $8,682 $7,845 ============== ============== ================ ============== ================ ==============
LIFEPATH 2020 FUND LIFEPATH 2030 FUND LIFEPATH 2040 FUND ----------------------------- ------------------------------- ------------------------------- YEAR ENDED DECEMBER 31 --------------------------------------------------------------------------------------------- 1999 1998 1999 1998 1999 1998 -------------- -------------- ---------------- -------------- ---------------- -------------- Net appreciation (depreciation) in fair value of investments $ 4,399 $ 4,703 $1,252 $1,185 $1,556 $1,178 Employee contributions 2,669 3,209 1,169 1,185 1,351 1,303 Employer contributions 678 771 280 283 318 308 Interfund transfers (1,132) (1,024) (287) 155 33 87 Transfers to other plans 555 -- -- -- -- -- Other, net (252) (27) (48) (11) (86) (4) Distributions to participants or their beneficiaries (4,201) (1,482) (895) (553) (1,009) (425) Transfers to other plans -- (302) -- (91) -- (122) -------------- -------------- ---------------- -------------- ---------------- -------------- Net increase (decrease) 2,716 5,848 1,471 2,153 2,163 2,325 Total net assets at beginning of year 30,589 24,741 7,120 4,967 6,623 4,298 -------------- -------------- ---------------- -------------- ---------------- -------------- Total net assets at end of year $33,305 $30,589 $8,591 $7,120 $8,786 $6,623 ============== ============== ================ ============== ================ ==============
78 79 Teledyne 401(k) Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED)
TELEDYNE TECHNOLOGIES WATER PIK TECHNOLOGIES STOCK FUND STOCK FUND ------------------------------- ---------------------------- YEAR ENDED DECEMBER 31 ------------------------------------------------------------ 1999 1998 1999 1998 --------------- --------------- ------------- -------------- Net appreciation (depreciation) in fair value of $ (160) $-- $ (89) $-- investments Employee contributions 64 - 12 -- Employer contributions 9 -- 2 - Interfund transfers (6) -- (2) -- Transfers from other plans -- -- -- -- Other, net 1,435 -- 539 -- Distributions to participants or their beneficiaries (20) -- (6) -- Transfers to other plans -- -- -- -- --------------- --------------- ------------- -------------- Net increase (decrease) 1,322 -- 456 -- Total net assets at beginning of year -- -- -- -- --------------- --------------- ------------- -------------- Total net assets at end of year $1,322 $-- $456 $-- =============== =============== ============= ==============
4. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated December 2, 1997, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code ("the Code") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt. 79 80 Teledyne 401(k) Plan Notes to Financial Statements (continued) 5. PARTIES-IN-INTEREST Plan investments, with the exception of the Pioneer Growth Fund, are units of the Custom Funds or the Income Accumulated Fund managed by Merrill Lynch. Merrill Lynch is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. Trustee and investment fees paid during 1999 and 1998 were based on customary and reasonable rates for such services. One of the investment vehicles available to employees is the Company Stock Fund. As of December 31, 1998, this fund was comprised of common stock of Allegheny Teledyne. In conjunction with the spin-offs of the Aerospace and Electronics and Consumer segments of Allegheny Teledyne into two new freestanding companies on November 29, 1999 (see Note 2), the Plan as a holder of shares of common stock prior to the spin-off received shares of the two new freestanding companies. As of December 31, 1999, the Company Stock Fund is comprised of common stock of the participating company. The participating company common stocks are either Allegheny Technologies, Teledyne Technologies Incorporated or Water Pik Technologies Inc. 6. SUBSEQUENT EVENTS Effective April 1, 2000, Teledyne Technologies and Water Pik Technologies each established their own 401(k) plans. The Plan was then amended to operate as a "Single Employer Plan." The two new companies will be responsible for their own recordkeeping and plan administration. Different investment opportunities for the three company stock funds are available to plan participants based upon which company employed the participant after the spin-off. 80 81 Teledyne 401(k) Plan EIN 95-2282626 Plan 098 Schedule H, Line 4(i)--Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999 (000s Omitted) Except for unit/share information
INVESTMENT DESCRIPTION UNITS/SHARES CURRENT VALUE - ----------------------------------------------------------------------------- --------------------- ------------------ Collective Investment Fund: Income Accumulation Fund* 1,467,162.1428 $ 23,023 ================== Mutual Fund: Pioneer Growth Fund 1,508,364.6273 $ 30,408 ================== Custom Funds: Bond Index Fund* 714,031.4326 $ 8,697 Country Selector Fund* 518,560.1339 7,467 Allegheny Technologies Stock Fund* 1,122,437.4185 10,742 Teledyne Technologies Stock Fund* 129,832.9801 1,322 Water Pik Technologies Stock Fund* 37,938.2079 456 S&P 500 Stock Fund* 5,148,984.3930 130,527 LifePath Income Fund* 219,038.3169 2,957 LifePath 2010 Fund* 551,925.5844 8,682 LifePath 2020 Fund* 1,809,104.7604 33,305 LifePath 2030 Fund* 443,289.8402 8,591 LifePath 2040 Fund* 412,485.1826 8,786 ------------------ Total Custom Funds $221,532 ================== Participant loans* 6.0% to 9.5% $ 7,794 ==================
* Party-in-interest 81 82 Audited Financial Statements and Supplemental Schedules Oregon Metallurgical Corporation Savings Plan Years ended December 31, 1999 and 1998 with Report of Independent Auditors 82 83 Oregon Metallurgical Corporation Savings Plan Audited Financial Statements and Supplemental Schedules Years ended December 31, 1999 and 1998 CONTENTS Report of Independent Auditors ...............................................84 Audited Financial Statements Statements of Net Assets Available for Benefits ..............................85 Statements of Changes in Net Assets Available for Benefits ...................86 Notes to Financial Statements ................................................87 Supplemental Schedules Schedule H, Line 4i--Schedule of Assets Held for Investment Purposes at End of Year ................................................................96 Schedule H, Line 4j--Schedule of Reportable Transactions......................97 83 84 Report of Independent Auditors To the Plan Administrator and Plan Participants Oregon Metallurgical Corporation Savings Plan We have audited the accompanying statements of net assets available for benefits of Oregon Metallurgical Corporation Savings Plan as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedules of assets held for investment purposes at end of year as of December 31, 1999, and reportable transactions for the year then ended, are presented for the purpose of additional analysis and are not a required part of the financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Pittsburgh, Pennsylvania June 19, 2000 84 85 Oregon Metallurgical Corporation Savings Plan Statements of Net Assets Available for Benefits
DECEMBER 31 1999 1998 -------------------------------- ASSETS Cash $ 186,433 $ 171,722 Investments, at fair value 14,647,725 17,720,408 Receivables: Participants' contribution -- 112,961 Employer's matching contribution 119,857 690,595 Employer's share-per-day contribution 904,368 3,045,790 Interest/dividends 8,934 -- ------------------------------- Total assets 15,867,317 21,741,476 LIABILITIES Payable to participants -- (71,091) Payable to affiliated plan (16,522) -- Other -- (18,230) ------------------------------- Net assets available for benefits $15,850,795 $21,652,155 ===============================
See accompanying notes. 85 86 Oregon Metallurgical Corporation Savings Plan Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31 1999 1998 ---------------------------------- Additions: Additions to net assets attributed to: Contributions: Participants' pretax wage reductions $ 1,168,499 $ 1,800,167 Participants' after-tax wage reductions -- 22,145 Employer's matching contribution 119,857 690,595 Employer's share-per-day contribution 921,273 3,045,790 Participants' rollovers -- 89,705 ---------------------------------- Total contributions 2,209,629 5,648,402 Investment income (loss): Dividend and interest income 1,018,183 793,190 Net depreciation in fair value of investments (1,282,484) (1,706,417) ---------------------------------- Total investment loss (264,301) (913,227) ---------------------------------- Total additions 1,945,328 4,735,175 Deductions: Benefits paid to participants (1,448,626) (1,522,178) Transfer to affiliated plan (6,298,062) -- ---------------------------------- Net (decrease) increase (5,801,360) 3,212,997 Net assets available for benefits: Beginning of year 21,652,155 18,439,158 ---------------------------------- End of year $15,850,795 $21,652,155 ==================================
See accompanying notes. 86 87 Oregon Metallurgical Corporation Savings Plan Notes to Financial Statements December 31, 1999 1. PLAN DESCRIPTION The following description of the Oregon Metallurgical Corporation Savings Plan (the Plan) provides only general information. Participants should refer to the summary plan description for a more complete description of the Plan's provisions. GENERAL On March 24, 1998, the common stock of Oregon Metallurgical Corporation (OREMET or Company) was acquired by Allegheny Teledyne Incorporated (ATI). Under the terms of the merger agreement, OREMET shareholders received 1.296 shares of Allegheny Teledyne common stock in a tax-free exchange for each share of OREMET common stock. Effective November 29, 1999, ATI's (the Plan Sponsor) name was changed to Allegheny Technologies Incorporated (ATI). In addition, two segments of the former ATI were spun off into two new freestanding public companies, Teledyne Technologies Incorporated and Water Pik Technologies, Inc. In conjunction with the spin-off, holders of ATI stock received the following distributions on November 29, 1999: one share of Water Pik Technologies, Inc. for every seven shares held of the former ATI shares and one share of Teledyne Technologies Incorporated for every twenty shares held of the former ATI shares held. A reverse stock split also occurred on November 29, 1999 in connection with the spin-off and resulted in one share of the new ATI shares for every two shares held of the former ATI shares. In addition, effective January 1, 1999, salaried employees of OREMET became participants in another plan sponsored by ATI. As a result, during 1999, approximately $6.3 million in net assets were transferred out of the Plan. The Plan is a profit sharing plan covering substantially all employees of the former OREMET who have completed 120 calendar days of employment. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS Salary Reduction and Matching Contributions--Each year, participants may contribute up to 15%, subject to Internal Revenue Code limitations, of pretax annual compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. During 1999 and 1998, the matching contribution was 25% and 100%, respectively, of the first 3% of a participant's eligible compensation limited to the respective participant's salary reduction contribution. 87 88 Oregon Metallurgical Corporation Savings Plan Notes to Financial Statements (continued) 1. PLAN DESCRIPTION (CONTINUED) CONTRIBUTIONS (CONTINUED) Equity Contributions--During 1999 and in connection with the spin-off, the equity contribution was .0625 shares of the new ATI stock for each regular hour worked by the hourly employees subject to collective bargaining agreements. During 1998, the Company contributed one share of the former ATI stock for each day worked by a salaried employee and .125 shares of the former ATI stock for each regular hour worked by hourly employees subject to collective bargaining agreements. Company Voluntary Contributions--Each year the Company may contribute a supplemental Company contribution in an amount to be determined by the discretion of the Board of Directors. These contributions are subject to certain provisions of the Plan. There were no Company voluntary contributions in 1999 and 1998. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions and allocations of (a) the Company's matching, equity and discretionary contributions and (b) plan earnings. A participant is entitled to the total benefit which can be provided from the account, subject to the Plan's vesting provisions. VESTING Participants are immediately vested in their salary reduction and equity contributions plus actual earnings thereon. Vesting in the Company's matching and discretionary contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant is 100% vested after five years of credited service. LOANS TO PARTICIPANTS Active participants may borrow from their participant accounts a minimum of $1,000 up to a maximum of the lesser of (i) $50,000, reduced by the amount of all loans made to the participant during the twelve-month period prior to the loan being made, or (ii) 50% of vested balance of the participant's balance. Loan payments are credited to participant-directed funds in accordance with participant contribution instructions. Loan terms range from one to five years or up to ten years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined quarterly by the plan administrator. Principal and interest are paid ratably through monthly payroll deductions. 88 89 Oregon Metallurgical Corporation Savings Plan Notes to Financial Statements (continued) 1. PLAN DESCRIPTION (CONTINUED) PAYMENT OF BENEFITS On termination or upon death, disability or retirement of service, a participant or beneficiary may receive a lump-sum amount equal to the vested value of his or her account. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan are prepared under the accrual method of accounting. INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments are stated at fair value. The shares of registered investment companies are valued at quoted market prices which represent the net asset values of shares held by the Plan at year-end. Shares of common stock are stated at the quoted market price on the New York Stock Exchange. The participant notes receivable are valued at their outstanding balances, which approximate fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. RECLASSIFICATION Certain amounts in the 1998 financial statements have been reclassified to conform to the 1999 presentation. 89 90 Oregon Metallurgical Corporation Savings Plan Notes to Financial Statements (continued) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) RISKS AND UNCERTAINTIES The Plan provides for various investment options in several mutual funds and common stocks. Investment options are exposed to certain risks, such as interest rate, market and credit. Due to the level of risk associated with these investment options and the level of uncertainty related to changes in the value of these investments, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits. 3. INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets:
DECEMBER 31 1999 1998 -------------------------------- Columbia Balanced Fund $1,715,872 $1,941,291 Columbia Common Stock Fund 2,443,321 2,415,140 Columbia Special Fund 2,332,529 2,286,917 Allegheny Technologies, Inc. common stock* 3,484,868 7,596,884 Columbia International Stock Fund 857,280 910,253
*Nonparticipant-directed The Plan's investments (including investments bought, sold and held during the year) appreciated (depreciated) in value during 1999 and 1998 as follows:
YEAR ENDED DECEMBER 31 1999 1998 ------------------------------------- Mutual funds $ 1,070,930 $ 560,363 Oregon Metallurgical Corporation stock -- 1,264,328 Allegheny Technologies, Inc. common stock (2,386,511) (3,531,108) Teledyne Technologies Incorporated common stock 7,916 -- Water Pik Technologies, Inc. common stock 25,181 -- ------------------------------------- $(1,282,484) $(1,706,417) =====================================
90 91 ] Oregon Metallurgical Corporation Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows:
DECEMBER 31 1999 1998 ------------------------------------------------------------------ TELEDYNE ALLEGHENY TECHNOLOGIES WATER PIK ALLEGHENY TECHNOLOGIES, INCORPORATED TECHNOLOGIES, TELEDYNE, INC. INC. COMMON COMMON STOCK INC. COMMON COMMON STOCK STOCK STOCK STOCK ------------------------------------------------------------------ ASSETS Cash $ 80,695 $ -- $ -- $ 75,227 Investments, at fair value 3,484,868 418,821 148,571 7,596,884 Receivables: Employer's matching contributions 119,857 -- -- 690,595 Employer's share-per-day contribution 904,368 -- -- 3,045,790 Interest/dividends 8,575 -- -- -- ------------------------------------------------------------------ Total assets 4,598,363 418,821 148,571 11,408,496 LIABILITIES Payable to affiliated plan (16,522) -- -- -- Other -- -- -- (94,110) ------------------------------------------------------------------ Net assets available for benefits $4,581,841 $418,821 $148,571 $11,314,386 ==================================================================
91 92 Oregon Metallurgical Corporation Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED)
DECEMBER 31, 1999 --------------------------------------------------- NONPARTICIPANT-DIRECTED --------------------------------------------------- ALLEGHENY TELEDYNE WATER PIK TECHNOLOGIES, INC. TECHNOLOGIES TECHNOLOGIES, COMMON INCORPORATED INC. COMMON STOCK COMMON STOCK STOCK --------------------------------------------------- Additions: Additions to net assets attributed to: Contributions: Employer's matching contribution $ 119,857 $ -- $ -- Employer's share-per-day contribution 921,081 132 60 ------------------------------------------------- Total contributions 1,040,938 132 60 Investment income (loss): Dividend and interest income 233,188 -- -- Net (depreciation) appreciation in fair value of investments (2,386,511) 7,916 25,181 ------------------------------------------------- Total investment (loss) income (2,153,323) 7,916 25,181 ------------------------------------------------- Total additions (1,112,385) 8,048 25,241 Deductions: Benefits paid to participants (649,850) (1,249) (390) ------------------------------------------------- (Decrease) increase prior to transfers (1,762,235) 6,799 24,851 Transfers: Transfers to affiliated plan (3,272,584) -- -- Stock transfer (541,828) 416,682 125,146 Participant-directed transfers (1,155,898) (4,660) (1,426) ------------------------------------------------- Net (decrease) increase (6,732,545) 418,821 148,571 Net assets available for benefits: Beginning of year 11,314,386 -- -- ------------------------------------------------- End of year $ 4,581,841 $418,821 $148,571 =================================================
92 93 Oregon Metallurgical Corporation Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED)
DECEMBER 31, 1998 -------------------------------- NONPARTICIPANT-DIRECTED -------------------------------- OREGON METALLURGICAL ALLEGHENY CORPORATION TELEDYNE, INC. STOCK COMMON STOCK -------------------------------- Additions: Additions to net assets attributed to: Contributions: Employer's matching contribution $ -- $ 690,595 Employer's share-per-day contribution -- 3,045,790 -------------------------------- Total contributions -- 3,736,385 Investment income (loss): Dividend and interest income -- 185,828 Net appreciation (depreciation) in fair value of investments 1,264,328 (3,531,108) -------------------------------- Total investment income (loss) 1,264,328 (3,345,280) -------------------------------- Total additions 1,264,328 391,105 Deductions: Benefits paid to participants (99,090) (832,473) -------------------------------- Increase (decrease) prior to transfers 1,165,238 (441,368) Transfers: Stock transfer (12,524,143) 12,524,143 Participant-directed transfers (1,952,167) (768,389) -------------------------------- Net (decrease) increase (13,311,072) 11,314,386 Net assets available for benefits: Beginning of year 13,311,072 -- -------------------------------- End of year $ -- $11,314,386 ================================
93 94 Oregon Metallurgical Corporation Savings Plan Notes to Financial Statements (continued) 4. TRANSACTIONS WITH RELATED PARTIES Certain legal and accounting fees, and administrative fees are paid by the Company. The Plan holds 155,311, 44,376, and 15,536, respectively, of ATI, Teledyne Technologies Incorporated and Water Pik Technologies, Inc. shares of common stock at December 31, 1999. 5. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service (IRS) dated February 4, 1997, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt. 6. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will become 100% vested in their accounts. 7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
DECEMBER 31 1999 1998 -------------------------------------- Net assets available for benefits per the financial statements $15,850,795 $21,652,155 Amounts allocated to withdrawing participants (12,480) (750,755) -------------------------------------- Net assets available for benefits per the Form 5500 $15,838,315 $20,901,400 ======================================
94 95 Oregon Metallurgical Corporation Savings Plan Notes to Financial Statements (continued) 7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED) The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
YEAR ENDED DECEMBER 31 1999 ---------------- Benefits paid to participants per the financial statements $1,448,626 Add: Amounts allocated to withdrawing participants at December 31, 1999 12,480 Deduct: Amounts allocated to withdrawing participants at December 31, 1998 (750,755) ---------------- Benefits paid to participants per the Form 5500 $ 710,351 ================
Amounts allocated to withdrawing participants are recorded on the Form 5500 for requests for benefit payments that have been processed and approved for payment prior to December 31 but not yet paid as of that date. 95 96 Oregon Metallurgical Corporation Savings Plan EIN 93-0448167 Plan 004 Schedule H, Line 4i--Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999
DESCRIPTION CURRENT IDENTITY OF ISSUE OF INVESTMENT COST VALUE - ---------------------------------------------------------------------------------------------------------------------- (a) (b) (c) (d) (e) Columbia Funds: U.S. Government 35,908 shares NR $ 294,448 Balanced Fund 69,412 shares NR 1,715,872 Fixed Income Fund 23,943 shares NR 297,847 Common Stock Fund 84,544 shares NR 2,443,321 International Stock Fund 37,583 shares NR 857,280 Special Fund 77,932 shares NR 2,332,529 Real Estate Equity Fund 28,353 shares NR 413,104 Growth Fund 11,083 shares NR 542,093 Small Cap Fund 1,454 shares NR 39,647 Victory Institutional Money Market Fund 186,433 * Allegheny Technologies Incorporated Common Stock 155,311 shares $5,272,172 3,484,868 * Teledyne Technologies Incorporated Common Stock 44,376 shares 526,855 418,821 * Water Pik Technologies, Inc. Common Stock 15,536 shares 158,673 148,571 Participant loans 5.9% to 7.25% -- 1,659,324 ----------------- $14,834,158 =================
*Party-in-interest to the Plan NR--Not required 96 97 Oregon Metallurgical Corporation Savings Plan EIN 93-0448167 Plan 004 Schedule H, Line 4j--Schedule of Reportable Transactions Year ended December 31, 1999
CURRENT EXPENSE VALUE ON IDENTITY OF PURCHASE SELLING INCURRED WITH COST OF TRANSACTION NET GAIN OR PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE TRANSACTION ASSET DATE (LOSS) - ------------------------------------------------------------------------------------------------------------------------------ (a) (b) (c) (d) (f) (g) (h) (i) Category (iii)--Series of transactions in excess of 5% of plan assets - --------------------------------------------------------------------- Key Trust Allegheny Technologies Incorporated Common Stock $ -- $1,460,161 $-- $1,368,689 $1,460,161 $91,472 Allegheny Technologies Incorporated Common Stock 64,317 -- -- 64,317 64,317 -- Victory Institutional Money Market Fund -- 1,264,589 -- 1,264,589 1,264,589 -- Victory Institutional Money Market Fund 1,263,290 -- -- 1,263,290 1,263,290 --
There were no Category (i), (ii) or (iv) transactions during the year ended December 31, 1999. Column (e) was not used. 97 98 "Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K" of Part IV of the 1999 Form 10-K is hereby amended and restated in its entirety to read as follows: ITEM 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES: (A) EXHIBITS AND FINANCIAL STATEMENT SCHEDULES: (1) FINANCIAL STATEMENTS (A) The following consolidated financial statements included on pages 29 to 51 of the 1999 Annual Report are incorporated herein by reference: Consolidated Statements of Income - Years Ended December 31, 1999, 1998 and 1997 Consolidated Balance Sheets at December 31, 1999 and 1998 Consolidated Statements of Cash Flows - Years Ended December 31, 1999, 1998 and 1997 Consolidated Statements of Stockholders' Equity - Years Ended December 31, 1999, 1998 and 1997 Report of Ernst & Young LLP, Independent Auditors Notes to Consolidated Financial Statements (B) The following financial statements for the plans listed below are filed with this Amendment No. 1 under Item 8 of Part II: (i) Allegheny Ludlum Retirement Savings Plan Report of Independent Auditors Statement of Net Assets Available for Benefits at December 31, 1999 and December 31, 1998 Statement of Changes in Net Assets Available for Benefits, Year Ended December 31, 1999 and December 31, 1998 Notes to Financial Statements (ii) 401(k) Savings Account Plan for Employees of the Washington Plant Report of Independent Auditors Statement of Net Assets Available for Benefits at December 31, 1999 and December 31, 1998 Statement of Changes in Net Assets Available for Benefits, Year Ended December 31, 1999 and December 31, 1998 Notes to Financial Statements 98 99 (iii) Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation Report of Independent Auditors Statement of Net Assets Available for Benefits at December 31, 1999 and December 31, 1998 Statement of Changes in Net Assets Available for Benefits, Year Ended December 31, 1999 and December 31, 1998 Notes to Financial Statements (iv) Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan Report of Independent Auditors Statement of Net Assets Available for Benefits at December 31, 1999 and December 31, 1998 Statement of Changes in Net Assets Available for Benefits, Year Ended December 31, 1999 and December 31, 1998 Notes to Financial Statements (v) Teledyne 401(k) Plan Report of Independent Auditors Statement of Net Assets Available for Benefits at December 31, 1999 and December 31, 1998 Statement of Changes in Net Assets Available for Benefits, Year Ended December 31, 1999 and December 31, 1998 Notes to Financial Statements (vi) Oregon Metallurgical Corporation Savings Plan Report of Independent Auditors Statement of Net Assets Available for Benefits at December 31, 1999 and December 31, 1998 Statement of Changes in Net Assets Available for Benefits, Year Ended December 31, 1999 and December 31, 1998 Notes to Financial Statements 99 100 (2) FINANCIAL STATEMENT SCHEDULES The following financial statement schedules with respect to the plans listed below are filed with this Amendment No. 1 under Item 8 of Part II: (i) Allegheny Ludlum Retirement Savings Plan Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes - December 31, 1999 (ii) 401(k) Savings Account Plan for Employees of the Washington Plant Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes - December 31, 1999 (iii) Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes - December 31, 1999 (iv) Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes - December 31, 1999 (v) Teledyne 401(k) Plan Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes - December 31, 1999 (vi) Oregon Metallurgical Corporation Savings Plan Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes - December 31, 1999 Schedule H, Line 4(j) - Schedule of Reportable Transactions - Year Ended December 31, 1999 (3) EXHIBITS A list of exhibits included in the 1999 Form 10-K or incorporated by reference is found in the Exhibit Index beginning on page 26 of the 1999 Form 10-K and incorporated herein by 100 101 reference. In addition, by virtue of Amendment No. 1, the following exhibit is added to such Exhibit Index, as Exhibit 23.2, and filed with Amendment No. 1: Exhibit No. Description ----------- ----------- 23.2 Consent of Ernst & Young LLP (B) REPORTS ON FORM 8-K FILED IN THE FOURTH QUARTER OF 1999: The Company filed a current year report on Form 8-K on November 29, 1999, regarding the completion of the spin-offs of Teledyne Technologies Incorporated and Water Pik Technologies, Inc. The Company also reported unaudited pro forma financial information to reflect the reclassification of sold and spun-off companies as discontinued operations and to reflect the Company's Flat-Rolled Products, High Performance Metals, and Industrial Products segments. 101 102 SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A (Amendment No. 1) to be signed on its behalf by the undersigned duly authorized. Allegheny Technologies Incorporated Date: June 28, 2000 By: /s/ Judd R. Cool --------------------------------------- Judd R. Cool Senior Vice President, Human Resources 102 103 EXHIBIT INDEX Exhibit No. Description Method of Filing - ----------- ----------- ---------------- 23.2 Consent of Ernst & Young LLP Filed herewith EX-23.2 2 ex23-2.txt CONSENT OF INDEPENDENT AUDITORS 1 Exhibit 23.2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-10225) pertaining to the Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation, Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan, 401(k) Savings Account Plan for Employees of the Washington Plant and Allegheny Ludlum Retirement Savings Plan of our report dated June 9, 2000 with respect to the financial statements and supplemental schedules of the Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation, Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan, 401(k) Savings Account Plan for Employees of the Washington Plant and Allegheny Ludlum Retirement Savings Plan and in the Registration Statement (Form S-8 No. 333-10227) pertaining to the Teledyne 401(k) Plan of our report dated June 23, 2000 with respect to the financial statements and supplemental schedules of the Teledyne 401(k) Plan and in the Registration Statement, as amended (Form S-8 No. 333-48649) pertaining to the Oregon Metallurgical Corporation Savings Plan of our report dated June 19, 2000 with respect to the financial statements and supplemental schedules of the Oregon Metallurgical Corporation Savings Plan, all of which are included in the Annual Report on Form 10K/A (Amendment No. 1) for the year ended December 31, 1999. /s/ Ernst & Young LLP Pittsburgh, Pennsylvania June 27, 2000 -----END PRIVACY-ENHANCED MESSAGE-----