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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
(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, 2003
[ ] 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 incorporation (I.R.S. Employer
or organization) Identification Number)
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:
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Title of each class Name of each exchange on which registered
- -------------------------------------------------------------------------------
Common Stock, $0.10 Par Value New York Stock Exchange
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Preferred Stock Purchase Rights New York Stock Exchange
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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 filers 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]
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Yes X No
--- ---
At March 8, 2004, the Registrant had outstanding 80,951,282 shares of
its Common Stock.
The aggregate market value of the Registrant's voting stock held by
non-affiliates at June 30, 2003 was approximately $506 million, based on the
closing price per share of Common Stock on that date of $6.60 as reported on the
New York Stock Exchange, and at March 8, 2004 was approximately $961 million,
based on the closing price per share of Common Stock on that date of $12.38 as
reported on the New York Stock Exchange. Shares of Common Stock known by the
Registrant to be beneficially owned by directors of the Registrant and officers
of the Registrant subject to the reporting and other 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.
Documents Incorporated By Reference
Selected portions of the 2003 Annual Report to Stockholders - Part I, Part II
and Part IV of this Report.
Selected portions of the Proxy Statement for 2004 Annual Meeting of Stockholders
- - Part III of this Report. The information included in the Proxy Statement as
required by paragraphs (a) and (b) of Item 306 of Regulation S-K and paragraphs
(k) and (l) of Item 402 of Regulation S-K is not incorporated by reference in
this Form 10-K.
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INDEX
PAGE
NUMBER
------
PART I.......................................................................3
Item 1. Business..........................................................3
Item 2. Properties.......................................................13
Item 3. Legal Proceedings................................................15
Item 4. Submission of Matters to a Vote of Security Holders..............15
PART II.....................................................................16
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.........................................16
Item 6. Selected Financial Data..........................................16
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................16
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.......16
Item 8. Financial Statements and Supplementary Data......................17
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.........................17
Item 9A. Controls and Procedures..........................................17
PART III....................................................................17
Item 10. Directors and Executive Officers of the Registrant...............17
Item 11. Executive Compensation...........................................18
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters..................18
Item 13. Certain Relationships and Related Transactions...................18
Item 14. Principal Accountant Fees and Services...........................18
PART IV.....................................................................18
Item 15. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K....................................................18
SIGNATURES..................................................................20
EXHIBIT INDEX...............................................................21
2
PART I
ITEM 1. BUSINESS
THE COMPANY
Allegheny Technologies Incorporated ("ATI") is one of the largest and
most diversified specialty materials producers in the world. We use innovative
technologies to offer global markets a wide range of specialty materials.
High-value products include super stainless steel, nickel-based and cobalt-based
alloys and superalloys, titanium and titanium alloys, specialty steels, tungsten
materials, exotic alloys, which include zirconium, hafnium and niobium, and
highly engineered strip and Precision Rolled Strip(R) products. In addition, we
produce commodity specialty materials such as stainless steel sheet and plate,
silicon electrical and tool steels, and carbon alloy steel impression die
forgings and large grey and ductile iron castings. We operate in the following
three business segments, which accounted for the following percentages of total
revenues of $1.94 billion, $1.91 billion, and $2.13 billion for the years ended
December 31, 2003, 2002, and 2001 respectively:
2003 2002 2001
---- ---- ----
Flat-Rolled Products 54% 55% 51%
High Performance Metals 33% 33% 36%
Engineered Products 13% 12% 13%
Additional financial information with respect to our business segments,
including their contributions to operating profit and their identifiable assets
for the three years ended December 31, 2003 is presented under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Results of Operations" on pages 10 through 14 of the 2003 Annual
Report to Stockholders (the "2003 Annual Report") and in Note 10 of the Notes to
Consolidated Financial Statements on pages 52 through 54 of the 2003 Annual
Report and is incorporated herein by reference.
Allegheny Technologies Incorporated is a Delaware corporation with its
principal executive offices located at 1000 Six PPG Place, Pittsburgh,
Pennsylvania 15222-5479, telephone number (412) 394-2800. References to
"Allegheny Technologies", "ATI", the "Company", the "Registrant", "we", "our"
and "us" and similar terms mean Allegheny Technologies Incorporated and its
subsidiaries, unless the context otherwise requires.
OUR BUSINESS
Specialty materials play a significant role in our lives. Allegheny
Technologies is a world leader in the manufacture of both high value and
commodity specialty materials products. Our high value products accounted for
68% of total sales in 2003 and our commodity products accounted for 32% of total
sales in 2003. Specialty materials are produced in a variety of forms, including
sheet, strip, foil, plate, slab, ingot, billet, bar, rod, wire, coil, tubing,
and shapes, and are selected for use in environments that demand materials
having exceptional hardness, toughness, strength, resistance to heat, corrosion
or abrasion, or a combination of these characteristics. Common end uses of our
products include jet engines, air frames, electrical energy generation and
distribution, automotive, chemical processing, oil and gas, construction and
mining, machine and cutting tools, appliances and food equipment,
transportation, and medical equipment and implants.
3
Flat-Rolled Products Segment
Our Flat-Rolled Products segment produces, converts and distributes
stainless steel, nickel-based alloys and superalloys, and titanium and
titanium-based alloys, in sheet, strip, plate and foil, and Precision Rolled
Strip(R) products, as well as silicon electrical steels and tool steels. The
operations in this segment are Allegheny Ludlum, Allegheny Rodney, and Allegheny
Ludlum's 60% interest in the Chinese joint venture company known as Shanghai
STAL Precision Stainless Steel Company Limited ("STAL") and our 50% interest in
the industrial titanium joint venture known as Uniti LLC. The remaining 40%
interest in STAL is owned by the Baosteel Group, a state authorized investment
company whose equity securities are publicly traded in the People's Republic of
China. The remaining 50% interest in Uniti LLC is held by VSMPO-AVISMA, a
Russian producer of titanium, aluminum, and specialty steel products.
Stainless steel and nickel-based alloys contain elements such as
chromium, nickel and molybdenum for strength and corrosion and heat resistance;
titanium and titanium-based alloys provide higher strength-to-weight ratios and
are corrosion-resistant; tool steel alloys include carbon, tungsten, molybdenum
and other metals to make them both hard and malleable; and electrical steel
contains silicon to minimize electrical energy loss when in use. We offer these
flat-rolled products in a broad selection of grades, sizes and finishes designed
to meet international specifications. We provide technical support for material
selection. Our wide array of alloys and product forms provides customers with
choices from which to select the optimum alloy for their application.
Sheet. Stainless steel, nickel-based alloy and titanium sheet products
are used in a wide variety of consumer and industrial applications such as food
preparation, appliance, automotive, aerospace and medical applications that
require ease of cleaning and fabrication, as well as corrosion resistance. For
2003, approximately 69% by volume of our sheet products are sold to independent
service centers, which have slitting, cutting or other processing facilities,
with the remainder sold directly to end-use customers.
Strip and Precision Rolled Strip(R) Products. Stainless steel,
nickel-based alloy and titanium strip products are used in a variety of consumer
and industrial products and a wide range of automotive components. We also offer
very thin Precision Rolled Strip(R) products which range from 0.015 inch to less
than 0.0015 inch (0.38 - 0.038 mm) thick. Our Precision Rolled Strip(R) products
include stainless steel, nickel-based alloys, titanium and titanium alloys, and
carbon steel that are used by customers to fabricate a variety of different
products ranging from automobile components to photographic, computer, building
and construction and consumer products. For 2003, approximately 10% by volume of
our strip products are sold to independent service centers, with the remainder
sold directly to end-use customers directly or through our own distribution
network.
Plate. Stainless steel, nickel-based alloy and titanium plate products
are primarily used in industrial equipment that requires ease of cleaning or
corrosion-resistant capabilities such as pollution control scrubbers, food
processing equipment, pulp and paper equipment, chemical processing equipment,
power generation equipment and aerospace applications. We process and distribute
stainless steel and nickel alloy plate and titanium and titanium alloy plate
products in a wide variety of grades and gauges. For 2003, approximately 74% by
volume of our plate products are sold to service centers, with the remainder
sold directly to end-use customers.
4
Silicon Electrical Steel. Our grain-oriented silicon electrical steel
products are used generally in applications in which electrical conductivity and
magnetic properties are important. These products are sold directly to end-use
customers, including manufacturers of transformers and communications equipment.
High Performance Metals Segment
Our High Performance Metals segment produces, converts and distributes
a wide range of high performance alloys, including nickel- and cobalt-based
alloys and superalloys, titanium and titanium-based alloys, exotic alloys such
as zirconium, hafnium, niobium, tantalum, and their related alloys, and other
specialty materials, primarily in slab, ingot, billet, and long product forms,
such as bar, rod, wire, coil and seamless tube. The operations in this segment
are Allvac, Allvac Ltd (U.K.) and Wah Chang, which also produces and sells
zirconium chemicals.
Nickel-, Cobalt- and Titanium-Based Alloys and Superalloys. Our
nickel-, iron-, and cobalt-based alloys and superalloys and our titanium and
titanium-based alloys are engineered to retain exceptional strength and
corrosion resistance at temperatures through 2,000 degrees Fahrenheit (1,093
degrees Celsius) and are used in critical, high-stress applications. These
products are designed for the high performance requirements of aerospace, oil
and gas, power generation, chemical processing, transportation, biomedical,
marine and nuclear industries.
Exotic Alloys - Zirconium, Hafnium, Niobium and Tantalum. We are a
leading global producer of zirconium, a highly corrosion-resistant metal that is
transparent to neutrons. Zirconium is used for fuel tubes and structural parts
in nuclear power reactors and for corrosion-resistant chemical industry
applications, and is also used in the jewelry and personal hygiene industries.
Hafnium, derived as a by-product of zirconium, is principally used for control
rods in nuclear reactors due to its ability to absorb neutrons, and as an
alloying addition in aerospace applications. We also produce niobium, also known
as columbium, in various forms and alloys. The higher quality grades of niobium
we produce are used as an alloying addition in superalloys for jet engines and
for aerospace applications such as rocket and fuel nozzles. Niobium and related
alloys also are used in applications requiring superconducting characteristics
for high-strength magnets, including in medical devices for body-scanning,
accelerators for high-energy physics, and fusion energy projects for the
generation of electricity. We also produce tantalum, one of the most
corrosion-resistant metals, which is used for medical implants, chemical process
equipment and aerospace engine components.
Engineered Products Segment
The principal business of our Engineered Products segment (formerly
called the Industrial Products segment) includes the production of tungsten
powder, tungsten heavy alloys, tungsten carbide materials and carbide cutting
tools. The segment also produces carbon alloy steel impression die forgings and
large grey and ductile iron castings, and provides precision metals processing
services. The operations in this segment are Metalworking Products, Portland
Forge, Casting Service and Rome Metals.
Cutting Tools and Tungsten Carbide Products. We produce a line of
sintered tungsten carbide products that approach diamond hardness for the
metalworking, mining, oil and gas, and other industries requiring tools with
extra hardness. Cemented carbide products, which may be coated or uncoated, are
used as super-hard cutters in the high-speed machining and cutting of steel,
high temperature alloys and other applications where hardness and wear
resistance are important. Technical developments related to ceramics, coatings
and other disciplines are incorporated in these products.
5
We also produce tungsten for worldwide markets from numerous and varied
tungsten-bearing raw materials to produce tungsten and tungsten carbide powders.
Previously used cemented carbide parts are also recycled into tungsten carbide
powder.
Forgings and Castings. We forge carbon alloy steels into finished forms
that are used in a diverse number of industries. With the latest screw-type
forging presses, we produce carbon alloy steel forgings in sizes ranging from
one pound to more than 200 pounds.
We also cast grey and ductile iron metals in sizes ranging from 1,000
pounds to 160,000 pounds and in forms ranging from diesel locomotive engine
blocks to housings and parts for power generation equipment, tools, and
automobiles.
Processing Services. We have precision metals processing capabilities
which enable us to provide process services for most metals from ingots to
finished product forms, such services include grinding, polishing, blasting,
cutting, flattening, and ultrasonic testing.
CAPITAL INVESTMENTS
Capital expenditures for 2004 are currently expected to be between $60
and $70 million primarily for operational necessities and for completion of
capital programs which commenced in earlier periods.
COMPETITION
Markets for both our high value and commodity products and services in
each of our principal business segments are highly competitive. We compete with
many manufacturers who, depending on the product involved, range from large
diversified enterprises to smaller companies specializing in particular
products. Factors that affect our competitive position are manufacturing costs,
industry manufacturing capacity, the quality of our products, services and
delivery capabilities, our capabilities to produce a wide range of specialty
materials in various unique alloys and product forms, our technological
capabilities including our research and development efforts, our marketing
strategies and price.
We face competition from both domestic and foreign competitors, some of
which are government subsidized. In 1999, the United States imposed antidumping
and countervailing duties on dumped and subsidized imports of stainless steel
sheet and strip in coils and stainless steel plate in coils from companies in
ten foreign countries. Current administrative reviews by the U.S. Commerce
Department are revising the findings at lower duty rates. We continue to monitor
unfairly traded imports from foreign producers for appropriate action.
6
Other major producers of products in each of the business segments are
as follows:
FLAT-ROLLED PRODUCTS SEGMENT
Stainless steel
o AK Steel Corporation
o J&L Specialty Steel, LLC, owned by Arcelor S.A. (France)
o North American Stainless (NAS), owned by Acerinox S.A.
(Spain)
o Nucor Corporation
o Outokumpu Stainless Plate Products, owned by Outokumpu Oyj
(Finland)
o Imports from
- Acesita S.A. (Brazil)
- Arcelor S.A. (France)
- Columbus Stainless (Pty) Ltd (S. Africa)
- Mexinox S.A. de C.V., group member of ThyssenKrupp AG
- Slater Steel Inc., owns Atlas Stainless (Canada)
- ThyssenKrupp AG (Germany)
- Ta Chen International Corporation (Taiwan)
HIGH PERFORMANCE METALS SEGMENT
Nickel-based alloys and specialty steels
o Carpenter Technology Corporation
o Special Metals Corporation
o ThyssenKrupp VDM, a company of ThyssenKrupp Stainless
(Germany)
Titanium
o Titanium Metals Corporation
o RMI Titanium, an RTI International Metals Company
o VSMPO - AVISMA (Russia)
Exotic Alloys
o Cezus, a group member of AREVA (France)
o HC Stark, a division of the Bayer Group (Germany)
o Western Zirconium Plant of Westinghouse Electric Company,
part of the Nuclear Utilities Business Group of British
Nuclear Fuels (BNFL)
ENGINEERED PRODUCTS SEGMENT
Tungsten and Tungsten Carbide Products
o Kennametal Inc.
o Iscar (Israel)
o Sandvik AB (Sweden)
o Seco Tools AB (Sweden), owned by Sandvik AB (Sweden)
RAW MATERIALS AND SUPPLIES
Substantially all parts and materials required in the manufacture of
our products are available from more than one supplier and the sources and
availability of raw materials essential to our businesses are adequate.
The principal raw materials we use in the production of our specialty
materials are scrap (including iron-, nickel-, chromium-, titanium- and
molybdenum-bearing scrap), nickel, titanium sponge, zirconium sand and sponge,
ferrochromium, ferrosilicon, molybdenum and molybdenum alloys, ammonium
paratungstate, manganese and manganese alloys, cobalt, niobium, vanadium and
other alloying materials.
7
Purchase prices of certain critical raw materials are volatile. As a
result, our operating results could be subject to significant fluctuation. For
example, since we generally use in excess of 35,000 tons of nickel each year, a
hypothetical increase of $1.00 per pound in nickel prices would result in
increased costs of approximately $70 million. In addition, we also use in excess
of 270,000 tons of ferrous scrap in the production of our flat-rolled products.
During 2003 and entering 2004, ferrous scrap prices have increased
significantly. A hypothetical increase of $10.00 per ton would result in
increased costs of approximately $2.7 million.
In addition, certain of these raw materials, such as nickel, cobalt,
ferrochromium and titanium sponge, can be acquired by us and our specialty
materials industry competitors, in large part, only from foreign sources. Some
of these foreign sources are located in countries that may be subject to
unstable political and economic conditions, which might disrupt supplies or
affect the price of these materials.
We purchase our nickel requirements principally from producers in
Australia, Canada, Norway, Russia, and the Dominican Republic. Zirconium sponge
is purchased from a source in France, while zirconium sand is purchased from
both U.S. and Australian sources. Cobalt is purchased primarily from producers
in Canada. More than 80% of the world's reserves of ferrochromium are located in
South Africa, Zimbabwe, Albania, and Kazakhstan. We also purchase titanium
sponge from sources in Kazakhstan, Japan and Russia.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Financial Condition and Liquidity - Debt" on pages 18
and 19 of the 2003 Annual Report and "Management's Discussion and Analysis
of Financial Condition and Results of Operations - Quantitative and Qualitative
Disclosures About Market Risk and Other Matters -Forward Looking Statements -
Volatility of Prices of Critical Raw Materials; Unavailability of Raw Materials"
and " - Volatility of Energy Prices; Availability of Energy Resources" on pages
27 through 28 of the 2003 Annual Report.
EXPORT SALES AND FOREIGN OPERATIONS
International sales represented approximately 23% of our total annual
sales in each of 2003, 2002, and 2001. These figures include export sales by
U.S. operations to customers in foreign countries, which accounted for
approximately 14%, 15%, and 15%, of our total sales in each of 2003, 2002, and
2001, respectively. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Quantitative and Qualitative Disclosures
About Market Risk and Other Matters - Forward Looking Statements - Export Sales"
on page 30 of the 2003 Annual Report. Our overseas sales, marketing and
distribution efforts are aided by international marketing offices or
representatives located at various locations throughout the world. See Note 10
of the Notes to Consolidated Financial Statements on pages 52 through 54 of the
2003 Annual Report for more information regarding international sales activity.
For 2003, our sales in the United States and Canada represented 77% and
2%, respectively, of total 2003 sales. Within Europe, our sales to the United
Kingdom, Germany, and France represented 5%, 4% and 3%, respectively, of total
2003 sales. Within Asia, our 2003 sales to China and Japan represented 2% and
1%, respectively, of total sales.
Our Metalworking Products business manufactures and sells high
precision threading, milling, boring and drilling systems for the European
market from locations in the United Kingdom, Spain, France, Germany and
Switzerland. Our Allvac Ltd business has manufacturing
8
capabilities in the United Kingdom and enhances service and responsiveness to
customers by providing a sales and distribution network for our Allvac-US
produced nickel-based, specialty steel and titanium-based alloys. Our STAL joint
venture in the People's Republic of China produces Precision Rolled Strip(R)
products, which enables us to offer our Precision Rolled Strip(R) products more
effectively to markets in China and other Asian countries.
BACKLOG, SEASONALITY AND CYCLICALITY
Our backlog of confirmed orders was approximately $380.1 million at
December 31, 2003 and $412.1 million at December 31, 2002. We expect that
approximately 92% of confirmed orders on hand at December 31, 2003 will be
fulfilled during the year ending December 31, 2004. Backlog of confirmed orders
of the Flat-Rolled Products segment was approximately $66.0 million at December
31, 2003 and $76.3 million at December 31, 2002. We expect that approximately
100% of the confirmed orders on hand at December 31, 2003 for this segment will
be fulfilled during the year ending December 31, 2004. Backlog of confirmed
orders of the High Performance Metals segment was approximately $270.3 million
at December 31, 2003 and $300.0 million at December 31, 2002. We expect that
approximately 89% of the confirmed orders on hand at December 31, 2003 for this
segment will be fulfilled during the year ending December 31, 2004.
Generally, our sales and operations are not seasonal. However, demand
for our products are cyclical over longer periods because specialty materials
customers operate in cyclical industries and are subject to changes in general
economic conditions. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Quantitative and Qualitative Disclosures
About Market Risk and Other Matters - Forward Looking Statements - Cyclical
Demand for Products" on pages 26 through 27 of the 2003 Annual Report.
RESEARCH, DEVELOPMENT AND TECHNICAL SERVICES
We believe that our research and development capabilities give us an
edge in developing new products and manufacturing processes that contribute to
the profitable growth potential of our businesses on a long-term basis. We
conduct research and development at our various operating locations both for our
own account and, on a limited basis, for customers on a contract basis.
Estimates of the components of research and development for each of our three
segments for the years ended December 31, 2003, 2002, and 2001 included the
following:
(In millions) 2003 2002 2001
---- ---- ----
Company-Funded:
Flat-Rolled Products $ 2.6 $ 4.1 $ 4.5
High Performance Metals 6.7 5.8 5.0
Engineered Products 2.2 2.1 1.8
----- ----- -----
$11.5 $12.0 $11.3
----- ----- -----
Customer-Funded:
Flat-Rolled Products $ 0.5 $ 0.6 $ --
High Performance Metals 1.9 2.1 2.0
----- ----- -----
$ 2.4 $ 2.7 $ 2.0
----- ----- -----
Total Research and Development $13.9 $14.7 $13.3
===== ===== =====
9
With respect to the Flat-Rolled Products and High Performance Metals
segments, our research, development and technical service activities are closely
interrelated and are directed toward cost reduction, process improvement,
process control, quality assurance and control, system development, the
development of new manufacturing methods, the improvement of existing
manufacturing methods, the improvement of existing products, and the development
of new products.
We own several hundred United States patents, many of which are also
filed under the patent laws of other nations. Although these patents, as well as
our numerous trademarks, technical information, license agreements, and other
intellectual property, have been and are expected to be of value, we believe
that the loss of any single such item or technically related group of such items
would not materially affect the conduct of our business.
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
We are subject to various domestic and international environmental laws
and regulations that govern the discharge of pollutants into the air or water,
and the disposal of hazardous substances, and which may require that we
investigate and remediate the effects of the release or disposal of materials at
sites associated with past and present operations, including sites at which we
have been identified as a potentially responsible party ("PRP") under the
Federal Superfund laws, and comparable state laws. We could incur substantial
cleanup costs, fines, and civil or criminal sanctions, third party property
damage or personal injury claims as a result of violations or liabilities under
these laws or non-compliance with environmental permits required at our
facilities. We are currently involved in the investigation and remediation of a
number of our current and former sites as well as third party locations sites
under these laws.
Information related to environmental matters is included in four areas
in the Annual Report: under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Critical Accounting Policies -
Contingencies" on pages 22 through 23 of the 2003 Annual Report and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Quantitative and Qualitative Disclosure About Market Risk and Other
Matters - Forward Looking Statements - Risks Associated with Environmental
Matters" on page 29 of the 2003 Annual Report and in Notes 1 and 14 of the Notes
to Consolidated Financial Statements on page 37, and pages 61 through 64,
respectively, of the 2003 Annual Report.
EMPLOYEES
We have approximately 8,800 employees. A portion of our workforce is
covered by various collective bargaining agreements, principally with the United
Steelworkers of America ("USWA"), including: approximately 3,000 Allegheny
Ludlum production, office and maintenance employees covered by collective
bargaining agreements between Allegheny Ludlum and the USWA, which are effective
through June 2007; approximately 165 Oremet employees covered by a collective
bargaining agreement with the USWA, which is effective through June 2007; and
approximately 600 Wah Chang employees covered by a collective bargaining
agreement with the USWA, which continues through March 2008. Negotiations are
ongoing for a new collective bargaining agreement with the USWA affecting
approximately 100 employees at the Casting Service facility in LaPorte, Indiana.
10
See the discussion of related matters under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Quantitative and Qualitative Disclosures About Market Risk and Other Matters -
Forward Looking Statements - Labor Matters" on pages 29 through 30 of the 2003
Annual Report.
AVAILABLE INFORMATION
Our internet website address is http://www.alleghenytechnologies.com.
Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free
of charge through our Internet website as soon as reasonably practicable after
we electronically file such material with, or furnish such material to, the
Securities and Exchange Commission. Our Internet website and the content
contained therein or connected thereto are not intended to be incorporated into
this Annual Report on Form 10-K.
11
PRINCIPAL OFFICERS OF THE REGISTRANT*
Principal officers of the Company as of March 1, 2004 are as follows:
NAME AGE TITLE
- ---- --- -----
Robert P. Bozzone 70 Chairman of the Board and Director
L. Patrick Hassey 58 President and Chief Executive Officer and Director
Richard J. Harshman 47 Executive Vice President, Finance and Chief Financial Officer
Douglas A. Kittenbrink 48 Executive Vice President, ATI Business System and Group Vice President,
Engineered Products Segment
Dale G. Reid 48 Vice President, Controller, Chief Accounting Officer and Treasurer
Jack W. Shilling 60 Executive Vice President, Corporate Development and Chief Technical Officer
Jon D. Walton 61 Executive Vice President, Human Resources, Chief Legal and Compliance
Officer, General Counsel and Corporate Secretary
- -----------------
* Such officers are subject to the reporting and other requirements of Section
16 of the Securities Exchange Act of 1934, as amended.
Set forth below are descriptions of the business background for the
past five years of the principal officers of the Company.
Robert P. Bozzone has been Chairman of the Board since December 2000
and had served as interim President and Chief Executive Officer from December
2000 until July 2001. Mr. Bozzone also served as Vice Chairman beginning August
1996 and was Vice Chairman of Allegheny Ludlum Corporation from August 1994 to
August 1996. Previously, he was President and Chief Executive Officer of
Allegheny Ludlum Corporation until his retirement from active employment with
the Company in July 1994. Mr. Bozzone plans to retire as Chairman following the
Annual Meeting of Stockholders in May 2004, and to remain a Director.
L. Patrick Hassey has been President and Chief Executive Officer since
October 1, 2003. He succeeded Mr. James L. Murdy, who retired effective
September 30, 2003. Mr. Hassey is a member of the Board of Directors, which
plans to name Mr. Hassey as Chairman upon retirement of the current Chairman,
Mr. Bozzone, following the Annual Meeting of Stockholders in May 2004. Mr.
Hassey was Executive Vice President and a member of the corporate executive
committee of Alcoa, Inc. from November 2002 until his early retirement in
February 2003. He had served as Executive Vice President of Alcoa and Group
President of Alcoa Industrial Components from May 2000 to October 2002. Prior to
May 2000, he served as Executive Vice President of Alcoa and President of Alcoa
Europe, Inc.
Richard J. Harshman has served as Executive Vice President, Finance
since October 2003 and Chief Financial Officer since December 2000. Mr. Harshman
was Senior Vice President, Finance from December 2001 to October 2003 and Vice
President, Finance from December 2000 to December 2001. Between September 2000
and December 2000, Mr. Harshman served as Vice President, Controller and Acting
Chief Financial Officer. Previously, he had been Vice President, Investor
Relations and Corporate Communications.
12
Douglas A. Kittenbrink has served as Executive Vice President, ATI
Business System and Group President, Engineered Products Segment since October
2003. Mr. Kittenbrink was Executive Vice President and Chief Operating Officer
from July 2001 to October 2003 and served as President of Allegheny Ludlum from
April 2000 to November 2002. Previously, he served as Senior Vice President
Manufacturing, Engineering, Information Technology and Production Control of
Allegheny Ludlum.
Dale G. Reid has served as Vice President, Controller, Chief Accounting
Officer and Treasurer since December 2003. Mr. Reid was Vice President,
Controller and Chief Accounting Officer from December 2000 through November
2003, as well as from May 1997 to September 2000. In the interim he served as
Vice President, Finance for Allegheny Ludlum. He had served as Controller of the
Company from August 1996 to September 2000.
Jack W. Shilling has served as Executive Vice President, Corporate
Development and Chief Technical Officer since October 2003. Dr. Shilling was
Executive Vice President, Strategic Initiatives and Technology and Chief
Technology Officer from July 2001 to October 2003. He served as President of the
High Performance Metals Group from April 2000 to July 2001. Previously he served
as President of Allegheny Ludlum.
Jon D. Walton has been Executive Vice President, Human Resources, Chief
Legal and Compliance Officer, General Counsel and Corporate Secretary since
October 2003. Mr. Walton was Senior Vice President, Chief Legal and
Administrative Officer from July 2001 to October 2003. Previously, he was Senior
Vice President, General Counsel and Secretary.
ITEM 2. PROPERTIES
Our principal domestic facilities as of December 31, 2003 are listed
below by segment. Of those facilities listed below which are owned, three are
subject to mortgages or similar encumbrances securing borrowings under certain
industrial development authority financings. Although the facilities vary in
terms of age and condition, we believe that these facilities have been
well-maintained and are in sufficient condition for us to carry on our
activities.
13
APPROXIMATE
SQUARE FOOTAGE
FACILITY LOCATION PRINCIPAL USE (OWNED/LEASED)
----------------- ------------- --------------
FLAT-ROLLED PRODUCTS SEGMENT
Brackenridge Works Manufacturing of stainless steel and other 2,443,000 (owned)
Brackenridge and Natrona, PA specialty material strip, sheet, and plate and
silicon electrical steel strip and sheet.
West Leechburg Works Manufacturing of stainless steel and other 1,415,000 (owned)
West Leechburg and specialty material strip and sheet and silicon
Bagdad, PA electrical steel strip and sheet.
Vandergrift Plant Manufacturing of stainless steel and other 966,000 (owned)
Vandergrift, PA specialty material strip and sheet.
Washington Plant Manufacturing of specialty material plate. 615,000 (owned)
Washington, PA
Wallingford Plant Manufacturing of stainless steel and other 591,000 (owned)
Wallingford and specialty material strip.
Waterbury, CT
Houston Plant Manufacturing of stainless steel and other 298,000 (owned)
Houston, PA specialty material.
Latrobe Plant Manufacturing of nickel-based and other specialty 468,000 (owned)
Latrobe, PA steel.
New Castle Plant Manufacturing of stainless steel sheet. 178,000 (owned)
New Castle, IN
Allegheny Rodney Strip Plant Manufacturing of stainless steel precision rolled 250,000 (leased)
New Bedford, MA thin sheet strip and foil, custom roll-formed and
stretch-formed shapes.
HIGH PERFORMANCE METALS SEGMENT
Monroe Plant Production of nickel and titanium products and 640,000 (owned)
Monroe, NC other specialty steel long products.
Lockport Plant Manufacturing nickel-based alloy and other 282,000 (leased)
Lockport, NY specialty material products.
Richburg Plant Production of nickel and titanium product and 221,000
Richburg, SC other specialty steel long products. (owned/leased)
Bakers Plant Production of titanium ingot. 60,000 (owned)
Monroe, NC
Oremet Facility Production of titanium ingot, mill products and 491,000 (owned)
Albany, OR castings.
Wah Chang Facility Production of zirconium, hafnium, niobium, 917,000 (owned)
Albany, OR titanium and tantalum.
Richland Plant Production of titanium ingots, slabs and 103,000 (owned)
Richland, WA electrodes.
Huntsville Plant Production of exotic alloys and other specialty 91,000 (owned)
Huntsville, AL material wire.
Frackville, PA Production of titanium wire products. 55,000 (owned)
14
APPROXIMATE
SQUARE FOOTAGE
FACILITY LOCATION PRINCIPAL USE (OWNED/LEASED)
----------------- ------------- --------------
ENGINEERED PRODUCTS SEGMENT
Waynesboro, PA Production of threading systems. 386,000 (owned)
Huntsville, AL Production of tungsten and tungsten carbide 293,000 (owned)
powders.
Grant, AL Production of primary tungsten sintered parts. 88,000 (leased)
Houston, TX Production of tungsten carbide products used in 120,000 (owned)
oil and gas drilling applications.
Nashville, TN Production of tungsten carbide and cutting tools. 134,000 (owned)
La Porte, IN Manufacturing of large ductile and grey iron 453,000 (owned)
castings.
Portland, IN Manufacturing of carbon and alloy steel forgings. 215,000 (owned)
Lebanon, KY Manufacturing of carbon and alloy steel forgings. 100,000 (owned)
Gurley, AL Production of tungsten, tungsten carbide and 435,000 (leased)
molybdenum powders.
We also own or lease production facilities in a number of foreign
countries, including France, Germany, Switzerland, United Kingdom, and the
People's Republic of China. We own and/or lease and operate 625,000-square foot
facilities for melt and remelt, machining and bar mill operations, laboratories
and offices located on a 25-acre site in Sheffield, England, and a 40,000-square
foot leased facility in Sheffield, England for computer numerically controlled
milling and machine operations. Through our STAL joint venture, we operate a
130,000-square foot facility for finishing Precision Rolled Strip(R) products in
the Xin-Zhuang Industrial Zone, Shanghai, China.
Our executive offices, located at PPG Place in Pittsburgh, Pennsylvania
are leased.
ITEM 3. LEGAL PROCEEDINGS
We become involved from time to time in various lawsuits, claims and
proceedings relating to the conduct of our business, including those pertaining
to environmental, government contracting, product liability, patent
infringement, commercial, employment, employee benefits, and stockholder
matters.
Information relating to legal proceedings is included in the Annual
Report under Note 14 of the Notes to Consolidated Financial Statements on pages
61 through 64 of the 2003 Annual Report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
15
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Information required by this item is incorporated by reference to
"Common Stock Prices" on page 67 of the 2003 Annual Report.
Equity Compensation Plan Information
Information about our equity compensation plans at December 31, 2003 was as
follows:
Number of Shares Number of Shares
to be Issued Upon Weighted Average Remaining
Exercise of Exercise Price of Available for
Outstanding Options Outstanding Options Future Issuance (a)
----------------------------------------------------------------------
(In thousands, except per share amounts)
Equity Compensation Plans
Approved by Shareholders 7,081 $ 11.80 3,162
Equity Compensation Plans Not
Approved by Shareholders 0 $ 0 0
------ ------
Total
7,081 3,162
====== ======
(a) Of these shares, a maximum of 410,000 shares are reserved for existing
award periods under the Total Shareholder Return Incentive Compensation
Program. Under this program, participants receive awards of performance
share units that are earned based on a comparison of our total shareholder
return ("TSR") for a three-year period with the TSR during the same such
period of a peer group of companies selected by the Board of Directors.
ITEM 6. SELECTED FINANCIAL DATA
Information required by this item is incorporated by reference to
"Selected Financial Data" on pages 67 and 68 of the 2003 Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information required by this item is incorporated by reference to
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 9 through 68 of the 2003 Annual Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information required by this item is incorporated by reference to
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Quantitative and Qualitative Disclosures About Market Risk and
Other Matters - Forward Looking Statements - Cyclical Demand for Products" and
- - "Product Pricing" and - "Volatility of Prices of Critical Raw Materials;
Unavailability of Raw Materials" and - "Volatility
16
of Energy Prices; Availability of Energy Resources" and "- Interest Rate Risk"
and - "Export Sales" on pages 26 through 30 of the 2003 Annual Report and Note
1, 2 and 3 of the Notes to Consolidated Financial Statements on pages 38, 40,
and 41, respectively of the 2003 Annual Report.
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 to
pages 31 through 66 of the 2003 Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer have evaluated
the Company's disclosure controls and procedures as of December 31, 2003, and
they concluded that these controls and procedures are effective.
There are no significant changes in internal controls or in other
factors that could significantly affect these controls subsequent to December
31, 2003.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
In addition to the information set forth under the caption "Principal
Officers of the Registrant" in Part I of this report, the information concerning
our directors required by this item is incorporated and made part hereof by
reference to the material appearing under the heading "Our Corporate Governance"
and "Election of Directors" in Allegheny Technologies' Proxy Statement for the
2004 Annual Meeting of Stockholders ("the 2004 Proxy Statement"), which will be
filed with the Securities and Exchange Commission, pursuant to Regulation 14A,
not later than 120 days after the end of the fiscal year. Information concerning
the Audit Committee and its financial expert required by this item is
incorporated and made part hereof by reference to the material appearing under
the heading "Committees of the Board of Directors - Audit Committee" in the 2004
Proxy Statement. Information required by this item regarding compliance with
Section 16(a) of the Exchange Act is incorporated and made a part hereof by
reference to the material appearing under the heading "Section 16(a) Beneficial
Ownership Reporting Compliance" in the 2004 Proxy Statement. Information
concerning the executive officers of Allegheny Technologies is contained in Part
I of this Form 10-K under the caption "Principal Officers of the Registrant".
Allegheny Technologies has adopted Corporate Guidelines for Business
Conduct and Ethics that apply to its principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions. Allegheny Technologies will provide a copy free of
charge. To obtain a copy, contact the Corporate Secretary, Allegheny
Technologies Incorporated, 1000 Six PPG Place, Pittsburgh, Pennsylvania
15222-5479
17
(telephone: 412-394-2836). The Corporate Guidelines for Business Conduct
and Ethics are also available through the Company's web site at
http://www.alleghenytechnologies.com.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item is incorporated by reference to
"Director Compensation," "Executive Compensation" and "Compensation Committee
Interlocks and Insider Participation" as set forth in the 2004 Proxy Statement.
We do not incorporate by reference in this Form 10-K either the "Report on
Executive Compensation" or the "Cumulative Total Stockholder Return" section of
the 2004 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information required by this item is incorporated by reference to
"Stock Ownership Information" as set forth in the 2004 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this item is incorporated by reference to
"Certain Transactions" as set forth in the 2004 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this item is incorporated by reference to
"Relationship with Independent Public Accountants" as set forth in the 2004
Proxy Statement.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) EXHIBITS AND FINANCIAL STATEMENT SCHEDULES:
(1) FINANCIAL STATEMENTS
The following consolidated financial statements included on pages
31 through 66 of the 2003 Annual Report are incorporated by reference:
Consolidated Statements of Income - Years Ended December 31,
2003, 2002, and 2001
Consolidated Balance Sheets at December 31, 2003 and 2002
Consolidated Statements of Cash Flows - Years Ended December
31, 2003, 2002, and 2001
Consolidated Statements of Stockholders' Equity - Years Ended
December 31, 2003, 2002, and 2001
Report of Ernst & Young LLP, Independent Auditors
Notes to Consolidated Financial Statements
18
(2) FINANCIAL STATEMENT SCHEDULES
All schedules set forth in the applicable accounting regulations
of the Commission either are not required under the related instructions or are
not applicable and, therefore, have been omitted.
(3) EXHIBITS
A list of exhibits included in this Report or incorporated by
reference is found in the Exhibit Index beginning on page 21 of this Report and
incorporated by reference.
(B) CURRENT REPORTS ON FORM 8-K AND FORM 8-K/A:
DATE NATURE OF REPORT
----
December 19, 2003 Press Release, dated December 19, 2003,
regarding 2004 cost reduction plan,
fourth quarter 2003 special charges and
2004 outlook.
January 21, 2004 Press Release, dated January 21, 2004,
regarding fourth quarter 2003 results of
operations and financial condition.
February 17, 2004 Press Release, dated February 17, 2004,
announcing an agreement to acquire the
assets of J&L Specialty Steel, LLC and
related Asset Purchase Agreement.
February 17, 2004 Amends and restates in its entirety the
Report on Form 8-K filed earlier on
February 17, 2004, regarding the Press
Release, dated February 17, 2004,
announcing an agreement to acquire the
assets of J&L Specialty Steel, LLC and
related Asset Purchase Agreement.
March 11, 2004 Press Release, dated March 11, 2004,
announcing an unfavorable jury verdict
in litigation between TDY Industries,
Inc., an ATI subsidiary, and the San
Diego Unified Port District concerning a
lease of property in San Diego, CA.
19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ALLEGHENY TECHNOLOGIES INCORPORATED
Date: March 15, 2004 By /s/ L. Patrick Hassey
-------------------------------------
L. Patrick Hassey
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and as of the 15 day of March, 2004.
/s/ L. Patrick Hassey /s/ Richard J. Harshman
- -------------------------------- --------------------------------------
L. Patrick Hassey Richard J. Harshman
President and Chief Executive Executive Vice President, Finance
Officer and Director and Chief Financial Officer
(Principal Financial Officer)
/s/ Dale G. Reid
--------------------------------------
Dale G. Reid
Vice President, Controller,
Chief Accounting Officer and Treasurer
(Principal Accounting Officer)
/s/ Robert P. Bozzone /s/ Paul S. Brentlinger
- -------------------------------- --------------------------------------
Robert P. Bozzone Paul S. Brentlinger
Chairman Director
/s/ Frank V. Cahouet /s/ Diane C. Creel
- -------------------------------- --------------------------------------
Frank V. Cahouet Diane C. Creel
Director Director
/s/ James C. Diggs /s/ C. Fred Fetterolf
- -------------------------------- --------------------------------------
James C. Diggs C. Fred Fetterolf
Director Director
/s/ W. Craig McClelland /s/ William G. Ouchi
- -------------------------------- --------------------------------------
W. Craig McClelland William G. Ouchi
Director Director
/s/ Charles J. Queenan, Jr. /s/ James E. Rohr
- -------------------------------- --------------------------------------
Charles J. Queenan, Jr. James E. Rohr
Director Director
20
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- -----------
2.1 Asset Purchase Agreement, dated February 16, 2004, by and among J&L
Specialty Steel, LLC, Arcelor S.A., Jewel Acquisition LLC, and
Allegheny Ludlum Corporation (incorporated by reference to Exhibit 99.2
to the Registrant's Report on Form 8-K/A filed on February 17, 2004).
3.1 Certificate of Incorporation of Allegheny Technologies Incorporated, as
amended, (incorporated by reference to Exhibit 3.1 to the Registrant's
Report on Form 10-K for the year ended December 31, 1999 (File No.
1-12001)).
3.2 Amended and Restated Bylaws of Allegheny Technologies Incorporated
(incorporated by reference to Exhibit 3.2 to the Registrant's Report on
Form 10-K for the year ended December 31, 1998 (File No. 1-12001)).
4.1 Revolving Credit and Security Agreement dated June 13, 2003
(incorporated by reference to Exhibit 99.1 to the Registrant's Report
on Form 8-K dated June 19, 2003 (File No. 1-12001)).
4.2 Indenture dated as of December 18, 2001 between Allegheny Technologies
Incorporated and The Bank of New York, as trustee, relating to
Allegheny Technologies Incorporated 8.375% Notes due 2011 (incorporated
by reference to Exhibit 4.2 to the Registrant's Report on Form 10-K for
the year ended December 31, 2001 (File No. 1-12001)).
4.3 Form of 8.375% Notes due 2011 (included as part of Exhibit 4.2).
4.4 Indenture dated as of December 15, 1995 between Allegheny Ludlum
Corporation and The Chase Manhattan Bank (National Association), as
trustee (relating to Allegheny Ludlum Corporation's 6.95% Debentures
due 2025) (incorporated by reference to Exhibit 4(a) to Allegheny
Ludlum Corporation's Report on Form 10-K for the year ended December
31, 1995 (File No. 1-9498)), and First Supplemental Indenture by and
among Allegheny Technologies Incorporated, Allegheny Ludlum Corporation
and The Chase Manhattan Bank (National Association), as Trustee, dated
as of August 15, 1996 (incorporated by reference to Exhibit 4.1 to
Registrant's Current Report on Form 8-K dated August 15, 1996 (File No.
1-12001)).
4.5 Rights Agreement dated March 12, 1998, including Certificate of
Designation for Series A Junior Participating Preferred Stock as filed
with the State of Delaware on March 13, 1998 (incorporated by reference
to Exhibit 1 to the Registrant's Current report on Form 8-K dated March
12, 1998 (File No. 1-12001)).
10.1 Allegheny Technologies Incorporated 1996 Incentive Plan (incorporated
by reference to Exhibit 10.1 to the Registrant's Report on Form 10-K
for the year ended December 31, 1997 (File No. 1-12001)).*
10.2 Allegheny Technologies Incorporated 1996 Non-Employee Director Stock
Compensation Plan, as amended December 17, 1998 (incorporated by
reference to Exhibit 10.4 to the Registrant's Report on Form 10-K for
the year ended December 31, 1998 (File No. 1-12001)).*
21
10.3 Allegheny Technologies Incorporated Fee Continuation Plan for
Non-Employee Directors (incorporated by reference to Exhibit 10.4 to
the Company's Report on Form 10-K for the year ended December 31, 1997
(File No. 1-12001)).*
10.4 Supplemental Pension Plan for Certain Key Employees of Allegheny
Technologies Incorporated and its subsidiaries (formerly known as the
Allegheny Ludlum Corporation Key Man Salary Continuation Plan)
(incorporated by reference to Exhibit 10.7 to the Company's Report on
Form 10-K for the year ended December 31, 1997 (File No. 1-12001)).*
10.5 Allegheny Technologies Incorporated Benefit Restoration Plan, as
amended (incorporated by reference to Exhibit 10.8 to the Registrant's
Report on Form 10-K for the year ended December 31, 1999 (File No.
1-12001)).*
10.6 Allegheny Ludlum Corporation 1987 Stock Option Incentive Plan (as
amended and restated) (incorporated by reference to Exhibit 10(f) to
Allegheny Ludlum Corporation's Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-9498)).*
10.7 Teledyne, Inc. 1990 Stock Option Plan (incorporated by reference to
Exhibit 10 to Teledyne, Inc.'s Report on Form 10-K for the year ended
December 31, 1990 (File No. 1-5212)).*
10.8 Teledyne, Inc. 1995 Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit A to Teledyne, Inc.'s 1995 proxy
statement (File No. 1-5212)).*
10.9 Employment Agreement dated August 26, 2003 between Allegheny
Technologies Incorporated and L. Patrick Hassey (incorporated by
reference to Exhibit 10.1 to the Registrant's Report on Form 10-Q dated
November 4, 2003 (File No. 1-12001)).*
10.10 Employment Agreement dated July 15, 1996 between Allegheny Technologies
Incorporated and Jon D. Walton (incorporated by reference to Exhibit
10.5 to the Company's Registration Statement on Form S-4 (No.
333-8235)).*
10.11 Amendment to the Amended and Restated Change in Control Severance
Agreement between James L. Murdy, dated as of September 30, 2003 (filed
herewith).*
10.12 Form of Restricted Stock Agreement dated May 15, 2003 (filed
herewith).*
10.13 Form of Amended and Restated Change in Control Severance Agreement
(Senior Management)(incorporated by reference to Exhibit 10.17 to the
Registrant's Report on Form 10-K for the year ended December 31, 2001
(File No. 1-12001)).*
10.14 Tax Sharing and Indemnification Agreement dated November 29, 1999
between Allegheny Technologies Incorporated and Teledyne Technologies
(incorporated by reference to Exhibit 10.25 to the Registrant's Report
on Form 10-K for the year ended December 31, 1999 (File No. 1-12001)).
22
10.15 Tax Sharing and Indemnification Agreement dated November 29, 1999
between Allegheny Technologies Incorporated and Teledyne Technologies
Incorporated (incorporated by reference to Exhibit 10.26 to the
Registrant's Report on Form 10-K for the year ended December 31, 1999
(File No. 1-12001)).
10.16 Allegheny Technologies Incorporated Executive Deferred Compensation
Plan, as amended (incorporated by reference to Exhibit 10.27 to the
Registrant's Report on Form 10-K for the year ended December 31, 2000
(File No. 1-12001)).*
10.17 Allegheny Technologies Incorporated 2000 Incentive Plan (incorporated
by reference to Exhibit 10.30 to the Registrant's Report on Form 10-K
for the year ended December 31, 1999 (File No. 1-12001)).*
10.18 Total Shareholder Return Incentive Compensation Program effective
January 1, 2002 (incorporated by reference to Exhibit 10.30 to the
Registrant's Report on Form 10-K for the year ended December 31, 2002
(File No. 1-12001)).*
10.19 Total Shareholder Return Incentive Compensation Program effective
January 1, 2003 (filed herewith).*
10.20 Amendment to the Allegheny Technologies Incorporated Pension Plan
Amendment effective January 1, 2003 (filed herewith).*
13.1 Pages 9 through that part of page 68 referencing financial data,
included in the Annual Report of Allegheny Technologies Incorporated
for the year ended December 31, 2003 (filed herewith).
21.1 Subsidiaries of the Registrant (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
31.1 Certification of Chief Executive Officer required by Securities and
Exchange Commission Rule 13a - 14(a) or 15d - 14(a) (filed herewith).
31.2 Certification of Chief Financial Officer required by Securities and
Exchange Commission Rule 13a - 14(a) or 15d - 14(a) (filed herewith).
32.1 Certification pursuant to 18 U.S.C. Section 1350 (filed herewith).
* Management contract or compensatory plan or arrangement required to be filed
as an Exhibit to this Report.
Certain instruments defining the rights of holders of long-term debt of the
Company and its subsidiaries have been omitted from the Exhibits in accordance
with Item 601(b)(4)(iii) of Regulation S-K. A copy of any omitted document will
be furnished to the Commission upon request.
23