<PAGE> 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.
<PAGE> 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
<PAGE> 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:
<TABLE>
<CAPTION>
Plan Page No.
---- --------
<S> <C>
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
</TABLE>
3
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 7
Allegheny Ludlum Retirement Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
----------------------------------
<S> <C> <C>
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
==================================
</TABLE>
See accompanying notes.
7
<PAGE> 8
Allegheny Ludlum Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998
---------------------------------
<S> <C> <C>
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
=================================
</TABLE>
See accompanying notes.
8
<PAGE> 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
<PAGE> 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
<PAGE> 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.
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
---------------------------------
<S> <C> <C>
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
</TABLE>
11
<PAGE> 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:
<TABLE>
<CAPTION>
1999 1998
--------------------------------
<S> <C> <C>
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 --
</TABLE>
12
<PAGE> 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:
<TABLE>
<CAPTION>
1999 1998
---------------------------------------
<S> <C> <C>
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
=======================================
</TABLE>
13
<PAGE> 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:
<TABLE>
<CAPTION>
1999 1998
---------------------------------------
<S> <C> <C>
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
=======================================
</TABLE>
The composition of net assets of the ATI Common Stock Master Trust at December
31, 1999 and 1998 was as follows:
<TABLE>
<CAPTION>
1999 1998
---------------------------------------
<S> <C> <C>
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
=======================================
</TABLE>
The composition of net assets of the Allegheny Technologies Disciplined Stock
Fund Master Trust at December 31, 1999 and 1998 was as follows:
<TABLE>
<CAPTION>
1999 1998
---------------------------------------
<S> <C> <C>
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
=======================================
</TABLE>
14
<PAGE> 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:
<TABLE>
<CAPTION>
1999 1998
-------------------------------
<S> <C> <C>
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 $--
===============================
</TABLE>
The composition of net assets of the Water Pik Technologies Inc. Common Stock
Master Trust at December 31, 1999 and 1998 was as follows:
<TABLE>
<CAPTION>
1999 1998
-------------------------------
<S> <C> <C>
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 $--
===============================
</TABLE>
15
<PAGE> 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:
<TABLE>
<CAPTION>
FIXED INCOME MASTER ALLIANCE EQUITY MASTER ATI COMMON STOCK MASTER
TRUST TRUST TRUST
-----------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31
-----------------------------------------------------------------------------------------------
1999 1998 1999 1998 1999 1998
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
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
===============================================================================================
</TABLE>
16
<PAGE> 17
Allegheny Ludlum Retirement Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
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*
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
==============================================================================================
</TABLE>
<TABLE>
<CAPTION>
TELEDYNE WATER PIK
TECHNOLOGIES TECHNOLOGIES INC.
INCORPORATED COMMON COMMON STOCK MASTER
STOCK MASTER TRUST TRUST
--------------------------------------------
--------------------------------------------
1999 1998 1999 1998
--------------------------------------------
<S> <C> <C> <C> <C>
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 $--
========== === ========= ===
</TABLE>
* 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
<PAGE> 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
<PAGE> 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
<TABLE>
<CAPTION>
CURRENT
DESCRIPTION UNITS/SHARES VALUE
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
</TABLE>
19
<PAGE> 20
Schedule H, Line 4(i)--Schedule of Assets Held for Investment Purposes
at End of Year (continued)
<TABLE>
<CAPTION>
CURRENT
DESCRIPTION UNITS/SHARES VALUE
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
===================
</TABLE>
*Party-in-interest
20
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 24
401(k) Savings Account Plan
for Employees of the Washington Plant
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
------------------------------------
<S> <C> <C>
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
====================================
</TABLE>
See accompanying notes.
24
<PAGE> 25
401(k) Savings Account Plan
for Employees of the Washington Plant
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998
----------------------------------------
<S> <C> <C>
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
========================================
</TABLE>
See accompanying notes.
25
<PAGE> 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
<PAGE> 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
<PAGE> 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.
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
---------------------------------
<S> <C> <C>
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 --
</TABLE>
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:
<TABLE>
<CAPTION>
1999 1998
--------------------------------
<S> <C> <C>
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 --
</TABLE>
28
<PAGE> 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:
<TABLE>
<CAPTION>
1999 1998
----------------------------------
<S> <C> <C>
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
=================================
</TABLE>
29
<PAGE> 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:
<TABLE>
<CAPTION>
1999 1998
---------------------------------------
<S> <C> <C>
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
=======================================
</TABLE>
The composition of net assets of the ATI Common Stock Master Trust at December
31, 1999 and 1998 was as follows:
<TABLE>
<CAPTION>
1999 1998
---------------------------------------
<S> <C> <C>
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
=======================================
</TABLE>
30
<PAGE> 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:
<TABLE>
<CAPTION>
1999 1998
-----------------------------------
<S> <C> <C>
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
===================================
</TABLE>
The composition of net assets of the Teledyne Technologies Incorporated Common
Stock Master Trust at December 31, 1999 and 1998 was as follows:
<TABLE>
<CAPTION>
1999 1998
-----------------------------------
<S> <C> <C>
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 $--
===================================
</TABLE>
The composition of net assets of the Water Pik Technologies Inc. Common Stock
Master Trust at December 31, 1999 and 1998 was as follows:
<TABLE>
<CAPTION>
1999 1998
-----------------------------------
<S> <C> <C>
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 $--
===================================
</TABLE>
31
<PAGE> 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:
<TABLE>
<CAPTION>
FIXED INCOME MASTER ALLIANCE EQUITY MASTER ATI COMMON STOCK MASTER
TRUST TRUST TRUST
-----------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31
-----------------------------------------------------------------------------------------------------
1999 1998 1999 1998 1999 1998
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
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
=====================================================================================================
</TABLE>
32
<PAGE> 33
401(k) Savings Account Plan
for Employees of the Washington Plant
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
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*
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
========================================================================================================
</TABLE>
<TABLE>
<CAPTION>
TELEDYNE WATER PIK
TECHNOLOGIES TECHNOLOGIES INC.
INCORPORATED COMMON COMMON STOCK MASTER
STOCK MASTER TRUST TRUST
--------------------------------------------
--------------------------------------------
1999 1998 1999 1998
--------------------------------------------
<S> <C> <C> <C> <C>
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 $--
========================================
</TABLE>
* 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
<PAGE> 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
<PAGE> 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
<TABLE>
<CAPTION>
DESCRIPTION UNITS/SHARES CURRENT VALUE
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
===================
</TABLE>
*Party-in-interest
35
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 39
Savings and Security Plan of the
Lockport and Waterbury Facilities
of Allegheny Ludlum Corporation
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
-------------------------------------------
<S> <C> <C>
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
===========================================
</TABLE>
See accompanying notes.
39
<PAGE> 40
Savings and Security Plan of the
Lockport and Waterbury Facilities
of Allegheny Ludlum Corporation
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998
-------------------------------------------
<S> <C> <C>
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
===========================================
</TABLE>
See accompanying notes.
40
<PAGE> 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
<PAGE> 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
<PAGE> 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.
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
--------------------------------------------
<S> <C> <C>
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 -
</TABLE>
43
<PAGE> 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:
<TABLE>
<CAPTION>
1999 1998
----------------------------------------
<S> <C> <C>
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 --
</TABLE>
44
<PAGE> 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:
<TABLE>
<CAPTION>
1999 1998
---------------------------------------
<S> <C> <C>
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
========================================
</TABLE>
45
<PAGE> 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:
<TABLE>
<CAPTION>
1999 1998
--------------------------------------------
<S> <C> <C>
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
============================================
</TABLE>
The composition of net assets of the ATI Common Stock Master Trust at December
31, 1999 and 1998 was as follows:
<TABLE>
<CAPTION>
1999 1998
--------------------------------------------
<S> <C> <C>
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
============================================
</TABLE>
The composition of net assets of the Allegheny Technologies Disciplined Stock
Fund Master Trust at December 31, 1999 and 1998 was as follows:
<TABLE>
<CAPTION>
1999 1998
-------------------------------------------
<S> <C> <C>
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
===========================================
</TABLE>
46
<PAGE> 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:
<TABLE>
<CAPTION>
1999 1998
-----------------------------------------
<S> <C> <C>
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 $ --
=========================================
</TABLE>
The composition of net assets of the Water Pik Technologies Inc. Common Stock
Master Trust at December 31, 1999 and 1998 was as follows:
<TABLE>
<CAPTION>
1999 1998
-----------------------------------------
<S> <C> <C>
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 $ --
=========================================
</TABLE>
47
<PAGE> 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:
<TABLE>
<CAPTION>
FIXED INCOME MASTER ALLIANCE EQUITY MASTER ATI COMMON STOCK MASTER
TRUST TRUST TRUST
-------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31
-------------------------------------------------------------------------------------------------------
1999 1998 1999 1998 1999 1998
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
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
====================================================================================================
</TABLE>
48
<PAGE> 49
Savings and Security Plan of the
Lockport and Waterbury Facilities
of Allegheny Ludlum Corporation
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
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*
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
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 $- $ -- $- $ -- $- $ --
====================================================================================================
</TABLE>
<TABLE>
<CAPTION>
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
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
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 $--
====================================================================================================
</TABLE>
* 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
<PAGE> 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
<PAGE> 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
<TABLE>
<CAPTION>
DESCRIPTION UNITS/SHARES CURRENT VALUE
-----------------------------------------------------------------------------------------------
<S> <C> <C>
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
===================
</TABLE>
* Party-in-interest
51
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 55
Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
----------- -----------
<S> <C> <C>
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
=========== ===========
</TABLE>
See accompanying notes.
55
<PAGE> 56
Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998
------------ -----------
<S> <C> <C>
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
=========== ===========
</TABLE>
See accompanying notes.
56
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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:
<TABLE>
<CAPTION>
FIXED INCOME MASTER ALLIANCE EQUITY MASTER ATI COMMON STOCK MASTER
TRUST TRUST TRUST
---------------------------- --------------------------- ---------------------------
YEAR ENDED DECEMBER 31
------------------------------------------------------------------------------------------
1999 1998 1999 1998 1999 1998
------------ ------------ ----------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
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
============ ============ =========== ============ ============ ===========
</TABLE>
63
<PAGE> 64
Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
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*
-------- ----------- -------- ----------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
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 $ -- $ -- $ -- $ -- $ -- $ --
----==== =========== ----==== =========== ----==== ============
</TABLE>
<TABLE>
<CAPTION>
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
----------- ----------- ---------- ------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
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 $ --
=========== =========== ========== ======= ======== =========
</TABLE>
* 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
<PAGE> 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
<PAGE> 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
<TABLE>
<CAPTION>
DESCRIPTION UNITS/SHARES CURRENT VALUE
----------------------------------------------------------------------------------------------
<S> <C> <C>
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
==========
</TABLE>
*Party-in-interest
66
<PAGE> 67
Audited Financial Statements
Teledyne
401(k) Plan
Years ended December 31, 1999 and 1998
with Report of Independent Auditors
67
<PAGE> 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
<PAGE> 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
<PAGE> 70
Teledyne
401(k) Plan
Statements of Net Assets Available for Benefits
(000s Omitted)
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
------------------------------------
<S> <C> <C>
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
====================================
</TABLE>
See accompanying notes.
70
<PAGE> 71
Teledyne
401(k) Plan
Statements of Changes in Net Assets Available for Benefits
(000s Omitted)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998
-------------------- ---------------------
<S> <C> <C>
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
==================== =====================
</TABLE>
See accompanying notes.
71
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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).
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
------------------------------------------
<S> <C> <C>
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
</TABLE>
The composition of the changes in net assets of the various nonpooled separate
accounts is as follows (000s omitted):
<TABLE>
<CAPTION>
ALLEGHENY TECHNOLOGIES
TELEDYNE BOND INDEX FUND TELEDYNE COUNTRY SELECTOR FUND STOCK FUND
----------------------------- ------------------------------- -------------------------------
YEAR ENDED DECEMBER 31
---------------------------------------------------------------------------------------------
1999 1998 1999 1998 1999 1998
-------------- -------------- ---------------- -------------- ---------------- --------------
<S> <C> <C> <C> <C> <C> <C>
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
============== ============== ================ ============== ================ ==============
</TABLE>
77
<PAGE> 78
Teledyne
401(k) Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
S&P 500 STOCK FUND LIFEPATH INCOME FUND LIFEPATH 2010 FUND
----------------------------- ------------------------------- -------------------------------
YEAR ENDED DECEMBER 31
---------------------------------------------------------------------------------------------
1999 1998 1999 1998 1999 1998
-------------- -------------- ---------------- -------------- ---------------- --------------
<S> <C> <C> <C> <C> <C> <C>
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
============== ============== ================ ============== ================ ==============
</TABLE>
<TABLE>
<CAPTION>
LIFEPATH 2020 FUND LIFEPATH 2030 FUND LIFEPATH 2040 FUND
----------------------------- ------------------------------- -------------------------------
YEAR ENDED DECEMBER 31
---------------------------------------------------------------------------------------------
1999 1998 1999 1998 1999 1998
-------------- -------------- ---------------- -------------- ---------------- --------------
<S> <C> <C> <C> <C> <C> <C>
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
============== ============== ================ ============== ================ ==============
</TABLE>
78
<PAGE> 79
Teledyne
401(k) Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
TELEDYNE TECHNOLOGIES WATER PIK TECHNOLOGIES
STOCK FUND STOCK FUND
------------------------------- ----------------------------
YEAR ENDED DECEMBER 31
------------------------------------------------------------
1999 1998 1999 1998
--------------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
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 $--
=============== =============== ============= ==============
</TABLE>
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
<PAGE> 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
<PAGE> 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
<TABLE>
<CAPTION>
INVESTMENT DESCRIPTION UNITS/SHARES CURRENT VALUE
----------------------------------------------------------------------------- --------------------- ------------------
<S> <C> <C>
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
==================
</TABLE>
* Party-in-interest
81
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 85
Oregon Metallurgical Corporation Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
--------------------------------
<S> <C> <C>
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
===============================
</TABLE>
See accompanying notes.
85
<PAGE> 86
Oregon Metallurgical Corporation Savings Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998
----------------------------------
<S> <C> <C>
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
==================================
</TABLE>
See accompanying notes.
86
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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:
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
--------------------------------
<S> <C> <C>
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
</TABLE>
*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:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998
-------------------------------------
<S> <C> <C>
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)
=====================================
</TABLE>
90
<PAGE> 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:
<TABLE>
<CAPTION>
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
------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
==================================================================
</TABLE>
91
<PAGE> 92
Oregon Metallurgical Corporation Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31, 1999
---------------------------------------------------
NONPARTICIPANT-DIRECTED
---------------------------------------------------
ALLEGHENY TELEDYNE WATER PIK
TECHNOLOGIES, INC. TECHNOLOGIES TECHNOLOGIES,
COMMON INCORPORATED INC. COMMON
STOCK COMMON STOCK STOCK
---------------------------------------------------
<S> <C> <C> <C>
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
=================================================
</TABLE>
92
<PAGE> 93
Oregon Metallurgical Corporation Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31, 1998
--------------------------------
NONPARTICIPANT-DIRECTED
--------------------------------
OREGON
METALLURGICAL ALLEGHENY
CORPORATION TELEDYNE, INC.
STOCK COMMON STOCK
--------------------------------
<S> <C> <C>
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
================================
</TABLE>
93
<PAGE> 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:
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
--------------------------------------
<S> <C> <C>
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
======================================
</TABLE>
94
<PAGE> 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:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31
1999
----------------
<S> <C>
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
================
</TABLE>
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
<PAGE> 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
<TABLE>
<CAPTION>
DESCRIPTION CURRENT
IDENTITY OF ISSUE OF INVESTMENT COST VALUE
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(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
=================
</TABLE>
*Party-in-interest to the Plan
NR--Not required
96
<PAGE> 97
Oregon Metallurgical Corporation Savings Plan
EIN 93-0448167 Plan 004
Schedule H, Line 4j--Schedule of Reportable Transactions
Year ended December 31, 1999
<TABLE>
<CAPTION>
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)
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
(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 --
</TABLE>
There were no Category (i), (ii) or (iv) transactions during the year ended
December 31, 1999.
Column (e) was not used.
97
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 103
EXHIBIT INDEX
Exhibit No. Description Method of Filing
----------- ----------- ----------------
23.2 Consent of Ernst & Young LLP Filed herewith
