UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ----------- TO ------------
COMMISSION FILE NUMBER 1-12001
ALLEGHENY TECHNOLOGIES RETIREMENT SAVINGS PLAN
----------------------------------------------
(Title of Plan)
ALLEGHENY TECHNOLOGIES INCORPORATED
(Name of Issuer of securities held pursuant to the Plan)
1000 Six PPG Place, Pittsburgh, Pennsylvania 15222-5479
(Address of Plan and principal executive offices of Issuer)
AUDITED FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
Allegheny Technologies Retirement Savings Plan
Years ended December 31, 2003 and 2002
with Report of Independent Registered Public Accounting Firm
Allegheny Technologies Retirement Savings Plan
Audited Financial Statements
and Supplemental Schedule
Years ended December 31, 2003 and 2002
CONTENTS
Report of Independent Registered Public Accounting Firm ....................................................... 1
Audited Financial Statements
Statements of Net Assets Available for Benefits................................................................ 2
Statements of Changes in Net Assets Available for Benefits..................................................... 3
Notes to Financial Statements ................................................................................. 4
Supplemental Schedule
Schedule H, Line 4i--Schedule of Assets (Held at End of Year).................................................. 12
Signatures..................................................................................................... 16
Exhibit
23 Consent of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
Allegheny Technologies Incorporated
We have audited the accompanying statements of net assets available for benefits
of the Allegheny Technologies Retirement Savings Plan as of December 31, 2003
and 2002, 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 the standards of the Public Company
Accounting Oversight Board (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, 2003 and 2002, and the changes in its net assets available for
benefits for the years then ended, in conformity with U.S. generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2003 is presented for purposes of
additional analysis and is not a required part of the 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 is the responsibility of the
Plan's management. 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
June 18, 2004
Pittsburgh, Pennsylvania
1
Allegheny Technologies Retirement Savings Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
2003 2002
------------- -------------
Investments:
Interest in Allegheny Technologies Incorporated Savings Plan Trust $ 154,637,517 $ 139,055,307
Interest in registered investment companies 60,822,273 28,368,003
Corporate common stocks 9,909,842 4,436,619
Participant loans 2,784,665 2,977,821
Interest in common collective trusts 206,627 21,792,557
------------- -------------
Total investments 228,360,924 196,630,307
Other payables, net (130,030) (742,470)
------------- -------------
Net assets available for benefits $ 228,230,894 $ 195,887,837
============= =============
See accompanying notes.
2
Allegheny Technologies Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
YEARS ENDED DECEMBER 31
2003 2002
------------- -------------
Contributions:
Employer $ 6,943,677 $ 6,216,942
Employee 5,225,641 5,934,950
------------- -------------
Total contributions 12,169,318 12,151,892
Investment income (loss):
Net gain (loss) from interest in Allegheny Technologies
Incorporated Savings Plan Trust 17,365,463 (8,351,141)
Net gain (loss) from interest in registered investment companies 11,578,357 (6,861,745)
Net gain (loss) from interest in common collective trusts 1,907,498 (3,871,428)
Interest income 187,433 278,993
Dividend income 202,429 423,061
Net realized/unrealized gain (loss) on corporate common stocks 6,096,859 (6,901,225)
------------- -------------
Total investment gain (loss) 37,338,039 (25,283,485)
------------- -------------
49,507,357 (13,131,593)
Distributions to participants (17,121,524) (23,228,223)
Plan transfers, net (39,433) 3,025
Administrative expenses and other, net (3,343) (3,904)
------------- -------------
(17,164,300) (23,229,102)
------------- -------------
Net increase (decrease) in net assets available for benefits 32,343,057 (36,360,695)
Net assets available for benefits at beginning of year 195,887,837 232,248,532
------------- -------------
Net assets available for benefits at end of year $ 228,230,894 $ 195,887,837
============= =============
See accompanying notes.
3
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements
Years ended December 31, 2003 and 2002
1. SIGNIFICANT ACCOUNTING POLICIES
Investments are valued as follows:
Bank and insurance investment contracts (investment contracts) with
varying contract rates and maturity dates are stated at contract value.
Although it is management's intention to hold the investment contracts in
the Fixed Income Master Trust until maturity, certain investment contracts
provide for adjustments to contract value for withdrawals made prior to
maturity.
All other investments 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 U.S. 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.
2. DESCRIPTION OF THE PLAN
The Allegheny Technologies 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 (ERISA).
The purpose of the Plan is to provide retirement benefits to eligible employees
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 allows employees to contribute a portion of
eligible wages each pay period through payroll deductions subject to Internal
Revenue Code limitations. Depending on participants' years of service,
qualifying employee contributions are matched by the respective employing
companies, which are Allegheny Technologies Incorporated (ATI, the Plan Sponsor)
and affiliates of ATI, up to 4% of participants' salary. Beginning January 1,
2002 the Plan Sponsor suspended the employer match on certain participant
deferrals. The employer match was reinstated January 1, 2003. In addition, the
respective employing companies contribute 6.5% of participants' monthly
pensionable earnings, as described in the Plan, and in addition contributes
$43.34 per month per participant. The Plan allows participants to direct their
contributions, and contributions made on their behalf, to any of the investment
alternatives. Unless otherwise specified by the participant, employer
contributions are made to the Fixed Income Master Trust.
4
Allegheny Technologies 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,
Mellon Bank, N.A., 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.
Participants may make "in-service" and hardship withdrawals as outlined in the
plan document.
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 6 to 60 months, and primary residence loans are repaid over
periods up to 180 months. Payments are made by payroll deductions.
Further information about the Plan, including eligibility, vesting,
contributions, and withdrawals, is contained in the plan documents, summary plan
description, and related contracts. These documents are available from the Plan
Sponsor.
3. INVESTMENTS
The following presents investments that represent 5% or more of the Plan's net
assets:
DECEMBER 31
2003 2002
------------- -------------
Fixed Income Master Trust $ 101,952,507 $ 100,651,695
Allegheny Technologies Disciplined Stock Fund Master Trust 27,053,457 18,810,247
Alliance Equity Master Trust 25,631,552 19,593,366
Oakmark Balanced Fund 17,771,248 -*
Dreyfus Emerging Leaders Fund 17,289,070 13,374,190
Allegheny Technologies Incorporated common stock 9,909,842 4,436,619*
Dreyfus Lifestyle Growth and Income Fund -* 13,366,494
*Shown for comparative purposes
5
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
Certain of the Plan's investments are in the Allegheny Technologies Incorporated
Savings Plan Trust, which has three subsidiary Master Trusts: the Allegheny
Technologies Disciplined Stock Fund Master Trust, the Alliance Equity Master
Trust, and the Fixed Income Master Trust, which are institutional separate
accounts valued on a unitized basis (collectively, the "Master Trust"). The
Master Trust was established for the investment of assets of the Plan, and
several other ATI sponsored retirement plans. Each participating retirement plan
has an undivided interest in the Master Trust. At December 31, 2003 and 2002,
the Plan's interest in the net assets of the Alliance Equity Master Trust, the
Fixed Income Master Trust, and the Allegheny Technologies Disciplined Stock Fund
Master Trust was as follows:
2003 2002
------------- -------------
Alliance Equity Master Trust 71.89% 73.79%
Fixed Income Master Trust 53.21 55.67
Allegheny Technologies Disciplined Stock Fund Master Trust 34.76 34.24
Investment income and expenses are allocated to the Plan based upon its pro rata
share in the net assets of the Master Trust.
6
Allegheny Technologies 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, 2003 and 2002 was as follows:
2003 2002
------------ ------------
Guaranteed investment contracts:
Canada Life $ 2,757,412 $ 2,757,412
GE Life and Annuity 9,583,804 10,420,327
Hartford Life Insurance Company 10,939,222 10,460,185
John Hancock Life Insurance Company 8,848,178 9,854,982
Monumental Life Insurance Company 2,353,862 2,363,422
New York Life Insurance Company 6,814,589 7,808,955
Ohio National Life 4,652,712 5,976,900
Pacific Mutual Life Insurance Company 6,075,054 6,074,436
Principal Life 1,187,962 1,134,634
Protective Life Insurance Company 1,006,456 1,006,463
Pruco Pace Credit Enhanced 8,947,069 8,689,223
Safeco Life Insurance - 1,973,290
Security Life of Denver 6,737,205 6,465,137
Sun America, Inc. - 2,988,024
United of Omaha 7,226,335 7,226,335
------------ ------------
77,129,860 85,199,725
Synthetic guaranteed investment contracts:
Caisse des Depots et Consignations 1,999,995 4,953,210
CIT Equipment - 996,925
Common Wealth Edison - 2,999,980
Commit to purchase FNMA 02-74 LC - 3,071,979
Conn RRB Spec Trust - 2,948,436
Detroit Edison - 2,027,941
FHLMC - 5,977,227
Illinois Power Sp Trust - 1,971,078
MBNA Master CC Trust - 1,993,490
MDA Monumental BGI Wrap 33,990,199 41,868,727
Peco Energy Company - 1,970,899
Peoples Security Life Insurance Company - 2,491,608
Public Service - 2,036,624
Bank of America 17,803,044 -
Rabobank 36,635,330 -
Transamerica Occidental - 6,568,303
Union Bank of Switzerland 14,768,321 174,682
Westdeutsche Landesbank Girozentrale - 3,556,463
------------ ------------
105,196,889 85,607,572
Interest in common collective trusts 8,515,369 7,972,257
Interest-bearing cash - 212,167
Other 764,537 1,817,668
------------ ------------
Total net assets $191,606,655 $180,809,389
============ ============
7
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
The Fixed Income Fund (the Fund) invests in guaranteed investment contracts
(GICs) and actively managed structured or synthetic investment contracts (SICs).
The GICs are promises by a bank or insurance company to repay principal plus a
fixed rate of return through contract maturity. SICs differ from GICs in that
there are specific assets supporting the SICs, and these assets are owned by the
Master Trust. The bank or insurance company issues a wrapper contract that
allows participant-directed transactions to be made at contract value. The
assets supporting the SICs are comprised of government agency bonds, corporate
bonds, asset-backed securities (ABOs), and collateralized mortgage obligations
(CMOs) with fair values of $107,926,162 and $88,750,762 at December 31, 2003 and
2002, respectively.
Interest crediting rates on the GICs in the Fund are determined at the time of
purchase. Interest crediting rates on the SICs are either: (1) set at the time
of purchase for a fixed term and crediting rate; (2) set at the time of purchase
for a fixed term and variable crediting rate, or (3) set at the time of purchase
and reset monthly within a "constant duration." A constant duration contract may
specify a duration of 2.5 years and the crediting rate is adjusted monthly based
upon quarterly rebalancing of eligible 2.5 year duration investment instruments
at the time of each resetting; in effect the contract never matures. At December
31, 2003 and 2002, the interest crediting rates for GICs and Fixed Maturity SICs
ranged from 3.58% to 8.02% and 3.27% to 8.05%, respectively.
For the years ended December 31, 2003 and 2002, the average annual yield for the
investment contracts in the Fund was 5.31% and 5.74%, respectively. Fair value
of the GICs was estimated by discounting the weighted average of the Fund's cash
flows at the then-current, interest-crediting rate for a comparable maturity
investment contract. Fair value for the SICs was estimated based on the fair
value of each contract's supporting assets at December 31, 2003 and 2002.
8
Allegheny Technologies 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, 2003 and 2002 was as follows:
2003 2002
------------ ------------
Investment in pooled separate accounts:
Alliance Equity Fund S.A. #4 $ 35,666,427 $ 26,603,639
Operating payables (10,616) (49,895)
------------ ------------
Total net assets $ 35,655,811 $ 26,553,744
============ ============
The composition of net assets of the Allegheny Technologies Disciplined Stock
Fund Master Trust at December 31, 2003 and 2002 was as follows:
2003 2002
------------ ------------
Corporate common stocks $ 77,259,404 $ 53,256,475
Investment in common collective trusts 337,451 1,630,752
Receivables 283,072 67,848
Payables (42,301) (25,733)
------------ ------------
Total net assets $ 77,837,626 $ 54,929,342
============ ============
9
Allegheny Technologies 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:
ALLEGHENY TECHNOLOGIES
ALLIANCE EQUITY MASTER DISCIPLINED STOCK FUND MASTER
FIXED INCOME MASTER TRUST TRUST TRUST
----------------------------- ----------------------------- -----------------------------
YEARS ENDED DECEMBER 31
---------------------------------------------------------------------------------------------
2003 2002 2003 2002 2003 2002
------------- ------------- ------------- ------------- ------------- -------------
Investment income (loss):
Interest income $ 9,953,790 $ 9,786,577 $ - $ - $ 214,654 $ -
Net realized/unrealized
gain (loss) on
corporate common
stocks - 1,528 - - 13,699,382 (17,406,255)
Dividends - - - - 1,073,159 948,623
Net gain (loss),
registered invest-
ment companies 45,315 - - - - -
Net gain (loss), pooled
separate accounts - - 9,614,660 (10,652,634) - -
Net gain, common
collective trusts 111,616 172,081 - - 10,183 13,761
Other income - 69,815 - - - -
Administrative expenses (201,917) (236,944) (72,409) (118,618) (660,982) (424,085)
Transfers 888,462 5,374,077 (440,184) (2,634,913) 8,571,888 (5,733,400)
------------- ------------- ------------- ------------- ------------- -------------
Net increase (decrease) 10,797,266 15,167,134 9,102,067 (13,406,165) 22,908,284 (22,601,356)
Total net assets at
beginning of year 180,809,389 165,642,255 26,553,744 39,959,909 54,929,342 77,530,698
------------- ------------- ------------- ------------- ------------- -------------
Total net assets at
end of year $ 191,606,655 $ 180,809,389 $ 35,655,811 $ 26,553,744 $ 77,837,626 $ 54,929,342
============= ============= ============= ============= ============= =============
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
Technologies Incorporated Savings Plan Trust on the statements of changes in net
assets available for benefits.
10
Allegheny Technologies 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 August 4, 2003, 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. The determination letter does not include Plan amendments
subsequent to December 31, 2001. 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. PARTIES-IN-INTEREST
Dreyfus Corporation is the manager of the Dreyfus Mutual Funds that are offered
as investment options under this Plan. Dreyfus Service Corporation is the funds'
distributor. Dreyfus Corporation and Dreyfus Service Corporation are both wholly
owned subsidiaries of Mellon Financial Corporation. Mellon Financial Corporation
also owns Mellon Bank, N.A., the trustee for this Plan. Therefore, transactions
with these entities qualify as party-in-interest transactions.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the employing companies have
the right under the Plan to discontinue their contributions at any time and to
terminate their respective participation in the Plan subject to the provisions
of ERISA.
7. RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are
exposed to various risk such as interest rate, market, and credit risks. Due to
the level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect
participants' account balances and the amounts reported in the statements of net
assets available for benefits.
11
Allegheny Technologies Retirement Savings Plan
EIN: 25-1792394 Plan: 004
Schedule H, Line 4i--Schedule of Assets (Held at End of Year)
December 31, 2003
DESCRIPTION UNITS/SHARES CURRENT VALUE
---------------------------------------------------- -------------- --------------
Registered Investment Companies
-------------------------------
Artisan Midcap Funds 152,592.616 $ 3,933,838
Dreyfus Appreciation Fund 8,346.931 310,005
Dreyfus Bond Market Index* 338,464.044 3,506,488
Hartford Midcap Fund 85,735.333 2,111,661
Lord, Abbett Midcap Funds 66,045.604 1,243,639
Dreyfus Emerging Leaders Fd* 446,515.244 17,289,070
MFS Value Fund 26,304.679 535,037
Dreyfus Premier Intl Value Fd* 309,466.029 5,115,473
Morgan Stanley Instl Fd Tr Mid Cap Growth Port 136,408.504 1,474,576
PIMCO NFJ Funds 42,688.988 1,070,213
Oakmark Balanced Fund 807,050.307 17,771,248
Prudential Invt Portfolios Inc Jennison Growth Fd 114,267.933 1,492,339
--------------
55,853,587
Self-directed accounts
----------------------
AIM Equity Funds Inc Weingarten Fd 1,272.607 15,373
AIM Equity Fds Inc Blue Chip Fund 2,999.672 33,596
AIM Premier Equity Fd 2,103.219 19,728
AIM Sector Funds - Invesco Technology Fund 558.902 13,755
AIM Sector Funds - Invesco Health Sciences Fund 1,713.797 82,691
Aegis Value Fund 1,869.843 31,357
Alliance Growth & Income Fd 1,569.255 5,304
Alliance Premier Growth Fd 387.021 6,525
Alliance Technology Fd 158.294 7,859
American Balanced Fd 5.196 90
American Centy Cap Portfolio - Equity Income Fund 7,143.096 55,573
American Centy Quantitive Eq Fds 1,741.198 34,127
America Centy Mut Fds Ultra Twentieth Centy Ultra Fd 545.179 14,529
American High Income Mun Bd Fd 222.868 3,423
American Mut Fd 5.284 129
Ariel Growth Fd Calvert Ariel Appreciation Fd 549.906 23,811
Buffalo Small Cap Fd 2,884.597 63,980
CGM Tr Focus Fd 6,494.064 194,367
Capital Income Bldr Fd Sh Ben Int 115.432 5,526
Capital World Growth & Income Fd 212.317 6,344
Credit Suisse Corp Fds Small Cap Value 203.991 4,190
Credit Suisse Global Post Vent Capital Fund 668.703 10,472
Delaware Group Trend Fd 196.033 3,697
Dodge & Cox Stock Fund 142.014 16,158
12
Allegheny Technologies Retirement Savings Plan
Schedule H, Line 4i--Schedule of Assets (Held at End of Year) (continued)
DESCRIPTION UNITS/SHARES CURRENT VALUE
------------------------------------------------------------- --------------- ---------------
Dreyfus 100% US Treas MM Fd* 212,190.230 212,190
Dreyfus Premier Short-Term Income Fund* 870.209 9,946
Dreyfus Invt Grade Bd Fds Inter Term Fd* 1,638.187 21,215
Dreyfus/Laurel Fds Inc Disciplined Stk Fd* 222.660 6,682
Dreyfus/Laurel Fds Inc S&P 500 Stk Index Fd* 11,508.222 266,300
Dreyfus Midcap Value Fd* 2,462.350 67,985
Dreyfus Growth & Value Fds Premier Techn Growth Fd* 682.494 15,950
Dreyfus Technology Growth Fd* 5,237.020 120,294
Dreyfus Premier Emerging Mkts Fd* 2,222.160 37,355
Eaton Vance Growth Tr Worldwide Health Sciences Fd 1,401.090 13,983
FBR Family Funds - Small Cap Value 486.562 15,789
Federated Equity Kaufmann Fd 28,541.595 141,566
Federated Eqty Fds 1,402.279 7,208
Fidelity Invt Tr Diversified Intl Fd 236.062 5,694
Fidelity Mt Vernon Str Tr Growth Co Fd 754.351 37,770
Fidelity Mt Vernon Str tr Growth Co Fd 104.390 1,559
Fidelity Secs Fd Dividend Growth Fd 1,421.483 38,806
Fidelity Select Portfolios Technology Portfolio 1,063.553 63,909
Fidelity Select Portfolios Health Care Portfolio 108.259 12,776
Fidelity Select Portfolios Developing Commnts Portfolio 682.742 11,327
Fidelity Select Portfolios Reg Bks Portfolio 513.380 20,078
Fidelity Select Portfolios Biotechnology Portfolio 1,348.942 69,443
Fidelity Select Portfolios American Gold Portfolio 1.068 32
Fidelity Select Portfolios Software & Computer Svcs Portfolio 1,131.400 55,699
Fidelity Select Portfolios Telecommunications Portfolio 522.811 16,751
Fidelity Select Portfolios Brokerage & Inv Mgmt Portfolio 747.354 37,129
Fidelity Select Portfolios Ele Portfolio 4,288.014 179,625
Fidelity Select Portfolios Computers Portfolio 3,746.339 134,344
First Eagle Overseas Fund 2,180.611 39,774
Firsthand Fds Technology Value Fd 238.086 7,516
Firsthand Fds Technology Leaders Fd 161.067 2,775
Gabelli Gold Fund 2,387.392 43,403
Gabelli Intl Growth Fd 1710.613 27,541
Gabelli Global Growth Fd AAA 504.376 8,287
Gabelli Asset Fd Sh Ben Int 149.105 5,407
Gabelli Growth Fd Sh Ben Int 1,625.292 40,551
Growth Fd Amer Inc 5.006 123
Growth Fd Amer Inc Cl B Shs 276.220 6,615
Income Fd Amer Inc 5.378 92
Investment Co Amer 5.272 152
Investment Co Amer - Class B 417.064 11,986
Janus Invt Fd Sh Ben Int 2,747.970 64,495
13
Allegheny Technologies Retirement Savings Plan
Schedule H, Line 4i--Schedule of Assets (Held at End of Year) (continued)
DESCRIPTION UNITS/SHARES CURRENT VALUE
--------------------------------------------------------- --------------- ---------------
Janus Invt Fd Growth & Income Fd 4,251.669 122,916
Janus Invt Fd Worldwide Fd 1,755.180 69,400
Janus Invt Fd Twenty Fd 2,175.506 78,688
Janus Invt Fd Flexible Income Fund 5,694.858 55,810
Janus Invt Fd Orion Fd 5,197.000 31,390
Janus Invt Fd Strategic Value Fd 9,918.202 107,315
Janus Invt Fd Global Tech Fd 7,309.790 77,118
Janus Invt Fd Global Life Sciences Fd 2,206.081 34,525
Janus Invt Fd Olympus Fd 7,383.505 194,408
Janus Invt Fd Enterprise Fd 2,839.113 88,495
Janus Invt Fd Mercury Fd 7,371.232 143,739
Longleaf Prtnrs Fds Tr Intl Fd 1,204.521 16,996
Loomis Sayles Funds - Bond Fund Retail 535.853 6,807
Lord Abbett Mid Cap Value Fd, Class B 287.082 5,274
MFS Mid Cap Growth A 1,790.260 13,982
Merger Fund - Sh Ben Int 296.993 4,517
New Perspective Fd 563.931 13,811
PBHG Fds Emerging Growth Fund 3.451 45
PBGH Fds Technology & Communications Fd 935.158 10,109
Pimco Fds Pac Invt Mgmt Ser Total Return Fd 66,934.715 716,871
Park Ave Portfolio Guardian Fd 2,106.398 63,360
Price T Rowe Health Sciences Fd 499.735 9,970
RS Invt Tr Emerging Growth Fd 2,217.269 62,305
Rowe T Price Mid Cap Growth Fd 340.541 14,609
Rowe T Price Intl Fds Inc Japan 388.035 2,813
Rowe T Price Science & Tech Fd Inc Cap Stk 3,883.236 73,005
Rowe T Price Small-Cap Value Fd Inc Cap Stk 762.264 22,403
Royce Fd Opporunity Fd 1,442.634 17,514
Royce Spl Equity Fund 640.254 11,505
Rydex Ser Tr OTC Fd 962.563 9,558
Scudder Secs Tr Technology Fd 1,736.583 24,694
Scudder Gold & Precious Metals Fund 1,933.798 40,378
Selected Amern Shs 301.554 10,003
SIT Mut Fds Small Cap Growth Fd 337.580 8,450
State Str Resh Corp Tr Research Aurora Fd 179.447 6,467
State Str Resh Equity Tr Mid Cap Value Fd 297.267 4,985
14
Allegheny Technologies Retirement Savings Plan
Schedule H, Line 4i--Schedule of Assets (Held at End of Year) (continued)
DESCRIPTION UNITS/SHARES CURRENT VALUE
--------------------------------------------------------- --------------- ---------------
Strong Equity Fds Inc Growth 20 Fd 687.666 8,912
Strong Opportunity Fd 118.599 4,679
Strong Conservative Equity Fund - American Utilities 6,658.923 97,020
Strong Discovery Fund 2,661.712 52,517
Van Kampen Amern Cap Emerging Growth Fd 74.996 2,710
Van Wagoner Fds Inc Post Venture Fd 97.567 315
Vanguard Equity Income Fd 188.491 4,205
Vanguard Index Tr 500 Portfolio 676.357 69,442
Vanguard Index Tr Growth Portfolio 267.210 6,659
Washington Mut Invs Fd 423.553 12,135
Wislhire Target Fds Inc Large Growth Portfolio 104.959 3,131
---------------
Total self-directed accounts 4,968,686
---------------
Total registered investment companies $ 60,822,273
===============
Corporate Common Stocks
-----------------------
Allegheny Technologies Incorporated* 749,609.813 $ 9,909,842
===============
Participant loans* (5.0% to 10.5%, with
maturities through 2016) $ 2,784,665
===============
Common Collective Trusts
------------------------
Dreyfus Short-Term Investment Fund* 206,627.350 $ 206,627
===============
*Party-in-interest
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrators of the Plan have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
ALLEGHENY TECHNOLOGIES INCORPORATED
ALLEGHENY TECHNOLOGIES RETIREMENT
SAVINGS PLAN
By: /s/ Richard J. Harshman
-----------------------------------
Date: June 25, 2004 Richard J. Harshman
Executive Vice President-Finance and
Chief Financial Officer
(Principal Financial Officer and Duly
Authorized Officer)
16