Delaware 25-1792394
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1000 Six PPG Place, Pittsburgh, Pennsylvania 15222-5479
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(Address of principal executive offices) (Zip Code)
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Title of each class: Name of each exchange on which registered: -------------------- ------------------------------------------ Common Stock, $0.10 par value New York Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange |
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 May 31, 2001, the Registrant had outstanding 80,234,909 shares of its Common Stock. The aggregate market value of the Registrant's voting stock held by non-affiliates at this date was approximately $1.6 billion, based on the closing price per share of Common Stock on this date of $20.64 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.
Selected portions of the 2000 Annual Report to Stockholders ("2000 Annual Report") - Part I, Part II and Part IV of this Report.
Selected portions of the Proxy Statement for the 2001 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).
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, 2000 ("2000 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 Technologies Retirement Savings Plan (formerly the Allegheny Ludlum Retirement Savings Plan); (2) 401(k) Savings Account Plan for Employees of the Washington Plate Plant (formerly the 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) The 401(k) Plan (formerly the Teledyne 401(k) Plan); and (6) Oregon Metallurgical Corporation Savings Plan.
"Item 8. Financial Statements and Supplementary Data" of Part II of the 2000 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 27 to 48 of the 2000 Annual Report.
The following financial statements are filed by the Company with respect to the following plans in accordance with Rule 15d-21 under the Exchange Act:
PLAN PAGE NO.
--------------------------------------------------------------------- --------
Allegheny Technologies Retirement Savings Plan (formerly the 4
Allegheny Ludlum Retirement Savings Plan).............................
401(k) Savings Account Plan for Employees of the Washington Plate
Plant (formerly the 401(k) Savings Account Plan for Employees of the
Washington Plant)..................................................... 23
Savings and Security Plan of the Lockport and Waterbury
Facilities of Allegheny Ludlum Corporation............................ 38
Allegheny Ludlum Corporation Personal Retirement and
401(k) Savings Account Plan........................................... 54
The 401(k) Plan (formerly the Teledyne 401(k) Plan)................... 69
Oregon Metallurgical Corporation Savings Plan......................... 84
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ALLEGHENY TECHNOLOGIES RETIREMENT SAVINGS PLAN
Audited Financial Statements and Supplemental Schedule
Years ended December 31, 2000 and 1999 with Report of Independent Auditors
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 at End of Year)..............19 |
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, 2000 and 1999, 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, 2000 and 1999, 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 accompanying supplemental schedule of assets held at end of year as of December 31, 2000 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
June 1, 2001
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Statements of Net Assets Available for Benefits
DECEMBER 31
2000 1999
--------------------------------------------
ASSETS
Investments:
Interest in Allegheny Ludlum Corporation Master Trusts $155,224,928 $188,502,545
Interest in registered investment companies 34,281,115 22,920,560
Interest in common collective trusts 30,817,957 33,760,823
Corporate common stock 13,871,318 11,310
Participant notes receivable 3,876,612 3,908,588
Contributions receivable 29,474 -
Other receivables 597,365 -
Cash 33,984 -
--------------------------------------------
Total investments 238,732,753 249,103,826
Benefits payable (10,272) -
Other payables (682,387) (2,277)
Cash overdraft (79,119) -
--------------------------------------------
Net assets available for benefits $237,960,975 $249,101,549
============================================
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See accompanying notes.
Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31
2000 1999
--------------------------------------------
Additions:
Contributions:
Employer $ 8,817,420 $ 8,856,452
Employee 6,606,246 6,800,720
Investment income:
Net (loss) gain from interest in Allegheny Ludlum Corporation
Master Trusts (4,157,630) 15,876,181
Net(loss) gain from interest in registered investment companies (1,099,300) 5,499,995
Net (loss) gain from common interest in collective trusts (77,949) 3,214,351
Interest income 348,601 341,925
Dividends 123,114 -
Realized gains from sale of assets 10,477 -
Unrealized depreciation of assets (2,138,880) -
Other 2,396 (904)
Transfers in from outside of Plan - 38,758
--------------------------------------------
Total additions 8,434,495 40,627,478
Deductions:
Distributions to participants 19,602,033 22,766,058
Administrative expenses 3,536 1,526
Pending transfer to SDA account (30,500) 30,500
--------------------------------------------
Total deductions 19,575,069 22,798,084
--------------------------------------------
Net (deductions) additions (11,140,574) 17,829,394
Net assets available for benefits at beginning of year 249,101,549 231,272,155
--------------------------------------------
Net assets available for benefits at end of year $237,960,975 $249,101,549
============================================
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See accompanying notes.
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, 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 accounting principles generally accepted in the United States 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 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.
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.
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 vested account balance attributable to employer matching contributions. Employee contributions made to a 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 vested account balance. 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 with less than 5 years of service. 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 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 spun off 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 holdings will be terminated and the assets will be transferred to one of the other plan investment options. Effective October 1, 2000, the Allegheny Technologies Incorporated (ATI) Common Stock Master Trust, Teledyne Technologies Incorporated Common Stock Master Trust, and Water Pik Technologies, Inc. Common Stock Master Trust were deunitized, enabling all participating plans to hold actual shares of the common stocks. Allegheny Ludlum Corporation is a wholly-owned subsidiary of Allegheny Technologies Incorporated.
2. DESCRIPTION OF THE PLAN (CONTINUED)
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 twenty shares held of Allegheny Teledyne and one share of Teledyne Technologies Incorporated for every seven 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.
In the event that the Plan is partially or completely terminated, or the Plan Sponsor permanently discontinues making contributions, all amounts credited to the accounts of the affected participants become fully vested and nonforfeitable.
Further information about the Plan, including eligibility, vesting, contributions, and withdrawals, is contained in the Summary Plan Description and related contracts. Copies of this Summary Plan Description are available from the Allegheny Technologies Personnel and Compensation Committee.
3. INVESTMENTS
The following presents investments that represent 5% or more of the Plan's net
assets:
DECEMBER 31
2000 1999
--------------------------------------------
Allegheny Technologies Disciplined Stock Fund $30,710,160 $35,700,077
Alliance Equity Fund 39,467,959 46,304,854
Company Stock Fund - 14,654,933
Dreyfus Emerging Leaders Fund 19,855,407 -
Dreyfus Lifestyle Growth and Income Fund 18,814,507 20,820,050
Fixed Income Fund 85,046,809 89,488,628
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3. INVESTMENTS (CONTINUED)
As of December 31, 2000, the Plan is a participant in the Fixed Income Master Trust, the Alliance Equity Master Trust, and the Allegheny Technologies Disciplined Stock Fund Master Trust. During 2000, the ATI Common Stock Master Trust, Teledyne Technologies Incorporated Common Stock Master Trust, and the Water Pik Technologies, Inc. Common Stock Master Trust were reclassified as corporate common stock. The Plan's participating interests in these master trusts as of December 31, 2000 and 1999 were as follows:
2000 1999
-----------------------------------------
Allegheny Technologies Disciplined Stock Fund Master Trust 33.66% 78.61%
Alliance Equity Master Trust 77.14 78.49
ATI Common Stock Master Trust - 72.40
Fixed Income Master Trust 58.87 66.52
Teledyne Technologies Incorporated Common Stock Master Trust - 72.70
Water Pik Technologies, Inc. Common Stock Master Trust - 72.78
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3. INVESTMENTS (CONTINUED)
The composition of the net assets of the Fixed Income Master Trust at December
31, 2000 and 1999 was as follows:
2000 1999
--------------------------------------------
Registered investment companies:
Merrill Lynch Income Accumulation Fund $ 6,258,870 $ -
--------------------------------------------
6,258,870 -
Guaranteed investment contracts:
Business Mens Assurance Company of America 2,498,807 2,497,621
Canada Life 4,136,118 4,136,813
Combined Life Insurance Company 4,668,459 4,658,686
GE Life and Annuity 5,163,549 -
Hartford Life Insurance Company 5,641,680 2,000,000
John Hancock Life Insurance Company 11,001,797 8,328,120
Monumental Life Insurance Company 1,867,053 1,999,853
New York Life Insurance Company 3,136,760 -
Ohio National Life 4,576,017 4,577,686
Pacific Mutual Life Insurance Company 6,200,078 6,565,846
Peoples Security Life Insurance Company 6,096,623 6,474,471
Protective Life Insurance Company 2,012,650 2,999,471
Pruco Pace Credit Enhanced 7,691,842 3,062,854
Safeco Life Insurance 2,998,449 3,000,504
Security Life of Denver 5,131,606 -
Southland Life Insurance Company - 5,796,035
Sun America, Inc. 2,998,064 3,007,834
Transamerica Occidental - 11,678,338
United of Omaha 5,137,380 5,044,635
--------------------------------------------
80,956,932 75,828,767
Synthetic guaranteed investment contracts:
Caisse des Depots et Consignations 8,950,177 11,135,225
Peoples Security Life Insurance Company 3,040,578 2,977,064
Transamerica Occidental 14,066,106 13,970,912
Union Bank of Switzerland 5,967,640 5,949,968
Westdeutsche Landesbank Girozentrale 15,715,408 17,030,049
--------------------------------------------
47,739,909 51,063,218
Short-term investments 8,087,097 6,293,422
Accrued interest receivable - 1,435,635
Receivables 1,191,139 -
Other 231,457 (85,522)
--------------------------------------------
Total net assets $144,465,404 $134,535,520
============================================
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3. INVESTMENTS (CONTINUED)
The composition of net assets of the Alliance Equity Master Trust at December
31, 2000 and 1999 was as follows:
2000 1999
--------------------------------------------
Investment in registered investment companies:
Alliance Equity Fund S.A. #4 (6,616.411 and 6,387.664 shares,
respectively) $51,215,520 $59,022,910
Cash overdraft (19,387) -
Operating payables (31,413) (28,676)
--------------------------------------------
Total net assets $51,164,720 $58,994,234
============================================
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The composition of net assets of the ATI Common Stock Master Trust at December
31, 2000 and 1999 was as follows:
2000 1999
--------------------------------------------
Allegheny Technologies Incorporated common stock (-0- and
883,159 shares, respectively) $- $19,815,880
Receivables - 101,879
Short-Term Investment Fund - 326,907
Operating payables - (4,276)
--------------------------------------------
Total net assets $- $20,240,390
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The composition of net assets of the Allegheny Technologies Disciplined Stock Fund Master Trust at December 31, 2000 and 1999 was as follows:
2000 1999
-------------------------------------------
Corporate common stock $89,911,418 $44,796,765
Short-Term Investment Fund 1,415,662 589,843
Noninterest-bearing cash - 13,151
Receivables 62,651 44,689
Operating payables (147,875) (28,719)
---------------------- --------------------
Total net assets $91,241,856 $45,415,729
====================== ====================
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3. INVESTMENTS (CONTINUED)
The composition of net assets of the Teledyne Technologies Incorporated Common Stock Master Trust at December 31, 2000 and 1999 was as follows:
2000 1999
-------------------------------------------
Teledyne Technologies Incorporated common stock (-0- and 248,073
shares, respectively) $- $2,341,189
Short-Term Investment Fund - 41,774
Receivables - 6,135
Operating payables - (133)
-------------------------------------------
Total net assets $- $2,388,965
===========================================
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The composition of net assets of the Water Pik Technologies, Inc. Common Stock Master Trust at December 31, 2000 and 1999 was as follows:
2000 1999
-------------------------------------------
Water Pik Technologies, Inc. common stock
(-0- and 87,153 shares, respectively) $- $833,401
Short-Term Investment Fund - 2,765
Receivables - 11,909
Operating payables - (41)
-------------------------------------------
Total net assets $- $848,034
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3. INVESTMENTS (CONTINUED)
The composition of the changes in net assets of the various master trusts is as
follows:
FIXED INCOME MASTER TRUST ALLIANCE EQUITY MASTER TRUST ATI COMMON STOCK MASTER TRUST
------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31
-------------------------------------------------------------------------------------------
2000 1999 2000 1999 2000 1999
-------------------------------------------------------------------------------------------
Investment income (loss):
Interest income (loss) $ 7,954,724 $ 7,765,761 $ - $ - $ - $ (465)
Realized (loss) gain
on sale of investments - - - - (3,135,099) 387,154
Unrealized depreciation
in fair value of
investments - - - - (70,493) (11,018,180)
Dividends - - - - 525,069 960,419
Net gain (loss),
registered
investment companies 108,612 - (9,783,261) 15,731,932 - -
Net gain, common
collective trusts 404,170 293,007 - - 17,831 34,305
Other income (loss) 468 18,993 - - (708) -
Administrative expenses (185,368) (183,985) (218,831) (202,397) (8,451) (21,480)
Transfers 1,647,278 (25,494) 2,172,578 (3,917,666) (17,568,539) (2,312,913)
-------------------------------------------------------------------------------------------
Net increase (decrease) 9,929,884 7,868,282 (7,829,514) 11,611,869 (20,240,390) (11,971,160)
Total net assets at
beginning of year 134,535,520 126,667,238 58,994,234 47,382,365 20,240,390 32,211,550
-------------------------------------------------------------------------------------------
Total net assets at end
of year $144,465,404 $134,535,520 $51,164,720 $58,994,234 $ - $ 20,240,390
===========================================================================================
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3. INVESTMENTS (CONTINUED)
ALLEGHENY TECHNOLOGIES TELEDYNE TECHNOLOGIES WATER PIK TECHNOLOGIES,
DISCIPLINED STOCK FUND INCORPORATED COMMON STOCK INC. COMMON STOCK MASTER
MASTER TRUST MASTER TRUST TRUST
----------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31
----------------------------------------------------------------------------------------
2000 1999 2000 1999 2000 1999
----------------------------------------------------------------------------------------
Investment income (loss):
Interest (loss) income $ - $ (383) $ - $ 9 $ - $ -
Realized (loss) gain on
sale of investments (3,170,594) (58,566) 3,932,735 (21,035) (31,941) (3,052)
Unrealized (depreciation)
appreciation in fair
value of investments (5,302,024) 7,190,385 (2,024) (640,748) (1,265) (88,259)
Dividends 525,391 531,414 - - - -
Net gain, common
collective trusts 138,084 43,173 2,171 176 409 38
Other loss - - (1,379) - (233) -
Administrative expenses (414,238) (347,043) 133 (133) 41 (41)
Transfers 54,049,508 (5,143,710) (6,320,601) 3,050,696 (815,045) 939,348
----------------------------------------------------------------------------------------
Net increase (decrease) 45,826,127 2,215,270 (2,388,965) 2,388,965 (848,034) 848,034
Total net assets at
beginning of year 45,415,729 43,200,459 2,388,965 - 848,034 -
----------------------------------------------------------------------------------------
Total net assets at end of
year $91,241,856 $45,415,729 $ - $2,388,965 $ - $848,034
========================================================================================
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The investment contracts underlying the Fixed Income Master Trust have fully benefit-responsive features. The average yield for 2000 and 1999 for the Fixed Income Master Trust was 6.56% and 6.46%, respectively. Credited interest rates on the contracts ranged from 5.13% to 8.05% and 5.13% to 7.28% for 2000 and 1999, 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 (loss) gain from interest in Allegheny Ludlum Corporation Master Trusts on the statement of changes in net assets available for benefits.
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 2000 and 1999 were based upon customary and reasonable rates for such services.
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 April 1, 2001, the salaried employees, who were previously participants in the Alstrip profit sharing plan, became eligible for the Allegheny Technologies Retirement Savings Plan.
Additionally, effective April 1, 2001, the salaried employees at the Plan Sponsor's Rodney Metals plant became eligible for the Allegheny Technologies Retirement Savings Plan.
CURRENT
DESCRIPTION UNITS/SHARES VALUE
----------------------------------------------------------------------------------------------------------------------
Common Collective Trusts
------------------------
Dreyfus Lifestyle Growth and Income Fund*:
Interest in Dreyfus Lifestyle Growth and Income Fund 1,094,769.534 $18,814,507
Dreyfus Lifestyle Growth Fund*:
Interest in Dreyfus Lifestyle Growth Fund 490,001.439 9,654,105
Dreyfus Lifestyle Income Fund*:
Interest in Dreyfus Lifestyle Income Fund 161,198.486 2,349,345
-------------------
Total common collective trusts $30,817,957
===================
Registered Investment Companies
-------------------------------
Dreyfus Emerging Leaders Fund*:
Interest in Dreyfus Emerging Leaders Fund 501,525.825 $19,855,407
Prudential Jennison Growth Fund 30,322.385 544,590
-------------------
20,399,997
Dreyfus International Value Fund*:
Interest in Dreyfus International Value Fund 248,429.247 4,009,648
Mas Midcap Growth Fund 91,557.449 2,269,709
-------------------
6,279,357
Self-Directed Fund:
AIM Equity Funds Inc Constallati Fund Class A Shares 370.466 10,718
AIM Equity Funds Inc Weingarten Fund Class A Shares 1,272.607 26,050
AIM Equity Funds Inc Blue Chip Fund Class A Shares 2,999.672 47,275
AIM Funds Group Value Fund Class A Shares 2,100.313 26,275
Alliance Premier Growth Fund Class A 1,990.794 53,174
Alliance Technology Fund Inc Class B 158.063 13,424
Amcap Fund Inc 457.645 8,137
American Century Target Mats Tr Benham Target Mats Tr 2025 Invq 601.616 19,685
American Century Quantitative Equity Funds Eq Growth Fund Inc 1,519.197 33,073
American Century Mut Fds Ultra Twentieth Century Ultra Fund Inv 543.576 17,596
Berger Omni Invt Fund Tr Small Cap Value Fund Inc 1,850.685 47,063
Blair William Mut Fds Inc Intl Growth 401.230 7,194
Bond Fd Amer Inc Com 655.593 8,385
Capital World Bd Fd Sh Ben Int 496.822 7,269
Capital World Growth & Income Fd Inc 812.028 21,494
Citizens Fds Emerging Growth Fd 240.376 4,894
Delaware Group Trend Fd Inc Trend Fc Cl A 597.278 12,441
Delaware Technology & Innovation Fd Cl A 303.115 1,816
Dreyfus 100% U.S. Treasury MM Fd 109,374.870 109,875
Dreyfus Short Term Inc Fd Inc 870.209 10,364
Dreyfus Inv Grade Bd Fds Inter Term Fd 803.544 10,318
Dreyfus/Laurel Fds Inc S&P 500 Stock Index Fd Tr Shs 6,676.136 183,661
Dreyfus/Laurel Disc Stk Fd R 219.516 8,116
Dreyfus Bond Market Index Cl R 15,894.532 156,879
Dreyfus Growth & Value Fds Inc Premier Techn Growth Fd Cl R 682.494 26,283
Dreyfus Technology Growth Fund 9,583.955 367,736
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Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year) (continued)
CURRENT
DESCRIPTION UNITS/SHARES VALUE
----------------------------------------------------------------------------------------------------------------------
Dreyfus Inc Fds High Ylds Secs Fd 856.257 6,071
Dreyfus Premier Next Tech Fd CIA 13,000.225 104,132
Eaton Vance Growth Tr Worldwide Health Sciences Fd Cl A 1,332.781 15,500
Euro Pac Growth Fd Sh Ben Int 222.931 6,989
Federated Eqty Fds Comm Tech Fd Cl A 1,402.279 14,345
Fidelity Invt Tr Diversified Intl Fd 231.147 5,071
Fidelity Mt Vernon Str Tr Growth Co Fd 288.052 20,576
Fidelity Mt Vernon Str Tr Growth Co Fd 299.940 10,849
Fidelity Puritan Tr Puritan Fd 1,439.522 27,106
Fidelity Secs Fd Growth & Income Portfolio 375.910 15,826
Fidelity Secs Fd Blue Chip Growth Fd 62.117 3,201
Fidelity Secs Fd Dividend Growth Fd 633.394 18,976
Fidelity Select Portfolios Technology Portfolio 800.098 70,985
Fidelity Select Portfolios Health Care Portfolio 83.429 12,525
Fidelity Select Portfolios Development Commnts Portfolio 682.742 20,202
Fidelity Select Portfolios Reg Bks Portfolio 488.040 16,379
Fidelity Select Portfolios Energy Svc Portfolio 942.914 35,312
Fidelity Select Portfolios Biotechnology Portfolio 1,447.876 125,676
Fidelity Select Portfolios Software & Computer Svcs Portfolio 1,123.809 57,887
Fidelity Select Portfolios Telecommunications Portfolio 521.064 26,215
Fidelity Select Portfolios Brokerage * Invt Mgmt. Portfolio 680.408 36,157
Fidelity Select Portfolios Ele Portfolio 4,511.411 260,669
Fidelity Select Portfolios Computers Portfolio 3,746.339 196,046
Firsthand Fds Technology Value Fd 235.923 17,536
Firsthand Fds Technology Leaders Fund 161.067 5,450
Gabelli Global Ser Fds Inc Interactive Couch Potato Fd 212.164 4,322
Gabelli Growth Fd Sh Ben Int 1,476.489 55,796
Growth Fd Amer Inc Com 1,386.184 37,538
Heritage Ser Tr Growth Equity Fd Cl A 177.589 6,415
Invesco Sector Fds Inc Health Sciences Fund 1,713.225 101,714
Invesco Sector Fds Inc Technology Fd Cl II 945.407 56,507
Invesco Sector Fds Inc Telecommunications Fd Inv 2,170.119 78,732
Investment Co America Com 1,748.634 54,313
Janus Invt Fd Sh Ben Int 5,199.796 173,101
Janus Invt Fd Growth & Income Fd 10,359.307 366,202
Janus Invt Fd Worldwide Fd 5,190.853 295,152
Janus Invt Fd Twenty Fd 4,763.237 261,025
Janus Invt Fd Flexible Income Fd 4,645.656 42,461
Janus Invt Fd Orion Fd 9,651.073 67,654
Janus Invt Fd Strategic Value Fund 11,728.969 123,389
Janus Invt Fd Global Tech Fd 6,641.413 134,289
Janus Invt Fd Global Life Sciences Fund 8,948.702 191,950
Janus Invt Fd Olympus Fd 15,233.085 626,841
Janus Invt Fd High Yield Fd 947.315 9,179
Janus Invt Fd Enterprise Fd 5,915.611 315,125
Janus Invt Fd Overseas Fd 3,478.667 92,324
Janus Invt Fd Mercury Fd 19,756.167 586,165
Janus Invt Fd Balanced Fund 1,101.757 23,401
Kaufmann Fd Inc Com 25,987.562 115,125
MFS Ser Tr Strategic Growth Fd Cl A 495.903 13,216
Massachusetts Invs Growth Stk Fd Inc Cl A 1,756.927 30,114
Munder Gramlington Fds Tr Healthcare Fd Cl A 220.769 6,480
Munder Fds Inc Netnet Fd Cl A 96.280 3,344
New Economy Fd Sh Ben Int 733.618 16,242
|
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year) (continued)
CURRENT
DESCRIPTION UNITS/SHARES VALUE
----------------------------------------------------------------------------------------------------------------------
New Perspective Fd Inc Com 258.568 6,219
New World Fd Inc New Com 270.395 5,951
PBHG Fds Inc Select Equity Fd 135.692 5,595
PBHG Fds Inc New Oppty Fd 1.613 66
PBHG Fds Inc Technology & Communications Fd 1,110.124 38,222
Park Ave Portfolio Guardian Pk Ave Fd 5,237.205 215,667
Phoenix Strategic Equity Ser Fd Theme Fd Cl A 187.869 2,643
Pioneer Emerging Mkts Fd Cl A Shs 314.663 3,515
Pioneer Real Estate Shs Cl A 370.662 5,575
Pioneer Fd CIA Shs 324.373 14,357
T. Rowe Price Health Science Fd Inc Com 493.270 10,704
Putnam Fds Tr Intl Growth & Income Fd Cl A 1,595.118 17,610
Putnam High Yield Tr II Cl A 2,701.938 16,239
Putnam Invt Fds Classic Equity Fd Cl A 1,870.630 24,318
Putnam Invt Fds Growth Opptys Fd Cl A 308.008 6,748
Putnam Vistas Fd Inc Com 633.820 8,252
Putnam Voyager Fd Inc Cl A 756.239 17,620
RS Invt Tr Emerging Growth Fd 2,573.702 113,269
RS Invt Tr Internet Age Fd 3,572.820 23,331
Reserve Private Eq Ser Small Cap Growth Fc Cl R 122.798 5,483
T. Rowe Price MidCap Growth Fd Inc Com 340.577 13,552
T. Rowe Price Intl Fds Inc Japan Fd 388.035 3,465
T. Rowe Price Science & Tech Fd Inc Cap Stk 3,833.396 136,354
Royce Fd Opportunity Fd 721.445 5,613
Rydex Ser Tr OTC Fd 1,883.371 31,848
Scudder Intl Fd Inc Greater Europe Growth Fd 102.095 3,170
Scudder Secs Tr Technology Fd 4,564.405 133,050
Selected Amer. Shs Inc. Co. 293.580 10,372
SIT Mut Fds Inc Small Cap Growth Fd 337.056 11,851
Small Cap World Fd Inc Com 650.523 18,072
State Street Resh Portfolios Inc Intl Equity Fd Cl A 529.676 6,965
Strong Equity Fds Inc Growth 20 Fd 687.666 17,281
Strong Equity Fds Inc Enterprise Fd 114.166 3,239
Strong Conservative Equity Fds Inc Amer Utils Fd 6,253.920 109,381
Strong Opportunity Fd Inc 342.123 14,489
Templeton Fds Inc World Fd Cl I 1,217.910 20,071
Van Kampen Amer Cap Emerging Growth Fd Cl A 528.305 33,167
Van Wagoner Fds Inc Post Venture Fd 515.761 13,678
Van Wagoner Fds Tech Fd 277.771 11,630
Vanguard Index Tr 500 Portfolio 939.946 114,542
Vanguard Index Tr Growth Portfolio 1,478.368 45,194
Warburg Pincus Gbl Post Venture Cap Fd Com 335.468 7,615
Warburg Pincus Global Telecommunications Fd Inc Com 402.057 16,951
Washington Mut Invs Fd Inc Com 621.465 18,041
Wilshire Target Fds Inc Large Growth Portfolio Inv Cl 104.499 3,794
-------------------
Total self-directed fund 7,601,761
-------------------
Total registered investment companies $34,281,115
===================
|
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year) (continued)
CURRENT
DESCRIPTION UNITS/SHARES VALUE
----------------------------------------------------------------------------------------------------------------------
Corporate Common Stock
----------------------
Allegheny Technologies Incorporated 673,314.000 $10,688,860
Teledyne Technologies Incorporated 119,197.000 2,816,029
Water Pik Technologies, Inc. 45,196.000 316,372
E Trade Group Inc. 0.750 6
Ericsson LM Tel Co Adr CI B Sek 10 1,800.000 20,138
General Electric Co. 624.000 29,913
-------------------
Total common stock $13,871,318
===================
Participant notes receivable* $ 3,876,612
===================
|
401(K) SAVINGS ACCOUNT PLAN FOR EMPLOYEES OF THE WASHINGTON PLATE PLANT
Audited Financial Statements and Supplemental Schedule Years ended December 31, 2000 and 1999 with Report of Independent Auditors
401(k) Savings Account Plan for Employees of the Washington Plate Plant
Audited Financial Statements and Supplemental Schedule
Report of Independent Auditors ..............................................25 Audited Financial Statements Statements of Net Assets Available for Benefits..............................26 Statements of Changes in Net Assets Available for Benefits...................27 Notes to Financial Statements ...............................................28 Supplemental Schedule Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)..............37 |
The Plan Administrator
401(k) Savings Account Plan for Employees
of the Washington Plate 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 Plate Plant as of December 31, 2000 and 1999, 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, 2000 and 1999, 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 accompanying supplemental schedule of assets at end of year as of December 31, 2000 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
June 1, 2001
|
401(k) Savings Account Plan for Employees of the Washington Plate Plant
DECEMBER 31
2000 1999
-------------------------------------------
ASSETS
Investments, at fair value:
Interest in Allegheny Ludlum Corporation Master Trusts $1,306,977 $1,385,099
Interest in common collective trusts 420,569 333,101
Interest in registered investment companies 359,377 138,514
Corporate common stocks 64,166 -
Participant notes receivable 7,982 -
-------------------------------------------
Net assets available for benefits $2,159,071 $1,856,714
===========================================
|
See accompanying notes.
YEAR ENDED DECEMBER 31
2000 1999
------------------------------------------
Additions:
Employee contributions $ 455,077 $ 436,376
Investment income:
Net (loss) gain from interest in Allegheny Ludlum
Corporation Master Trusts (107,330) 172,185
Net (loss) gain from interest in common collective trusts (868) 28,477
Net gain from interest in registered investment
companies 13,118 34,508
Other income 609 -
Dividend income 587 -
Unrealized depreciation (10,867) -
------------------------------------------
Total additions 350,326 671,546
Deductions:
Distributions to participants 47,969 33,735
------------------------------------------
Net additions 302,357 637,811
Net assets available for benefits at beginning of year 1,856,714 1,218,903
------------------------------------------
Net assets available for benefits at end of year $2,159,071 $1,856,714
==========================================
|
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, 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 accounting principles generally accepted in the United States 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 Plate 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.
2. DESCRIPTION OF THE PLAN (CONTINUED)
A participant may make an "in-service" withdrawal of all or part of the value of his account attributable to employee 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.
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 $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 (ATI). 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. 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 holdings will be terminated and the assets will be transferred to one of the other plan investment options. Effective October 1, 2000, the ATI Common Stock Master Trust, Teledyne Technologies Incorporated Common Stock Master Trust, and Water Pik Technologies, Inc. Common Stock Master Trust were deunitized, enabling all participating plans to hold actual shares of the common stocks. The Washington Plate Plant is a facility of Allegheny Ludlum Corporation. Allegheny Ludlum Corporation is a wholly-owned subsidiary of Allegheny Technologies Incorporated.
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 twenty shares held of Allegheny Teledyne and one share of Teledyne Technologies Incorporated for every seven 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.
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
2000 1999
--------------------------------------------
Allegheny Technologies Disciplined Stock Fund $549,829 $585,847
Alliance Equity Fund 473,294 456,980
Company Stock Fund - 72,709
Dreyfus Emerging Leaders Fund 298,029 111,837
Dreyfus Lifestyle Growth Fund 131,854 108,766
Dreyfus Lifestyle Growth and Income Fund 265,849 211,393
Fixed Income Fund 283,854 258,094
|
As of December 31, 2000, the Plan is a participant in the Fixed Income Master Trust, the Alliance Equity Master Trust, and the Allegheny Technologies Disciplined Stock Fund Master Trust. During 2000, the ATI Common Stock Master Trust, Teledyne Technologies Incorporated Common Stock Master Trust, and the Water Pik Technologies, Inc. Common Stock Master Trust were reclassified as corporate common stock. The Plan's participating interests in these master trusts as of December 31, 2000 and 1999 were as follows:
2000 1999
--------------------------------------------
Allegheny Technologies Disciplined Stock Fund
Master Trust 0.60% 1.29%
Alliance Equity Master Trust 0.93 0.77
ATI Common Stock Master Trust - 0.36
Fixed Income Master Trust 0.20 0.19
Teledyne Technologies Incorporated Common Stock
Master Trust - 0.35
Water Pik Technologies, Inc. Common
Stock Master Trust - 0.35
|
401(k) Savings Account Plan for Employees
of the Washington Plate Plant
3. INVESTMENTS (CONTINUED)
The composition of the net assets of the Fixed Income Master Trust at December
31, 2000 and 1999 was as follows:
2000 1999
--------------------------------------------
Registered investment companies:
Merrill Lynch Income Accumulation Fund $ 6,258,870 $ -
--------------------------------------------
6,258,870 -
Guaranteed investment contracts:
Business Mens Assurance Company of America 2,498,807 2,497,621
Canada Life 4,136,118 4,136,813
Combined Life Insurance Company 4,668,459 4,658,686
GE Life and Annuity 5,163,549 -
Hartford Life Insurance Company 5,641,680 2,000,000
John Hancock Life Insurance Company 11,001,797 8,328,120
Monumental Life Insurance Company 1,867,053 1,999,853
New York Life Insurance Company 3,136,760 -
Ohio National Life 4,576,017 4,577,686
Pacific Mutual Life Insurance Company 6,200,078 6,565,846
Peoples Security Life Insurance Company 6,096,623 6,474,471
Protective Life Insurance Company 2,012,650 2,999,471
Pruco Pace Credit Enhanced 7,691,842 3,062,854
Safeco Life Insurance 2,998,449 3,000,504
Security Life of Denver 5,131,606 -
Southland Life Insurance Company - 5,796,035
Sun America, Inc. 2,998,064 3,007,834
Transamerica Occidental - 11,678,338
United of Omaha 5,137,380 5,044,635
--------------------------------------------
80,956,932 75,828,767
Synthetic guaranteed investment contracts:
Caisse des Depots et Consignations 8,950,177 11,135,225
Peoples Security Life Insurance Company 3,040,578 2,977,064
Transamerica Occidental 14,066,106 13,970,912
Union Bank of Switzerland 5,967,640 5,949,968
Westdeutsche Landesbank Girozentrale 15,715,408 17,030,049
--------------------------------------------
47,739,909 51,063,218
Short-term investments 8,087,097 6,293,422
Accrued interest receivable - 1,435,635
Receivables 1,191,139 -
Other 231,457 (85,522)
--------------------------------------------
Total net assets $144,465,404 $134,535,520
============================================
|
401(k) Savings Account Plan for Employees of the Washington Plate Plant
3. INVESTMENTS (CONTINUED)
The composition of net assets of the Alliance Equity Master Trust at December
31, 2000 and 1999 was as follows:
2000 1999
--------------------------------------------
Investment in registered investment companies:
Alliance Equity Fund S.A. #4 (6,616.411 and 6,387.664
shares, respectively) $51,215,520 $59,022,910
Cash overdraft (19,387) -
Operating payables (31,413) (28,676)
--------------------------------------------
Total net assets $51,164,720 $58,994,234
============================================
|
The composition of net assets of the ATI Common Stock Master Trust at December
31, 2000 and 1999 was as follows:
2000 1999
-------------------------------------------
Allegheny Technologies Incorporated common stock (-0- and
883,159 shares, respectively) $- $19,815,880
Receivables - 101,879
Short-Term Investment Fund - 326,907
Operating payables - (4,276)
--------------------------------------------
Total net assets $- $20,240,390
============================================
|
401(k) Savings Account Plan for Employees
of the Washington Plate Plant
3. INVESTMENTS (CONTINUED)
The composition of net assets of the Allegheny Technologies Disciplined Stock Fund Master Trust at December 31, 2000 and 1999 was as follows:
2000 1999
--------------------------------------
Corporate common stock $89,911,418 $44,796,765
Short-Term Investment Fund 1,415,662 589,843
Noninterest-bearing cash - 13,151
Receivables 62,651 44,689
Operating payables (147,875) (28,719)
--------------------------------------
Total net assets $91,241,856 $45,415,729
======================================
|
The composition of net assets of the Teledyne Technologies Incorporated Common Stock Master Trust at December 31, 2000 and 1999 was as follows:
2000 1999
--------------------------------------
Teledyne Technologies Incorporated common stock
(-0- and 248,073 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, 2000 and 1999 was as follows:
2000 1999
--------------------------------------
Water Pik Technologies, Inc. common stock
(-0- and 87,153 shares, respectively) $- $833,401
Short-Term Investment Fund - 2,765
Receivables - 11,909
Operating payables - (41)
--------------------------------------
Total net assets $- $848,034
======================================
|
401(k) Savings Account Plan for Employees of the Washington Plate Plant
3. INVESTMENTS (CONTINUED)
The composition of the changes in net assets of the various master trusts is as
follows:
FIXED INCOME MASTER TRUST ALLIANCE EQUITY MASTER TRUST ATI COMMON STOCK MASTER TRUST
------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31
------------------------------------------------------------------------------------------------
2000 1999 2000 1999 2000 1999
------------------------------------------------------------------------------------------------
Investment income (loss):
Interest income (loss) $ 7,954,724 $ 7,765,761 $ - $ - $ - $ (465)
Realized (loss) gain
on sale of - - - - (3,135,099) 387,154
investments
Unrealized depreciation
in fair value of
investments - - - - (70,493) (11,018,180)
Dividends - - - - 525,069 960,419
Net gain (loss),
registered investment
companies 108,612 - (9,783,261) 15,731,932 - -
Net gain, common
collective trusts 404,170 293,007 - - 17,831 34,305
Other income (loss) 468 18,993 - - (708) -
Administrative expenses (185,368) (183,985) (218,831) (202,397) (8,451) (21,480)
Transfers 1,647,278 (25,494) 2,172,578 (3,917,666) (17,568,539) (2,312,913)
------------------------------------------------------------------------------------------------
Net increase (decrease) 9,929,884 7,868,282 (7,829,514) 11,611,869 (20,240,390) (11,971,160)
Total net assets at
beginning of year 134,535,520 126,667,238 58,994,234 47,382,365 20,240,390 32,211,550
------------------------------------------------------------------------------------------------
Total net assets at end
of year $144,465,404 $134,535,520 $51,164,720 $58,994,234 $ - $ 20,240,390
================================================================================================
|
401(k) Savings Account Plan for Employees of the Washington Plate Plant
3. INVESTMENTS (CONTINUED)
ALLEGHENY TECHNOLOGIES TELEDYNE TECHNOLOGIES WATER PIK TECHNOLOGIES,
DISCIPLINED STOCK FUND INCORPORATED COMMON STOCK INC. COMMON STOCK MASTER
MASTER TRUST MASTER TRUST TRUST
----------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31
----------------------------------------------------------------------------------------
2000 1999 2000 1999 2000 1999
----------------------------------------------------------------------------------------
Investment (loss) income:
Interest (loss) gain $ - $ (383) $ - $ 9 $ - $ -
Realized (loss) gain on
sale of investments (3,170,594) (58,566) 3,932,735 (21,035) (31,941) (3,052)
Unrealized
(depreciation)
appreciation in fair (5,302,024) 7,190,385 (2,024) (640,748) (1,265) (88,259)
value of investments
Dividends 525,391 531,414 - - - -
Net gain, common
collective trusts 138,084 43,173 2,171 176 409 38
Other loss - - (1,379) - (233) -
Administrative expenses (414,238) (347,043) 133 (133) 41 (41)
Transfers 54,049,508 (5,143,710) (6,320,601) 3,050,696 (815,045) 939,348
----------------------------------------------------------------------------------------
Net increase (decrease) 45,826,127 2,215,270 (2,388,965) 2,388,965 (848,034) 848,034
Total net assets at
beginning of year 45,415,729 43,200,459 2,388,965 - 848,034 -
----------------------------------------------------------------------------------------
Total net assets at end of
year $91,241,856 $45,415,729 $ - $2,388,965 $ - $848,034
========================================================================================
|
The investment contracts underlying the Fixed Income Master Trust have fully benefit-responsive features. The average yield for 2000 and 1999 for the Fixed Income Master Trust was 6.56% and 6.46%, respectively. Credited interest rates on the contracts ranged from 5.13% to 8.05% and 5.13% to 7.28% for 2000 and 1999, 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 (loss) gain from interest in Allegheny Ludlum Corporation Master Trusts on the statements of changes in net assets available for benefits.
4. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
(IRS) 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 Sponsor has
indicated that it will take necessary steps, if any, to maintain the Plan's
qualified status.
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 2000 and 1999 were based upon customary and reasonable rates for such services.
DESCRIPTION UNITS/SHARES CURRENT VALUE
----------------------------------------------------------------------------------------------------------------------
Common Collective Trusts
------------------------
Dreyfus Lifestyle Growth and Income Fund* 15,469.0990 $265,849
Dreyfus Lifestyle Growth Fund* 6,692.3420 131,854
Short-Term Investment Fund 241.8900 242
Dreyfus Lifestyle Income Fund* 1,552.1290 22,624
-------------------
Total common collective trusts $420,569
===================
Registered Investment Companies
-------------------------------
Dreyfus Emerging Leaders Fund*:
Interest in Dreyfus Emerging Leaders Fund 7,527.8810 $298,029
Dreyfus International Value Fund*:
Interest in Dreyfus International Value Fund 2,648.6550 42,749
Dreyfus Bond Market Index Fund:
Interest in Dreyfus Bond Market Index Fund 707.6540 6,985
MAS Mid Cap Growth Fund
Interest in MAS Mid Cap Growth Fund 151.8420 3,764
Prudential Investment Portfolios
Interest in Jennison Growth Fund 437.079 7,850
-------------------
Total registered investment companies $359,377
===================
Corporate Common Stocks
-----------------------
Allegheny Technologies Incorporated 3,009.000 $ 47,768
Teledyne Technologies Incorporated 628.000 14,837
Water Pik Technologies, Inc. 223.000 1,561
-------------------
Total corporate common stock $ 64,166
===================
Participant notes receivable $ 7,982
===================
|
Audited Financial Statements and Supplemental Schedule Years ended December 31, 2000 and 1999 with Report of Independent Auditors
Audited Financial Statements and Supplemental Schedule
Report of Independent Auditors ..............................................40 Audited Financial Statements Statements of Net Assets Available for Benefits..............................41 Statements of Changes in Net Assets Available for Benefits...................42 Notes to Financial Statements ...............................................43 Supplemental Schedule Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)..............53 |
Allegheny Technologies Incorporated
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, 2000 and 1999, 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, 2000 and 1999, 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 accompanying supplemental schedule of assets held at end of year as of December 31, 2000 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
June 1, 2001
|
Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation
DECEMBER 31
2000 1999
--------------------------------------------
ASSETS
Investments, at fair value:
Interest in Allegheny Ludlum Corporation Master Trusts $4,668,897 $5,087,089
Interest in registered investment companies 998,576 723,456
Interest in common collective trusts 456,870 449,111
Corporate common stock 222,199 -
Participant notes receivable 171,832 137,888
--------------------------------------------
Total investments 6,518,374 6,397,544
Cash 9,892 -
Other payables (34,429) -
Contributions receivable - 13,570
Other receivables 24,388 1,382
--------------------------------------------
Net assets available for benefits $6,518,225 $6,412,496
============================================
|
YEAR ENDED DECEMBER 31
2000 1999
-------------------------------------------
Additions:
Contributions:
Employer $ 400,701 $ 347,322
Employee 254,827 244,700
Investment income:
Net gain from interest in Allegheny Ludlum Corporation Master
Trusts 126,342 299,580
Net gain from interest in registered investment companies
62,064 181,357
Net (loss) gain from interest in common collective trusts (1,641) 43,552
Interest income 10,382 10,481
Dividend income 4,435 -
Unrealized depreciation (39,944) -
Net loss on sale of assets (59,750) -
-------------------------------------------
Total additions 757,416 1,126,992
Deductions:
Transfers out of Plan - 9,559
Distributions to participants 651,687 242,892
-------------------------------------------
Total deductions 651,687 252,451
-------------------------------------------
Net additions 105,729 874,541
Net assets available for benefits at beginning of year 6,412,496 5,537,955
-------------------------------------------
Net assets available for benefits at end of year $6,518,225 $6,412,496
===========================================
|
See accompanying notes.
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, 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 accounting principles generally accepted in the United States 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 subsidiary of Allegheny Technologies Incorporated (ATI).
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 $.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.
A participant may make an "in-service" withdrawal of all or part of the value of his vested account balance attributable to employer matching contributions. Employee contributions made to a 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 vested account balance. 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 participant's termination of employment with less than 5 years of service. 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. 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 spun off 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 holdings will be terminated and the assets will be transferred to one of the other plan investment options. Effective October 1, 2000, this Allegheny Technologies Incorporated (ATI) common stock master trust, Teledyne Technologies Incorporated common stock master trust, and Water Pik Technologies, Inc. common stock master trust were deunitized, enabling all participating plans to hold actual common stocks.
2. DESCRIPTION OF THE PLAN (CONTINUED)
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 twenty shares held of Allegheny Teledyne and one share of Teledyne Technologies Incorporated for every seven 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.
In the event that the Plan is partially or completely terminated, or the Plan Sponsor permanently discontinues making contributions, all amounts credited to the accounts of affected participants become fully vested and nonforfeitable.
Further information about the Plan, including eligibility, vesting, contributions, and withdrawals, is contained in the Summary Plan Description and related contracts. Copies of this Summary Plan Description are available from the Allegheny Technologies Personnel and Compensation Committee.
3. INVESTMENTS
The following presents investments that represent 5% or more of the Plan's net
assets:
DECEMBER 31
2000 1999
--------------------------------------------
Fixed Income Fund $3,853,103 $3,705,595
Dreyfus Emerging Leaders Fund 921,082 699,809
Allegheny Technologies Disciplined Stock Fund 545,492 696,006
Alliance Equity Fund - 408,444
|
3. INVESTMENTS
As of December 31, 2000, the Plan is a participant in the Fixed Income Master Trust, the Alliance Equity Master Trust, and the Allegheny Technologies Disciplined Stock Fund Master Trust. During 2000, the ATI Common Stock Master Trust, Teledyne Technologies Incorporated Common Stock Master Trust, and the Water Pik Technologies, Inc. Common Stock Master Trust were reclassified as corporate common stock. The Plan's participating interests in these master trusts as of December 31, 2000 and 1999 were as follows:
2000 1999
--------------------------------------------
Allegheny Technologies Disciplined Stock Fund
Master Trust 0.60% 1.53%
Alliance Equity Master Trust 0.53 0.69
ATI Common Stock Master Trust - 1.18
Fixed Income Master Trust 2.67 2.75
Teledyne Technologies Incorporated Common Stock
Master Trust - 1.18
Water Pik Technologies, Inc. Common
Stock Master Trust - 1.18
|
Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation
3. INVESTMENTS (CONTINUED)
The composition of the net assets of the Fixed Income Master Trust at December
31, 2000 and 1999 was as follows:
2000 1999
--------------------------------------------
Registered investment companies:
Merrill Lynch Income Accumulation Fund $ 6,258,870 $ -
--------------------------------------------
6,258,870 -
Guaranteed investment contracts:
Business Mens Assurance Company of America 2,498,807 2,497,621
Canada Life 4,136,118 4,136,813
Combined Life Insurance Company 4,668,459 4,658,686
GE Life and Annuity 5,163,549 -
Hartford Life Insurance Company 5,641,680 2,000,000
John Hancock Life Insurance Company 11,001,797 8,328,120
Monumental Life Insurance Company 1,867,053 1,999,853
New York Life Insurance Company 3,136,760 -
Ohio National Life 4,576,017 4,577,686
Pacific Mutual Life Insurance Company 6,200,078 6,565,846
Peoples Security Life Insurance Company 6,096,623 6,474,471
Protective Life Insurance Company 2,012,650 2,999,471
Pruco Pace Credit Enhanced 7,691,842 3,062,854
Safeco Life Insurance 2,998,449 3,000,504
Security Life of Denver 5,131,606 -
Southland Life Insurance Company - 5,796,035
Sun America, Inc. 2,998,064 3,007,834
Transamerica Occidental - 11,678,338
United of Omaha 5,137,380 5,044,635
--------------------------------------------
80,956,932 75,828,767
Synthetic guaranteed investment contracts:
Caisse des Depots et Consignations 8,950,177 11,135,225
Peoples Security Life Insurance Company 3,040,578 2,977,064
Transamerica Occidental 14,066,106 13,970,912
Union Bank of Switzerland 5,967,640 5,949,968
Westdeutsche Landesbank Girozentrale 15,715,408 17,030,049
--------------------------------------------
47,739,909 51,063,218
Short-term investments 8,087,097 6,293,422
Accrued interest receivable - 1,435,635
Receivables 1,191,139 -
Other 231,457 (85,522)
--------------------------------------------
Total net assets $144,465,404 $134,535,520
============================================
|
Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation
3. INVESTMENTS (CONTINUED)
The composition of net assets of the Alliance Equity Master Trust at December
31, 2000 and 1999 was as follows:
2000 1999
--------------------------------------------
Investment in registered investment companies:
Alliance Equity Fund S.A. #4 (6,616.411 and
6,387.664 shares, respectively) $51,215,520 $59,022,910
Cash overdraft (19,387) -
Operating payables (31,413) (28,676)
--------------------------------------------
Total net assets $51,164,720 $58,994,234
============================================
|
The composition of net assets of the ATI Common Stock Master Trust at December
31, 2000 and 1999 was as follows:
2000 1999
--------------------------------------------
Allegheny Technologies Incorporated common stock
(-0- and 883,159 shares, respectively) $- $19,815,880
Receivables - 101,879
Short-Term Investment Fund - 326,907
Operating payables - (4,276)
--------------------------------------------
Total net assets $- $20,240,390
============================================
|
The composition of net assets of the Allegheny Technologies Disciplined Stock Fund Master Trust at December 31, 2000 and 1999 was as follows:
2000 1999
-------------------------------------------
Corporate common stock $89,911,418 $44,796,765
Short-Term Investment Fund 1,415,662 589,843
Noninterest-bearing cash - 13,151
Receivables 62,651 44,689
Operating payables (147,875) (28,719)
-------------------------------------------
Total net assets $91,241,856 $45,415,729
===========================================
|
Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation
3. INVESTMENTS (CONTINUED)
The composition of net assets of the Teledyne Technologies Incorporated Common Stock Master Trust at December 31, 2000 and 1999 was as follows:
2000 1999
-------------------------------------------
Teledyne Technologies Incorporated common stock
(-0- and 248,073 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, 2000 and 1999 was as follows:
2000 1999
-------------------------------------------
Water Pik Technologies, Inc. common stock
(-0- and 87,153 shares, respectively) $- $833,401
Short-Term Investment Fund - 2,765
Receivables - 11,909
Operating payables - (41)
-------------------------------------------
Total net assets $- $848,034
===========================================
|
Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation
3. INVESTMENTS (CONTINUED)
The composition of the changes in net assets of the various master trusts is as
follows:
FIXED INCOME MASTER TRUST ALLIANCE EQUITY MASTER ATI COMMON STOCK MASTER TRUST
TRUST
----------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31
----------------------------------------------------------------------------------------------
2000 1999 2000 1999 2000 1999
----------------------------------------------------------------------------------------------
Investment income (loss):
Interest income (loss) $ 7,954,724 $ 7,765,761 $ - $ - $ - $ (465)
Realized gain (loss)
on sale of
investments - - - - (3,135,099) 387,154
Unrealized
depreciation in fair
value of investments - - - - (70,493) (11,018,180)
Dividends - - - - 525,069 960,419
Net gain (loss),
registered invest-
ment companies 108,612 - (9,783,261) 15,731,932 - -
Net gain, common
collective trusts 404,170 293,007 - - 17,831 34,305
Other income (loss) 468 18,993 - - (708) -
Administrative expenses (185,368) (183,985) (218,831) (202,397) (8,451) (21,480)
Transfers 1,647,278 (25,494) 2,172,578 (3,917,666) (17,568,539) (2,312,913)
----------------------------------------------------------------------------------------------
Net increase (decrease) 9,929,884 7,868,282 (7,829,514) 11,611,869 (20,240,390) (11,971,160)
Total net assets at
beginning of year 134,535,520 126,667,238 58,994,234 47,382,365 20,240,390 32,211,550
----------------------------------------------------------------------------------------------
Total net assets at
end of year $144,465,404 $134,535,520 $51,164,720 $58,994,234 $ - $ 20,240,390
==============================================================================================
|
Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation
3. INVESTMENTS (CONTINUED)
ALLEGHENY TECHNOLOGIES TELEDYNE TECHNOLOGIES WATER PIK TECHNOLOGIES, INC.
DISCIPLINED STOCK FUND INCORPORATED COMMON STOCK COMMON STOCK MASTER TRUST
MASTER TRUST MASTER TRUST
------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31
------------------------------------------------------------------------------------------
2000 1999 2000 1999 2000 1999
------------------------------------------------------------------------------------------
Investment income (loss)
Interest (loss) gain $ - $ (383) $ - $ 9 $ - $ -
Realized (loss) gain on
sale of investments (3,170,594) (58,566) 3,932,735 (21,035) (31,941) (3,052)
Unrealized (depreciation)
appreciation in fair
value of investments (5,302,024) 7,190,385 (2,024) (640,748) (1,265) (88,259)
Dividends 525,391 531,414 - - - -
Net gain, common
collective trusts 138,084 43,173 2,171 176 409 38
Other loss - - (1,379) - (233) -
Administrative expenses (414,238) (347,043) 133 (133) 41 (41)
Transfers 54,049,508 (5,143,710) (6,320,601) 3,050,696 (815,045) 939,348
------------------------------------------------------------------------------------------
Net increase (decrease) 45,826,127 2,215,270 (2,388,965) 2,388,965 (848,034) 848,034
Total net assets at
beginning of year 45,415,729 43,200,459 2,388,965 - 848,034 -
------------------------------------------------------------------------------------------
Total net assets at end of
year $91,241,856 $45,415,729 $ - $2,388,965 $ - $848,034
===========================================================================================
|
The investment contracts underlying the Fixed Income Master Trust have fully benefit-responsive features. The average yield for 2000 and 1999 for the Fixed Income Master Trust was 6.56% and 6.46%, respectively. Credited interest rates on the contracts ranged from 5.13% to 8.05% and 5.13% to 7.28% for 2000 and 1999, 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 from interest in Allegheny Ludlum Corporation Master Trusts on the statements of changes in net assets available for benefits.
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 2000 and 1999 were based upon customary and reasonable rates for such services.
In conjunction with the spin-off 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).
DESCRIPTION UNITS/SHARES CURRENT VALUE
---------------------------------------------------------------------------------------------------------------------
Common Collective Trusts
------------------------
Dreyfus Lifestyle Growth and Income Fund* 13,587.452 $233,511
Short Term Investment Fund* 292.700 293
Dreyfus Lifestyle Growth Fund* 7,384.230 145,486
Dreyfus Lifestyle Income Fund* 5,322.468 77,580
---------------------
Total common collective trusts $456,870
=====================
Registered Investment Companies
-------------------------------
Dreyfus Bond Market Index Fund*:
Interest in Dreyfus Bond Market Index 1,191.974 $ 11,765
Dreyfus Emerging Leaders Fund*:
Interest in Dreyfus Emerging Leaders Fund 23,265.576 921,082
Dreyfus International Value Fund*:
Interest in Dreyfus International Value Fund 2,446.370 39,484
MAS Midcap Growth Fund:
Interest in MAS Midcap Growth Fund 756.681 18,758
Prudential Investment Portfolios:
Interest in Jennison Growth Fund 416.865 7,487
---------------------
Total registered investment companies $998,576
=====================
Corporate Common Stock
Allegheny Technologies Incorporated 10,247.000 $162,671
Teledyne Technologies Incorporated 2,320.000 54,810
Water Pik Technologies, Inc. 674.000 4,718
---------------------
Total Corporate Common Stock $222,199
=====================
Participant notes receivable* $171,832
======================
|
Audited Financial Statements and Supplemental Schedule Years ended December 31, 2000 and 1999 with Report of Independent Auditors
Audited Financial Statements and Supplemental Schedule
Report of Independent Auditors ............................................56 Audited Financial Statements Statements of Net Assets Available for Benefits............................57 Statements of Changes in Net Assets Available for Benefits.................58 Notes to Financial Statements .............................................59 Supplemental Schedule Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)............68 |
Allegheny Technologies Incorporated
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, 2000 and 1999, 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, 2000 and 1999, 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 accompanying supplemental schedule of assets held at end of year as of December 31, 2000 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
June 1, 2001
|
Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan
DECEMBER 31
2000 1999
-----------------------------------------
ASSETS
Investments, at fair value:
Interest in Allegheny Ludlum Corporation Master Trusts $62,127,823 $67,448,143
Interest in registered investment companies 8,095,070 4,649,113
Interest in common collective trusts 8,822,190 8,621,817
Corporate common stocks 5,450,485 --
Participant notes receivable 3,592,858 3,419,635
-----------------------------------
Total investments 88,088,426 84,138,708
Contributions receivable -- 11,756
Cash overdraft (45,691) --
Other (payables) receivables (27,430) 4,402
-----------------------------------
Net assets available for benefits $88,015,305 $84,154,866
===================================
|
See accompanying notes.
YEAR ENDED DECEMBER 31
2000 1999
----------------------------------------
Additions:
Contributions:
Employer $ 2,648,506 $ 2,664,707
Employee 5,482,813 5,197,756
Investment income:
Net gain from interest in Allegheny Ludlum Corporation Master
Trusts 146,094 4,022,816
Net gain from interest in registered investment companies 335,404 1,124,340
Net (loss) gain from interest in common collective trusts (41,496) 803,382
Dividend income 47,706 --
Unrealized depreciation (808,604) --
Net gain on sale of assets 7,884 --
Interest income 305,116 266,642
Other (loss) -- (98)
-----------------------------------
Total additions 8,123,423 14,079,545
Deductions:
Transfers out of Plan -- 29,199
Distributions to participants 4,262,984 3,344,789
-----------------------------------
Total deductions 4,262,984 3,373,988
-----------------------------------
Net additions 3,860,439 10,705,557
Net assets available for benefits at beginning of year 84,154,866 73,449,309
-----------------------------------
Net assets available for benefits at end of year $88,015,305 $84,154,866
===================================
|
See accompanying notes.
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, 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 accounting principles generally accepted in the United States 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 subsidiary of Allegheny Technologies Incorporated (ATI).
ALC, the Plan Sponsor, contributes to the Plan fifty cents per hour worked per eligible union 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.
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.
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 $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 spun off 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 holdings will be terminated and the assets will be transferred to one of the other plan investment options. Effective October 1, 2000, the ATI Common Stock Master Trust, Teledyne Technologies Incorporated Common Stock Master Trust, and Water Pik Technologies, Inc. Common Stock Master Trust were deunitized, enabling all participation plans to hold shares of the actual common stocks.
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 twenty shares held of Allegheny Teledyne and one share of Teledyne Technologies Incorporated for every seven 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.
2. DESCRIPTION OF THE PLAN (CONTINUED)
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.
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:
2000 1999
-------------------------------
Allegheny Technologies Disciplined Stock Fund $ 7,874,739 $ 8,433,805
Alliance Equity Fund 10,581,519 11,823,956
Company Stock Fund -- 5,273,832
Dreyfus Emerging Leaders 6,398,297 --
Dreyfus Lifestyle Growth and Income Fund 4,991,187 5,039,736
Fixed Income Fund 43,671,565 41,083,204
|
As of December 31, 2000, the Plan is a participant in the Fixed Income Master Trust, the Alliance Equity Master Trust, and the Allegheny Technologies Disciplined Stock Fund Master Trust. During 2000, the ATI Common Stock Master Trust, Teledyne Technologies Incorporated Common Stock Master Trust, and the Water Pik Technologies, Inc. Common Stock Master Trust were reclassified as corporate common stock. The Plan's participating interests in these master trusts as of December 31, 2000 and 1999 were as follows:
2000 1999
-------------------------
Allegheny Technologies Disciplined Stock Fund
Master Trust 8.63% 18.57%
Alliance Equity Master Trust 20.68 20.04
ATI Common Stock Master Trust -- 26.06
Fixed Income Master Trust 30.23 30.54
Teledyne Technologies Incorporated Common Stock
Master Trust -- 25.77
Water Pik Technologies, Inc. Common Stock
Master Trust -- 25.69
|
Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan
3. INVESTMENTS (CONTINUED)
The composition of the net assets of the Fixed Income Master Trust at December 31, 2000 and 1999 was as follows:
2000 1999
------------------------------------
Registered investment companies:
Merrill Lynch Income Accumulation Fund $ 6,258,870 $ --
------------------------------------
6,258,870 --
Guaranteed investment contracts:
Business Mens Assurance Company of America 2,498,807 2,497,621
Canada Life 4,136,118 4,136,813
Combined Life Insurance Company 4,668,459 4,658,686
GE Life and Annuity 5,163,549 --
Hartford Life Insurance Company 5,641,680 2,000,000
John Hancock Life Insurance Company 11,001,797 8,328,120
Monumental Life Insurance Company 1,867,053 1,999,853
New York Life Insurance Company 3,136,760 --
Ohio National Life 4,576,017 4,577,686
Pacific Mutual Life Insurance Company 6,200,078 6,565,846
Peoples Security Life Insurance Company 6,096,623 6,474,471
Protective Life Insurance Company 2,012,650 2,999,471
Pruco Pace Credit Enhanced 7,691,842 3,062,854
Safeco Life Insurance 2,998,449 3,000,504
Security Life of Denver 5,131,606 --
Southland Life Insurance Company -- 5,796,035
Sun America, Inc. 2,998,064 3,007,834
Transamerica Occidental -- 11,678,338
United of Omaha 5,137,380 5,044,635
------------------------------------
80,956,932 75,828,767
Synthetic guaranteed investment contracts:
Caisse des Depots et Consignations 8,950,177 11,135,225
Peoples Security Life Insurance Company 3,040,578 2,977,064
Transamerica Occidental 14,066,106 13,970,912
Union Bank of Switzerland 5,967,640 5,949,968
Westdeutsche Landesbank Girozentrale 15,715,408 17,030,049
------------------------------------
47,739,909 51,063,218
Short-term investments 8,087,097 6,293,422
Accrued interest receivable -- 1,435,635
Receivables 1,191,139 --
Other 231,457 (85,522)
------------------------------------
Total net assets $144,465,404 $134,535,520
====================================
|
3. INVESTMENTS (CONTINUED)
The composition of net assets of the Alliance Equity Master Trust at December 31, 2000 and 1999 was as follows:
2000 1999
----------------------------
Investment in registered investment companies:
Alliance Equity Fund S.A. #4 (6,616.411 and
6,387.664 shares, respectively) $51,215,520 $59,022,910
Cash overdraft (19,387) --
Operating payables (31,413) (28,676)
----------------------------
Total net assets $51,164,720 $58,994,234
============================
|
The composition of net assets of the ATI Common Stock Master Trust at December 31, 2000 and 1999 was as follows:
2000 1999
---------------------------
Allegheny Technologies Incorporated common stock
(-0- and 883,159 shares, respectively) $ -- $19,815,880
Receivables -- 101,879
Short-Term Investment Fund -- 326,907
Operating payables -- (4,276)
--------------------------
Total net assets $ -- $20,240,390
==========================
|
The composition of net assets of the Allegheny Technologies Disciplined Stock Fund Master Trust at December 31, 2000 and 1999 was as follows:
2000 1999
----------------------------------------
Corporate common stock $89,911,418 $44,796,765
Short-Term Investment Fund 1,415,662 589,843
Noninterest-bearing cash -- 13,151
Receivables 62,651 44,689
Operating payables (147,875) (28,719)
----------------------------------------
Total net assets $91,241,856 $45,415,729
========================================
|
Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan
3. INVESTMENTS (CONTINUED)
The composition of net assets of the Teledyne Technologies Incorporated Common Stock Master Trust at December 31, 2000 and 1999 was as follows:
2000 1999
-------------------------
Teledyne Technologies Incorporated common stock
(-0- and 248,073 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, 2000 and 1999 was as follows:
2000 1999
-------------------------------
Water Pik Technologies, Inc. common stock
(-0- and 87,153 shares, respectively) $ -- $833,401
Short-Term Investment Fund -- 2,765
Receivables -- 11,909
Operating payables -- (41)
-------------------------------
Total net assets $ -- $848,034
===============================
|
Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan
3. INVESTMENTS (CONTINUED)
The composition of the changes in net assets of the various master trusts is as follows:
FIXED INCOME MASTER TRUST ALLIANCE EQUITY MASTER TRUST ATI COMMON STOCK MASTER TRUST
--------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31
--------------------------------------------------------------------------------------------------------
2000 1999 2000 1999 2000 1999
--------------------------------------------------------------------------------------------------------
Investment income
(loss):
Interest income (loss) $ 7,954,724 $ 7,765,761 $ -- $ -- $ -- $ (465)
Realized (loss) gain
on sale of
investments -- -- -- -- (3,135,099) 387,154
Unrealized
depreciation in
fair value of
investments -- -- -- -- (70,493) (11,018,180)
Dividends -- -- -- -- 525,069 960,419
Net gain (loss),
registered
investment
companies 108,612 -- (9,783,261) 15,731,932 -- --
Net gain, common
collective trusts 404,170 293,007 -- -- 17,831 34,305
Other income (loss) 468 18,993 -- -- (708) --
Administrative expenses (185,368) (183,985) (218,831) (202,397) (8,451) (21,480)
Transfers 1,647,278 (25,494) 2,172,578 (3,917,666) (17,568,539) (2,312,913)
----------------------------------------------------------------------------------------------------
Net increase (decrease) 9,929,884 7,868,282 (7,829,514) 11,611,869 (20,240,390) (11,971,160)
Total net assets at
beginning of year 134,535,520 126,667,238 58,994,234 47,382,365 20,240,390 32,211,550
----------------------------------------------------------------------------------------------------
Total net assets at end
of year $144,465,404 $134,535,520 $51,164,720 $58,994,234 $ -- $ 20,240,390
====================================================================================================
|
3. INVESTMENTS (CONTINUED)
ALLEGHENY TECHNOLOGIES TELEDYNE TECHNOLOGIES WATER PIK TECHNOLOGIES, INC.
DISCIPLINED STOCK FUND INCORPORATED COMMON STOCK COMMON STOCK MASTER
MASTER TRUST MASTER TRUST TRUST
----------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31
----------------------------------------------------------------------------------------------------
2000 1999 2000 1999 2000 1999
----------------------------------------------------------------------------------------------------
Investment (loss) income:
Interest (loss) gain $ -- $ (383) $ -- $ 9 $ -- $ --
Realized (loss) gain on
sale of investments (3,170,594) (58,566) 3,932,735 (21,035) (31,941) (3,052)
Unrealized (depreciation)
appreciation in fair
value of investments (5,302,024) 7,190,385 (2,024) (640,748) (1,265) (88,259)
Dividends 525,391 531,414 -- -- -- --
Net gain, common
collective trusts 138,084 43,173 2,171 176 409 38
Other loss -- -- (1,379) -- (233) --
Administrative expenses (414,238) (347,043) 133 (133) 41 (41)
Transfers 54,049,508 (5,143,710) (6,320,601) 3,050,696 (815,045) 939,348
----------- ----------- ----------- ---------- --------- --------
Net increase (decrease) 45,826,127 2,215,270 (2,388,965) 2,388,965 (848,034) 848,034
Total net assets at
beginning of year 45,415,729 43,200,459 2,388,965 -- 848,034 --
----------- ----------- ----------- ---------- --------- --------
Total net assets at end of
year $91,241,856 $45,415,729 $ -- $2,388,965 $ -- $848,034
=========== =========== =========== ========== ========= ========
|
The investment contracts underlying the Fixed Income Master Trust have fully benefit-responsive features. The average yield for 2000 and 1999 for the Fixed Income Master Trust was 6.56% and 6.46%, respectively. Credited interest rates on the contracts ranged from 5.13% to 8.05% and 5.13% to 7.28% for 2000 and 1999, 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 from interest in Allegheny Ludlum Corporation Master Trusts on the statements of changes in net assets available for benefits.
4. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
(IRS) 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 Sponsor has
indicated that it will take the necessary steps, if any, to maintain the Plan's
qualified status.
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 2000 and 1999 were based upon customary and reasonable rates for such services.
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).
DESCRIPTION UNITS/SHARES CURRENT VALUE
----------------------------------------------------------------------------------------------------------------------
Common Collective Trusts
------------------------
Dreyfus Lifestyle Growth and Income Fund* 290,424.801 $4,991,187
Short-Term Investment Fund* 92,661.380 92,661
Dreyfus Lifestyle Growth Fund* 157,115.656 3,095,524
Dreyfus Lifestyle Income Fund* 44,100.941 642,818
-------------------
Total common collective trusts $8,822,190
===================
Registered Investment Companies
-------------------------------
Dreyfus Emerging Leaders Fund*:
Interest in Dreyfus Emerging Leaders Fund 161,612.454 $6,398,237
Dreyfus International Value Fund*:
Interest in Dreyfus International Value Fund 76,843.282 1,240,251
Dreyfus Bond Market Index*:
Interest in Dreyfus Bond Market Index 4,873.404 48,100
MAS Midcap Growth Fund:
Interest in MAS Midcap Growth Fund 13,428.835 332,901
Prudential investment Portfolios:
Interest in Jennison Growth Fund 4,208.287 75,581
-------------------
Total registered investment companies $8,095,070
===================
Corporate Common Stock:
----------------------
Allegheny Technologies Incorporated 269,710.000 $4,281,646
Teledyne Technologies Incorporated 44,736.000 1,056,888
Water Pik Technologies, Inc. 15,993.000 111,951
-------------------
Total corporate common stocks $5,450,485
===================
Participant notes receivable* $3,592,858
===================
|
*Party-in-interest
Audited Financial Statements
Years ended December 31, 2000 and 1999 with Report of Independent Auditors
Report of Independent Auditors .............................................71 Audited Financial Statements Statements of Net Assets Available for Benefits ............................72 Statements of Changes in Net Assets Available for Benefits..................73 Notes to Financial Statements ..............................................74 Supplemental Schedule Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year).............83 |
Allegheny Technologies Incorporated
We have audited the accompanying statements of net assets available for benefits of The 401(k) Plan (formerly the Teledyne 401(k) Plan) as of December 31, 2000 and 1999, 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, 2000 and 1999, 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 at end of year as of December 31, 2000 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
June 1, 2001
|
DECEMBER 31
2000 1999
------------------------------------
Investments at fair value:
Interest in Allegheny Ludlum Corporation Master Trusts $ 62,961 $ --
Interest in common collective investment funds 31,017 23,023
Interest in registered investment companies 25,290 30,408
Corporate common stock 7,012 --
Participant notes receivable 4,437 7,794
Interest in common custom funds -- 221,532
------------------------------------
Total investments 130,717 282,757
Contributions receivable -- 1,215
Cash overdraft (33) --
Other receivables 33 --
Other liabilities (41) (229)
------------------------------------
Net assets available for benefits $130,676 $283,743
====================================
|
See accompanying notes.
YEAR ENDED DECEMBER 31
2000 1999
-------------------------------
Additions:
Contributions:
Employer $ 4,398 $ 7,123
Employee 14,559 30,317
Interest and dividend income 1,291 2,882
Net (depreciation) appreciation in fair value of investments (8,356) 26,193
-----------------------------
Total additions 11,892 66,515
Deductions:
Transfers out of (in to) Plan 138,785 (6,298)
Distributions to participants 26,120 33,887
Other, net 54 (461)
-----------------------------
Total deductions 164,959 27,128
-----------------------------
Net (deductions) additions (153,067) 39,387
Net assets available for benefits at beginning of year 283,743 244,356
-----------------------------
Net assets available for benefits at end of year $ 130,676 $283,743
=============================
|
See accompanying notes.
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements of The 401(k) Plan ("the Plan") have been prepared on an accrual basis. Effective April 1, 2000, the Plan changed its name to The 401(k) Plan.
VALUATION OF INVESTMENTS
The common collective 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. Effective October 1, 2000, units of the Allegheny Technologies Incorporated ("Allegheny Technologies"), Teledyne Technologies Incorporated ("Teledyne Technologies") and Water Pik Technologies, Inc. ("Water Pik Technologies") stock funds were deunitized, enabling the funds to hold actual common shares of the respective companies. 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 accounting principles generally accepted in the United States 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.
Certain financial information for the year ended December 31, 1999 has been reclassified to conform with the financial statement presentation for the year ended December 31, 2000. These reclassifications did not impact total net assets available for benefits.
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan available to employees of eligible Allegheny Technologies subsidiaries and divisions ("companies"). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. Allegheny Ludlum Corporation is a wholly-owned subsidiary of Allegheny Technologies Incorporated.
Participants can defer between 1% and 15%, subject to Internal Revenue Code limitations, of their eligible wages and contribute them to the Plan. Qualifying employee contributions are partially matched by Allegheny Technologies 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 three loans 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 and payment frequency to the employer. 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.
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 401(k) 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 Incorporated 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 401(k) 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. Additionally, no new purchases of Teledyne Technologies and Water Pik Technologies are permitted as of April 1, 2001.
The Plan was amended effective November 29, 1999 to operate as a "Multiple Employer Plan," comprised of the Allegheny Technologies Incorporated Plan, the Teledyne Technologies Incorporated Plan and the Water Pik Technologies, Inc. Plan.
Effective April 1, 2000, Teledyne Technologies and Water Pik Technologies each established their own 401(k) plans. The Plan was amended on that date to operate as a "Single Employer Plan". Approximately $138.8 million in assets attributable to the employees of Teledyne Technologies and Water Pik Technologies were transferred to each respective 401(k) plan.
The two new companies are 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.
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.
Effective October 1, 2000, the Plan changed its trustee from Merrill Lynch Retirement Services to Dreyfus Retirement Services.
2. DESCRIPTION OF THE PLAN (CONTINUED)
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.
3. INVESTMENTS
The following presents investments that represent 5% or more of the Plan's net assets (000s omitted).
2000 1999
----------------------
Dreyfus LifeStyle Growth & Income Fund $20,858 $ --
Dreyfus LifeStyle Growth Fund 8,458 --
Allegheny Technologies Disciplined Stock Fund 51,301 --
Fixed Income Master Trust 11,498 --
Prudential Jennison Growth Fund, Class A shares 11,429 --
Income Accumulation Fund -- 23,023
Pioneer Growth Fund -- 30,408
S&P 500 Stock Fund -- 130,527
LifePath 2020 Fund -- 33,305
|
3. INVESTMENTS (CONTINUED)
As of December 31, 2000, the Plan is a participant in the Fixed Income Master Trust, the Alliance Equity Master Trust and the Allegheny Technologies Disciplined Stock Fund Master Trust. The Plan's participating interests in these master trusts as of December 31, 2000 were as follows:
Allegheny Technologies Disciplined Stock Fund Master Trust 56.23% Fixed Income Master Trust 7.96 Alliance Equity Master Trust 0.32 |
The composition of the net assets of the Fixed Income Master Trust at December 31, 2000 was as follows:
Registered investment companies:
Merrill Lynch Income Accumulation Fund $ 6,258,870
-----------------
6,258,870
Guaranteed investment contracts:
Business Mens Assurance Company of America 2,498,807
Canada Life 4,136,118
Combined Life Insurance Company 4,668,459
GE Life and Annuity 5,163,549
Hartford Life Insurance Company 5,641,680
John Hancock Life Insurance Company 11,001,797
Monumental Life Insurance Company 1,867,053
New York Life Insurance Company 3,136,760
Ohio National Life 4,576,017
Pacific Mutual Life Insurance Company 6,200,078
Peoples Security Life Insurance Company 6,096,623
Protective Life Insurance Company 2,012,650
Pruco Pace Credit Enhanced 7,691,842
Safeco Life Insurance 2,998,449
Security Life of Denver 5,131,606
Southland Life Insurance Company -
Sun America, Inc. 2,998,064
Transamerica Occidental -
United of Omaha 5,137,380
-----------------
80,956,932
|
3. INVESTMENTS (CONTINUED)
Synthetic guaranteed investment contracts:
Caisse des Depots et Consignations 8,950,177
Peoples Security Life Insurance Company 3,040,578
Transamerica Occidental 14,066,106
Union Bank of Switzerland 5,967,640
Westdeutsche Landesbank Girozentrale 15,715,408
-----------------
47,739,909
Temporary short-term investments 8,087,097
Receivables 1,191,139
Other 231,457
-----------------
Total net assets $144,465,404
=================
|
The composition of net assets of the Alliance Equity Master Trust at December 31, 2000 was as follows:
Investment in registered investment companies:
Alliance Equity Fund S.A. #4 (6,616.411 shares) $51,215,520
Cash overdraft (19,387)
Operating payables (31,413)
-------------
Total net assets $51,164,720
=============
|
The composition of net assets of the Allegheny Technologies Disciplined Stock Fund Master Trust at December 31, 2000 was as follows:
Corporate common stock $89,911,418
Short-Term Investment Fund 1,415,662
Receivables 62,651
Operating payables (147,875)
--------------
Total net assets $91,241,856
==============
|
3. INVESTMENTS (CONTINUED)
The composition of the changes in net assets of the various master trusts was as follows:
FIXED INCOME ALLIANCE EQUITY ATI COMMON STOCK
MASTER TRUST MASTER TRUST MASTER TRUST
-------------------------------------------------------------
YEAR ENDED DECEMBER 31, 2000
-------------------------------------------------------------
Investment income (loss):
Interest income $ 7,954,724 $ -- $ --
Realized (loss) on sale of investments -- -- (3,135,099)
Unrealized depreciation in fair value of
investments -- -- (70,493)
Dividends -- -- 525,069
Net gain (loss), registered investment companies 108,612 (9,783,261) --
Net gain, common collective trusts 404,170 -- 17,831
Other income 468 -- (708)
Administrative expenses (185,368) (218,831) (8,451)
Transfers 1,647,278 2,172,578 (17,568,539)
-------------------------------------------------------------
Net increase (decrease) 9,929,884 (7,829,514) (20,240,390)
Total net assets at beginning of year 134,535,520 58,994,234 20,240,390
-------------------------------------------------------------
Total net assets at end of year $144,465,404 $51,164,720 $ --
=============================================================
|
3. INVESTMENTS (CONTINUED)
ALLEGHENY TELEDYNE WATER PIK
TECHNOLOGIES TECHNOLOGIES TECHNOLOGIES, INC.
DISCIPLINED STOCK INCORPORATED COMMON COMMON STOCK
FUND MASTER TRUST STOCK MASTER TRUST MASTER TRUST
------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 2000
------------------------------------------------------------------
Investment income (loss):
Realized (loss) gain on sale of investments $ (3,170,594) $ 3,932,735 $ (31,941)
Unrealized depreciation in fair value of
investments (5,302,024) (2,024) (1,265)
Dividends 525,391 -- --
Net gain, common collective trusts 138,084 2,171 409
Other loss -- (1,379) (233)
Administrative expenses (414,238) 133 41
Transfers 54,049,508 (6,320,601) (815,045)
----------------------------------------------------------
Net increase (decrease) 45,826,127 (2,388,965) (848,034)
Total net assets at beginning of year 45,415,729 2,388,965 848,034
----------------------------------------------------------
Total net assets at end of year $ 91,241,856 $ -- $ --
==========================================================
|
The investment contracts underlying the Fixed Income Master Trust have fully
benefit-responsive features. The average yield for 2000 for the Fixed Income
Master Trust was 6.56%. Credited interest rates on the contracts ranged from
5.13% to 8.05% for 2000, 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 statements of changes in net assets available for benefits.
4. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
(IRS) 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 was amended
subsequent to the IRS determination letter. 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
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 2000 were based upon customary and reasonable rates for such services. Trustee and investment fees paid during 1999 to Merrill Lynch were also based upon customary and reasonable rates for such services.
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).
INVESTMENT DESCRIPTION UNITS/SHARES CURRENT VALUE
------------------------------------------------------------------------------------------------------------------------
Interest in common collective investment funds:
Dreyfus LifeStyle Growth & Income Fund* 1,213,691.465 $20,858
Dreyfus LifeStyle Growth Fund* 429,296.653 8,458
Dreyfus LifeStyle Income Fund* 113,691.730 1,657
Short-term investment* 43,750.350 44
--------------
$31,017
==============
Interest in registered investment companies:
Dreyfus Bond Market Index Fund* 480,539.130 $ 4,743
Dreyfus Emerging Leaders Fund* 10,434.120 413
Dreyfus Growth & Value International Fund* 229,411.310 3,703
MAS Mid Cap Growth Fund, Institutional Shares 201,214.967 4,988
Dreyfus 100% U.S. Treasury Money Market Fund 14,025.480 14
Prudential Jennison Growth Fund, Class A Shares 636,342.285 11,429
--------------
$25,290
==============
Interest in Allegheny Ludlum Corporation Master Trusts:
Allegheny Technologies Disciplined Stock Fund 1,204,835.268 $51,301
Alliance Capital Growth Stock Fund 10,971.730 162
Allegheny Ludlum Corporation GIC master trust 862,918.877 11,498
--------------
$62,961
==============
Interest in corporate common stocks:
Allegheny Technologies Incorporated common stock* 334,360.000 $ 5,308
Teledyne Technologies Incorporated common stock * 65,198.000 1,540
Water Pik Technologies, Inc. common stock* 23,339.000 164
--------------
$ 7,012
==============
Participant loans* $ 4,437
==============
|
* Party-in-interest
Audited Financial Statements and Supplemental Schedules Years ended December 31, 2000 and 1999 with Report of Independent Auditors
Report of Independent Auditors ..............................................86 Audited Financial Statements Statements of Net Assets Available for Benefits .............................87 Statements of Changes in Net Assets Available for Benefits ..................88 Notes to Financial Statements ...............................................89 Supplemental Schedules Schedule H, Line 4i--Schedule of Assets (Held at End of Year) ...............97 Schedule H, Line 4j--Schedule of Reportable Transactions ....................98 |
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, 2000 and 1999, 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, 2000 and 1999, 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 schedules of assets held at end of year as of December 31, 2000, 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
May 24, 2001
|
2000 1999
----------------------------------
ASSETS
Cash $ 47,338 $ 186,433
Investments, at fair value 15,806,419 14,647,725
Receivables:
Employer's matching contribution 103,554 119,857
Employer's share-per-day contribution 803,829 904,368
Interest/dividends 7,554 8,934
----------------------------------
Total assets 16,768,694 15,867,317
LIABILITIES
Payable to affiliated plan (18,039) (16,522)
Other (263) --
----------------------------------
Net assets available for benefits $16,750,392 $15,850,795
==================================
|
See accompanying notes.
YEAR ENDED DECEMBER 31
2000 1999
--------------------------------
Additions:
Additions to net assets attributed to:
Contributions:
Participants' pretax wage reductions $ 1,065,170 $ 1,168,499
Employer's matching contribution 109,021 119,857
Employer's share-per-day contribution 803,829 921,273
--------------------------------
Total contributions 1,978,020 2,209,629
Investment income (loss):
Dividend and interest income 1,639,922 1,018,183
Net depreciation in fair value of investments (1,741,822) (1,282,484)
--------------------------------
Total investment loss (101,900) (264,301)
--------------------------------
Total additions 1,876,120 1,945,328
Deductions:
Benefits paid to participants (895,642) (1,448,626)
Transfer to affiliated plan -- (6,298,062)
Other (80,881) --
--------------------------------
Net increase (decrease) 899,597 (5,801,360)
Net assets available for benefits:
Beginning of year 15,850,795 21,652,155
--------------------------------
End of year $16,750,392 $15,850,795
================================
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See accompanying notes.
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 ATI 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 (new 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 the former ATI stock received the following distribution on November 29, 1999: one share of Water Pik Technologies, Inc. for every twenty shares held of the former ATI shares and one share of Teledyne Technologies Incorporated for every seven shares held of the former ATI shares. 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.
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).
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.
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 2000 and 1999, the matching contribution was 25% of the first 3% of a participant's eligible compensation limited to the respective participant's salary reduction contribution.
1. PLAN DESCRIPTION (CONTINUED)
CONTRIBUTIONS (CONTINUED)
Equity Contributions--During 2000 and 1999, the equity contribution was .0625 shares of ATI or new ATI common stock as the case may be, for each regular hour worked by the 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 2000 and 1999.
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 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 the vested balance of the participant's salary reduction contribution, company discretionary contribution, matching contribution, equity contribution, and voluntary contribution accounts. 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.
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 accounting principles generally accepted in the United States 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. 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:
2000 1999
-------------------------
Allegheny Technologies Incorporated common stock* $2,859,516 $3,484,868
Columbia Special Fund 2,622,904 2,332,529
Columbia Common Stock Fund 2,482,389 2,443,321
Columbia Balanced Fund 2,075,674 1,715,872
Teledyne Technologies Incorporated common stock* 880,456 418,821
Columbia International Stock Fund 827,807 857,280
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*Nonparticipant-directed
The Plan's investments (including investments bought, sold and held during the year) appreciated (depreciated) in value during 2000 and 1999 as follows:
2000 1999
----------------------------
Mutual funds $(1,303,906) $ 1,070,930
Allegheny Technologies Incorporated common stock (981,557) (2,386,511)
Teledyne Technologies Incorporated common stock 581,503 7,916
Water Pik Technologies, Inc. common stock (37,862) 25,181
----------------------------
$(1,741,822) $(1,282,484)
============================
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3. INVESTMENTS (CONTINUED)
Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows:
DECEMBER 31
-----------
2000 1999
-----------------------------------------------------------------------------------------------
ALLEGHENY TELEDYNE WATER PIK ALLEGHENY TELEDYNE WATER PIK
TECHNOLOGIES TECHNOLOGIES TECHNOLOGIES, TELEDYNE TECHNOLOGIES TECHNOLOGIES,
INCORPORATED INCORPORATED INC. COMMON INCORPORATED INCORPORATED INC. COMMON
COMMON STOCK COMMON STOCK STOCK COMMON STOCK COMMON STOCK STOCK
--------------------------------------------------------------------------------------------
ASSETS
Cash $ 27,842 $ -- $ -- $ 80,695 $ -- $ --
Investments, at fair value 2,859,516 880,456 92,295 3,484,868 418,821 148,571
Receivables:
Employer's matching
contributions 803,829 -- -- 119,857 -- --
Employer's
share-per-day
contribution 103,554 -- -- 904,368 -- --
Interest/dividends -- -- -- 8,575 -- --
----------------------------------------------------------------------------------------
Total assets 3,794,741 880,456 92,295 4,598,363 418,821 148,571
LIABILITIES
Payable to affiliated plan (18,039) -- -- (16,522) -- --
Other (280) 28 2 -- -- --
----------------------------------------------------------------------------------------
Net assets available for
benefits $3,776,422 $880,484 $92,297 $4,581,841 $418,821 $148,571
========================================================================================
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3. INVESTMENTS (CONTINUED)
DECEMBER 31
2000 1999
----------------------------------------------------------------------------------------------
NONPARTICIPANT-DIRECTED
----------------------------------------------------------------------------------------------
ALLEGHENY TELEDYNE WATER PIK ALLEGHENY TELEDYNE WATER PIK
TECHNOLOGIES TECHNOLOGIES TECHNOLOGIES, TECHNOLOGIES TECHNOLOGIES TECHNOLOGIES,
INCORPORATED INCORPORATED INC. COMMON INCORPORATED INCORPORATED INC. COMMON
COMMON STOCK COMMON STOCK STOCK COMMON STOCK COMMON STOCK STOCK
---------------------------------------------------------------------------------------------
Additions:
Additions to net assets
attributed to:
Contributions:
Employer's matching
contribution $ 103,554 $ 428 $ 39 $ 119,857 $ -- $ --
Employer's share-per-day
contribution 803,829 1,161 121 921,081 132 60
----------------------------------------------------------------------------------------
Total contributions 907,383 1,589 160 1,040,938 132 60
Investment income (loss):
Dividend and interest income 148,473 -- -- 233,188 -- --
Net (depreciation)
appreciation in fair value
of investments (981,557) 581,503 (37,862) (2,386,511) 7,916 25,181
----------------------------------------------------------------------------------------
Total investment (loss) income (833,084) 581,503 (37,862) (2,153,323) 7,916 25,181
----------------------------------------------------------------------------------------
Total additions 74,299 583,092 (37,702) (1,112,385) 8,048 25,241
Deductions:
Benefits paid to participants (201,622) (43,753) (6,193) (649,850) (1,249) (390)
----------------------------------------------------------------------------------------
(Decrease) increase prior to
transfers (127,323) 539,339 (43,895) (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 (678,096) (77,676) (12,379) (1,155,898) (4,660) (1,426)
----------------------------------------------------------------------------------------
Net (decrease) increase (805,419) 461,663 (56,274) (6,732,545) 418,821 148,571
Net assets available for benefits:
Beginning of year 4,581,841 418,821 148,571 11,314,386 -- --
----------------------------------------------------------------------------------------
End of year $3,776,422 $880,484 $ 92,297 $ 4,581,841 $418,821 $148,571
========================================================================================
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4. TRANSACTIONS WITH RELATED PARTIES
Certain legal and accounting fees, and administrative fees are paid by the Company. The Plan holds 180,127 shares, 37,268 shares, and 13,185 shares, respectively, of new ATI, Teledyne Technologies Incorporated and Water Pik Technologies, Inc., shares of common stock at December 31, 2000.
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 has been
amended since the date of the determination letter. The plan administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
the related trust is tax-exempt.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will become 100% vested in their accounts.
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
DECEMBER 31
2000 1999
------------------------------------
Net assets available for benefits per the financial statements $16,750,392 $15,850,795
Amounts allocated to withdrawing participants (16,444) (12,480)
------------------------------------
Net assets available for benefits per the Form 5500 $16,733,948 $15,838,315
====================================
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7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED)
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
YEAR ENDED
DECEMBER 31
2000
-----------
Benefits paid to participants per the financial statements $895,642
Add: Amounts allocated to withdrawing participants at December 31, 2000 16,444
Deduct: Amounts allocated to withdrawing participants at December 31, 1999 (12,480)
--------
Benefits paid to participants per the Form 5500 $899,606
========
|
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.
Schedule H, Line 4i--Schedule of Assets (Held at End of Year)
DESCRIPTION CURRENT
IDENTITY OF ISSUE OF INVESTMENT COST VALUE
----------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Columbia Funds:
U.S. Government 45,728 shares NR $ 382,288
Balanced Fund 90,404 shares NR 2,075,674
Fixed Income Fund 27,298 shares NR 354,057
Common Stock Fund 101,988 shares NR 2,482,389
International Stock Fund 56,047 shares NR 827,807
Special Fund 100,920 shares NR 2,622,904
Real Estate Equity Fund 28,731 shares NR 513,998
Growth Fund 19,490 shares NR 780,971
Small Cap Fund 4,917 shares NR 127,205
Victory Institutional Money Market
Fund 47,338 shares $ 47,338 47,338
* Allegheny Technologies Incorporated
Common Stock 180,127 shares 5,281,314 2,859,516
* Teledyne Technologies Incorporated
Common Stock 37,268 shares 443,578 880,456
* Water Pik Technologies, Inc.
Common Stock 13,185 shares 134,636 92,295
Participant loans 5.88% to 7.37% -- 1,806,859
-----------
$15,853,757
===========
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*Party-in-interest to the Plan
NR--Not required
Schedule H, Line 4j--Schedule of Reportable Transactions
EXPENSE CURRENT
INCURRED VALUE ON
IDENTITY OF PURCHASE SELLING WITH COST OF TRANSACTION NET GAIN OR
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE TRANSACTION ASSET DATE (LOSS)
------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (f) (g) (h) (i)
Category (iii)--Series of transactions in excess of 5% of plan assets
---------------------------------------------------------------------
Key Trust Victory Institutional Money
Market Fund $856,700 $ -- $ -- $856,700 $856,700 $ --
Victory Institutional Money
Market Fund -- 900,620 -- 900,620 900,620 --
|
There were no Category (i), (ii) or (iv) transactions during the year ended December 31, 2000.
Column (e) was not used.
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 27 to 48 of the 2000 Annual Report are incorporated herein by reference:
Consolidated Statements of Income - Years Ended December 31, 2000, 1999 and 1998
Consolidated Statements of Cash Flows - Years Ended December 31, 2000, 1999 and 1998
Consolidated Statements of Stockholders' Equity - Years Ended December 31, 2000, 1999 and 1998
(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 Technologies Retirement Savings Plan (formerly the Allegheny Ludlum Retirement Savings Plan)
Report of Independent Auditors
Statement of Net Assets Available for Benefits at December 31, 2000 and
December 31, 1999
Statement of Changes in Net Assets Available for Benefits, Year Ended
December 31, 2000 and December 31, 1999
Notes to Financial Statements
(ii) 401(k) Savings Account Plan for Employees of the Washington Plate Plant (formerly the 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, 2000 and
December 31, 1999
Statement of Changes in Net Assets Available for Benefits, Year Ended
December 31, 2000 and December 31, 1999
Notes to Financial Statements
Report of Independent Auditors
Statement of Net Assets Available for Benefits at December 31, 2000 and
December 31, 1999
Statement of Changes in Net Assets Available for Benefits, Year Ended
December 31, 2000 and December 31, 1999
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, 2000 and
December 31, 1999
Statement of Changes in Net Assets Available for Benefits, Year Ended
December 31, 2000 and December 31, 1999
Notes to Financial Statements
(v) The 401(k) Plan (formerly the Teledyne 401(k) Plan)
Report of Independent Auditors
Statement of Net Assets Available for Benefits at December 31, 2000 and
December 31, 1999
Statement of Changes in Net Assets Available for Benefits, Year Ended
December 31, 2000 and December 31, 1999
Notes to Financial Statements
(vi) Oregon Metallurgical Corporation Savings Plan
Report of Independent Auditors
Statement of Net Assets Available for Benefits at December 31, 2000 and
December 31, 1999
Statement of Changes in Net Assets Available for Benefits, Year Ended
December 31, 2000 and December 31, 1999
Notes to Financial Statements
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 Technologies Retirement Savings Plan (formerly the Allegheny Ludlum Retirement Savings Plan)
Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes - December 31, 2000
(ii) 401(k) Savings Account Plan for Employees of the Washington Plate Plant (formerly the 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, 2000
(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, 2000
(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, 2000
(v) The 401(k) Plan (formerly the Teledyne 401(k) Plan)
Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes - December 31, 2000
(vi) Oregon Metallurgical Corporation Savings Plan
Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes - December 31, 2000
Schedule H, Line 4(j) - Schedule of Reportable Transactions - Year Ended December 31, 2000
(3) EXHIBITS
A list of exhibits included in the 2000 Form 10-K or incorporated by reference is found in the Exhibit Index beginning on page 30 of the 2000 Form 10-K and incorporated herein by 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
|
The Company filed a current report on Form 8-K on December 7, 2000 regarding the announced resignation of Thomas A. Corcoran, as Chairman, President and Chief Executive Officer.
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.
Date: June 29, 2001 By: /s/ Richard J. Harshman
-----------------------------------------
Richard J. Harshman, Vice President,
Finance and Chief Financial Officer
|
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION METHOD OF FILING
----------- ----------- ----------------
23.2 Consent of Ernst & Young LLP Filed herewith
|
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-10225) pertaining to the Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation, Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan, 401(k) Savings Account Plan for Employees of the Washington Plate Plant, Allegheny Technologies Retirement Savings Plan (formerly the Allegheny Ludlum Retirement Savings Plan) and in the Registration Statement (Form S-8 No. 333-10227 pertaining to The 401(k) Plan (formerly the Teledyne 401(k) Plan) of our reports dated June 1, 2001 with respect to the financial statements and supplemental schedules of the Savings and Security Plan of the Lockport and Waterbury Facilities of Allegheny Ludlum Corporation, Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan, 401(k) Savings Account Plan for Employees of the Washington Plate Plant, Allegheny Technologies Retirement Savings Plan (formerly the Allegheny Ludlum Retirement Savings Plan) and The 401(k) Plan (formerly the Teledyne 401(k) Plan) and in the Registration Statement (Form S-8 No. 333-48649) pertaining to Oregon Metallurgical Corporation Savings Plan of our report dated May 24, 2001 with respect to the financial statements and supplemental schedules of Oregon Metallurgical Corporation Savings Plan, all of which are included in the Annual Report on Form 10K/A (Amendment No. 1) for the year ended December 31, 2000.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
June 29, 2001
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