SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
--------------- ---------------
COMMISSION FILE NUMBER 1-12001
ALLEGHENY TECHNOLOGIES RETIREMENT SAVINGS PLAN
----------------------------------------------
(Title of Plan)
ALLEGHENY TECHNOLOGIES INCORPORATED
(Name of Issuer of securities held pursuant to the Plan)
1000 Six PPG Place, Pittsburgh, Pennsylvania 15222-5479
(Address of Plan and of principal executive office of Issuer)
AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL
SCHEDULE
Allegheny Technologies Retirement Savings Plan
Years ended December 31, 2002 and 2001 with Report of Independent Auditors
Allegheny Technologies Retirement Savings Plan
Audited Financial Statements
and Supplemental Schedule
Years ended December 31, 2002 and 2001
CONTENTS
Report of Independent Auditors ................................................................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits................................................................2
Statements of Changes in Net Assets Available for Benefits.....................................................3
Notes to Financial Statements .................................................................................4
Supplemental Schedule
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)................................................12
EXHIBITS
23 Consent of Independent Auditors
99 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Report of Independent Auditors
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, 2002
and 2001, 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, 2002 and 2001, 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, 2002 is presented for purposes
additional analysis and is not a required part of the financial statements but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of
the Plan's management. The supplemental schedule has been subjected to the
auditing procedures applied in our audits of the financial statements and, in
our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
June 11, 2003
1
Allegheny Technologies Retirement Savings Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
2002 2001
--------------------------------------------
Investments:
Interest in Allegheny Technologies Incorporated Savings Plan Trust $139,055,307 $152,644,352
Interest in registered investment companies 28,368,003 35,107,084
Interest in common collective trusts 21,792,557 27,709,529
Corporate common stocks 4,436,619 12,847,133
Participant loans 2,977,821 3,942,809
--------------------------------------------
Total investments 196,630,307 232,250,907
Other payables, net (742,470) (2,375)
--------------------------------------------
Net assets available for benefits $195,887,837 $232,248,532
============================================
See accompanying notes.
2
Allegheny Technologies Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31
2002 2001
-------------------------------------------
Contributions:
Employer $ 6,216,942 $ 9,492,507
Employee 5,934,950 6,989,652
-------------------------------------------
Total contributions 12,151,892 16,482,159
Investment income (loss):
Net loss from interest in Allegheny Technologies
Incorporated Savings Plan Trust (8,351,141) (6,112,130)
Net loss from interest in registered investment companies (6,861,745) (5,099,993)
Net loss from interest in common collective trusts (3,871,428) (2,145,405)
Interest income 278,993 357,733
Dividend income 423,061 504,859
Net realized/unrealized loss on corporate common stocks (6,901,225) (57,789)
-------------------------------------------
Total investment loss (25,283,485) (12,552,725)
Plan transfers 3,025 6,356,533
Other - 36
-------------------------------------------
(13,128,568) 10,286,003
Distributions to participants (23,228,223) (15,986,006)
Administrative expenses and other, net (3,904) (12,440)
-------------------------------------------
23,232,127 (15,998,446)
-------------------------------------------
Net decrease in net assets available for benefits (36,360,695) (5,712,443)
Net assets available for benefits at beginning of year 232,248,532 237,960,975
-------------------------------------------
Net assets available for benefits at end of year $195,887,837 $232,248,532
===========================================
See accompanying notes.
3
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements
December 31, 2002
1. SIGNIFICANT ACCOUNTING POLICIES
Investments are valued as follows:
Bank and insurance contracts with varying contract rates and maturity dates
are stated at contract value.
Although it is management's intention to hold the investment contracts in
the Fixed Income Fund until maturity, certain investment contracts provide
for adjustments to contract value for withdrawals made prior to maturity.
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
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
2. DESCRIPTION OF THE PLAN
The Allegheny Technologies Retirement Savings Plan (the Plan) is a defined
contribution plan and is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
The purpose of the Plan is to provide retirement benefits to eligible employees
through company contributions and to encourage employee thrift by permitting
eligible employees to defer a part of their compensation and contribute such
deferral to the Plan. The Plan allows employees to contribute a portion of
eligible wages each pay period through payroll deductions subject to Internal
Revenue Code limitations. Depending on participants' years of service,
qualifying employee contributions are matched by Allegheny Technologies
Incorporated (ATI, the Plan Sponsor) up to 4% of participants' salary. Beginning
January 1, 2002 the Plan Sponsor suspended the employer match on certain
participant deferrals. The employer match was reinstated January 1, 2003. In
addition, the 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.
Separate accounts are maintained by the Plan Sponsor for each participating
employee. Trustee fees and asset management fees charged by the Plan's trustee,
Mellon Bank, N.A., for the administration of all funds are charged against net
assets available for benefits of the respective fund. Certain other expenses of
administering the Plan are paid by the Plan Sponsor.
4
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
Participants may make "in-service" and hardship withdrawals as outlined in the
plan document.
Active employees can borrow up to 50% of their vested account balances minus any
outstanding loans. The loan amounts are further limited to a minimum of $1,000
and a maximum of $50,000, and an employee can obtain no more than three loans at
one time. Interest rates are determined based on commercially accepted criteria,
and payment schedules vary based on the type of the loan. General purpose loans
are repaid over 6 to 60 months, and primary residence loans are repaid over
periods up to 180 months. Payments are made by payroll deductions.
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. Stockholders of Allegheny Teledyne became stockholders of Teledyne
Technologies Incorporated and Water Pik Technologies, Inc., thus creating two
new master trusts. Participants continued to hold interests in the two new
companies until December 31, 2002, at which time these two holdings were
terminated and the assets were transferred to one of the other plan investment
options.
Effective April 1, 2001, the salaried employees who were participants in the
Alstrip profit sharing plan and the salaried employees at the Plan Sponsor's
Rodney Metals plant became eligible to participate in the Plan. Accordingly,
plan investments related to these participants were transferred into the Plan.
Further information about the Plan, including eligibility, vesting,
contributions, and withdrawals, is contained in the plan documents, summary plan
description and related contracts. These documents are available from the
Plan Sponsor.
5
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS
The following presents investments that represent 5% or more of the Plan's net
assets:
DECEMBER 31
2002 2001
--------------------------------------------
Fixed Income Fund $100,651,695 $ 95,803,188
Alliance Equity Fund 19,593,366 30,328,009
Allegheny Technologies Disciplined Stock Fund 18,810,247 26,513,154
Dreyfus Emerging Leaders Fund 13,374,190 18,372,326
Dreyfus Lifestyle Growth and Income Fund 13,366,494 17,328,573
Certain of the Plan's investments are in the Allegheny Technologies Incorporated
Savings Plan Trust, which has three subsidiary Master Trusts: the Allegheny
Technologies Disciplined Stock Fund Master Trust, the Alliance Equity Master
Trust and the Fixed Income Master Trust, which are institutional separate
accounts valued on a unitized basis (collectively, the "Master Trust"). The
Master Trust was established for the investment of assets of the Plan, and
several other ATI sponsored retirement plans. Each participating retirement plan
has an undivided interest in the Master Trust. At December 31, 2002 and 2001,
the Plan's interest in the net assets of the Allegheny Technologies Disciplined
Stock Fund Master Trust, the Alliance Equity Master Trust and the Fixed Income
Master Trust were as follows:
2002 2001
-----------------------------------------
Alliance Equity Master Trust 73.79% 75.90%
Fixed Income Master Trust 55.67 57.84
Allegheny Technologies Disciplined Stock Fund Master Trust 34.24 34.20
Investment income and expenses are allocated to the Plan based upon its pro rata
share in the net assets of the Master Trust.
6
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
The composition of the net assets of the Fixed Income Master Trust at December
31, 2002 and 2001 was as follows:
2002 2001
--------------------------------------------
Guaranteed investment contracts:
Business Mens Assurance Company of America $ - $ 1,246,890
Canada Life 2,757,412 2,743,536
Combined Life Insurance Company - 3,097,946
GE Life and Annuity 10,420,327 11,812,375
Hartford Life Insurance Company 10,460,185 10,025,160
John Hancock Life Insurance Company 9,854,982 14,218,029
Monumental Life Insurance Company 2,363,422 3,331,280
New York Life Insurance Company 7,808,955 7,729,985
Ohio National Life 5,976,900 7,936,620
Pacific Mutual Life Insurance Company 6,074,436 6,036,924
Principal Life 1,134,634 3,000,000
Protective Life Insurance Company 1,006,463 1,002,333
Pruco Pace Credit Enhanced 8,689,223 9,950,359
Safeco Life Insurance 1,973,290 3,000,505
Security Life of Denver 6,465,137 6,181,488
Sun America, Inc. 2,988,024 2,992,868
United of Omaha 7,226,335 7,188,790
--------------------------------------------
85,199,725 101,495,088
Synthetic guaranteed investment contracts:
Caisse des Depots et Consignations 4,953,210 7,800,826
CIT Equipment 996,925 992,755
Common Wealth Edison 2,999,980 1,976,061
Commit to purchase FNMA 02-74 LC 3,071,979 -
Conn RRB Spec Trust 2,948,436 2,987,164
Detroit Edison 2,027,941 2,018,460
FHLMC 5,977,227 2,466,660
Illinois Power Sp Trust 1,971,078 1,957,161
MBNA Master CC Trust 1,993,490 1,983,492
MDA Monumental BGI Wrap 41,868,727 -
Peco Energy Company 1,970,899 1,982,788
Peoples Security Life Insurance Company 2,491,608 6,602,162
Public Service 2,036,624 1,998,629
Transamerica Occidental 6,568,303 9,559,425
Union Bank of Switzerland 174,682 2,737,675
Westdeutsche Landesbank Girozentrale 3,556,463 9,387,186
--------------------------------------------
85,607,572 54,450,444
Interest in common trusts 7,972,257 7,680,629
Receivables - 381,024
Interest-bearing cash 212,167 -
Other 1,817,668 1,635,070
--------------------------------------------
Total net assets $180,809,389 $165,642,255
============================================
7
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
The Fixed Income Fund (the Fund) invests in guaranteed investment contracts
(GICs) and actively managed structured or synthetic investment contracts (SICs).
The GICs are promises by a bank or insurance company to repay principal plus a
fixed rate of return through contract maturity. SICs differ from GICs in that
there are specific assets supporting the SICs, and these assets are owned by the
Master Trust. The bank or insurance company issues a wrapper contract that
allows participant-directed transactions to be made at contract value. The
assets supporting the SICs are comprised of government agency bonds, corporate
bonds, asset-backed securities (ABOs) and collateralized mortgage obligations
(CMOs) with fair values of $88,750,762 and $55,854,607 at December 31, 2002 and
2001, respectively. The contract value minus the market value of the wrapper
contracts at December 31, 2002 and 2001 is $(2,667,261) and $(1,397,030),
respectively.
Interest crediting rates on the GICs in the Fund are determined at the time of
purchase. Interest crediting rates on the SICs are either: (1) set at the time
of purchase for a fixed term and crediting rate; (2) set at the time of purchase
for a fixed term and variable crediting rate or (3) set at the time of purchase
and reset monthly within a "constant duration." A constant duration contract may
specify a duration of 2.5 years and the crediting rate is adjusted monthly based
upon quarterly rebalancing of eligible 2.5 year duration investment instruments
at the time of each resetting; in effect the contract never matures. At December
31, 2002 and 2001, the interest crediting rates for GICs and Fixed Maturity SICs
ranged from 3.27% to 8.05% and 3.49% to 8.05%, respectively.
For the years ended December 31, 2002 and 2001, the average annual yield for the
investment contracts in the Fund was 5.74% and 6.25%, respectively. Fair value
of the GICs was estimated by discounting the weighted average of the Fund's cash
flows at the then-current interest crediting rate for a comparable maturity
investment contract. Fair value for the SICs was estimated based on the fair
value of each contract's supporting assets at December 31, 2002 and 2001.
8
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
The composition of net assets of the Alliance Equity Master Trust at December
31, 2002 and 2001 was as follows:
2002 2001
--------------------------------------------
Investment in registered investment companies:
Alliance Equity Fund S.A. #4 $26,603,639 $40,024,274
Operating payables (49,895) (64,365)
--------------------------------------------
Total net assets $26,553,744 $39,959,909
============================================
The composition of net assets of the Allegheny Technologies Disciplined Stock
Fund Master Trust at December 31, 2002 and 2001 was as follows:
2002 2001
---------------------- --------------------
Corporate common stocks $53,256,475 $76,016,770
Investment in common collective trusts 1,630,752 1,410,015
Receivables 67,848 103,913
Payables (25,733) -
---------------------- --------------------
Total net assets $54,929,342 $77,530,698
====================== ====================
9
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
The composition of the changes in net assets of the various master trusts is as
follows:
ALLEGHENY TECHNOLOGIES
DISCIPLINED STOCK FUND MASTER
FIXED INCOME MASTER TRUST ALLIANCE EQUITY MASTER TRUST TRUST
--------------------------------- ---------------------------- -------------------------------
YEAR ENDED DECEMBER 31
----------------------------------------------------------------------------------------------
2002 2001 2002 2001 2002 2001
---------------- ---------------- ------------- --------------- --------------- --------------
Investment income (loss):
Interest income $ 9,786,577 $ 9,147,492 $ - $ - $ - $ -
Net realized/
unrealized gain
(loss) on corporate
common stocks 1,528 - - - (17,406,255) (12,375,289)
Dividends - - - - 948,623 941,613
Net gain (loss),
registered invest-
ment companies - 32,606 (10,652,634) (9,248,179) - -
Net gain, common
collective trusts 172,081 401,062 - - 13,761 53,202
Other income 69,815 - - - -
Administrative expenses (236,944) (208,589) (118,618) (170,195) (424,085) (520,128)
Transfers 5,374,077 11,804,280 (2,634,913) (1,786,437) (5,733,400) (1,810,556)
---------------- ---------------- ------------- --------------- --------------- --------------
Net increase (decrease) 15,167,134 21,176,851 (13,406,165) (11,204,811) (22,601,356) (13,711,158)
Total net assets at
beginning of year 165,642,255 144,465,404 39,959,909 51,164,720 77,530,698 91,241,856
---------------- ---------------- ------------- --------------- --------------- --------------
Total net assets at
end of year $180,809,389 $165,642,255 $26,553,744 $39,959,909 $54,929,342 $77,530,698
================ ================ ============= =============== =============== ==============
10
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
Interest, realized and unrealized gains and losses, and management fees from the
master trusts are included in the net loss from interest in Allegheny
Technologies Incorporated Savings Plan Trust 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. Subsequent to this issuance of the determination letter, the Plan
was amended. Once qualified, the Plan is required to operate in conformity with
the Code to maintain its qualification. The plan administrator believes that the
Plan is being operated in compliance with the applicable requirements of the
Code and, therefore, believes that the Plan is qualified and the related trust
is tax-exempt.
5. PARTIES-IN-INTEREST
Dreyfus Corporation is the manager of the Dreyfus Mutual Funds that are offered
as investment options under this Plan. Dreyfus Service Corporation is the funds'
distributor. Dreyfus Corporation and Dreyfus Service Corporation are both wholly
owned subsidiaries of Mellon Financial Corporation. Mellon Financial Corporation
also owns Mellon Bank, N.A., the Trustee for this Plan. Therefore, transactions
with these entities qualify as party-in-interest.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Plan Sponsor has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
11
Allegheny Technologies Retirement Savings Plan
EIN 25-1792394 Plan 004
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)
December 31, 2002
DESCRIPTION UNITS/SHARES CURRENT VALUE
-------------------------------------------------------------------------------------------------------------
Registered Investment Companies
Dreyfus Bond Market Index* 454,662.233 $ 4,769,407
Dreyfus Emerging Leaders Fd* 481,779.183 13,374,190
Dreyfus Premier Intl Value Fd* 268,793.457 3,236,273
Morgan Stanley Instl Fd Tr Mid Cap Growth Port 191,777.127 2,316,668
Prudential Invt Portfolios Inc Jennison Growth Fd 98,704.091 992,963
-------------
24,689,501
Self-Directed Fund:
AIM Equity Funds Inc Weingarten Fd 1,272.607 11,759
AIM Equity Fds Inc Blue Chip Fund 2,999.672 26,817
AIM Premier Equity Fd 2,103.219 15,795
Alliance Growth & Income Fd 5,329.477 13,857
Aliiance Premier Growth Fd 387.021 5,318
Alliance Technology Fd 210.163 7,421
American Balanced Fd 5.073 73
American Centy Quantitive Eq Fds 1,540.129 23,395
America Centy Mut Fds Ultra Twentieth Centy Ultra Fd 545.179 11,547
American High Income Mun Bd Fd 212.317 3,221
American Mut Fd 5.141 104
Ariel Growth Fd Calvert Ariel Appreciation Fd 549.906 18,180
Berger Omni Invt Fd Tr Small Cap Value Fd 1,419.123 32,228
Berger Large Cap Growth Fd 1,631.699 11,781
Buffalo Small Cap Fd 3,265.801 48,334
CGM Tr Focus Fd 1,963.969 35,312
Capital Income Bldr Fd Sh Ben Int 109.975 4,545
Capital World Growth & Income Fd 204.024 4,562
Credit Suisse Corp Fds Small Cap Value 193.802 3,347
Credit Suisse Warburg Pincus Global Telecom Fd 402.057 7,378
Credit Suisse Warburg Pincus 335.468 3,633
Delaware Group Trend Fd 544.668 7,702
Delaware Pooled Tr Real Estate Invt Tr Portfolio 293.814 4,219
Dreyfus 100% US Treas MM Fd* 351,112.130 351,112
Dreyfus Premier Short-Term Income Fund* 870.209 10,086
Dreyfus Invt Grade Bd Fds Inter Term Fd* 1,587.600 20,321
Dreyfus/Laurel Fds Inc Disciplined Stk Fd* 221.236 5,422
Dreyfus/Laurel Fds Inc S&P 500 Stk Index Fd* 6,056.043 110,826
Dreyfus Midcap Value Fd* 2,522.733 44,224
Dreyfus Growth & Value Fds Premier Techn Growth Fd* 682.494 10,429
12
Allegheny Technologies Retirement Savings Plan
EIN 25-1792394 Plan 004
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)
December 31, 2002
DESCRIPTION UNITS/SHARES CURRENT VALUE
------------------------------------------------------------------------------------------------------------
Dreyfus Technology Growth Fd* 4,926.204 74,336
Dreyfus Premier Emerging Mkts Fd* 1,064.639 11,807
Dreyfus Premiere Nextech Fd* 13,000.225 36,141
Eaton Vance Growth Tr Worldwide Health Sciences Fd 1,401.090 10,718
Euro Pac Growth Fd Sh Ben 101.300 2,327
Federated Equity Kaufmann Fd 28,283.987 97,580
Federated Eqty Fds 1,402.279 4,614
Fidelity Invt Tr Diversified Intl Fd 233.044 3,999
Fidelity Mt Vernon Str Tr Growth Co Fd 754.351 26,719
Fidelity Mt Vernon Str tr Growth Co Fd 405.155 4,534
Fidelity Low Priced Stk Fd 1,024.048 25,775
Fidelity Secs Fd Growth & Income Portfolio 387.767 11,753
Fidelity Secs Fd Dividend Growth Fd 2,240.964 50,018
Fidelity Select Portfolios Technology Portfolio 1,063.553 40,096
Fidelity Select Portfolios Health Care Portfolio 85.547 8,724
Fidelity Select Portfolios Developing Commnts Portfolio 682.742 6,739
Fidelity Select Portfolios Reg Bks Portfolio 500.758 15,178
Fidelity Select Portfolios Biotechnology Portfolio 1,348.942 52,245
Fidelity Select Portfolios American Gold Portfolio 1.009 24
Fidelity Select Portfolios Software & Computer Svcs Portfolio 1,131.400 41,251
Fidelity Select Portfolios Telecommunications Portfolio 521.941 13,346
Fidelity Select Portfolios Brokerage & Inv Mgmt Portfolio 744.538 27,205
Fidelity Select Portfolios Ele Portfolio 4,511.411 109,943
Fidelity Select Portfolios Computers Portfolio 3,746.339 82,569
Firsthand Fds Technology Value Fd 238.086 4,307
Firsthand Fds Technology Leaders Fd 161.067 1,715
Franklin Value Invs Tr Balance Invt Fd 334.895 12,421
Franklin Value Invs Tr Micro Cap Value Fd 224.605 5,435
Gabelli Intl Growth Fd 1,709.182 20,151
Gabelli Global Growth Fd AAA 504.376 5,861
Gabelli Asset Fd Sh Ben Int 146.574 4,141
Gabelli Growth Fd Sh Ben Int 1,476.704 28,043
Growth Fd Amer Inc 564.859 10,433
Growth Fd Amer Inc Cl B Shs 190.603 3,461
Harris Assoc Invt Tr Oakmark Balanced Fd 778.359 14,003
Hennessy Mut Fds Inc Cornerstone Gr 4,148.253 55,047
Income Fd Amer Inc 5.141 74
Invesco Sector Fds inc Health Sciences Fd 1,713.797 64,884
Invesco Sector Fds Inc Technology Fd Cl II 945.407 16,252
Invesco Sector Fds Inc Telecommunications Fd 963.530 7,853
Investment Co Amer 445.198 10,453
Janus Invt Fd Sh Ben Int 3,283.867 58,519
13
Allegheny Technologies Retirement Savings Plan
EIN 25-1792394 Plan 004
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)
December 31, 2002
DESCRIPTION UNITS/SHARES CURRENT VALUE
------------------------------------------------------------------------------------------------------------
Janus Invt Fd Growth & Income Fd 6,825.164 159,299
Janus Invt Fd Worldwide Fd 4,393.667 141,169
Janus Invt Fd Twenty Fd 2,083.675 60,447
Janus Invt Fd Flexible Income Fund 5,448.118 52,465
Janus Invt Fd Orion Fd 8,626.665 36,232
Janus Invt Fd Strategic Value Fd 9,918.202 70,023
Janus Invt Fd Global Tech Fd 7,975.714 57,186
Janus Invt Fd Global Life Sciences Fd 2,206.081 27,091
Janus Invt Fd Olympus Fd 8,847.122 176,942
Janus Invt Fd Enterprise Fd 2,943.298 67,549
Janus Invt Fd Overseas Fd 1,334.741 20,408
Janus Invt Fd Mercury Fd 8,399.087 123,971
Longleaf Prtnrs Fds Tr Intl Fd 1,204.521 12,009
Lord Abbett Mid Cap Value Fd, Common 349.716 5,382
Lord Abbett Mid Cap Value Fd, Class B 283.768 4,248
MFS Mid Cap Growth A 1,790.326 10,133
Munder Framlington Fds Tr Healthcare Fd 220.769 3,153
New Perspective Fd 641.257 11,568
New World Fd 249.715 4,839
PBHG Fds New Oppty Fd 1.613 32
PBGH Fds Technology & Communications Fd 935.158 6,976
Pimco Fds Pac Invt Mgmt Ser Total Return Fd 1,035.363 11,047
Pimco Fds Pac Invt Mgmt Ser Short Term Fd 1,024.841 10,238
Park Ave Portfolio Guardian Fd 4,711.893 117,939
Park Ave Portfolio Guardian Invt Quality Bd Fd 503.189 5,173
Phoenix Strategic Equity Ser Fd Theme Fd 188.631 1,226
Pimco Fds Multi Manager Ser Rcm Biotech D 93.228 1,534
Price T Rowe Health Sciences Fd 499.735 7,251
RS Invt Tr Emerging Growth Fd 2,400.560 45,971
Rowe T Price Mid Cap Growth Fd 340.541 10,570
Rowe T Price Intl Fds Inc Japan 388.035 1,952
Rowe T Price Science & Tech Fd Inc Cap Stk 3,883.236 48,269
Rowe T Price Small-Cap Value Fd Inc Cap Stk 748.452 16,421
Royce Fd Opporunity Fd 884.291 6,517
Ryder Ser Tr Dynamic Tempest 500 Fd 816.381 76,144
Rydex Ser Tr OTC Fd 1,883.371 12,788
Scudder Intl Fd Inc Greater Europe Growth Fd 103.072 1,857
Scudder Secs Tr Technology Fd 2,902.171 27,716
Selected Amern Shs 229.545 7,641
SIT Mut Fds Small Cap Growth Fd 337.580 6,279
State Str Resh Corp Tr Research Aurora Fd 179.351 4,351
State Str Resh Equity Tr Mid Cap Value Fd 297.267 3,728
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Allegheny Technologies Retirement Savings Plan
EIN 25-1792394 Plan 004
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)
December 31, 2002
DESCRIPTION UNITS/SHARES CURRENT VALUE
------------------------------------------------------------------------------------------------------------
Strong Equity Fds Inc Growth 20 Fd 687.666 7,007
Strong Opportunity Fd 118.599 3,404
Templeton World Fd 682.460 8,797
Tweedy Browne Fd Inc Global Value Fd 786.967 12,442
Van Kampen Amern Cap Emerging Growth Fd 74.996 2,119
Van Wagoner Fds Inc Post Venture Fd 97.567 320
Vanguard Specialized Portfolio Energy Portfolio 889.863 20,877
Vanguard Equity Income Fd 179.704 3,360
Vanguard Bd Incex Fd 8,351.352 86,687
Vanguard Fixed Income Secs Fd Inter Term US Treas Portfol 1,001.154 11,804
Vanguard Index Tr 500 Portfolio 1,192.550 96,775
Vanguard Index Tr Growth Portfolio 224.004 4,469
Washington Mut Invs Fd 365.372 8,590
Wislhire Target Fds Inc Large Growth Portfolio 104.959 2,475
-------------
TOTAL SELF-DIRECTED Fund
3,678,502
-------------
TOTAL REGISTERED INVESTMENT COMPANIES $ 28,368,003
=============
Common Collective Trusts
Dreyfus Short Term Investment* 742,849.660 742,850
Dreyfus Lifestyle Growth & Income Fund* 927,698.830 13,366,494
Dreyfus Lifestyle Growth Fund* 447,737.161 6,017,715
Dreyfus Lifestyle Income Fund* 110,327.259 1,665,498
-------------
TOTAL COMMON COLLECTIVE TRUSTS $ 21,792,557
=============
Corporate Common Stocks
Allegheny Technologies Incorporated* 712,137.813 $ 4,436,619
=============
Participant Loans* (5.25% to 10.50% with maturities
through 2007) $ 2,977,821
=============
*Party-in-interest
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrators of the Plan have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
ALLEGHENY TECHNOLOGIES INCORPORATED
ALLEGHENY TECHNOLOGIES RETIREMENT SAVINGS PLAN
By: /s/ Richard J. Harshman
-----------------------------------
Date: June 27, 2003 Richard J. Harshman
Senior Vice President-Finance and
Chief Financial Officer
(Principal Financial Officer and Duly
Authorized Officer)
16