10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1O-K

(Mark One)

þ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the fiscal year ended December 31, 2005

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from                     to                    

Commission file number 1-12001

ALLEGHENY TECHNOLOGIES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	25-1792394
(State or other jurisdiction of incorporation	(I.R.S. Employer
or organization)	Identification Number)
1000 Six PPG Place, Pittsburgh, Pennsylvania	15222-5479
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (412) 394-2800

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $0.10 Par Value	New York Stock Exchange
Preferred Stock Purchase Rights	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

     Indicate by check mark whether the Registrant is well known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

     Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes o No þ

     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 þ No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

     Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.

     Large accelerated filer þ Accelerated filer o Non-accelerated filer o

     Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     On February 10, 2006, the Registrant had outstanding 99,374,316 shares of its Common Stock.

The aggregate market value of the Registrant’s voting stock held by non-affiliates at June 30, 2005 was approximately $2.06 billion, based on the closing price per share of Common Stock on that date of $22.06 as reported on the New York Stock Exchange, and at February 10, 2006 was approximately $4.66 billion, based on the closing price per share of Common Stock on that date of $47.88 as reported on the New York Stock Exchange. Shares of Common Stock known by the Registrant to be beneficially owned by directors of the Registrant and officers of the Registrant subject to the reporting and other requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are not included in the computation. The Registrant, however, has made no determination that such persons are “affiliates” within the meaning of Rule 12b-2 under the Exchange Act.

Documents Incorporated By Reference

Selected portions of the Proxy Statement for 2006 Annual Meeting of Stockholders — Part III of this Report. The information included in the Proxy Statement as required by paragraphs (a) and (b) of Item 306 of Regulation S-K and paragraphs (k) and (l) of Item 402 of Regulation S-K is not incorporated by reference in this Form 10-K.

INDEX

		Page
		Number
PART I		3
Item 1.	Business	3
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	13
Item 4.	Submission of Matters to a Vote of Security Holders	13
PART II		13
Item 5.	Market for the Registrant’s Common Equity and Related Stockholder Matters	13
Item 6.	Selected Financial Data	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 8.	Financial Statements and Supplementary Data	37
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	72
Item 9A.	Controls and Procedures	72
Item 9B.	Other Information	75
PART III		75
Item 10.	Directors and Executive Officers of the Registrant	75
Item 11.	Executive Compensation	75
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	76
Item 13.	Certain Relationships and Related Transactions	76
Item 14.	Principal Accountant Fees and Services	76
PART IV		76
Item 15.	Exhibits and Financial Statement Schedules	76
SIGNATURES		79
EX-10.9
EX-10.22
EX-10.23
EX-10.24
EX-10.25
EX-10.26
EX-21.1
EX-23.1
EX-31.1
EX-31.2
EX-32.1

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PART I

Item 1. Business

The Company

Allegheny Technologies Incorporated is a Delaware corporation with its principal executive offices located at 1000 Six PPG Place, Pittsburgh, Pennsylvania 15222-5479, telephone number (412) 394-2800. Allegheny Technologies was formed on August 15, 1996 by the combination of Allegheny Ludlum Corporation and Teledyne, Inc., which became wholly owned subsidiaries of Allegheny Technologies. References to “Allegheny Technologies,” “ATI,” the “Company,” the “Registrant,” “we,” “our” and “us” and similar terms mean Allegheny Technologies Incorporated and its subsidiaries, unless the context otherwise requires.

Our Business

Allegheny Technologies Incorporated (ATI) uses innovative technologies to produce a wide range of specialty metals for global markets. Our specialty metals are produced in a variety of alloys and forms, including sheet, strip, plate, slab, ingot, billet, bar, rod, wire, seamless tubing, and shapes, and are selected for use in environments that demand metals having exceptional hardness, toughness, strength, resistance to heat, corrosion or abrasion, or a combination of these characteristics. We offer a broad selection of grades, sizes and finishes of these products that are designed to meet international specifications. Our wide array of alloys and product forms provides customers with choices from which to select the optimum alloy for their application. We provide technical support for material selection. Major end markets of our products include aerospace, defense, chemical processing, oil and gas, electrical energy, construction and mining, automotive, food processing equipment and appliances, machine and cutting tools, transportation and medical industries.

     Our high-value products include nickel-based and cobalt-based alloys and superalloys, titanium and titanium alloys, exotic alloys, which include zirconium, hafnium, niobium and nickel-titanium alloys, specialty alloys and super stainless steels, grain-oriented silicon electrical steel, tool steels, tungsten and tungsten carbide materials, and highly engineered strip and Precision Rolled Strip^® products. In addition, we produce commodity specialty materials such as stainless steel sheet and plate, carbon alloy steel impression die forgings, and large grey and ductile iron castings. We operate in the following three business segments, which accounted for the following percentages of total revenues of $3.5 billion, $2.7 billion, and $1.9 billion for the years ended December 31, 2005, 2004, and 2003, respectively:

	2005			2004			2003
High Performance Metals		35	%		29	%		33	%
Flat-Rolled Products		54	%		60	%		54	%
Engineered Products		11	%		11	%		13	%

High Performance Metals Segment

Our High Performance Metals segment produces, converts and distributes a wide range of high performance alloys, including nickel- and cobalt-based alloys and superalloys, titanium and titanium-based alloys, exotic alloys such as zirconium, hafnium, niobium, nickel-titanium, and their related alloys, and other specialty metals, primarily in long product forms such as ingot, billet, bar, rod, wire, and seamless tube. Most of the products in our High Performance Metals segment are sold directly to end-use customers. By the end of 2005, approximately 60% of our High Performance Metals segment business was conducted under multi-year agreements. The operations in this segment are ATI Allvac, ATI Allvac Ltd (U.K.) and ATI Wah Chang.

     Our nickel-, and cobalt-based alloys and superalloys and our titanium and titanium-based alloys are engineered to retain exceptional strength and corrosion resistance in critical, high-stress applications. These products are designed for the high performance requirements of such major markets as aerospace jet engines and airframes, chemical processing, oil and gas, medical, power generation, defense, transportation, and marine.

     We are a leading global producer of zirconium and zirconium alloys used in nuclear power generation and for corrosion-resistant applications. Hafnium, a by-product of producing zirconium, is principally used in nuclear power applications and as an alloying addition in aerospace applications. We also produce niobium, also known as columbium, used as an alloying addition in superalloys for aerospace applications. Niobium and related alloys are also used in applications requiring superconducting characteristics for high-strength magnets in both the medical and high-energy physics markets. We also produce nickel-titanium alloys for medical applications and aerospace airframe components.

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Flat-Rolled Products Segment

Our Flat-Rolled Products segment produces, converts and distributes stainless steel, nickel-based alloys, and titanium and titanium-based alloys, in a variety of product forms, including plate, sheet, engineered strip, and Precision Rolled Strip^® products, as well as grain-oriented silicon electrical steel, and tool steels. The major end markets for our flat-rolled products are construction and mining, automotive, electrical energy, food processing equipment and appliances, machine and cutting tools, chemical processing, oil and gas, electronics, communication equipment and computers. The operations in this segment are ATI Allegheny Ludlum, our 60% interest in the Chinese joint venture company known as Shanghai STAL Precision Stainless Steel Company Limited (STAL), and our 50% interest in the industrial titanium joint venture known as Uniti LLC. The remaining 40% interest in STAL is owned by the Baosteel Group, a state authorized investment company whose equity securities are publicly traded in the People’s Republic of China. The remaining 50% interest in Uniti LLC is held by Verkhnaya Salda Metallurgical Production Association (VSMPO), a Russian producer of titanium, aluminum, and specialty steel products.

     On June 1, 2004, we completed the acquisition of substantially all of the assets of J&L Specialty Steel, LLC, a producer of flat-rolled stainless steel products with operations in Midland, Pennsylvania and Louisville, Ohio, for $69 million in total consideration, including the assumption of certain current liabilities, and which is subject to final adjustment. In connection with the acquisition, we reached a new progressive labor agreement with the United Steelworkers of America, which represents employees at Allegheny Ludlum and the former J&L facilities. The agreement provided for a workforce restructuring, including a reduction in the number of job classifications and the implementation of flexible work rules. In addition, the number of production and maintenance employees at the pre-acquisition Allegheny Ludlum facilities is being reduced.

     Stainless steel, nickel-based alloys and titanium sheet products are used in a wide variety of industrial and consumer applications. In 2005, approximately 50% by volume of our sheet products were sold to independent service centers, which have slitting, cutting or other processing facilities, with the remainder sold directly to end-use customers.

     Engineered strip and very thin Precision Rolled Strip^® are used by customers to fabricate a variety of products primarily in the automotive, construction and electronics markets. In 2005, approximately 90% by volume of our engineered strip and Precision Rolled Strip products were sold directly to end-use customers or through our own distribution network, with the remainder sold to independent service centers.

     Stainless steel, nickel-based alloys and titanium plate products are primarily used in industrial markets. In 2005, approximately 60% by volume of our plate products were sold to independent service centers, with the remainder sold directly to end-use customers.

     Grain-oriented silicon electrical steel is used in power transformers where electrical conductivity and magnetic properties are important. Nearly all of our grain-oriented silicon electrical steel products are sold directly to end-use customers. Tool steels are used for hand tools and for cutting, shaping, forming, blanking, and drilling of materials. Included in this category are our armor materials, which are designed to resist penetration by ballistic projectiles and to resist blasts.

Engineered Products Segment

The principal business of our Engineered Products segment includes the production of tungsten powder, tungsten heavy alloys, tungsten carbide materials and carbide cutting tools. The segment also produces carbon alloy steel impression die forgings, large grey and ductile iron castings, and provides precision metals processing services. The operations in this segment are ATI Metalworking Products, ATI Portland Forge, ATI Casting Service and Rome Metals.

     On April 5, 2005, we acquired U.K.-based Garryson Limited, a leading producer of tungsten carbide burrs, rotary tooling and specialty abrasive wheels and discs, for approximately $18 million in cash. This business was integrated into our Metalworking Products operation in 2005.

     We produce a line of sintered tungsten carbide products that approach diamond hardness for industrial markets including automotive, chemical processing, oil and gas, machine and cutting tools, construction and mining, and other markets requiring tools with extra hardness. Technical developments related to ceramics, coatings and other disciplines are incorporated in these products. We also produce tungsten and tungsten carbide powders.

     We forge carbon alloy steels into finished forms that are used primarily in the transportation and construction equipment markets. We also cast grey and ductile iron metals used in the transportation, wind power generation and automotive markets. We have precision metals processing capabilities that enable us to provide process services for most high-value metals from ingots to finished product forms. Such services include grinding, polishing, blasting, cutting, flattening, and ultrasonic testing.

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Competition

Markets for our products and services in each of our three business segments are highly competitive. We compete with many producers and distributors who, depending on the product involved, range from large diversified enterprises to smaller companies specializing in particular products. Factors that affect our competitive position are manufacturing costs, industry manufacturing capacity, the quality of our products, services and delivery capabilities, our capabilities to produce a wide range of specialty materials in various alloys and product forms, our technological capabilities including our research and development efforts, our marketing strategies, and the prices for our products and services.

     We face competition from both domestic and foreign companies, some of which are government subsidized. In 1999, the United States imposed antidumping and countervailing duties on dumped and subsidized imports of stainless steel sheet and strip in coils and stainless steel plate in coils from companies in ten foreign countries. These duties were reviewed by the U.S. Commerce Department in 2005 and generally remain in effect. We continue to monitor unfairly traded imports from foreign producers for appropriate action.

High Performance Metals segment — Major Competitors

Nickel-based alloys and superalloys and specialty steel alloys

• Carpenter Technology Corporation

• Special Metals Corporation

• ThyssenKrupp VDM GmbH, a company of ThyssenKrupp Stainless (Germany)

Titanium and titanium-based alloys

• Titanium Metals Corporation

• RMI Titanium, an RTI International Metals Company

• VSMPO — AVISMA (Russia)

Exotic alloys

• Cezus, a group member of AREVA (France)

• HC Stark, a division of the Bayer Group (Germany)

• Western Zirconium Plant of Westinghouse Electric Company, part of the Nuclear Utilities Business Group of British Nuclear Fuels (BNFL)

Flat-Rolled Products segment — Major Competitors

Stainless steel

• AK Steel Corporation

• North American Stainless (NAS), owned by Acerinox S.A. (Spain)

• Outokumpu Stainless Plate Products, owned by Outokumpu Oyj (Finland)

• Imports from

– Arcelor S.A. (France, Belgium and Germany)

– ThyssenKrupp Mexinox S.A. de C.V., group member of ThyssenKrupp AG

– ThyssenKrupp AG (Germany)

– Ta Chen International Corporation (Taiwan)

Engineered Products segment— Major Competitors

Tungsten and tungsten carbide products

• Kennametal Inc.

• Iscar (Israel)

• Sandvik AB (Sweden)

• Seco Tools AB (Sweden), owned by Sandvik A.B.

5

Raw Materials and Supplies

Substantially all raw materials and supplies required in the manufacture of our products are available from more than one supplier and the sources and availability of raw materials essential to our businesses are adequate. The principal raw materials we use in the production of our specialty metals are scrap (including iron-, nickel-, chromium-, titanium-, molybdenum-, and tungsten-bearing scrap), nickel, titanium sponge, zirconium sand and sponge, ferrochromium, ferrosilicon, molybdenum and molybdenum alloys, ammonium paratungstate, manganese and manganese alloys, cobalt, niobium, vanadium and other alloying materials.

     Purchase prices of certain principal raw materials have been volatile. As a result, our operating results may be subject to significant fluctuation. We use raw materials surcharge and index mechanisms to offset the impact of increased raw material costs; however, competitive factors in the marketplace can limit our ability to institute such mechanisms, and there can be a delay between the increase in the price of raw materials and the realization of the benefit of such mechanisms. For example, since we generally use in excess of 85 million pounds of nickel each year, a hypothetical increase of $1.00 per pound in nickel prices would result in increased costs of approximately $85 million. We also use in excess of 800 million pounds of ferrous scrap in the production of our flat-rolled products so that a hypothetical increase of $0.01 per pound in ferrous scrap prices would result in increased costs of approximately $8 million.

     In addition, certain of these raw materials, such as nickel, cobalt, ferrochromium and titanium sponge, can be acquired by us and our specialty metals industry competitors, in large part, only from foreign sources. Some of these foreign sources are located in countries that may be subject to unstable political and economic conditions, which might disrupt supplies or affect the price of these materials.

     We purchase our nickel requirements principally from producers in Australia, Canada, Norway, Russia, and the Dominican Republic. Zirconium sponge is purchased from a source in France, while zirconium sand is purchased from both U.S. and Australian sources. Cobalt is purchased primarily from producers in Canada. More than 80% of the world’s reserves of ferrochromium are located in South Africa, Zimbabwe, Albania, and Kazakhstan. We also purchase titanium sponge from sources in Kazakhstan, Japan and Russia.

Export Sales and Foreign Operations

International sales represented approximately 25% of our total annual sales in 2005, 20% of our total sales in 2004, and approximately 23% of our total sales in 2003. These figures include export sales by our U.S.-based operations to customers in foreign countries, which accounted for approximately 16%, 12%, and 14%, of our total sales in 2005, 2004, and 2003, respectively. Our overseas sales, marketing and distribution efforts are aided by our international marketing offices or by independent representatives located at various locations throughout the world.

     For 2005, our sales in the United States and Canada represented 75% and 2%, respectively, of total 2005 sales. Within Europe, our sales to the United Kingdom, Germany, and France represented 5%, 4% and 3%, respectively, of total 2005 sales. Within Asia, our 2005 sales to China and Japan represented 4% and 1%, respectively, of total sales.

     Our Allvac Ltd business has manufacturing capabilities in the United Kingdom and enhances service and responsiveness to customers by providing a sales and distribution network for our Allvac-US produced nickel-based, specialty steel and titanium-based alloys. Our Metalworking Products business, which has manufacturing capabilities in the United Kingdom and Switzerland, sells high precision threading, milling, boring and drilling components, tungsten carbide burrs, rotary tooling and specialty abrasive wheels and discs for the European market from locations in the United Kingdom, Switzerland, Germany, France, Italy and Spain. Our STAL joint venture in the People’s Republic of China produces Precision Rolled Strip products, which enables us to offer these products more effectively to markets in China and other Asian countries. Our Uniti LLC joint venture allows us to offer titanium products to industrial markets more effectively worldwide.

Backlog, Seasonality and Cyclicality

Our backlog of confirmed orders was approximately $972 million at December 31, 2005 and $556 million at December 31, 2004. We expect that approximately 98% of confirmed orders on hand at December 31, 2005 will be filled during the year ending December 31, 2006. Backlog of confirmed orders of our High Performance Metals segment was approximately $615 million at December 31, 2005 and $380 million at December 31, 2004. We expect that approximately 96% of the confirmed orders on hand at December 31, 2005 for this segment will be filled during the year ending December 31, 2006. Backlog of confirmed orders of our Flat-Rolled Products segment was approximately $245 million at December 31, 2005 and $70 million at December 31, 2004. We expect that all of the confirmed orders on hand at December 31, 2005 for this segment will be filled during the year ending December 31, 2006.

     Generally, our sales and operations are not seasonal. However, demand for our products are cyclical over longer periods because specialty metals customers operate in cyclical industries and are subject to changes in general economic conditions and other factors both external and internal to those industries.

6

Research, Development and Technical Services

We believe that our research and development capabilities give ATI an advantage in developing new products and manufacturing processes that contribute to the profitable growth potential of our businesses on a long-term basis. We conduct research and development at our various operating locations both for our own account and, on a limited basis, for customers on a contract basis. Research and development expenditures for each of our three segments for the years ended December 31, 2005, 2004, and 2003 included the following:

(In millions)	2005		2004		2003
Company-Funded:
High Performance Metals	$	4.9	$	4.7	$	6.7
Flat-Rolled Products		1.4		1.6		2.6
Engineered Products		2.1		1.9		2.2
	$	8.4	$	8.2	$	11.5
Customer-Funded:
High Performance Metals	$	1.5	$	1.3	$	1.9
Flat-Rolled Products		0.2		0.4		0.5
	$	1.7	$	1.7	$	2.4
Total Research and Development	$	10.1	$	9.9	$	13.9

     With respect to our High Performance Metals and Flat-Rolled Products segments, our research, development and technical service activities are closely interrelated and are directed toward cost reduction, process improvement, process control, quality assurance and control, system development, the development of new manufacturing methods, the improvement of existing manufacturing methods, the improvement of existing products, and the development of new products.

     We own several hundred United States patents, many of which are also filed under the patent laws of other nations. Although these patents, as well as our numerous trademarks, technical information, license agreements, and other intellectual property, have been and are expected to be of value, we believe that the loss of any single such item or technically related group of such items would not materially affect the conduct of our business.

Environmental, Health and Safety Matters

We are subject to various domestic and international environmental laws and regulations that govern the discharge of pollutants, and disposal of wastes, and which may require that we investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations. We could incur substantial cleanup costs, fines, civil or criminal sanctions, third party property damage or personal injury claims as a result of violations or liabilities under these laws or non-compliance with environmental permits required at our facilities. We are currently involved in the investigation and remediation of a number of our current and former sites as well as third party sites.

Employees

We have approximately 9,300 full-time employees. A portion of our workforce is covered by various collective bargaining agreements, principally with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union (“USW”), including: approximately 2,900 Allegheny Ludlum production, office and maintenance employees covered by collective bargaining agreements that are effective through June 2007, approximately 240 Allvac Albany, Oregon (Oremet) employees covered by a collective bargaining agreement that is effective through June 2007, approximately 590 Wah Chang employees covered by a collective bargaining agreement that continues through March 2008, approximately 270 employees at our Casting Service facility in LaPorte, Indiana, covered by a collective bargaining agreement that is effective through December 2007, and approximately 200 employees at our Portland Forge facility in Portland, Indiana, covered by collective bargaining agreements with three unions that are effective through April 2008.

Available Information

Our Internet website address is http://www.alleghenytechnologies.com. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as well as proxy and information statements and other information that we file, are available free of charge through our Internet website as soon as reasonably practicable after we electronically file such

7

material with, or furnish such material to, the United States Securities and Exchange Commission. Our Internet website and the content contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K. You may read and copy materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet website at http://www.sec.gov which contains reports, proxy and information statements and other information that we file electronically with the SEC.

Principal Officers of the Registrant*

Principal officers of the Company as of February 10, 2006 are as follows:

Name	Age		Title
L. Patrick Hassey		60	Chairman, President and Chief Executive Officer and Director
Richard J. Harshman		49	Executive Vice President, Finance and Chief Financial Officer
Douglas A. Kittenbrink		50	Executive Vice President, ATI Business System and Group President,
			Engineered Products Segment
Jack W. Shilling		62	Executive Vice President, Corporate Development and Chief Technical Officer
Jon D. Walton		63	Executive Vice President, Human Resources, Chief Legal and Compliance Officer,
			General Counsel and Corporate Secretary
Dale G. Reid		50	Vice President, Controller, Chief Accounting Officer and Treasurer

* Such officers are subject to the reporting and other requirements of Section 16 of the Securities Exchange Act of 1934, as amended.

Set forth below are descriptions of the business background for the past five years of the principal officers of the Company.

     L. Patrick Hassey has been President and Chief Executive Officer since October 1, 2003. He was elected to the Company’s Board of Directors in July 2003 and has served as Chairman since May 2004. Mr. Hassey was Executive Vice President and a member of the corporate executive committee of Alcoa, Inc. at the time of his early retirement in February 2003. He had served as Executive Vice President of Alcoa and Group President of Alcoa Industrial Components from May 2000 to October 2002. Prior to May 2000, he served as Executive Vice President of Alcoa and President of Alcoa Europe, Inc.

     Richard J. Harshman has served as Executive Vice President, Finance since October 2003 and Chief Financial Officer since December 2000. Mr. Harshman was Senior Vice President, Finance from December 2001 to October 2003 and Vice President, Finance from December 2000 to December 2001. Previously, he had served in a number of financial management roles for ATI and Teledyne, Inc.

     Douglas A. Kittenbrink has served as Executive Vice President, ATI Business System and Group President, Engineered Products Segment since October 2003. Mr. Kittenbrink was Executive Vice President and Chief Operating Officer from July 2001 to October 2003 and served as President of Allegheny Ludlum from April 2000 to November 2002.

     Jack W. Shilling has served as Executive Vice President, Corporate Development and Chief Technical Officer since October 2003. Dr. Shilling was Executive Vice President, Strategic Initiatives and Technology and Chief Technology Officer from July 2001 to October 2003. He served as President of the High Performance Metals Segment from April 2000 to July 2001.

     Jon D. Walton has been Executive Vice President, Human Resources, Chief Legal and Compliance Officer, General Counsel and Corporate Secretary since October 2003. Mr. Walton was Senior Vice President, Chief Legal and Administrative Officer from July 2001 to October 2003. Previously, he was Senior Vice President, General Counsel and Secretary.

     Dale G. Reid has served as Vice President, Controller, Chief Accounting Officer and Treasurer since December 2003. Mr. Reid was Vice President, Controller and Chief Accounting Officer from December 2000 through November 2003.

Item 1A. Risk Factors

There are inherent risks and uncertainties associated with our business that could adversely affect our operating performance and financial condition. Set forth below are descriptions of those risks and uncertainties that we believe to be material, but the risks and uncertainties described are not the only risks and uncertainties that could affect our business. See the discussion under “Forward Looking Statements” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this Annual Report on Form 10-K.

8

     Cyclical Demand for Products. The cyclical nature of the industries in which our customers operate causes demand for our products to be cyclical, creating uncertainty regarding future profitability. Various changes in general economic conditions affect the industries in which our customers operate. These changes include decreases in the rate of consumption or use of our customers’ products due to economic downturns. Other factors causing fluctuation in our customers’ positions are changes in market demand, lower overall pricing due to domestic and international overcapacity, currency fluctuations, lower priced imports and increases in use or decreases in prices of substitute materials. As a result of these factors, our profitability has been and may in the future be subject to significant fluctuation.

     Product Pricing. From time-to-time, intense competition and excess manufacturing capacity in the commodity stainless steel industry have resulted in reduced prices, excluding raw material surcharges, for many of our stainless steel products. These factors have had and may have an adverse impact on our revenues, operating results and financial condition.

     Although inflationary trends in recent years have been moderate, during the same period certain critical raw material costs, such as nickel and scrap containing iron and nickel, have been volatile. While we are able to mitigate some of the adverse impact of rising raw material costs through surcharges to customers, rapid increases in raw material costs may adversely affect our results of operations.

     We change prices on certain of our products from time-to-time. The ability to implement price increases is dependent on market conditions, economic factors, raw material costs and availability, competitive factors, operating costs and other factors, some of which are beyond our control. The benefits of any price increases may be delayed due to long manufacturing lead times and the terms of existing contracts.

     Risks Associated with Commercial Aerospace. A significant portion of the sales of our High Performance Metals segment represents products sold to customers in the commercial aerospace industry. The commercial aerospace industry is historically cyclical due to factors both external and internal to the airline industry. These factors include general economic conditions, airline profitability, consumer demand for air travel, varying fuel and labor costs, price competition, and international and domestic political conditions such as military conflict and the threat of terrorism. The length and degree of cyclical fluctuation are influenced by these factors and therefore are difficult to predict with certainty. Demand for our products in this segment is subject to these cyclical trends. For example, average prices per pound for our titanium mill products were below $12.00 for each of 2001, 2002 and 2003, and were $22.75 in 2005, and average prices per pound for our nickel-based and specialty alloys were below $7.00 for each of 2001, 2002 and 2003, and were $11.25 in 2005. A downturn in the commercial aerospace industry would adversely affect the prices at which we are able to sell these and other products, and our results of operations, business and financial condition could be materially adversely affected.

     Dependence on Critical Raw Materials Subject to Price and Availability Fluctuations. We rely to a substantial extent on third parties to supply certain raw materials that are critical to the manufacture of our products. Purchase prices and availability of these critical raw materials are subject to volatility. At any given time we may be unable to obtain an adequate supply of these critical raw materials on a timely basis, on price and other terms acceptable, or at all.

     If suppliers increase the price of critical raw materials, we may not have alternative sources of supply. In addition, to the extent that we have quoted prices to customers and accepted customer orders for products prior to purchasing necessary raw materials, or have existing contracts, we may be unable to raise the price of products to cover all or part of the increased cost of the raw materials.

     The manufacture of some of our products is a complex process and requires long lead times. As a result, we may experience delays or shortages in the supply of raw materials. If unable to obtain adequate and timely deliveries of required raw materials, we may be unable to timely manufacture sufficient quantities of products. This could cause us to lose sales, incur additional costs, delay new product introductions, or suffer harm to our reputation.

     We acquire certain important raw materials that we use to produce specialty materials, including nickel, chromium, cobalt, titanium sponge and ammonium paratungstate (APT), from foreign sources. Some of these sources operate in countries that may be subject to unstable political and economic conditions. These conditions may disrupt supplies or affect the prices of these materials.

     Volatility of Raw Material Costs. The prices for many of the raw materials we use have been extremely volatile. Since we value most of our inventory utilizing the last-in, first-out (LIFO) inventory costing methodology, a rapid rise in raw material costs has a negative effect on our operating results. Under the LIFO inventory valuation method, changes in the cost of raw materials and production activities are recognized in cost of sales in the current period even though these material and other costs may have been incurred at significantly different values due to the length of time of our production cycle. For example, in 2005, the increase in raw material costs on the LIFO inventory valuation method resulted in cost of sales which was $45.8 million higher than would have been recognized if we utilized the first-in, first-out (FIFO) methodology to value our inventory. In a period of rising raw material prices, cost of sales expense recognized under LIFO is generally higher than the cash costs incurred to acquire the inventory sold. Conversely, in a period of declining raw material prices, cost of sales recognized under LIFO is generally lower than cash costs incurred to acquire the inventory sold.

9

     Availability of Energy Resources. We rely upon third parties for our supply of energy resources consumed in the manufacture of our products. The prices for and availability of electricity, natural gas, oil and other energy resources are subject to volatile market conditions. These market conditions often are affected by political and economic factors beyond our control. Disruptions in the supply of energy resources could temporarily impair the ability to manufacture products for customers. Further, increases in energy costs, or changes in costs relative to energy costs paid by competitors, has and may continue to adversely affect our profitability. To the extent that these uncertainties cause suppliers and customers to be more cost sensitive, increased energy prices may have an adverse effect on our results of operations and financial condition.

     Risks Associated with Retirement Benefits. Our U.S. defined benefit pension plan was funded in accordance with ERISA as of December 31, 2005. Based upon current actuarial analyses and forecasts, we do not expect to be required to make contributions to the defined benefit pension plan for at least the next several years. However, a significant decline in the value of plan investments in the future or unfavorable changes in laws or regulations that govern pension plan funding could materially change the timing and amount of required pension funding. Depending on the timing and amount, a requirement that we fund our defined benefit pension plan could have a material adverse effect on our results of operations and financial condition.

     Risks Associated with Accessing the Credit Markets. Our ability to access the credit markets in the future to obtain additional financing, if needed, may be influenced by the Company’s credit rating. However, changes in our credit rating do not impact our access to our existing credit facilities.

     Credit Agreement Covenant. The agreement governing our secured bank credit facility imposes a number of covenants on us. For example, it contains covenants that create limitations on our ability to, among other things, effect acquisitions or dispositions or incur additional debt, and require us to, among other things, maintain a financial ratio when our available borrowing capacity measured under the credit agreement decreases below $75 million. Our ability to comply with the financial covenant may be affected by events beyond our control and, as a result, we may be unable to comply with the covenant, which may adversely affect our ability to borrow under our secured credit facility if the availability level is below $75 million.

     Risks Associated with Environmental Matters. We are subject to various domestic and international environmental laws and regulations that govern the discharge of pollutants, and disposal of wastes, and which may require that we investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations. We could incur substantial cleanup costs, fines and civil or criminal sanctions, third party property damage or personal injury claims as a result of violations or liabilities under these laws or non-compliance with environmental permits required at our facilities. We are currently involved in the investigation and remediation of a number of our current and former sites as well as third party sites.

     With respect to proceedings brought under the federal Superfund laws, or similar state statutes, we have been identified as a potentially responsible party (“PRP”) at approximately 28 of such sites, excluding those at which we believe we have no future liability. Our involvement is limited or de minimis at approximately 21 of these sites, and the potential loss exposure with respect to any of the remaining 7 individual sites is not considered to be material.

     We are a party to various cost-sharing arrangements with other PRPs at the sites. The terms of the cost-sharing arrangements are subject to non-disclosure agreements as confidential information. Nevertheless, the cost-sharing arrangements generally require all PRPs to post financial assurance of the performance of the obligations or to pre-pay into an escrow or trust account their share of anticipated site-related costs. In addition, the Federal government, through various agencies, is a party to several such arrangements.

     We believe that we operate our businesses in compliance in all material respects with applicable environmental laws and regulations. However, from time-to-time, we are a party to lawsuits and other proceedings involving alleged violations of, or liabilities arising from environmental laws. When our liability is probable and we can reasonably estimate our costs, we record environmental liabilities in our financial statements. In many cases, we are not able to determine whether we are liable, or if liability is probable, to reasonably estimate the loss or range of loss. Estimates of our liability remain subject to additional uncertainties, including the nature and extent of site contamination, available remediation alternatives, the extent of corrective actions that may be required, and the participation number and financial condition of other PRPs, as well as the extent of their responsibility for the remediation. We intend to adjust our accruals to reflect new information as appropriate. Future adjustments could have a material adverse effect on our results of operations in a given period, but we cannot reliably predict the amounts of such future adjustments. At December 31, 2005, our reserves for environmental matters totaled approximately $29 million. Based on currently available information, we do not believe that there is a reasonable possibility that a loss exceeding the amount already accrued for any of the sites with which we are currently associated (either individually or in the aggregate) will be an amount that would be material to a decision to buy or sell our securities. Future developments, administrative actions or liabilities relating to environmental matters, however, could have a material adverse effect on our financial condition or results of operations.

10

     Risks Associated with Current or Future Litigation and Claims. A number of lawsuits, claims and proceedings have been or may be asserted against us relating to the conduct of our currently and formerly owned businesses, including those pertaining to product liability, patent infringement, commercial, employment, employee benefits, taxes, environmental, health and safety and occupational disease, and stockholder matters. Due to the uncertainties of litigation, we can give no assurance that we will prevail on all claims made against us in the lawsuits that we currently face or that additional claims will not be made against us in the future. While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to us, we do not believe that the disposition of any such pending matters is likely to have a material adverse effect on our financial condition or liquidity, although the resolution in any reporting period of one or more of these matters could have a material adverse effect on our results of operations for that period. Also, we can give no assurance that any other matters brought in the future will not have a material effect on our financial condition, liquidity or results of operations.

     Labor Matters. We have approximately 9,300 full-time employees. A portion of our workforce is covered by various collective bargaining agreements, principally with the USW, including: approximately 2,900 Allegheny Ludlum production, office and maintenance employees covered by collective bargaining agreements, which are effective through June 2007; approximately 240 Allvac Albany, Oregon (Oremet) employees covered by a collective bargaining agreement, which is effective through June 2007; approximately 590 Wah Chang employees covered by a collective bargaining agreement, which continues through March 2008, approximately 270 employees at the Casting Service facility in LaPorte, Indiana, covered by a collective bargaining agreement, which is effective through December 2007, and approximately 200 employees at our Portland Forge facility in Portland, Indiana, covered by collective bargaining agreements with three unions that are effective through April 2008.

     Generally, agreements that expire may be terminated after notice by the union. After termination, the union may authorize a strike. A strike by the employees covered by one or more of the collective bargaining agreements could have a materially adverse affect on our operating results. There can be no assurance that we will succeed in concluding collective bargaining agreements with the unions to replace those that expire.

     Risks Associated with Strategic Capital Projects. From time-to-time, we undertake strategic capital projects in order to expand and upgrade our facilities and operational capabilities. For instance, in 2005 we announced major expansions of our titanium and premium-melt nickel-based alloy, superalloy and specialty alloy production capabilities. We intend to invest approximately $130 million in the aggregate through the end of 2006 to complete these strategic capital projects, and we expect to achieve an aggregate of more than $270 million of potential annual revenue growth from these projects when they are fully implemented. Our ability to achieve the anticipated increased revenues or otherwise realize acceptable returns on these investments or other strategic capital projects that we may undertake is subject to a number of risks, many of which are beyond our control, including a variety of market, operational, permitting, and labor related factors. In addition, the cost to implement any given strategic capital project ultimately may prove to be greater than originally anticipated. If we are not able to achieve the anticipated results from the implementation of any of our strategic capital projects, or if we incur unanticipated implementation costs, our results of operations and financial position may be materially adversely effected.

     Risks Associated with Acquisition and Disposition Strategies. We intend to continue to strategically position our businesses in order to improve our ability to compete. We plan to do this by seeking specialty niches, expanding our global presence, acquiring businesses complementary to existing strengths and continually evaluating the performance and strategic fit of existing business units. We consider acquisition, joint ventures, and other business combination opportunities as well as possible business unit dispositions. From time-to-time, management holds discussions with management of other companies to explore such opportunities. As a result, the relative makeup of the businesses comprising our Company is subject to change. Acquisitions, joint ventures, and other business combinations involve various inherent risks, such as: assessing accurately the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition or other transaction candidates; the potential loss of key personnel of an acquired business; our ability to achieve identified financial and operating synergies anticipated to result from an acquisition or other transaction; and unanticipated changes in business and economic conditions affecting an acquisition or other transaction. International acquisitions and other transactions could be affected by export controls, exchange rate fluctuations, domestic and foreign political conditions and a deterioration in domestic and foreign economic conditions.

     Internal Controls Over Financial Reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

11

     Insurance. We have maintained various forms of insurance, including insurance covering claims related to our properties and risks associated with our operations. Our existing property and liability insurance coverages contain exclusions and limitations on coverage. From time-to-time, in connection with renewals of insurance, we have experienced additional exclusions and limitations on coverage, larger self-insured retentions and deductibles and significantly higher premiums. As a result, in the future our insurance coverage may not cover claims to the extent that it has in the past and the costs that we incur to procure insurance may increase significantly, either of which could have an adverse effect on our results of operations.

     Political and Social Turmoil. The war on terrorism and recent political and social turmoil, including terrorist and military actions and the implications of the military actions in Iraq, could put pressure on economic conditions in the United States and worldwide. These political, social and economic conditions could make it difficult for us, our suppliers and our customers to forecast accurately and plan future business activities, and could adversely affect the financial condition of our suppliers and customers and affect customer decisions as to the amount and timing of purchases from us. As a result, our business, financial condition and results of operations could be materially adversely affected.

     Export Sales. We believe that export sales will continue to account for a significant percentage of our future revenues. Risks associated with export sales include: political and economic instability, including weak conditions in the world’s economies; accounts receivable collection; export controls; changes in legal and regulatory requirements; policy changes affecting the markets for our products; changes in tax laws and tariffs; and exchange rate fluctuations (which may affect sales to international customers and the value of profits earned on export sales when converted into dollars). Any of these factors could materially adversely effect our results for the period in which they occur.

     Risks Associated with Government Contracts. Some of our operating companies directly perform contractual work for the U.S. Government. Various claims (whether based on U.S. Government or Company audits and investigations or otherwise) could be asserted against us related to our U.S. Government contract work. Depending on the circumstances and the outcome, such proceedings could result in fines, penalties, compensatory and treble damages or the cancellation or suspension of payments under one or more U.S. Government contracts. Under government regulations, a company, or one or more of its operating divisions or units, can also be suspended or debarred from government contracts based on the results of investigations.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our principal domestic melting facilities for our high performance metals are located in Monroe, NC and Lockport, NY (vacuum induction melting, vacuum arc re-melt, electro-slag re-melt, plasma melting); Richland, WA (electron beam); and Albany, OR (vacuum arc re-melt). Production of high performance metals, most of which are in long product form, takes place at our domestic facilities in Monroe, NC, Lockport, NY, Richburg, SC and Albany, OR. In 2005, we announced an upgrading and restarting of approximately one-half of the capacity of our idled titanium sponge facility in Albany, OR. We expect this facility to begin production in the first half of 2006. In 2004, we completed a major upgrade and expansion of our long products rolling mill facility located in Richburg, SC. Our production of exotic alloys takes place at facilities located in Albany, OR, Huntsville, AL and Frackville, PA.

     Our principal domestic locations for melting stainless steel and other flat-rolled specialty metals are located in Brackenridge, Midland, Natrona and Latrobe, PA. In 2004, we completed the installation of the second of two new high-powered electric arc furnaces in our Brackenridge, PA melt shop, the first furnace having begun operation in November 2003. Hot rolling of material is performed at our domestic facilities in Brackenridge and Houston, PA. Finishing of our flat-rolled products takes place at our domestic facilities located in Brackenridge, Bagdad, Vandergrift, Midland and Washington, PA, and in Wallingford and Waterbury, CT, New Castle, IN, New Bedford, MA, and Louisville, OH.

     Our principal domestic facilities for the production of our engineered products are located in Nashville, TN, Huntsville, Grant and Gurley, AL, Houston, TX, and Waynesboro, PA (tungsten powder, tungsten carbide materials and carbide cutting tools and threading systems). Other domestic facilities in this segment are located in Portland, IN and Lebanon, KY (carbon alloy steel forgings); LaPorte, IN (grey and ductile iron castings); and southwestern Pennsylvania (precision metals conversion services).

     Substantially all of our properties are owned, and four of our properties are subject to mortgages or similar encumbrances securing borrowings under certain industrial development authority financings.

     We also own or lease facilities in a number of foreign countries, including France, Germany, Switzerland, United Kingdom, and the People’s Republic of China. We own and/or lease and operate facilities for melting and re-melting, machining and bar mill operations, laboratories and offices located in Sheffield, England. Through our STAL joint venture, we operate a facility for finishing Precision Rolled Strip products in the Xin-Zhuang Industrial Zone, Shanghai, China.

     Our executive offices, located in PPG Place in Pittsburgh, PA are leased.

     Although our facilities vary in terms of age and condition, we believe that they have been well maintained and are in sufficient condition for us to carry on our activities.

12

Item 3. Legal Proceedings

In a letter dated May 20, 2004, the EPA informed a subsidiary of the Company that it alleges that the company and forty other potentially responsible parties (PRPs) are not in compliance with the Unilateral Administrative Order (UAO) issued to the company and the PRPs for the South El Monte Operable Unit of the San Gabriel Valley (California) Superfund Site, a multi-part area-wide groundwater cleanup. The EPA indicated that it may take action to enforce the UAO and collect penalties, as well as reimbursement of the EPA’s costs associated with the site. The PRPs are in mediation with the EPA to resolve their obligations under the UAO on both technical and legal grounds, and enforcement of the UAO has been stayed.

     By letter dated November 29, 2005, the Pennsylvania Department of Environmental Protection (DEP) alleged that Allegheny Ludlum Corporation, a subsidiary of the Company, was in violation of the Pennsylvania Solid Waste Management Act (SWMA) and the rules and regulations promulgated thereunder. The letter describes alleged violations noted during various inspections of Allegheny Ludlum facilities conducted by the DEP between 2003 and 2005 and states that the DEP’s preliminary evaluation indicates that a civil penalty of $149,950 is being sought. Allegheny Ludlum disputes that the matters raised by the DEP amount to violations of the SWMA and will be meeting with the DEP to discuss its defenses.

     In 2005, the Allegheny County, Pennsylvania Health Department (ACHD) issued six Statements of Violation to Allegheny Ludlum, alleging that Allegheny Ludlum violated various local air emission regulations. Allegheny Ludlum denies the ACHD’s allegations that it violated the various air emission regulations and filed a timely appeal of the first Statement of Violation. Allegheny Ludlum and the ACHD have entered negotiations with respect to a consent order and agreement which would resolve all of the alleged violations. In the course of these discussions, the ACHD has stated that it is seeking a civil penalty of $289,725 and the performance of a supplemental environmental project.

     We become involved from time-to-time in various lawsuits, claims and proceedings relating to the conduct of our current and formerly owned businesses, including those pertaining to product liability, patent infringement, commercial, employment, employee benefits, taxes, environmental, health and safety and occupational disease, and stockholder matters. While we cannot predict the outcome of any lawsuit, claim or proceeding, our management believes that the disposition of any pending matters is not likely to have a material adverse effect on our financial condition or liquidity. The resolution in any reporting period of one or more of these matters, however, could have a material adverse effect on our results of operations for that period.

     Information relating to legal proceedings is included in Note 14, Commitments and Contingencies of the Notes to Consolidated Financial Statements and incorporated herein by reference.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.

PART II

Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters

Common Stock Prices

Our common stock is traded on the New York Stock Exchange (symbol ATI). At February 10, 2006, there were approximately 6,600 record holders of Allegheny Technologies Incorporated common stock. We paid a quarterly cash dividend of $0.06 per share on our common stock for each of the four quarters of 2004, and for the first three quarters of 2005. In the fourth quarter of 2005, we increased the quarterly cash dividend paid on our common stock to $0.10 per share. Our secured credit facility contains a restriction on our ability to pay cash dividends on our common stock. At December 31, 2005, the amount of dividends we could pay was $485 million. The ranges of high and low sales prices for shares of our common stock for the periods indicated were as follows:

	Quarter Ended
2005	March 31		June 30		September 30		December 31
High	$	26.05	$	25.56	$	30.98	$	36.53
Low	$	18.03	$	19.52	$	22.00	$	26.60

2004	March 31		June 30		September 30		December 31
High	$	13.94	$	18.40	$	20.50	$	23.48
Low	$	8.64	$	9.17	$	16.53	$	14.22

13

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Set forth below is information regarding the Company’s stock repurchases during the fourth quarter of the fiscal year ended December 31, 2005.

							(d) Maximum Number
					(c) Total Number of		(or Approximate Dollar
					Shares (or Units)		Value) of Shares (or
	(a) Total Number		(b) Average		Purchased as Part of		Units) that May Yet Be
	of Shares (or		Price Paid per		Publicly Announced		Purchased Under the
Period	Units) Purchased (1)		Share (or Unit)		Plans or Programs		Plans or Programs
Month 10 (10/1—10/31)		—		—		—		—
Month 11 (11/1—11/30)		—		—		—		—
Month 12 (12/1—12/31)		201	$	33.975		—		—
Total		201	$	33.975		—		—

(1) Shares withheld to satisfy employee owed taxes.

Item 6. Selected Financial Data

The following table sets forth selected volume, price and financial information for ATI. The financial information has been derived from our audited financial statements included elsewhere in this report for the years ended December 31, 2005, 2004 and 2003. The historical selected financial information may not be indicative of our future performance and should be read in conjunction with the information contained in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in Item 8. Financial Statements and Supplementary Data.

For the Years Ended December 31,	2005		2004		2003		2002		2001
Volume (000’s lbs.):
High Performance Metals — nickel-based and specialty alloys		39,939		34,353		35,168		35,832		51,899
High Performance Metals — titanium mill products		24,882		22,012		18,436		19,044		23,070
High Performance Metals — exotic alloys		4,018		4,318		4,245		3,712		3,457
Flat-Rolled Products		1,148,738		1,175,506		956,706		974,670		996,132
Commodity		652,870		666,560		486,206		614,321		554,102
High value		495,868		508,946		470,500		360,349		442,030
Average Prices (per lb.):
High Performance Metals — nickel-based and specialty alloys	$	11.25	$	8.60	$	6.57	$	6.39	$	6.31
High Performance Metals — titanium mill products		22.75		12.34		11.50		11.83		11.70
High Performance Metals — exotic alloys		40.38		40.95		37.64		36.29		33.52
Flat-Rolled Products		1.64		1.39		1.09		1.07		1.08
Commodity		1.26		1.18		0.83		0.78		0.78
High value		2.15		1.67		1.36		1.57		1.47

(In millions)
For the Years Ended December 31,	2005		2004		2003			2002			2001
Sales:
High Performance Metals	$	1,246.0	$	794.1	$	641.7		$	630.0		$	771.8
Flat-Rolled Products		1,900.5		1,643.9		1,043.5			1,040.3			1,080.4
Engineered Products		393.4		295.0		252.2			237.5			275.8
Total sales	$	3,539.9	$	2,733.0	$	1,937.4		$	1,907.8		$	2,128.0
Operating profit (loss):
High Performance Metals	$	335.3	$	84.8	$	26.2		$	31.2		$	82.0
Flat-Rolled Products		149.9		61.5		(14.1	)		(8.6	)		(40.0	)
Engineered Products		47.5		20.8		7.8			4.7			12.3
Total operating profit	$	532.7	$	167.1	$	19.9		$	27.3		$	54.3

14

(In millions except per share amounts)
For the Years Ended December 31,	2005			2004		2003			2002			2001
Income (loss) before income taxes and cumulative effect of change in accounting principle	$	307.1		$	19.8	$	(280.2	)	$	(103.8	)	$	(36.4	)
Income (loss) before cumulative effect of change in accounting principle		361.8			19.8		(313.3	)		(65.8	)		(25.2	)
Cumulative effect of change in accounting principle, net of tax		(2.0	)		—		(1.3	)		—			—
Net income (loss)	$	359.8		$	19.8	$	(314.6	)	$	(65.8	)	$	(25.2	)
Basic net income (loss) per common share:
Income (loss) before cumulative effect of change in accounting principle	$	3.76		$	0.23	$	(3.87	)	$	(0.82	)	$	(0.31	)
Cumulative effect of change in accounting principle		(0.02	)		—		(0.02	)		—			—
Basic net income (loss) per common share	$	3.74		$	0.23	$	(3.89	)	$	(0.82	)	$	(0.31	)
Diluted net income (loss) per common share:
Income (loss) before cumulative effect of change in accounting principle	$	3.59		$	0.22	$	(3.87	)	$	(0.82	)	$	(0.31	)
Cumulative effect of change in accounting principle		(0.02	)		—		(0.02	)		—			—
Diluted net income (loss) per common share	$	3.57		$	0.22	$	(3.89	)	$	(0.82	)	$	(0.31	)

(In millions except per share amounts)
As of and for the Years Ended December 31,	2005		2004		2003		2002		2001
Dividends declared per common share	$	0.28	$	0.24	$	0.24	$	0.66	$	0.80
Working capital		923.1		667.4		348.6		453.7		574.0
Total assets		2,731.6		2,315.7		1,903.2		2,106.1		2,643.2
Long-term debt		547.0		553.3		504.3		509.4		573.0
Total debt		560.4		582.7		532.1		519.1		582.2
Cash and cash equivalents		362.7		250.8		79.6		59.4		33.7
Stockholders’ equity		799.9		425.9		174.7		448.8		944.7

     Net income for 2005 included a $20.9 million net special gain, which included the tax benefit associated with the reversal of the Company’s remaining valuation allowance for U.S. Federal net deferred tax assets of $44.9 million, partially offset by asset impairments and charges related to legal matters of $22.0 million, and a $2.0 million charge, reported as a cumulative effect accounting change, net of tax, for conditional asset retirement obligations. Net income in 2004 was favorably impacted by a curtailment gain, net of restructuring costs, of $40.4 million. We did not recognize an income tax provision or benefit in 2004 primarily as a result of the uncertainty regarding full utilization of the net deferred tax asset and available operating loss carryforwards. Net income (loss) in 2003 was adversely affected by restructuring and litigation charges of $84.9 million and a $138.5 million charge to record a valuation allowance for the majority of the Company’s net deferred tax assets, and restructuring charges of $42.8 million in 2002, and $74.2 million in 2001.

     Stockholders’ equity for 2005 includes a $36 million reduction to adjust the minimum pension liability, and a $25 million increase for the tax benefit on stock-based compensation. Stockholders’ equity for 2004 includes $229.7 million in net proceeds from a common stock offering, and a $2 million increase to adjust the minimum pension liability. Stockholders’ equity for 2003 includes the effect of recognizing a $138.5 million valuation allowance on net deferred tax assets and a $47 million increase to adjust the minimum pension liability, net of related tax effects. Stockholders’ equity for 2002 includes the effect of recognizing a minimum pension liability of $406 million, net of related tax effects.

     Results from June 1, 2004 include the additional production capacity related to the acquisition of substantially all of the assets of J&L Specialty Steel, LLC.

     The Company adopted Financial Accounting Standards Board Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”), an interpretation of Statement of Financial Accounting Standards No. 143, “Asset Retirement Obligations” (“SFAS 143”) in the 2005 fourth quarter. The cumulative effect of adoption of FIN 47 was $2.0 million net of related tax effects, or $0.02 per share. The Company adopted SFAS 143 on January 1, 2003. The cumulative effect of adoption of SFAS 143 was $1.3 million net of related tax effects, or $0.02 per share. The effects on prior years’ financial information were not material.

15

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Allegheny Technologies Incorporated (ATI) uses innovative technologies to produce a wide range of specialty metals for global markets. Our specialty metals are produced in a variety of alloys and forms, and are selected for use in environments that demand materials having exceptional hardness, toughness, strength, resistance to heat, corrosion or abrasion, or a combination of these characteristics. Major end markets of our products include aerospace, defense, chemical processing, oil and gas, electrical energy, construction and mining, automotive, food processing equipment and appliances, machine and cutting tools, transportation, and medical industries. Unless the context requires otherwise, “ATI,” “we,” “our,” “us” and similar terms refer to Allegheny Technologies Incorporated and its subsidiaries.

     Certain statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are forward-looking statements. Actual results or performance could differ materially from those encompassed within such forward-looking statements as a result of various factors, including those described below.

Overview

In 2005, we focused on accelerating ATI’s profitability. Net income for the full year 2005 was $359.8 million, or $3.57 per share, compared to $19.8 million, or $0.22 per share for 2004. Sales increased 30% to $3.54 billion for 2005 as higher base-selling prices, the effect of raw material surcharges, and higher shipments for most of our major products resulted from improved business conditions in most of the major markets we serve.

     Sales for our High Performance Metals segment improved 57% to a record level of $1.25 billion primarily due to continuing strong demand from the aerospace and medical markets for our titanium alloys, nickel-based superalloys and vacuum melted specialty alloys, and continued strong demand for our exotic materials, especially from the defense and chemical processing markets. Operating profit for the High Performance Metals segment improved to $335.3 million, a 295% increase compared to 2004, due primarily to the improved pricing and increased shipments resulting from the increase in demand and the benefits from our cost reduction efforts, partially offset by the impact on the LIFO inventory accounting methodology from rising raw material costs. In our Flat-Rolled Products segment, demand for our commodity stainless steel sheet products was soft in the second half of 2005, following a strong first half, as a result of inventory management actions at service centers and elsewhere in the supply chain. Overall for 2005, sales for our Flat-Rolled Products segment increased 16% to $1.90 billion due to the improvement in the U.S. industrial economy, especially in most capital goods markets. This improvement in demand for the year and higher base-prices for most of the products of our Flat-Rolled Products segment, along with our acquisition of certain manufacturing assets of J&L Specialty Steel LLC (“J&L”) in mid-2004, and the benefits of cost reductions and lower costs for certain raw materials, offset the negative effects of higher energy costs, resulting in an operating profit for this segment of $149.9 million for 2005 compared to $61.5 million in 2004. Results for our Engineered Products segment also improved, as sales increased to $393 million, or 33% compared to 2004, and operating profit increased to $47.5 million, a 128% increase, due to improved demand from the oil and gas, construction and transportation markets, plus the benefits from our cost reduction actions, which offset the impact of rising raw material costs under the LIFO inventory accounting methodology.

     Segment operating profit increased by $365.6 million, compared to 2004. This significant improvement in segment profitability was achieved despite the negative impact from LIFO inventory reserve charges of $45.8 million, due to higher overall raw material costs, and higher energy costs of $45 million, which partially offset the benefits of $125 million in gross cost reductions.

     Retirement benefit expenses decreased in 2005 to $77.6 million, compared to $119.8 million in 2004, primarily as a result of higher than expected returns on pension assets during 2004, actions taken in the second quarter 2004 to control retiree medical costs, and the favorable effect of the Medicare prescription drug legislation, partially offset by the use of a lower discount rate assumption for determining benefit plan liabilities.

     During 2005, we continued to enhance our leading market positions, reduce costs, and improve our balance sheet. We also realized continued success in implementing the ATI Business System, which is driving lean manufacturing throughout our operations. Our accomplishments during 2005 from these important efforts included the following:

• We continued to grow our global market presence as international sales reached a record $870 million, or 25% of total sales, an increase of $314 million compared to 2004.

• In July 2005, we announced a major expansion of our titanium production capabilities. We intend to invest approximately $100 million through the end of 2006 to significantly increase our capacity to produce titanium and titanium alloys used for aero-engine rotating parts, airframe applications, and in other global markets. We expect more than $200 million of annual revenue growth potential when these projects are fully implemented in 2007. We expect to fund these capital expenditures through internal cash flow. Strategic capital projects associated with expanding our titanium production capabilities include:

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— Upgrading and restarting approximately one-half of the capacity of our idled titanium sponge facility in Albany, Oregon. We expect an annual production rate of 7.5 million pounds of titanium sponge from this facility beginning in the first half of 2006. Titanium sponge is an important raw material used to produce our titanium mill products.

— Constructing a third plasma arc melt cold-hearth furnace at ATI Allvac’s North Carolina operations. We expect this new furnace to be qualified for production by late 2006. Plasma arc melting is a superior cold-hearth melt process for making alloyed titanium products for aero-engine rotating parts and biomedical applications.

— Expanding high-value plate products capacity by 25%, primarily through investments at our plate products facilities in western Pennsylvania.

— Continued upgrading of our cold-rolling assets used in producing titanium sheet and strip products.

• In September 2005, we announced an expansion of our premium-melt nickel-based alloy, superalloy, and specialty alloy production capabilities. These investments are aimed at increasing our capacity to produce these high performance alloys used for aero-engine rotating parts, airframe applications, oil and gas exploration, extraction and refining, power generation land-based turbines and flue gas desulfurization pollution control units. These incremental capital investments of approximately $30 million through the end of 2006 are expected to be funded from internal cash flow. We expect approximately $70 million of annual revenue from these projects when they are implemented. Major projects of this expansion, which is expected to increase our premium-melt capacity by approximately 20%, include:

— Upgrading and expanding vacuum induction melt (VIM) capacity. VIM is a melting process designed for premium grades with high alloy content that require more precise chemistry control and lower impurity levels.

— Installation of two new electro-slag re-melt (ESR) furnaces and three new vacuum arc re-melt (VAR) furnaces. ESR and VAR furnaces are consumable electrode re-melting processes used to improve both the cleanliness and metallurgical structure of alloys.

• In April 2005, we continued to grow our Engineered Products segment by acquiring Garryson Limited, a leading U.K.-based producer of tungsten carbide burrs, rotary tooling and specialty abrasive wheels and discs, for approximately $18 million in cash. Garryson had sales of over $30 million in 2004. The acquired operations were integrated into ATI’s Metalworking Products operation.

• We realized gross cost reductions, before the effects of inflation, of $125 million in 2005, substantially exceeding our goal of $100 million. Over the past four years, we have reduced our salaried staffing levels by approximately 20% and our hourly staffing levels by 15%, including businesses acquired.

• We continued to realize significant improvement in safety. As a result of our continuing focus on and commitment to safety, in 2005 our OSHA Total Recordable Incident Rate improved by 30% and our Lost Time Case Rate improved by 40%, both compared to our 2002 baseline.

• We continued to strengthen our balance sheet as the significant improvement in operating results allowed us to internally fund our capital needs, invest an additional $188 million in managed working capital, and make a $100 million voluntary cash contribution to our U.S. defined benefit pension plan to improve its funded position. Cash on-hand at the end of 2005 was $363 million, an increase of $112 million from year-end 2004. Our net debt to total capitalization improved to 19.8% at December 31, 2005, compared to 43.8% and 72.1% at year-end 2004 and 2003, respectively.

• We enhanced our financial liquidity by amending our $325 million secured domestic revolving credit facility in August 2005 to extend the term of the credit facility to August 2010, add flexibility to execute various corporate actions without the prior consent of the bank group, reduce the costs of the credit facility, and incorporate a feature that would permit us to increase the size of the credit facility by up to $150 million, assuming we had sufficient collateral. We have not borrowed under this credit facility or its predecessor since it was established in 2003, although a portion of the facility has been utilized to support the issuance of letters of credit.

• With the continuing strength in our major end markets and confidence in ATI’s ability to continue to generate strong cash flow over the next several years, the Board of Directors increased the quarterly dividend by 67% to $0.10 per share in December 2005.

     As a result of these accomplishments, we believe that ATI should benefit from continuing strong business conditions in 2006 in most of our major markets: aerospace, defense, chemical process industry, oil and gas, electrical energy, and medical. Our investments in high-value titanium products and nickel-based alloys and superalloys are on schedule and are expected to impact results during the second half of 2006. We expect 2006 to improve on the profitable growth achieved in 2005. We expect cash flow to be strong in 2006 enabling us to continue to make strategic investments and improve the balance sheet. We have targeted $225 million of capital investments in 2006 in a self-funded growth strategy. We remain focused on cost reductions and have established a 2006 cost reduction goal of $100 million, before the effects of inflation. We remain dedicated to our disciplined plan and vision as we move to the profitable growth phase of Building the World’s Best Specialty Metals Company.

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Results of Operations

Sales were $3.54 billion in 2005, $2.73 billion in 2004 and $1.94 billion in 2003. International sales represented approximately 25% of 2005 total sales, 20% of 2004 total sales and 23% of total sales for 2003.

     Segment operating profit was $532.7 million in 2005, $167.1 million in 2004, and $19.9 million in 2003. Our measure of segment operating profit, which we use to analyze the performance and results of our business segments, excludes income taxes, corporate expenses, net interest expense, retirement benefit expense, other costs net of gains on asset sales, and curtailment gains, management transition and restructuring costs, if any. We believe segment operating profit, as defined, provides an appropriate measure of controllable operating results at the business segment level.

     Income before tax and the cumulative effect of change in accounting principle was $307.1 million in 2005 and $19.8 million in 2004, and was a loss before tax of $280.2 million for 2003. For 2005, income before tax included a restructuring charge of $23.9 million for asset impairments and a charge of $12.6 million for legal matters. Income before tax for 2004 included a curtailment gain, net of restructuring charges, of $40.4 million. Loss before tax for 2003 included restructuring charges and litigation expense of $84.9 million. Retirement benefit expenses declined to $77.6 million in 2005 from $119.8 million in 2004, and $134.4 million in 2003 due to actions taken in mid-2004 to control retiree medical costs, favorable investment returns from improving equity markets, and the favorable impact of the Medicare prescription drug legislation, partially offset by the use of progressively lower discount rate assumptions for determining benefit plan liabilities.

     Net income before the cumulative effect of change in accounting principle was $361.8 million for 2005 and $19.8 million for 2004, and was a loss of $313.3 million for 2003. Net income for 2005 included a $20.9 million net special gain, which included a tax benefit associated with the reversal of the Company’s remaining valuation allowance for U.S. Federal net deferred tax assets, partially offset by asset impairments charges in the Flat-Rolled Products segment, charges for legal matters, and the cumulative effect of adopting a new accounting principle for conditional asset retirement obligations. Results for 2004 did not include an income tax provision or benefit for current or deferred taxes primarily as a result of the uncertainty regarding full utilization of our net deferred tax assets and available operating loss carryforwards. Net income for 2004 included a curtailment gain, net of restructuring costs of $40.4 million, related to the elimination of retiree medical benefits for certain non-collectively bargained employees beginning in 2010, and costs associated with the acquisition of the J&L assets and the new labor agreement. The net loss for 2003 included a $138.5 million charge for a valuation allowance on the majority of our net deferred tax assets, pretax restructuring charges of $62.4 million relating to asset impairments in the Flat-Rolled Products segment and workforce reductions across all operating segments and the corporate office, and $22.5 million for litigation expense. As a result of recording the deferred tax valuation allowance, results for 2003 include an income tax provision of $33.1 million.

     We operate in three business segments: High Performance Metals, Flat-Rolled Products and Engineered Products. These segments represented the following percentages of our total revenues for the years indicated:

	2005	2004	2003
High Performance Metals	35%	29%	33%
Flat-Rolled Products	54%	60%	54%
Engineered Products	11%	11%	13%

     Information with respect to our business segments is presented below and in Note 10 of the Notes to Consolidated Financial Statements.

High Performance Metals

(In millions)	2005			% Change			2004			% Change			2003
Sales to external customers	$	1,246.0			57	%	$	794.1			24	%	$	641.7
Operating profit		335.3			295	%		84.8			224	%		26.2
Operating profit as a percentage of sales		26.9	%					10.7	%					4.1	%
International sales as a percentage of sales		32.6	%					32.5	%					34.8	%

     Our High Performance Metals segment produces, converts and distributes a wide range of high performance alloys, including nickel- and cobalt-based alloys and superalloys, titanium and titanium-based alloys, exotic alloys such as zirconium, hafnium, niobium, nickel-titanium, and their related alloys, and other specialty metals, primarily in long product forms such as ingot, billet, bar, rod, wire, and seamless tube. These products are designed for the high performance requirements of such major markets as aerospace jet engines and airframes, chemical processing, oil and gas, medical, power generation, defense, transportation, nuclear power, marine, and high-energy physics markets. The operations in this segment are ATI Allvac, ATI Allvac Ltd (U.K.) and ATI Wah Chang.

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2005 Compared to 2004

Sales for the High Performance Metals segment increased 57% to $1,246.0 million in 2005 primarily due to continuing strong demand from the aerospace, defense, oil and gas, medical, and power generation markets. Our exotic alloys business continued to benefit from demand from the aerospace, defense, chemical processing, and medical markets. Operating profit for the High Performance Metals segment improved significantly to $335.3 million as a result of increased shipments for most of our products, higher selling prices, and the benefits of gross cost reductions. Comparative information on the segment’s products for the years ended December 31, 2005 and 2004 was:

For the Years Ended December 31,	2005		2004		% Change
Volume (000’s lbs.):
Nickel-based and specialty steel alloys		39,939		34,353		16	%
Titanium mill products		24,882		22,012		13	%
Exotic alloys		4,018		4,318		(7	%)
Average Prices (per lb.):
Nickel-based and specialty steel alloys	$	11.25	$	8.60		31	%
Titanium mill products		22.75		12.34		84	%
Exotic alloys		40.38		40.95		(1	%)

     Shipments of nickel-based and specialty steel alloys increased 16% and average prices increased 31%. Titanium mill products shipments increased 13% and average prices increased 84%. Shipments for exotic alloys decreased 7% and average prices decreased 1%, primarily due to product mix. Backlog of confirmed orders for the segment increased 62% to approximately $615 million at December 31, 2005, compared to approximately $380 million at December 31, 2004.

     Aerospace represents a significant market for our High Performance Metals segment, especially for premium quality specialty metals used in the manufacture of jet engines for the original equipment and spare parts market segments. In addition, we are becoming a larger supplier of specialty metals used in airframe construction. The demand from the aerospace market has recovered from the decline after the effect of the tragedy of September 11, 2001. Annually, revenue passenger miles and freight miles have increased 9.3% and 2.5%, respectively, since 2003, according to the International Civil Aviation Organization (ICAO). Commercial and military jet aircraft deliveries of new aircraft have increased 5.8% annually since 2003. Due to manufacturing cycle times, demand for our specialty metals leads the deliveries of new aircraft by 12 to 18 months. In addition, as our specialty metals are used in jet engines, demand for our products for spare parts is impacted by aircraft flight activity and resulting mandated engine refurbishment requirements.

Airline Miles — Revenue Passenger
(Worldwide, per year)

	70		75		80		85		90		95		00		05
Revenue Passenger Miles
(Billions)		286		433		677		850		1177		1397		1875		2219

Source: International Civil
Aviation Organization

Airline Miles — Freight
(Worldwide, per year)

	70		75		80		85		90		95		00		05
Freight Ton-Miles
(Billions)		16.46		15.26		22.64		30.3		43.92		60.8		84.937		85

Source: International Civil Aviation Organization

Commercial & Military Jet Aircraft Deliveries
(Worldwide, per year)

96	97		98		99		00		01		02		03		04		05
580		841		1,134		1,282		1,225		1,276		1,136		1,088		1,180		1,217

Source: Airline Monitor, Forecast International

     Segment operating profit for 2005 and 2004 was adversely affected by higher raw material costs, which increased significantly in the past three years. These higher costs, while largely recovered in product selling prices through raw material indices, had a negative effect on cost of sales as a result of our LIFO inventory accounting methodology, resulting in LIFO inventory valuation reserve charges of $46.0 million in 2005, and $16.2 million in 2004.

     We continued to aggressively reduce costs in 2005. Gross cost reductions, before the effects of inflation, for 2005 totaled approximately $34 million. Major areas of gross cost reductions included $20 million from operating efficiencies, $11 million from procurement, and $2 million from salaried and hourly labor cost savings.

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     In 2005, we announced strategic capital investments to expand our titanium and nickel-based alloy and specialty alloy production capabilities, which include:

• Upgrading and restarting approximately one-half of the capacity of our idled titanium sponge facility in Albany, Oregon. We expect an annual production rate of 7.5 million pounds of titanium sponge from this facility beginning in the first half of 2006. Titanium sponge is a key raw material used to produce our titanium mill products.

• Constructing a third plasma arc melt cold-hearth furnace at ATI Allvac’s North Carolina operations. We expect this new furnace to be qualified for production by late 2006. Plasma arc melting is a superior cold-hearth melt process for making alloyed titanium products for aero-engine rotating parts and biomedical applications.

• Upgrading and expanding vacuum induction melt (VIM) capacity. VIM is a melting process designed for premium grades of nickel-based alloys and superalloys that require more precise chemistry control and lower impurity levels.

• Installation of new electro-slag re-melt (ESR) and new vacuum arc re-melt (VAR) furnaces. ESR and VAR furnaces are consumable electrode re-melting processes used to improve both the cleanliness and metallurgical structure of alloys.

These projects are expected to cost approximately $110 million and be fully implemented in 2007.

2004 Compared to 2003

Sales for the High Performance Metals segment increased 24% to $794.1 million in 2004 primarily due to improved demand from the aerospace, medical, defense, chemical processing, and oil and gas markets. Our exotic alloys business continued to benefit from sustained demand from defense and medical markets, and from corrosion markets particularly in Asia. Operating profit for the High Performance Metals segment improved significantly to $84.8 million as a result of increased shipments for most of our products, higher selling prices, and the benefits of cost reductions.

     Shipments of nickel-based and specialty steel alloys decreased 2%, while average prices increased 31%. Titanium mill products shipments increased 19% and average prices increased 7%. Shipments for exotic alloys increased 2% and average prices increased 9%. Backlog of confirmed orders for the segment increased 41% to approximately $380 million at December 31, 2004, compared to approximately $270 million at December 31, 2003.

     Operating profit for 2004 and 2003 was adversely affected by higher raw material costs, which increased significantly in the past two years. These higher costs, while largely recovered in product selling prices through raw material indices, had a negative effect on cost of sales as a result of our LIFO inventory accounting methodology, resulting in LIFO inventory valuation reserve charges of $16.2 million in 2004 and $11.7 million in 2003.

     Gross cost reductions, before the effects of inflation, for 2004 totaled approximately $48 million. Major areas of gross cost reductions included $21 million from operating efficiencies, $13 million from procurement, and $14 million from hourly and salary labor cost savings. During 2003, we implemented workforce reductions, which affected approximately 200 employees, or 19% of the salaried workforce. In connection with these reductions, which were substantially completed by the end of 2003, we recorded charges of $3 million for the related severance costs. These expenses are presented as restructuring costs on the statement of operations and are not included in the results for the segment.

     We continued to invest to enhance our specialty metals capabilities, increase efficiencies and reduce costs. Our strategic capital investment to enhance the capabilities of our long products rolling mill facility located in Richburg, SC, which cost approximately $48 million, began construction in 2002 and commenced production in the second quarter of 2004. The project included mutual conversion agreements with Outokumpu Oyj’s U.S. subsidiary, Outokumpu Stainless, giving us access to process our products at Outokumpu Stainless’ facility and Outokumpu Stainless access to process their stainless steel long products at our Richburg facility.

Flat-Rolled Products

(In millions)	2005			% Change			2004			% Change			2003
Sales to external customers	$	1,900.5			16	%	$	1,643.9			58	%	$	1,043.5
Operating income (loss)		149.9			144	%		61.5			n/m			(14.1	)
Operating income (loss) as a percentage of sales	7.9		%					3.7	%					(1.4	%)
International sales as a percentage of sales		18.5	%					12.9	%					13.5	%

n/m: Not meaningful

     Our Flat-Rolled Products segment produces, converts and distributes stainless steel, nickel-based alloys, and titanium and titanium-based alloys, in a variety of product forms including plate, sheet, strip, engineered strip, and Precision Rolled Strip^® products, as well as grain-oriented silicon electrical steel sheet, and tool steels. The major end markets for our flat-rolled products are construction and mining, automotive, electrical energy, food processing equipment and appliances, machine and

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cutting tools, chemical processing, oil and gas, electronics, communication equipment and computers. The operations in this segment are ATI Allegheny Ludlum, our 60% interest in the Chinese joint venture company known as Shanghai STAL Precision Stainless Steel Company Limited (STAL), and our 50% interest in the industrial titanium joint venture known as Uniti LLC. The remaining 40% interest in STAL is owned by the Baosteel Group, a state authorized investment company whose equity securities are publicly traded in the People’s Republic of China. The financial results of STAL are consolidated into the segment’s operating results with the 40% interest of our minority partner recognized in the consolidated statement of operations as other income or expense. The remaining 50% interest in Uniti LLC is held by VSMPO, a Russian producer of titanium, aluminum, and specialty steel products. We account for the results of the Uniti joint venture using the equity method since we do not have a controlling interest.

Acquisition of J&L Specialty Steel LLC Assets

On June 1, 2004, we completed the acquisition of substantially all of the assets of J&L Specialty Steel LLC, a producer of flat-rolled stainless steel products with operations in Midland, Pennsylvania and Louisville, Ohio, for $69.0 million in total consideration, including the assumption of certain current liabilities. The purchase price included $7.5 million cash paid at closing, the issuance to the seller of a non-interest bearing $7.5 million promissory note paid on June 1, 2005, and the issuance to the seller of a promissory note in the principal amount of $54.0 million, which is subject to final adjustment, and secured by the property, plant and equipment acquired, payable in installments in 2007 through 2011, which bears interest at a London Inter-bank Offered Rate plus a 1% margin, with a maximum interest rate of 6%.

     In connection with the J&L asset acquisition, we reached a new labor agreement with the USW, which represents employees at Allegheny Ludlum and at the former J&L facilities. The agreement provided for a workforce restructuring through which we expect to achieve significant productivity improvements. Through a reduction in the number of job classifications and the implementation of flexible work rules, employees are being given broader responsibilities and the opportunity to become more involved in the business. The number of production and maintenance employees at the pre-acquisition Allegheny Ludlum facilities is being reduced by 650 employees, or approximately 25%, through an early retirement program over two and a half years pursuant to which the employees are being offered transition incentives. Approximately 40% of these retirements occurred in second half of 2004, with over 70% of these retirements having taken place by the end of 2005, and 100% of these retirements to be effective by June 2006.

     The acquisition of the J&L assets and the negotiation of the new progressive labor agreement with the USW are expected to improve the performance of our Allegheny Ludlum business. We expect the new labor agreement, combined with the integration of the former J&L operations, to generate annual cost structure improvements relative to the combined performance of the former J&L and pre-acquisition Allegheny Ludlum operations of approximately $200 million when workforce restructuring and synergies are fully implemented in the second half of 2006. We anticipate these cost structure improvements to come from reduced labor costs, operating synergies, improved product mix, and reduced fixed costs. In the aggregate, we expect these initiatives to result in a competitive cost structure for our flat-rolled stainless steel business. During the second half of 2004, the former J&L operations were successfully integrated into Allegheny Ludlum with the improvement in cost structure realized to date reflected in our operating results. Cost savings realized from the J&L asset acquisition and the new labor agreement are included as part of our continuing overall cost reduction programs.

2005 Compared to 2004

Sales for the Flat-Rolled Products segment for 2005 were $1.90 billion, or 16% higher than 2004, due primarily to higher average base-selling prices and higher average raw material surcharges, partially offset by a decrease in demand in the second half of 2005. Comparative information on the segment’s products for the years ended December 31, 2005 and 2004 was:

For the Years Ended December 31,	2005		2004		% Change
Volume (000’s lbs.):
Total Flat-Rolled Products		1,148,738		1,175,506		(2	%)
Commodity		652,870		666,560		(2	%)
High value		495,868		508,946		(3	%)
Average Prices (per lb.):
Total Flat-Rolled Products	$	1.64	$	1.39		18	%
Commodity		1.26		1.18		7	%
High value		2.15		1.67		29	%

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     Shipments in 2005 decreased by 2% to 1,149 million pounds compared to shipments of 1,176 million pounds for 2004. The average transaction prices to customers, which includes the effect of higher average raw material surcharges and higher average base-selling prices, increased by 18% to $1.64 per pound in 2005. Shipments of commodity products (including stainless steel hot roll and cold roll sheet, and stainless steel plate, among other products) decreased 2% and average transaction prices for these products increased 7%. The decrease in shipments was primarily attributable to inventory adjustments in the second half of 2005 by service center customers primarily for stainless steel sheet. In 2005, consumption in the U.S. of stainless steel strip, sheet and plate products decreased approximately 10%, compared to 2004 consumption, according to the Specialty Steel Institute of North America (SSINA). Demand from the capital goods markets such as chemical processing, oil and gas, and power generation markets remained strong throughout 2005. We experienced a weakening in demand from the automotive, construction and mining, and appliances markets.

Apparent Domestic Consumption
Stainless Sheet and Strip
(Millions of tons)

	00		01		02		03		04		05
Millions/Tons		1.88		1.55		1.58		1.57		1.81		1.62

Source: SSINA

The majority of our flat-rolled products are sold at prices that include surcharges for raw materials, including purchased scrap, that are required to manufacture our products. These raw materials include iron, nickel, chromium, and molybdenum.

Iron Scrap Prices
($/Gross Ton)

97	98		99		00		01		02		03		04		05
135		146		92		133		88		79		117		204		223

Nickel Prices
($/lb)

97	98		99		00		01		02		03		04		05
3.21		2.49		1.94		3.77		3.18		2.74		3.64		6.96		6.58

Source: London Metal Exchange

Chromium Prices
($/lb)

97	98		99		00		01		02		03		04		05
0.429		0.490		0.365		0.441		0.400		0.280		0.349		0.564		0.705

Source: Platts Metals Week

Molybdenum Oxide
($/lb)

97	98		99		00		01		02		03		04		05
4.42		3.75		2.64		2.53		2.21		2.65		3.65		7.94		31.93

Source: Platts Metals Week

     Our Flat-Rolled Products segment high-value product shipments, which include engineered strip, Precision Rolled Strip, super stainless steel, nickel alloy, titanium, grain-oriented silicon electrical steel, and tool steel products, decreased 3%, while average transaction prices for our high-value products increased 29%, primarily due to product mix. We now classify grain-oriented silicon electrical steel and tool steel as high-value products. Shipments declined primarily due to softness in automotive markets partially offset by strong capital goods and power generation markets, especially in Asia. Our international sales, which were primarily comprised of high value products, increased $138.6 million to $350.9 million, and represented a record 18.5% of sales for the Flat-Rolled Products segment.

     Operating income increased to $149.9 million for 2005 compared to $61.5 million in the 2004 period. The benefits of higher average base-selling prices, cost reduction initiatives, additional surcharges, and a change in the LIFO inventory valuation reserve due to lower raw material costs, were partially offset by lower shipments and higher energy costs. During 2005, the average cost of our raw materials in our Flat-Rolled products segment decreased approximately 9% compared to the 2004 average cost. This compares to an increase of approximately 50% in 2004, compared to 2003. As a result, for 2005 we recognized a benefit of $8.9 million under the LIFO inventory costing methodology. In 2004, we recorded a LIFO inventory valuation reserve charge of approximately $86.5 million as a result of the higher raw material costs. Natural gas and electricity costs, net of benefits from natural gas hedges, for 2005 were approximately $39.5 million higher than 2004.

     We continued to aggressively reduce costs and streamline our operations. In 2005, we achieved gross cost reductions, before the effects of inflation, of approximately $85 million in our Flat-Rolled Products segment. Major areas of gross cost reductions included $24 million from operating efficiencies, $49 million from procurement, and $12 million from lower compensation and fringe benefit expenses. At the end of 2005, we decided to indefinitely idle the West Leechburg, PA flat-rolled products finishing facility. This idling is expected to occur in stages during 2006. We expect the facility consolidation to result in annual cost reductions of approximately $10 million beginning in 2007. These restructuring charges of $17.5 million, plus charges of $8.5 million for fair market value adjustments of previously recognized asset impairments, are excluded from 2005 segment operating profit.

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     In 2005, we announced strategic capital programs to expand our titanium and nickel-based alloy and specialty alloy production capabilities which include expanding high-value plate products capacity by 25%, upgrading our flat-rolled cold-rolling assets used to produce titanium sheet and strip products, and expanding premium product re-melting capacity. These projects are expected to cost approximately $16 million and be fully implemented in 2007.

2004 Compared to 2003

Sales for the Flat-Rolled Products segment for 2004 were $1.64 billion, or 58% higher than 2003, due primarily to improved demand, higher base-selling prices, higher raw material surcharges, and higher shipments resulting from the Midland, PA and Louisville, OH facilities acquired as part of the acquisition of the J&L assets in June 2004.

     Shipments in 2004 increased by 23% to 1,176 million pounds compared to shipments of 957 million pounds for 2003. The average transaction prices to customers, which includes the effect of higher raw material surcharges and higher base-selling prices, increased by 28% to $1.39 per pound in 2004. Shipments of commodity products (including stainless steel hot roll and cold roll sheet, and stainless steel plate, among other products) increased 37% and average transaction prices for these products increased 42%. The increase in shipments was primarily attributable to improving demand from the residential construction and remodeling markets, and capital goods markets such as chemical processing, oil and gas, and power generation markets, and the benefit of additional capacity resulting from the Midland, PA and Louisville, OH facilities acquired in June 2004. Demand remained good from the automotive and appliance markets. The increase in average transaction prices was primarily due to higher base-selling prices and higher raw material surcharges.

     The cost of raw materials increased significantly in 2004, which resulted in substantially higher raw material surcharges. In addition, a raw material surcharge for iron scrap was instituted in the first half of 2004 as a result of the cost of iron scrap increasing approximately 70% in 2004 compared to the average cost for 2003. The average base-selling price in December 2004 for Type 304 commodity stainless steel cold-rolled sheet increased approximately 28% compared to the same period in 2003. In 2004, consumption in the U.S. of stainless steel strip, sheet and plate products increased approximately 15%, compared to 2003 consumption, according to the SSINA. Our high-value product shipments in the segment (including strip, Precision Rolled Strip, super stainless steel, grain-oriented silicon electrical steel, nickel alloy and titanium products) increased 8%, and average transaction prices for high-value products increased 23%. Certain of these high-value products are used in the consumer durables and capital goods markets, both of which benefited from an improving U.S. economy in the markets we serve, which positively affected shipments and base-selling prices. In addition, shipments of Precision Rolled Strip products increased in Europe and Asia due primarily to strong demand from the automotive and electronics markets, partially aided by the weaker U.S. currency.

     As a result of the improving business conditions, operating income increased to $61.5 million for 2004 compared to an operating loss of $14.1 million in the 2003 period. The benefits of increased shipment volumes, higher base-selling prices, and cost reduction initiatives were partially offset by higher raw material and energy costs. During 2004 the average cost of our raw materials in our Flat-Rolled products segment increased approximately 50%. For 2004, we incurred approximately $94 million of expense for these cost increases, including LIFO inventory valuation reserve charges of $86.5 million, and cost increases of $7.5 million for certain raw materials which were not subject to surcharges for the full year. In addition, natural gas and electricity costs for 2004 were approximately $5 million higher than 2003.

     We continued to aggressively reduce costs and streamline our operations. In 2004, we achieved gross cost reductions, before the effects of inflation, of $80 million in our Flat-Rolled Products segment. Major areas of cost reductions, before the effects of inflation, included $26 million from operating efficiencies, $28 million from procurement, $24 million from lower compensation and fringe benefit expenses, and $2 million from other fixed cost savings. During the second half of 2004, we began reducing our hourly workforce at our Allegheny Ludlum plants by 650 employees, which represented approximately 25% of the pre-J&L acquisition hourly workforce, in accordance with the new labor agreement with the USW. This agreement resulted in a pension termination benefits charge of $25.3 million in the second quarter 2004. The pension termination benefits charge is presented in restructuring costs on the statement of operations and is not included in the results for the segment. During 2003, we implemented workforce reductions of approximately 140 salaried employees representing approximately 13% of the salaried workforce. These workforce reductions were substantially complete by the end of 2003 and resulted in a pretax severance charge of $5 million in 2003. In addition, we indefinitely idled our Washington Flat-Rolled coil facility located in Washington, PA and recorded an asset impairment charge related to the remaining assets located at Houston, PA reflecting projected utilization. These actions resulted in a total pretax, non-cash asset impairment charge of $47.5 million in the 2003 fourth quarter. These expenses are presented as restructuring costs on the statement of operations and are not included in the results for the segment. From 2000 to 2003, the salaried workforce was reduced by approximately 41%.

     We continued to invest to enhance our flat-rolled specialty metals capabilities, increase efficiencies and reduce costs. Our strategic capital investment to upgrade the Brackenridge, PA melt shop, which commenced in 2002 and cost approximately $40 million, was successfully completed. The first of the two new electric arc furnaces began operation in November 2003 and the second furnace began operation in September 2004.

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Engineered Products

(In millions)	2005			% Change			2004			% Change			2003
Sales to external customers	$	393.4			33	%	$	295.0			17	%	$	252.2
Operating profit		47.5			128	%		20.8			168	%		7.8
Operating profit as a percentage of sales		12.1	%					7.1	%					3.1	%
International sales as a percentage of sales		28.6	%					28.9	%					31.0	%

     Our Engineered Products segment includes the production of tungsten powder, tungsten heavy alloys, tungsten carbide materials and carbide cutting tools. The segment also produces carbon alloy steel impression die forgings, and large grey and ductile iron castings, and provides precision metals processing services. The operations in this segment are ATI Metalworking Products, ATI Portland Forge, ATI Casting Service and Rome Metals. On April 5, 2005, we acquired U.K.-based Garryson Limited (“Garryson”), a leading producer of tungsten carbide burrs, rotary tooling and specialty abrasive wheels and discs. The acquisition was accounted for as a purchase, and our results include Garryson’s sales and earnings from the acquisition date.

     The major markets served by our products of the Engineered Products Segment include a wide variety of industrial markets including automotive, chemical processing, oil and gas, machine and cutting tools, construction and mining, aerospace, transportation, and wind power generation.

2005 Compared to 2004

Sales for the Engineered Products segment in 2005 increased 33%, to $393.4 million, and operating profit increased 128%, to $47.5 million, both compared to 2004. Demand for our tungsten products was strong from the oil and gas, mining, and automotive markets. Demand remained strong for forgings from the Class 8 truck, and construction and mining markets. Demand for our cast products was strong from the transportation and wind energy markets. Demand was very strong for our titanium precision metal processing conversion services.

     The improvement in segment sales was primarily due to higher selling prices and increased volume, including shipments from our U.K.-based ATI Garryson Limited cutting tool operations acquired in April 2005. Segment operating profit improved to $47.5 million in 2005, principally as a result of improved pricing and the benefits of cost reductions, which totaled $6.9 million. Operating profit included a LIFO inventory valuation reserve charge of $8.7 million in 2005 and a charge of $9.5 million in 2004 as a result of higher raw material costs and inventory levels.

     In 2005, we continued to invest to enhance our manufacturing capabilities and reduce costs. In the 2005 fourth quarter, we began an $8 million capital investment to expand our capacity to manufacture feedstock material for our production of tungsten power. When the capital investment is complete in late 2006, we expect to have the capability to internally produce all of our requirements of ammonium paratungstate (APT) under current market conditions at a cost significantly below the market price at the end of 2005. In addition, in the 2005 fourth quarter we began a $4 million expansion of our titanium precision metal conversion services operation as part our strategic program to increase our overall titanium production capacity to better meet growing global demand.

2004 Compared to 2003

Sales for the Engineered Products segment in 2004 increased 17%, to $295.0 million and operating profit increased 168% to $20.8 million, both compared to 2003. Demand for our tungsten products was strong from general manufacturing, and the oil and gas and medical markets. Demand improved for forgings from the Class 8 truck, and construction and mining markets. Demand for castings was strong from the transportation and wind energy markets. The improvement in segment operating profit was primarily due to higher sales volumes, improved pricing, and the impact of cost reductions, which totaled $9 million in 2004. The improvement in profitability was partially offset by higher raw material costs, which resulted in a LIFO inventory valuation reserve charge of $9.5 million in 2004, compared to a benefit of $1.9 million in 2003.

Corporate Expenses

Corporate expenses were $51.7 million in 2005 compared to $34.9 million in 2004, and $20.5 million in 2003. The increase in corporate expenses in 2005 and 2004 was primarily the result of expenses associated with annual and long-term performance-based incentive compensation programs, partially offset by cost controls and reductions in the number of corporate employees over this period.

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Interest Expense, net

Interest expense, net of interest income, was $38.6 million for 2005 compared to $35.5 million for 2004 and $27.7 million for 2003. The effect of “receive fixed, pay floating” interest rate swap contracts of $150 million, related to our $300 million, 8.375% 10-year Notes issued in December 2001, decreased interest expense by $1.5 million in 2005, $4.4 million in 2004, and $6.7 million in 2003, compared to the fixed interest expense of the Notes. These swap agreements were terminated in 2003 and 2004. Interest expense in 2005, 2004 and 2003 was reduced by $0.2 million, $0.9 million and $2.1 million, respectively, related to interest capitalization on capital projects.

     Interest expense is presented net of interest income of $8.4 million for 2005, $2.9 million for 2004, and $6.2 million for 2003. The increase in interest income for 2005 primarily results from higher cash balances. For 2003, the higher interest income primarily relates to interest on settlements of prior years’ tax liabilities.

Restructuring Costs and Curtailment Gain

We recorded restructuring costs of $23.9 million in 2005, a curtailment gain, net of restructuring costs, of $40.4 million in 2004, and restructuring costs of $62.4 million in 2003.

     In 2005, we recorded a restructuring charge of $23.9 million primarily related to recognizing an asset impairment charge for certain long-lived assets in the Flat-Rolled Products segment. At the end of 2005, we decided to indefinitely idle Allegheny Ludlum’s West Leechburg, PA flat-rolled products finishing facility. There are approximately 45 hourly production and maintenance employees, and 25 laboratory employees at the West Leechburg plant. These employees are being provided positions at nearby Allegheny Ludlum facilities. The cost of indefinitely idling the facility was $17.3 million, and is expected to result in future cash expenditures of less than $2 million. We expect the consolidation to result in annual cost reductions of approximately $10 million in our Flat-Rolled Products segment beginning in 2007. The 2005 restructuring charge also included adjustments of previously recognized asset impairment charges for changes in estimated fair market values. We recorded $8.5 million of asset impairment charges associated with previously idled assets in the Flat-Rolled Products segment at the Washington Flat-Roll coil facility located in Washington, PA, and at the stainless steel plate facility located in Massillon, OH, partially offset by a $1.9 million reversal of lease termination charges recorded in 2003.

     In 2004, the curtailment gain, net of restructuring costs, of $40.4 million, includes the $71.5 million curtailment and settlement gain and the $25.3 million pension termination benefit charge discussed in Retirement Benefit Expense, below, and $5.8 million of restructuring charges. The restructuring charges related to the new labor agreement at our Allegheny Ludlum operations and the J&L asset acquisition, and included labor agreement costs of $4.6 million, severance costs of $0.7 million related to approximately 30 salaried employees, and $0.5 million for asset impairment charges for redundant equipment following the J&L asset acquisition.

     In 2003, we recorded restructuring charges of $62.4 million, including $47.5 million for impairment of long-lived assets in the Flat-Rolled Products segment, $11.1 million for workforce reductions across all business segments and the corporate office, and $3.8 million for facility closure charges including present-valued lease termination costs, net of forecasted sublease rental income, at the corporate office. In the 2003 fourth quarter, based on existing and projected operating levels at our remaining operations in Houston, PA, and at our Washington Flat Roll coil facility located in Washington, PA, we determined that the net book values of these facilities were in excess of their estimated fair market values based on expected future cash flows. Charges for the Houston facility and the Washington Flat Roll coil facility were recorded to write down the net book values of these facilities to their estimated fair market values. These asset impairment charges did not impact current operations at these facilities. The workforce reductions affected approximately 375 employees across all segments and the corporate office. Approximately $5 million of the severance charges was paid from the Company’s pension plan, and at December 31, 2005, approximately $2 million of these prior year workforce reduction and facility closure charges are future cash costs that will be paid over the next several years.

     Cash to meet these obligations is expected to be paid from internally generated funds from operations.

Other Expenses, Net of Gains on Asset Sales

Other expenses, net of gains on asset sales, includes charges incurred in connection with closed operations, pretax gains and losses on the sale of surplus real estate, non-strategic investments and other assets, operating results from equity-method investees, minority interest, and other non-operating income or expense. These items are presented primarily in selling and administrative expenses, and in other income (expense) in the statement of operations and resulted in a net charge of $33.8 million in 2005, other income of $2.5 million in 2004, and a net charge of $47.7 million in 2003.

     Other expenses for 2005 included $26.8 million for legal matters and $7.0 million for environmental and other closed company costs. The charges for legal matters included the settlement of the Kaiser Aerospace & Electronics matter, the unfavorable court judgment rendered in April 2005 concerning a commercial dispute with a raw materials supplier, and other matters associated with closed companies, and are classified in selling and administrative expenses in the consolidated statement of operations. See additional discussion in Note 14, “Commitments and Contingencies,” in the Notes to Consolidated Financial Statements.

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     In 2003, other expenses for closed companies included a charge of $22.5 million related to litigation with the San Diego Unified Port District, as more fully described in Note 14, “Commitments and Contingencies,” in the Notes to Consolidated Financial Statements, and which is included in selling and administrative expenses in the consolidated statement of operations, and changes in our estimates of our liability for environmental closure costs and for liabilities under retrospectively-rated insurance programs.

Retirement Benefit Expense

Retirement benefit expense, which primarily includes pension and postretirement medical benefits, declined in 2005 and 2004 primarily as a result of higher than expected returns on pension assets during 2004 and 2003, actions taken in the second quarter 2004 to control retiree medical costs, and the favorable impact of the Medicare prescription drug legislation, partially offset by the use of progressively lower discount rate assumptions for determining benefit plan liabilities. Retirement benefit expense, excluding the effect of curtailment gains and termination benefit charges, was $77.6 million for 2005, $119.8 million for 2004, and $134.4 million for 2003. The effect of the Medicare prescription drug legislation, which provides for a Federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to the benefit established by law, is recognized in the financial statements over a number of years. Retirement benefit expenses are included in both cost of sales and selling and administrative expenses. Retirement benefit expense included in cost of sales and selling and administrative expenses for the years ended 2005, 2004 and 2003 was as follows:

(In millions)	2005		2004		2003
Cost of sales	$	55.1	$	88.4	$	94.6
Selling and administrative expenses		22.5		31.4		39.8
Total retirement benefit expense	$	77.6	$	119.8	$	134.4

     The 2004 retirement benefit expense shown above does not include the effects of the $71.5 million curtailment and settlement gain related to the elimination of retiree medical benefits for certain non-collectively bargained employees beginning in 2010, nor does this expense include the $25.3 million charge related to the Transition Assistance Program (“TAP”) incentives associated with the new labor agreement at Allegheny Ludlum, which was paid from our U.S. defined benefit pension plan.

     Retirement benefit expenses for 2006 are expected to be approximately $83 million, with effects on cost of sales and selling and administrative expenses similar to the percentages in 2005. Pension expense for 2006 is expected to be approximately $64 million compared to $63 million in 2005 as the positive benefits of the voluntary $100 million 2005 pension contribution and higher than expected returns on pension assets in 2005 are offset by the use of a lower assumed discount rate to value pension liabilities. Postretirement medical expense for 2006 is expected to increase to approximately $19 million from $15 million in 2005 due primarily to a lower expected return on plan assets as a result of lower plan asset levels, and the use of a lower assumed discount rate to value obligations.

Income Taxes

Results of operations for 2005 included an income tax benefit of $54.7 million principally caused by the reversal of the remaining valuation allowance for our U.S. Federal net deferred tax assets, partially offset by accruals for U.S. Federal, foreign and state income taxes. Results of operations for 2004 did not include an income tax provision or benefit for current or deferred taxes primarily as a result of the uncertainty regarding full utilization of the net deferred tax asset and available operating loss carryforwards. From the 2003 fourth quarter through the third quarter of 2005, we maintained a valuation allowance for a major portion of our U.S. Federal deferred tax assets in accordance with SFAS No. 109, “Accounting for Income Taxes”, due to uncertainty regarding full utilization of our net deferred tax asset, including the 2003 and 2004 unutilized net operating losses of approximately $140 million. In the 2003 fourth quarter we had recorded a $138.5 million valuation allowance for the majority of our net deferred tax asset, based upon the results of our quarterly evaluation concerning the estimated probability that the net deferred tax asset would be realizable in light of our history of annual reported losses in the years 2001 through 2003. In 2005, we generated taxable income which exceeded the 2003 and 2004 net operating losses allowing us to fully realize these tax benefits. This realization of tax benefits, together with our improved profitability, allowed us to reverse the remaining valuation allowance for U.S. Federal income taxes in the 2005 fourth quarter. Our income tax provision for 2003 was $33.1 million. In 2004 and 2003, we received $7.2 million and $65.6 million, respectively, in income tax refunds related to carrying back the previous year’s taxable loss to earlier years in which we had paid taxes.

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     Deferred taxes result from temporary differences in the recognition of income and expense for financial and income tax reporting purposes, and differences between the fair value of assets acquired in business combinations accounted for as purchases for financial reporting purposes and their corresponding tax bases. Deferred income taxes represent future tax benefits or costs to be recognized when those temporary differences reverse. At December 31, 2005, we had a net deferred tax asset of $178.1 million. A significant portion of our deferred tax assets relates to the postretirement benefit obligations, which have been recorded in the accompanying financial statements but which are not recognized for income tax reporting purposes until the benefits are paid. These benefit payments are expected to occur over an extended period of years.

Financial Condition and Liquidity

We believe that internally generated funds, current cash on hand and available borrowings under existing secured credit lines will be adequate to meet foreseeable liquidity needs. We did not borrow funds under our domestic secured credit facility during 2005, 2004 or 2003. However, a portion of this secured credit facility is utilized to support letters of credit.

     Our ability to access the credit markets in the future to obtain additional financing, if needed, may be influenced by our credit rating. As of December 31, 2005, Standard & Poor’s Ratings Services corporate credit rating for our Company was BB with a stable outlook and our senior unsecured debt was rated BB-. As of December 31, 2005, Moody’s Investor Service’s corporate family rating for our Company was Ba2 with a stable outlook, and our senior unsecured note rating was Ba3. Changes in our credit rating do not impact our access to, or the cost of, our existing credit facilities.

     We have no off-balance sheet financing relationships with variable interest or structured finance entities.

Cash Flow and Working Capital

In 2005, cash generated by operations of $322.6 million, the proceeds from exercises of stock options of $26.1 million and tax benefits on share-based compensation of $25.2 million were used to invest $90.1 million in capital equipment, fund a $100 million voluntary contribution to our U.S. defined benefit pension plan, pay $18.3 million for the acquisition of the Garryson Limited operation, repay debt of $25.7 million, pay dividends of $27.1 million, and increase cash balances by $111.9 million, to $362.7 million at December 31, 2005. In 2004, cash generated from operations of $74.1 million, proceeds from sale of common stock of $229.7 million, proceeds from asset sales of $6.6 million, and proceeds from exercises of stock options of $7.6 million, were used to invest $49.9 in capital equipment, fund a $50 million voluntary contribution to our U.S. defined benefit pension plan, pay $7.5 million of the purchase price for the J&L assets, repay debt of $15.9 million, pay dividends of $21.2 million, and increase cash balances by $171.2 million, to $250.8 million at December 31, 2004. We use cash flow from operations before voluntary pension plan contributions in order to evaluate and compare fiscal periods that do not include these contributions, and to make resource allocation decisions among operational requirements, investing and financing alternatives.

Managed Working Capital
($ millions)

	00			01			02			03			04			05
Millions/$		853			719			564			576			853			1048
% of Revenue		36.3	%		36.8	%		32.4	%		30.7	%		29.5	%		30.3	%

     The impact of improved operating results in 2005 on cash flow from operations was offset by continuing investment in managed working capital to support the higher business levels and the impact of higher costs for certain raw materials. As part of managing the liquidity of the business, we focus on controlling inventory, accounts receivable and accounts payable. In measuring performance in controlling this managed working capital, we exclude the effects of the LIFO inventory valuation reserves, excess and obsolete inventory reserves, and reserves for uncollectible accounts receivable which, due to their nature, are managed separately. During 2005, managed working capital, which we define as gross inventory plus accounts receivable less accounts payable, increased by $187.8 million, excluding working capital acquired as part of the Garryson Limited acquisition. This increase in managed working capital resulted from a $80.9 million increase in accounts receivable due to a higher level of sales in the 2005 fourth quarter compared to the fourth quarter of 2004, and a $145.6 million increase in inventory mostly as a result of higher costs for certain raw materials and increased business volumes, partially offset by a $38.7 million increase in accounts payable. Most of the increase in raw materials is expected to be recovered through surcharge and index pricing mechanisms. Managed working capital has increased $484 million over the past three years as our level of business activity has improved and raw material costs have increased. This increase in managed working capital is expected to represent a future source of cash if the level of business activity were to decline. Managed working capital as a percent of annualized sales was 30.3%, at the end of 2005, 29.5% in 2004, and 30.7% in 2003. The increase in 2005 of managed working capital as a percentage of sales was primarily due to higher business activity in the High Performance Metals segment, which has a longer manufacturing cycle. While inventory and accounts receivable balances increased during 2005, 2004 and 2003, both gross inventory turns, which exclude the effect of LIFO inventory valuation reserves, and days sales outstanding, which measures actual collection timing for accounts receivable, have improved over the past three years.

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     The components of managed working capital were as follows:

	December 31,			December 31,			December 31,
(In millions)	2005			2004			2003
Accounts receivable, net	$	442.1		$	357.9		$	248.8
Inventory, net		607.1			513.0			359.7
Accounts payable		(312.9	)		(271.2	)		(172.3	)
Subtotal		736.3			599.7			436.2
Allowance for doubtful accounts		8.1			8.4			10.2
LIFO reserve		269.7			223.9			111.7
Corporate and other		33.9			20.6			17.4
Managed working capital	$	1,048.0		$	852.6		$	575.5
Annualized prior 2 months sales	$	3,461.1		$	2,887.0		$	1,874.0
Managed working capital as a % of sales		30.3	%		29.5	%		30.7	%

     Capital expenditures for 2005 were $90.1 million, compared to $49.9 million for 2004 and $74.4 million for 2003.

     In July 2005, we announced a major expansion of our titanium production capabilities. We intend to invest approximately $100 million through the end of 2006 to significantly increase our capacity to produce titanium and titanium alloys used for aero-engine rotating parts, airframe applications and in other global markets. We expect over $200 million of annual revenue growth potential when these projects are fully implemented in 2007. We expect to fund these capital expenditures through internal cash flow. Strategic capital projects associated with expanding our titanium production capabilities include:

– Upgrading and restarting approximately one-half of the capacity of our idled titanium sponge facility in Albany, Oregon. We expect an annual production rate of 7.5 million pounds of titanium sponge from this facility beginning in the first half of 2006. Titanium sponge is a critical material used to produce titanium mill products.

– Constructing a third plasma arc melt cold-hearth furnace at ATI Allvac’s North Carolina operations. We expect this new furnace to be qualified for production by late 2006. Plasma arc melting is a superior cold-hearth melt process for making alloyed titanium products for aero-engine rotating parts and biomedical applications.

– Expanding high-value plate products capacity by 25%, primarily through investments at our plate products facilities in western Pennsylvania.

– Continued upgrading of our flat-rolled cold-rolling assets used in producing titanium sheet and strip products.

     In September 2005, we announced an expansion of our premium-melt nickel-based alloy, superalloy, and specialty alloy production capabilities. These investments are aimed at increasing our capacity to produce these high performance alloys used for aero-engine rotating parts, airframe applications, oil and gas exploration, extraction and refining, power generation land-based turbines and flue gas desulfurization pollution control units. These incremental capital investments of approximately $30 million through the end of 2006 are expected to be funded from internal cash flow. We expect approximately $70 million of annual revenue from these projects when they are implemented. Major projects of this expansion, which is expected to increase our premium-melt capacity by approximately 20%, include:

– Upgrading and expanding vacuum induction melt (VIM) capacity. VIM is a melting process designed for premium grades with high alloy content that require more precise chemistry control and lower impurity levels.

– Installation of two new electro-slag re-melt (ESR) furnaces and three new vacuum arc re-melt (VAR) furnaces. ESR and VAR furnaces are consumable electrode re-melting processes used to improve both the cleanliness and metallurgical structure of alloys.

     In 2004, we completed our two major strategic capital projects begun in 2002: two new electric arc furnaces at our flat-rolled products melt shop located in Brackenridge, PA, and investments to enhance the capabilities at our high performance metals long products rolling mill facility located in Richburg, SC. The second electric arc furnace in the Flat-Rolled Products segment commenced operations in the 2004 third quarter, with the first new furnace having commenced production in the 2003 fourth quarter. The high performance metals long products facility commenced operations in the 2004 second quarter.

     Capital expenditures for 2006 are expected to approximate $225 million.

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Debt

Total debt outstanding decreased $22.3 million, to $560.4 million at December 31, 2005, from $582.7 million at December 31, 2004. The decrease was primarily related to a payment for the J&L asset acquisition and a reduction in our foreign borrowings. In managing our overall capital structure, one of the measures on which we focus is net debt to total capitalization, which is the percentage of our debt, net of cash on hand, to our total invested and borrowed capital. In determining this measure, debt and total capitalization are net of cash on hand which may be available to reduce borrowings. Our net debt to total capitalization ratio improved to 19.8% at December 31, 2005, from 43.8% at December 31, 2004, and from 72.1% at the end of 2003. The lower ratio in 2005 results primarily from an increase in cash on hand and stockholders’ equity resulting from the improvement in results of operations, plus the reduction in outstanding debt. The ratio declined in 2004 primarily due to an increase in cash on hand and stockholders’ equity resulting from the common stock offering and the improvement in results of operations, partially offset by an increase in debt due primarily to the seller financing for the J&L asset acquisition.

	December 31,			December 31,
(In millions)	2005			2004
Total debt	$	560.4		$	582.7
Less: Cash		(362.7	)		(250.8	)
Net debt		197.7			331.9
Net debt		197.7			331.9
Total stockholders’ equity		799.9			425.9
Total capital	$	997.6		$	757.8
Net debt to capital ratio		19.8	%		43.8	%

     On August 4, 2005, we amended our senior secured domestic revolving credit facility to (1) extend the facility term to August 2010 from its original maturity date of June 2007, (2) enable us to execute various corporate actions without the prior consent of the lending group, so long as, after giving effect to such corporate action, we maintain a minimum undrawn availability (as described in the facility) of $75 million, (3) reduce the borrowing costs under the facility, and (4) incorporate a feature that would permit us to increase the size of the facility, assuming we had sufficient collateral, by up to $150 million. Under the amended facility, if undrawn availability as described in the facility were to decline below $75 million, corporate actions that could be undertaken without the prior consent of the lending group, including capital expenditures, acquisitions, sales of assets, dividends, investments in, or loans to, corporations, partnerships, joint ventures and subsidiaries, issuance of unsecured indebtedness, leases, and prepayment of indebtedness, would be limited. The amended facility contains a financial covenant, which is not measured unless our undrawn availability is less than $75 million. This financial covenant, when measured, requires us to prospectively maintain a ratio of consolidated earnings before interest, taxes, depreciation and amortization (as defined in the credit facility) to fixed charges of at least 1.0 to 1.0 from the date the covenant is measured. Our ability to borrow under the amended secured credit facility in the future could be adversely affected if we fail to maintain the applicable covenants under the agreement governing the facility. At December 31, 2005, we had the ability to access the entire $325 million undrawn availability under the facility.

     Interest rate swap contracts are used from time-to-time to manage our exposure to interest rate risks. In 2002, we entered into interest rate swap contracts with respect to a $150 million notional amount related to our 8.375% Notes due 2011 (“Notes”), which involved the receipt of fixed rate amounts in exchange for floating rate interest payments over the life of the contracts without an exchange of the underlying principal amount. These “receive fixed, pay floating” arrangements were designated as fair value hedges, and effectively converted $150 million of the Notes to variable rate debt. As a result, changes in the fair value of the swap contracts and the notional amount of the underlying fixed rate debt are recognized in the statement of operations. In 2003, we terminated the majority of these interest rate swap contracts and received $15.3 million in cash. Subsequent to the interest rate swap terminations, in 2003 we entered into new “receive fixed, pay floating” interest rate swap arrangements related to the Notes which re-established, in total, a $150 million notional amount that effectively converted this portion of the Notes to variable rate debt. In the 2004 third quarter in light of the prospect of increasing short-term interest rates, we terminated all remaining interest rate swap contracts still outstanding, and realized net cash proceeds of $1.5 million. These gains on settlement realized in 2004 and 2003 remain a component of the reported balance of the Notes, and are ratably recognized as a reduction to interest expense over the remaining life of the Notes, which is approximately six years. At December 31, 2005, the deferred settlement gain was $12.2 million. The result of the “receive fixed, pay floating” arrangements was a decrease in interest expense of $4.4 million and $6.7 million for the years ended December 31, 2004 and 2003, respectively, compared to the fixed interest expense of the ten-year Notes.

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     A summary of required payments under financial instruments (excluding accrued interest) and other commitments are presented below.

			Less than		1-3		4-5		After 5
(In millions)	Total		1 year		years		years		years
Contractual Cash Obligations
Total Debt including Capital Leases	$	560.4	$	13.4	$	47.6	$	23.4	$	476.0
Operating Lease Obligations		63.3		16.8		27.1		10.7		8.7
Other Long-term Liabilities (A)		119.4		—		74.6		6.7		38.1
Unconditional Purchase Obligations
Raw materials (B)		552.5		488.0		64.5		—		—
Capital expenditures		38.4		38.4		—		—		—
Other (C)		28.6		18.6		8.7		1.3		—
Total	$	1,362.6	$	575.2	$	222.5	$	42.1	$	522.8
(In millions)
Other Financial Commitments
Lines of Credit (D)	$	393.3	$	43.1	$	25.2	$	325.0	$	—
Guarantees		16.2		—		—		—		—

     (A) Other long-term liabilities exclude pension liabilities and accrued postretirement benefits.

     (B) We have contracted for physical delivery for certain of our raw materials to meet a portion of our needs. These contracts are based upon fixed or variable price provisions. We used current market prices as of December 31, 2005 for raw material obligations with variable pricing.

     (C) We have various contractual obligations that extend through 2015 for services involving production facilities and administrative operations. Our purchase obligation as disclosed represents the estimated termination fees payable if we were to exit these contracts.

     (D) Drawn amounts are included in total debt. Includes $127.2 million utilized under the $325 million domestic secured credit facility for standby letters of credit, which renew annually and are used to support: $44.3 million of financing outside of the domestic secured credit facility, primarily for our foreign based operations; $36.1 million in workers compensation and general insurance arrangements; $46.8 million related to legal, environmental and other matters.

Retirement Benefits

As of November 30, 2005, our measurement date for pension accounting, the value of the accumulated pension benefit obligation (ABO) for our defined benefit pension plans exceeded the value of pension investments by approximately $247 million. A minimum pension liability was recognized in 2002 as a result of a severe decline in the equity markets from 2000 through 2002, higher benefit liabilities from long-term labor contracts negotiated in 2001, and a lower assumed discount rate for valuing the pension liabilities. Accounting standards require that a minimum pension liability be recorded if the value of pension investments is less than the ABO at the annual measurement date.

     Accordingly, in the 2002 fourth quarter, we recorded a charge against stockholders’ equity of $406 million, net of deferred taxes, to write off our prepaid pension cost representing the previous overfunded portion of the pension plan, and to record a deferred pension asset for unamortized prior service cost relating to prior benefit enhancements. In the fourth quarter of 2005, 2004 and 2003, our adjustments of the minimum pension liability resulted in a reduction to stockholders’ equity of $36 million for 2005, and increases to stockholders’ equity of $2 million for 2004 and $47 million for 2003. These minimum pension liability adjustments are presented as other comprehensive income (loss). The recognition of the minimum pension liability in 2002, and the adjustments of the minimum pension liability in 2005, 2004 and 2003 do not affect our reported results of operations and do not have a cash impact. In accordance with current accounting standards, the full charge against stockholders’ equity would be reversed in subsequent years if the value of pension plan investments returns to a level that exceeds the ABO as of a future annual measurement date. As of the 2005 annual measurement date, the value of pension investments was $1.96 billion and the ABO was $2.20 billion. Based upon current actuarial analyses and forecasts, the ABO is projected to be approximately $2.20 billion at the 2006 annual measurement date, assuming no changes in the discount rate used to value benefit obligations.

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     We were not required to make cash contributions to our U.S. defined benefit pension plan for 2005 or 2004. During the fourth quarter 2005 and the third quarter 2004, we made voluntary contributions to this defined benefit pension plan of $100 million and $50 million, respectively, to improve the plan’s funded position. Based on current regulations and actuarial studies, we do not expect to be required to make cash contributions to our U.S. defined benefit pension plan during the next several years. However, a significant decline in the value of plan investments in the future, or unfavorable changes in laws or regulations that govern pension plan funding could materially change the timing and amount of required pension funding. Depending on the timing and amount, a requirement that we fund our defined benefit pension plan could have a material adverse effect on our results of operations and financial condition. We may elect, depending upon investment performance of the pension plan assets and other factors, to make additional voluntary cash contributions to this pension plan in the future.

     We fund certain retiree health care benefits for Allegheny Ludlum using investments held in a Voluntary Employee Benefit Association (VEBA) trust. This allows us to recover a portion of the retiree medical costs. In accordance with our labor agreements, during 2005, 2004 and 2003, we funded $24.7 million, $18.2 million and $14.2 million, respectively, of retiree medical costs using the investments of the VEBA trust. We may continue to fund certain retiree medical benefits utilizing the investments held in the VEBA if the value of these investments exceeds $25 million. The value of the investments held in the VEBA was approximately $86 million as of November 30, 2005.

Dividends

We paid a quarterly dividend of $0.06 per share of common stock for each of the quarters of 2004 and for the first three quarters of 2005. In the fourth quarter of 2005, our Board of Directors increased the cash dividend paid on our common stock to $0.10 per share. The payment of dividends and the amount of such dividends depends upon matters deemed relevant by our Board of Directors, such as our results of operations, financial condition, cash requirements, future prospects, any limitations imposed by credit agreements or senior securities, and other factors deemed relevant and appropriate.

Critical Accounting Policies

The accompanying consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles. When more than one accounting principle, or the method of its application, is generally accepted, management selects the principle or method that is appropriate in our specific circumstances. Application of these accounting principles requires our management to make estimates about the future resolution of existing uncertainties; as a result, actual results could differ from these estimates. In preparing these financial statements, management has made its best estimates and judgments of the amounts and disclosures included in the financial statements giving due regard to materiality.

Revenue Recognition and Accounts Receivable

Revenue is recognized when title passes or as services are rendered. We have no significant unusual sale arrangements with any of our customers.

     We market our products to a diverse customer base, principally throughout the United States. Trade credit is extended based upon evaluations of each customer’s ability to perform its obligations, which are updated periodically. Accounts receivable reserves are based upon an aging of accounts and a review for collectibility of specific accounts. Accounts receivable are presented net of a reserve for doubtful accounts of $8.1 million at December 31, 2005 and $8.4 million at December 31, 2004, which represented 1.8% and 2.3%, respectively, of total gross accounts receivable. During 2005, we recognized expense of $1.7 million to increase the reserve for doubtful accounts and wrote off $2.0 million of uncollectible accounts, which reduced the reserve. During 2004, we made no increases for doubtful accounts and wrote off $1.8 million of uncollectible accounts, which reduced the reserve.

Inventories

At December 31, 2005, we had net inventory of $607.1 million. Inventories are stated at the lower of cost (last-in, first-out (LIFO), first-in, first-out (FIFO) and average cost methods) or market, less progress payments. Costs include direct material, direct labor and applicable manufacturing and engineering overhead, and other direct costs. Most of our inventory is valued utilizing the LIFO costing methodology. Inventory of our non-U.S. operations is valued using average cost or FIFO methods. Under the LIFO inventory valuation method, changes in the cost of raw materials and production activities are recognized in cost of sales in the current period even though these material and other costs may have been incurred at significantly different values due to the length of time of our production cycle. The prices for many of the raw materials we use have been extremely volatile, especially during 2005 and 2004 when certain raw material prices rose rapidly, compared to the previous year. Since we value most of our inventory utilizing the LIFO inventory costing methodology, a rapid rise in raw material costs has a negative effect on our operating results. For example in 2005 and in 2004, the effect of the increase in raw material costs on our LIFO inventory valuation method resulted in cost of sales which was $45.8 million and $112.2 million higher, respectively, than would have been recognized if we utilized the FIFO methodology to value our inventory. In a period of rising prices,

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cost of sales expense recognized under LIFO is generally higher than the cash costs incurred to acquire the inventory sold. Conversely, in a period of declining raw material prices, cost of sales recognized under LIFO is generally lower than cash costs incurred to acquire the inventory sold.

     We evaluate product lines on a quarterly basis to identify inventory values that exceed estimated net realizable value. The calculation of a resulting reserve, if any, is recognized as an expense in the period that the need for the reserve is identified. At December 31, 2005, no such reserves were required. It is our general policy to write-down to scrap value any inventory that is identified as obsolete and any inventory that has aged or has not moved in more than twelve months. In some instances this criterion is up to twenty-four months due to the longer manufacturing and distribution process for such products.

Asset Impairment

We monitor the recoverability of the carrying value of our long-lived assets. An impairment charge is recognized when the expected net undiscounted future cash flows from an asset’s use (including any proceeds from disposition) are less than the asset’s carrying value, and the asset’s carrying value exceeds its fair value. Changes in the expected use of a long-lived asset group, and the financial performance of the long-lived asset group and its operating segment, are evaluated as indicators of possible impairment. Future cash flow value may include appraisals for property, plant and equipment, land and improvements, future cash flow estimates from operating the long-lived assets, and other operating considerations.

     At December 31, 2005, we had $200 million of goodwill on our balance sheet. Changes in the goodwill balance from 2004 are due to foreign currency translation. Of the total, $112 million related to the Flat-Rolled Products segment, $62 million related to the High Performance Metals segment, and $26 million related to the Engineered Products segment. Goodwill is required to be reviewed annually, or more frequently if impairment indicators arise. The impairment test for goodwill is a two-step process. The first step is a comparison of the fair value of the reporting unit with its carrying amount, including goodwill. If this comparison reflects impairment, then the loss would be measured as the excess of recorded goodwill over its implied fair value. Implied fair value is the excess of the fair value of the reporting unit over the fair value of all recognized and unrecognized assets and liabilities.

     We perform our annual evaluation of goodwill for possible impairment during the fourth quarter. Our evaluation of goodwill for possible impairment includes estimating the fair market value of each of the reporting units that have goodwill associated with their operations using discounted cash flow and multiples of cash earnings valuation techniques, plus valuation comparisons to recent public sale transactions of similar businesses, if any. These valuation methods require us to make estimates and assumptions regarding future operating results, cash flows including changes in working capital and capital expenditures, selling prices, profitability, and the cost of capital. Although we believe that the estimates and assumptions used were reasonable, actual results could differ from those estimates and assumptions. No goodwill impairment was determined to exist for the years ended December 31, 2005, 2004 or 2003.

Income Taxes

Deferred income taxes result from temporary differences in the recognition of income and expense for financial and income tax reporting purposes, or differences between the fair value of assets acquired in business combinations accounted for as purchases for financial reporting purposes and their corresponding tax bases. Deferred income taxes represent future tax benefits (assets) or costs (liabilities) to be recognized when those temporary differences reverse. We evaluate on a quarterly basis whether, based on all available evidence, we believe that our deferred income tax assets will be realizable. Valuation allowances are established when it is estimated that it is probable (more likely than not) that the tax benefit of the deferred tax assets will not be realized. The evaluation, as prescribed by Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes,” includes the consideration of all available evidence, both positive and negative, regarding historical operating results including recent years with reported losses, the estimated timing of future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards, and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused. Future realization of deferred income tax assets ultimately depends upon the existence of sufficient taxable income within the carryback, carryforward period available under tax law.

     The recognition, or reversal, of a valuation allowance is recorded as a non-cash charge or benefit to the income tax provision with an offsetting adjustment against the deferred income tax asset.

Contingencies

When it is probable that a liability has been incurred or an asset has been impaired, we recognize a loss if the amount of the loss can be reasonably estimated.

     We are subject to various domestic and international environmental laws and regulations that govern the discharge of pollutants, and disposal of wastes, and which may require that we investigate and remediate the effects of the release or

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disposal of materials at sites associated with past and present operations. We could incur substantial cleanup costs, fines and civil or criminal sanctions, third party property damage or personal injury claims as a result of violations or liabilities under these laws or non-compliance with environmental permits required at our facilities. We are currently involved in the investigation and remediation of a number of our current and former sites as well as third party sites.

     With respect to proceedings brought under the Federal Superfund laws, or similar state statutes, we have been identified as a potentially responsible party (“PRP”) at approximately 28 of such sites, excluding those at which we believe we have no future liability. Our involvement is limited or de minimis at approximately 21 of these sites, and the potential loss exposure with respect to any of the remaining 7 individual sites is not considered to be material.

     We are a party to various cost-sharing arrangements with other PRPs at the sites. The terms of the cost-sharing arrangements are subject to non-disclosure agreements as confidential information. Nevertheless, the cost-sharing arrangements generally require all PRPs to post financial assurance of the performance of the obligations or to pre-pay into an escrow or trust account their share of anticipated site-related costs. In addition, the Federal government, through various agencies, is a party to several such arrangements.

     Environmental liabilities are recorded when our liability is probable and the costs are reasonably estimable. In many cases, we are not able to determine whether we are liable or, if liability is probable, to reasonably estimate the loss or range of loss. Estimates of our liability are further subject to additional uncertainties including the nature and extent of site contamination, available remediation alternatives, the extent of corrective actions that may be required, and the participation, number and financial condition of other PRPs. We intend to adjust our accruals to reflect new information as appropriate. Future adjustments could have a material adverse effect on our results of operations in a given period, but we cannot reliably predict the amounts of such future adjustments. At December 31, 2005, our reserves for environmental matters totaled approximately $29 million.

     Accruals for losses from environmental remediation obligations do not take into account the effects of inflation, and anticipated expenditures are not discounted to their present value. The accruals are not reduced by possible recoveries from insurance carriers or other third parties, but do reflect allocations among PRPs at Federal Superfund sites or similar state-managed sites after an assessment is made of the likelihood that such parties will fulfill their obligations at such sites and after appropriate cost-sharing or other agreements are entered. Our measurement of environmental liabilities is based on currently available facts, present laws and regulations, and current technology. Such estimates take into consideration our prior experience in site investigation and remediation, the data concerning cleanup costs available from other companies and regulatory authorities, and the professional judgment of our environmental experts in consultation with outside environmental specialists, when necessary.

     Based on currently available information, we do not believe that there is a reasonable possibility that a loss exceeding the amount already accrued for any of the matters with which we are currently associated (either individually or in the aggregate) will be an amount that would be material to a decision to buy or sell our securities. Future developments, administrative actions or liabilities relating to environmental matters, however, could have a material adverse effect on our financial condition or results of operations.

Retirement Benefits

We have defined benefit pension plans and defined contribution plans covering substantially all of our employees. In the fourth quarter 2005 and in third quarter 2004, we made voluntary cash contributions of $100 million and $50 million, respectively, to our U.S. defined benefit pension plan to improve the plan’s funded position. We are not required to make a contribution to the U.S. defined benefit pension plan for 2006, and, based upon current regulations and actuarial analyses, we do not expect to be required to make cash contributions to the U.S. defined benefit pension plan for at least the next several years. However, we may elect, depending upon the investment performance of the pension plan assets and other factors, to make additional voluntary cash contributions to this pension plan in the future.

     We account for our defined benefit pension plans in accordance with SFAS 87, which requires that amounts recognized in financial statements be determined on an actuarial basis, rather than as contributions are made to the plan. A significant element in determining our pension (expense) income in accordance with SFAS 87 is the expected investment return on plan assets. In establishing the expected return on plan investments, which is reviewed annually in the fourth quarter, we take into consideration input from our third party pension plan asset managers and actuaries regarding the types of securities the plan investments are invested in, how those investments have performed historically, and expectations for how those investments will perform in the future. For 2003, in light of the declines in the equity markets in 2000 through 2002, which comprise a significant portion of our pension plan investments, we lowered our expected return on pension plan investments to 8.75%, from a 9% expected return on pension plan investments which was used in 2002. We apply this assumed rate to the market value of plan assets at the end of the previous year. This produces the expected return on plan assets that is included in annual pension (expense) income for the current year. The actual return on pension plan assets was 9.7% for 2005, 11.7% for 2004, and 13.1% for 2003. While the actual return on pension plan investments has exceeded the expected return on pension plan

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investments for each of the past three years, our expected return on pension plan investments for 2006 remains at 8.75%. The effect of increasing, or lowering, the expected return on pension plan investments by 0.25% results in additional annual income, or expense, of approximately $5 million. The cumulative difference between this expected return and the actual return on plan assets is deferred and amortized into pension income or expense over future periods. The amount of expected return on plan assets can vary significantly from year-to-year since the calculation is dependent on the market value of plan assets as of the end of the preceding year. U.S. generally accepted accounting principles allow companies to calculate the expected return on pension assets using either an average of fair market values of pension assets over a period not to exceed five years, which reduces the volatility in reported pension income or expense, or their fair market value at the end of the previous year. However, the Securities and Exchange Commission currently does not permit companies to change from the fair market value at the end of the previous year methodology, which is the methodology that we use, to an averaging of fair market values of plan assets methodology. As a result, our results of operations and those of other companies, including companies with which we compete, may not be comparable due to these different methodologies in calculating the expected return on pension investments. If we had used the five-year average of the fair market values of plan assets to calculate retirement benefit costs, we estimate that retirement benefit expense for 2005 would have been approximately $30 million less than the $78 million expense recognized using the fair market value approach.

     At the end of November of each year, we determine the discount rate to be used to value pension plan liabilities. In accordance with SFAS 87, the discount rate reflects the current rate at which the pension liabilities could be effectively settled. In estimating this rate, we receive input from our actuaries regarding the rates of return on high quality, fixed-income investments with maturities matched to the expected future retirement benefit payments. Based on this assessment at the end of November 2005, we established a discount rate of 5.9% for valuing the pension liabilities as of the end of 2005, and for determining the pension expense for 2006. We had previously assumed a discount rate of 6.1% for 2004, which determined the 2005 expense, and 6.5% for 2003, which determined the 2004 expense. The effect of lowering the discount rate to 5.9% increased pension liabilities by approximately $47 million at 2005 year-end, and is expected to increase pension expense by approximately $2 million in 2006. The effect on pension liabilities for changes to the discount rate, as well as the net effect of other changes in actuarial assumptions and experience, are deferred and amortized over future periods in accordance with SFAS 87.

     Accounting standards require a minimum pension liability be recorded when the value of pension assets is less than the accumulated benefit obligation (“ABO”) at the annual measurement date. As of November 30, 2005, our measurement date for pension accounting, the value of the accumulated pension benefit obligation (ABO) exceeded the value of pension investments by approximately $247 million. In the 2002 fourth quarter, as a result of a severe decline in the equity markets in 2000 through 2002, higher benefit liabilities from long-term labor contracts negotiated in 2001, and a lower assumed discount rate for valuing the pension liabilities, we recorded a non-cash charge against stockholders’ equity of $406 million, net of deferred taxes, to write off our prepaid pension cost representing the previous overfunded portion of the pension plan, and to record a deferred pension asset of $165 million for the unamortized prior service cost relating to prior benefit enhancements. In the fourth quarter of 2005, 2004 and 2003, our adjustments of the minimum pension liability resulted in a reduction to stockholders’ equity of $36 million for 2005, and increases to stockholders’ equity of $2 million for 2004 and $47 million for 2003. These minimum pension liability adjustments are presented as other comprehensive income (loss). The recognition of the minimum pension liability in 2002, and the adjustments of the minimum pension liability in 2005, 2004 and 2003 do not affect our reported results of operations and do not have a cash impact. In accordance with accounting standards, the charge against stockholders’ equity will be adjusted in the fourth quarter of subsequent years to reflect the value of pension assets compared to the ABO as of the end of November. If the level of pension assets exceeds the ABO as of a future measurement date, the full charge against stockholders’ equity would be reversed. In the 2006 first quarter, the Financial Accounting Standards Board (FASB) announced that they were considering changes to accounting for retirement benefits. One of the proposals being considered by the FASB would require companies to recognize the minimum pension liability using the projected benefit obligation (PBO) rather than the ABO, the difference being that the PBO includes estimates for future salary increases. The effect of this proposal, if adopted as described, is not expected to have a material effect on the Company’s stockholders’ equity, and would have no effect on reported retirement benefit expense.

     We also sponsor several postretirement plans covering certain hourly and salaried employees and retirees. These plans provide health care and life insurance benefits for eligible employees. Under most of the plans, our contributions towards premiums are capped based upon the cost as of a certain date, thereby creating a defined contribution. For the non-collectively bargained plans, we maintain the right to amend or terminate the plans in the future. We account for these benefits in accordance with SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” (“SFAS 106”), which requires that amounts recognized in financial statements be determined on an actuarial basis, rather than as benefits are paid. We use actuarial assumptions, including the discount rate and the expected trend in health care costs, to estimate the costs and benefit obligations for the plans. The discount rate, which is determined annually at the end of November of each year, is developed based upon rates of return on high quality, fixed-income investments. At the end of

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2005, we determined this rate to be 5.9%, a reduction from a 6.1% discount rate in 2004 and 6.50% in 2003. The effect of lowering the discount rate to 5.9% from 6.1% increased 2005 postretirement benefit liabilities by approximately $9 million, and 2006 expenses are expected to increase by approximately $0.3 million. Based upon predictions of continued significant medical cost inflation in future years, the annual assumed rate of increase in the per capita cost of covered benefits for health care plans is 10.3% for 2006 and is assumed to gradually decrease to 5.0% in the year 2014 and remain level thereafter.

     The Medicare Prescription Drug, Improvement and Modernization Act (“Medicare Act”), was signed into law on December 8, 2003. The Medicare Act provides for a federal subsidy, with tax-free payments commencing in 2006, to sponsors of retiree health care benefits plans that provide a benefit that is at least actuarially equivalent to the benefit established by the law. The federal subsidy included in the law resulted in a reduction of our other postretirement benefits obligation of approximately $70 million, and a corresponding reduction in our 2005 postretirement benefit expense of approximately $10 million. This reduction in the other postretirement benefits obligation is recognized in the financial statements over a number of years as an actuarial experience gain.

     Certain of these postretirement benefits are funded using plan investments held in a VEBA trust. The expected return on plan investments is a significant element in determining postretirement benefits expenses in accordance with SFAS 106. In establishing the expected return on plan investments, which is reviewed annually in the fourth quarter, we take into consideration the types of securities the plan investments are invested in, how those investments have performed historically, and expectations for how those investments will perform in the future. For 2005, our expected return on investments held in the VEBA trust was 9%. This assumed long-term rate of return on investments is applied to the market value of plan investments at the end of the previous year. This produces the expected return on plan investments that is included in annual postretirement benefits expenses for the current year. While the actual return on investments held in the VEBA trust was 11.6% in both 2005 and 2004, and 9.3% for 2003, our expected return on investments in the VEBA trust remains 9% for 2006. The expected return on investments held in the VEBA trust is expected to exceed the return on pension plan investments due to a higher percentage of private equity investments held by the VEBA trust.

New Accounting Pronouncements

In the fourth quarter 2005, we adopted the Financial Accounting Standards Board (“FASB”) Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (“Fin 47”), an interpretation of FASB Statement No. 143, “Accounting for Asset Retirement Obligations” (“SFAS 143”). FIN 47 clarifies that the term “conditional asset retirement obligation” as used in SFAS 143 refers to a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. An entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated, even if conditional on a future event. For existing asset retirement obligations which are determined to be recognizable under FIN 47, the effect of applying FIN 47 is recognized as a cumulative effect of a change in accounting principle. Our adoption of FIN 47 resulted in recognizing a charge of $2.0 million, net of income taxes, or $0.02 per share, principally for estimable asset retirement obligations related to remediation costs which would be incurred if we were to cease certain manufacturing activities which utilize what may be categorized as potentially hazardous materials.

     In the first quarter 2005, we adopted FASB Statement No. 123(R), “Share-Based Payment” (“SFAS 123R”). Under this revised standard, companies may no longer account for share-based compensation transactions, such as stock options, restricted stock, and potential payments under programs such as our Total Shareholder Return Program (“TSRP”) awards, using the intrinsic value method as defined in APB Opinion No. 25. Instead, companies are required to account for such equity transactions using an approach in which the fair value of an award is estimated at the date of grant and recognized as an expense over the requisite service period. Compensation expense is adjusted for equity awards that do not vest because service or performance conditions are not satisfied. However, compensation expense already recognized is not adjusted if market conditions are not met, such as our total shareholder return performance relative to a peer group under our TSRP awards, or for stock options expiring “out-of-the-money.” We adopted the new standard using the modified prospective method, in which the effect of the standard is recognized in the period of adoption and in future periods. Prior periods are not restated to reflect the impact of adopting the new standard at earlier dates.

     In 2001, the FASB issued SFAS 143. Under SFAS 143, obligations associated with the retirement of tangible long-lived assets, such as landfill and other facility closure costs, are capitalized and amortized to expense over an asset’s useful life using a systematic and rational allocation method. This standard is effective for fiscal years beginning after June 15, 2002. The adoption of SFAS 143 on January 1, 2003 resulted in a charge of $1.3 million, net of tax, or $0.02 per share, which was recognized in our first quarter 2003 statement of operations as a cumulative change in accounting principle, primarily for asset retirement obligations related to landfills.

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Forward-Looking Statements

From time-to-time, the Company has made and may continue to make “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this report relate to future events and expectations and, as such, constitute forward-looking statements. Forward-looking statements include those containing such words as “anticipates,” “believes,” “estimates,” “expects,” “would,” “should,” “will,” “will likely result,” “forecast,” “outlook,” “projects,” and similar expressions. Such forward-looking statements are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which the Company is unable to predict or control, that may cause our actual results or performance to materially differ from any future results or performance expressed or implied by such statements. Various of these factors are described in Item 1A, Risk Factors, of this Annual Report on Form 10-K and will be described from time-to-time in the Company filings with the Securities and Exchange Commission (“SEC”), including the Company’s Annual Reports on Form 10-K and the Company’s subsequent reports filed with the SEC on Form 10-Q and Form 8-K, which are available on the SEC’s website at http://www.sec.gov and on the Company’s website at http://www.alleghenytechnologies.com. We assume no duty to update our forward-looking statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk. We attempt to maintain a reasonable balance between fixed- and floating-rate debt to keep financing costs as low as possible. At December 31, 2005, we had approximately $77 million of floating rate debt outstanding with a weighted average interest rate of approximately 5.6%. Since the interest rate on this debt floats with the short-term market rate of interest, we are exposed to the risk that these interest rates may increase. For example, a hypothetical 1% in rate of interest on $77 million of outstanding floating rate debt would result in increased annual financing costs of $0.8 million. Approximately $54 million of this floating rate debt is capped at a 6% maximum interest rate.

Volatility of Energy Prices. Energy resources markets are subject to conditions that create uncertainty in the prices and availability of energy resources. The prices for and availability of electricity, natural gas, oil and other energy resources are subject to volatile market conditions. These market conditions often are affected by political and economic factors beyond our control. Increases in energy costs, or changes in costs relative to energy costs paid by competitors, have and may continue to adversely affect our profitability. To the extent that these uncertainties cause suppliers and customers to be more cost sensitive, increased energy prices may have an adverse effect on our results of operations and financial condition. We use approximately 10 to 12 million MMBtu’s of natural gas annually, depending upon business conditions, in the manufacture of our products. These purchases of natural gas expose us to risk of higher gas prices. For example, a hypothetical $1.00 per MMBtu increase in the price of natural gas would result in increased annual energy costs of approximately $10 to $12 million.

Volatility of Raw Material Prices. We use raw materials surcharge and index mechanisms to offset the impact of increased raw material costs; however, competitive factors in the marketplace can limit our ability to institute such mechanisms, and there can be a delay between the increase in the price of raw materials and the realization of the benefit of such mechanisms. For example, since we generally use in excess of 85 million pounds of nickel each year, a hypothetical change of $1.00 per pound in nickel prices would result in increased costs of approximately $85 million. In addition, we also use in excess of 800 million pounds of ferrous scrap in the production of our products and a hypothetical change of $0.01 per pound would result in increased costs of approximately $8 million. While we enter into raw materials futures contracts from time-to-time to hedge exposure to price fluctuations, such as for nickel, we cannot be certain that our hedge position adequately reduces exposure. We believe that we have adequate controls to monitor these contracts, but we may not be able to accurately assess exposure to price volatility in the markets for critical raw materials.

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Item 8. Financial Statements and Supplementary Data

Allegheny Technologies Incorporated and Subsidiaries
Consolidated Statements of Operations

(In millions except per share amounts) For the Years Ended December 31,	2005			2004			2003
Sales	$	3,539.9		$	2,733.0		$	1,937.4
Costs and expenses:
Cost of sales		2,889.7			2,488.1			1,873.6
Selling and administrative expenses		275.8			233.3			248.8
Restructuring costs and curtailment (gain), net		23.9			(40.4	)		62.4
Income (loss) before interest, other income (expense), income taxes and cumulative effect of change in accounting principle		350.5			52.0			(247.4	)
Interest expense, net		(38.6	)		(35.5	)		(27.7	)
Other income (expense), net		(4.8	)		3.3			(5.1	)
Income (loss) before income taxes and cumulative effect of change in accounting principle		307.1			19.8			(280.2	)
Income tax provision (benefit)		(54.7	)		—			33.1
Income (loss) before cumulative effect of change in accounting principle		361.8			19.8			(313.3	)
Cumulative effect of change in accounting principle, net of tax		(2.0	)		—			(1.3	)
Net income (loss)	$	359.8		$	19.8		$	(314.6	)
Basic income (loss) per common share before cumulative effect of change in accounting principle	$	3.76		$	0.23		$	(3.87	)
Cumulative effect of change in accounting principle		(0.02	)		—			(0.02	)
Basic net income (loss) per common share	$	3.74		$	0.23		$	(3.89	)
Diluted income (loss) per common share before cumulative effect of change in accounting principle	$	3.59		$	0.22		$	(3.87	)
Cumulative effect of change in accounting principle		(0.02	)		—			(0.02	)
Diluted net income (loss) per common share	$	3.57		$	0.22		$	(3.89	)

The accompanying notes are an integral part of these statements.

37

Allegheny Technologies Incorporated and Subsidiaries
Consolidated Balance Sheets

	December 31,			December 31,
(In millions except share and per share amounts)	2005			2004
Assets
Cash and cash equivalents	$	362.7		$	250.8
Accounts receivable, net		442.1			357.9
Inventories, net		607.1			513.0
Deferred income taxes		22.8			—
Prepaid expenses and other current assets		49.3			38.5
Total Current Assets		1,484.0			1,160.2
Property, plant and equipment, net		704.9			718.3
Cost in excess of net assets acquired		199.7			205.3
Deferred income taxes		155.3			53.0
Deferred pension asset		100.6			122.3
Other assets		87.1			56.6
Total Assets	$	2,731.6		$	2,315.7
Liabilities and Stockholders’ Equity
Accounts payable	$	312.9		$	271.2
Accrued liabilities		234.6			192.2
Short-term debt and current portion of long-term debt		13.4			29.4
Total Current Liabilities		560.9			492.8
Long-term debt		547.0			553.3
Accrued postretirement benefits		461.5			472.7
Pension liabilities		242.9			240.9
Other long-term liabilities		119.4			130.1
Total Liabilities		1,931.7			1,889.8
Stockholders’ Equity:
Preferred stock, par value $0.10: authorized - 50,000,000 shares; issued - none		—			—
Common stock, par value $0.10: authorized - 500,000,000 shares; issued 98,951,490 at 2005 and 2004; outstanding - 98,200,561 shares at 2005 and 95,782,011 shares at 2004		9.9			9.9
Additional paid-in capital		535.6			481.2
Retained earnings		642.6			345.5
Treasury stock: 750,929 shares at 2005 and 3,169,479 shares at 2004		(18.8	)		(79.4	)
Accumulated other comprehensive loss, net of tax		(369.4	)		(331.3	)
Total Stockholders’ Equity		799.9			425.9
Total Liabilities and Stockholders’ Equity	$	2,731.6		$	2,315.7

The accompanying notes are an integral part of these statements.

38

Allegheny Technologies Incorporated and Subsidiaries
Consolidated Statements of Cash Flows

(In millions)
For the Years Ended December 31,	2005			2004			2003
Operating Activities:
Net income (loss)	$	359.8		$	19.8		$	(314.6	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Cumulative effect of change in accounting principle		2.0			—			1.3
Depreciation and amortization		77.3			76.1			74.6
Non-cash restructuring costs and curtailment (gain), net		22.4			(45.6	)		52.6
Deferred income taxes		(92.0	)		(0.4	)		72.7
Change in operating assets and liabilities:
Inventories		(87.9	)		(96.8	)		32.6
Accounts receivable		(78.7	)		(78.4	)		(9.5	)
Pension assets and liabilities (a)		(42.3	)		18.2			67.7
Accounts payable		39.0			83.7			2.9
Accrued liabilities		38.7			11.0			31.4
Accrued income taxes		18.5			7.2			44.7
Postretirement benefits		(11.1	)		18.9			10.9
Other		(23.1	)		10.4			14.7
Cash provided by operating activities		222.6			24.1			82.0
Investing Activities:
Purchases of property, plant and equipment		(90.1	)		(49.9	)		(74.4	)
Purchase of businesses and investments in ventures, net of cash acquired		(18.3	)		(7.5	)		(0.8	)
Disposals of property, plant and equipment		0.6			6.6			9.8
Proceeds from sales of businesses and investments and other		(1.4	)		(3.8	)		(4.9	)
Cash used in investing activities		(109.2	)		(54.6	)		(70.3	)
Financing Activities:
Payments of long-term debt and capital leases		(38.5	)		(27.1	)		(14.6	)
Borrowings of long-term debt		11.0			11.7			28.5
Net borrowings (repayments) under credit facilities		1.8			(0.5	)		(1.5	)
Net borrowings (repayments)		(25.7	)		(15.9	)		12.4
Dividends paid		(27.1	)		(21.2	)		(19.4	)
Exercises of stock options		26.1			7.6			0.2
Tax benefit on share-based compensation		25.2			—			—
Issuance of common stock		—			229.7			—
Proceeds from interest rate swap settlement		—			1.5			15.3
Cash provided by (used in) financing activities		(1.5	)		201.7			8.5
Increase in cash and cash equivalents		111.9			171.2			20.2
Cash and cash equivalents at beginning of year		250.8			79.6			59.4
Cash and cash equivalents at end of year	$	362.7		$	250.8		$	79.6

(a) Includes voluntary cash pension contributions of $(100.0) million in 2005 and $(50.0) million in 2004

Amounts presented on the Consolidated Statements of Cash Flows may not agree to the corresponding changes in balance sheet items due to the accounting for purchases and sales of businesses and the effects of foreign currency translation.

The accompanying notes are an integral part of these statements.

39

Allegheny Technologies Incorporated and Subsidiaries
Consolidated Statements of Stockholders’ Equity

											Accumulated
			Additional								Other			Stock-
	Common		Paid-In		Retained			Treasury			Comprehensive			holders’
(In millions except per share amounts)	Stock		Capital		Earnings			Stock			Income (Loss)			Equity
Balance, December 31, 2002	$	9.9	$	481.2	$	835.1		$	(469.7	)	$	(407.7	)	$	448.8
Net loss		—		—		(314.6	)		—			—			(314.6	)
Other comprehensive income (loss), net of tax:
Minimum pension liability adjustment		—		—		—			—			47.0			47.0
Foreign currency translation gains		—		—		—			—			14.4			14.4
Unrealized gains on derivatives		—		—		—			—			4.6			4.6
Change in unrealized losses on securities		—		—		—			—			(0.1	)		(0.1	)
Comprehensive loss		—		—		(314.6	)		—			65.9			(248.7	)
Cash dividends on common stock ($0.24 per share)		—		—		(19.4	)		—			—			(19.4	)
Employee stock plans		—		—		(17.3	)		11.3			—			(6.0	)
Balance, December 31, 2003		9.9		481.2		483.8			(458.4	)		(341.8	)		174.7
Net income		—		—		19.8			—			—			19.8
Other comprehensive income (loss), net of tax:
Minimum pension liability adjustment		—		—		—			—			2.1			2.1
Foreign currency translation gains		—		—		—			—			20.8			20.8
Unrealized losses on derivatives		—		—		—			—			(12.4	)		(12.4	)
Comprehensive income		—		—		19.8			—			10.5			30.3
Cash dividends on common stock ($0.24 per share)		—		—		(21.2	)		—			—			(21.2	)
Issuance of common stock		—		—		(116.0	)		345.7			—			229.7
Employee stock plans		—		—		(20.9	)		33.3			—			12.4
Balance, December 31, 2004		9.9		481.2		345.5			(79.4	)		(331.3	)		425.9
Net income		—		—		359.8			—			—			359.8
Other comprehensive income (loss), net of tax:
Minimum pension liability adjustment		—		—		—			—			(36.0	)		(36.0	)
Foreign currency translation losses		—		—		—			—			(22.7	)		(22.7	)
Unrealized gains on derivatives		—		—		—			—			20.5			20.5
Change in unrealized gains on securities		—		—		—			—			0.1			0.1
Comprehensive income		—		—		359.8			—			(38.1	)		321.7
Cash dividends on common stock ($0.28 per share)		—		—		(27.1	)		—			—			(27.1	)
Employee stock plans		—		54.4		(35.6	)		60.6			—			79.4
Balance, December 31, 2005	$	9.9	$	535.6	$	642.6		$	(18.8	)	$	(369.4	)	$	799.9

The accompanying notes are an integral part of these statements.

40

Report of Independent Registered Public Accounting Firm

Board of Directors
Allegheny Technologies Incorporated

We have audited the accompanying consolidated balance sheets of Allegheny Technologies Incorporated and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Allegheny Technologies Incorporated and subsidiaries at December 31, 2005 and 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

     As discussed in Note 1 to the financial statements, in 2005 the Company changed its methods of accounting for stock-based compensation and conditional asset retirement obligations. As discussed in Note 3 to the financial statements, in 2004 the Company changed its method of accounting for LIFO inventory. In 2003 the Company changed its method of accounting for asset retirement obligations as disclosed in Note 1 to the financial statements.

     We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Allegheny Technologies Incorporated’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2006 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

February 23, 2006
Pittsburgh, Pennsylvania

41

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies —

Principles of Consolidation

The consolidated financial statements include the accounts of Allegheny Technologies Incorporated and its subsidiaries, including the Chinese joint venture known as Shanghai STAL Precision Stainless Steel Company Limited (“STAL”), in which the Company has a 60% interest. The remaining 40% interest in STAL is owned by Baosteel Group, a state authorized investment company whose equity securities are publicly traded in the People’s Republic of China. The financial results of STAL are consolidated into the Company’s operating results with the 40% interest of the Company’s minority partner recognized on the statement of operations as other income or expense, and on the balance sheet in other long-term liabilities. Investments in which the Company exercises significant influence, but which it does not control (generally a 20% to 50% ownership interest), are accounted for under the equity method of accounting. Significant intercompany accounts and transactions have been eliminated. Unless the context requires otherwise, “Allegheny Technologies,” “ATI” and the “Company” refer to Allegheny Technologies Incorporated and its subsidiaries.

Use of Estimates

The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Management believes that the estimates are reasonable.

Cash Equivalents and Investments

Cash equivalents are highly liquid investments valued at cost, which approximates fair value, acquired with an original maturity of three months or less.

     The Company’s investments in debt and equity securities are classified as available-for-sale and are reported at fair values, with net unrealized appreciation and depreciation on investments reported as a component of accumulated other comprehensive income (loss).

Accounts Receivable

Accounts receivable are presented net of a reserve for doubtful accounts of $8.1 million at December 31, 2005 and $8.4 million at December 31, 2004. The Company markets its products to a diverse customer base, principally throughout the United States. Trade credit is extended based upon evaluations of each customer’s ability to perform its obligations, which are updated periodically. Accounts receivable reserves are determined based upon an aging of accounts and a review for collectibility of specific accounts.

Inventories

Inventories are stated at the lower of cost (last-in, first-out (LIFO), first-in, first-out (FIFO), and average cost methods) or market, less progress payments. Costs include direct material, direct labor and applicable manufacturing and engineering overhead, and other direct costs. Most of the Company’s inventory is valued utilizing the LIFO costing methodology. Inventory of the Company’s non-U.S. operations is valued using average cost or FIFO methods.

     The Company evaluates product lines on a quarterly basis to identify inventory values that exceed estimated net realizable value. The calculation of a resulting reserve, if any, is recognized as an expense in the period that the need for the reserve is identified. It is the Company’s general policy to write-down to scrap value any inventory that is identified as obsolete and any inventory that has aged or has not moved in more than twelve months. In some instances this criterion is up to twenty-four months.

Long-Lived Assets

Property, plant and equipment are recorded at cost, and includes long-lived assets acquired under capital leases. The principal method of depreciation adopted for all property placed into service after July 1, 1996 is the straight-line method. For buildings and equipment acquired prior to July 1, 1996, depreciation is computed using a combination of accelerated and straight-line methods. Significant enhancements that extend the lives of property and equipment are capitalized. Costs related to repairs and maintenance are charged to expense in the year incurred. The cost and related accumulated depreciation of property and equipment retired or disposed of are removed from the accounts and any related gains or losses are included in income.

42

     The Company monitors the recoverability of the carrying value of its long-lived assets. An impairment charge is recognized when the expected net undiscounted future cash flows from an asset’s use (including any proceeds from disposition) are less than the asset’s carrying value and the asset’s carrying value exceeds its fair value. Assets to be disposed of by sale are stated at the lower of their fair values or carrying amounts and depreciation is no longer recognized.

Cost in Excess of Net Assets Acquired

At December 31, 2005, the Company had $199.7 million of goodwill on its balance sheet. Of the total, $62.0 million related to the High Performance Metals segment, $112.1 million related to the Flat-Rolled Products segment, and $25.6 million related to the Engineered Products segment. Goodwill decreased $5.6 million during 2005 as a result of the impact of foreign currency translation on goodwill denominated in functional currencies other than the U.S. dollar. The Company accounts for goodwill under Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). Under SFAS 142, goodwill and indefinite-lived intangible assets are reviewed annually for impairment, or more frequently if impairment indicators arise. The impairment test for goodwill requires a comparison of the fair value of each reporting unit that has goodwill associated with its operations with its carrying amount, including goodwill. If this comparison reflects impairment, then the loss would be measured as the excess of recorded goodwill over its implied fair value. Implied fair value is the excess of the fair value of the reporting unit over the fair value of all recognized and unrecognized assets and liabilities.

     The evaluation of goodwill for possible impairment includes estimating the fair market value of each of the reporting units which have goodwill associated with their operations using discounted cash flow and multiples of cash earnings valuation techniques, plus valuation comparisons to recent public sale transactions of similar businesses, if any. These valuation methods require the Company to make estimates and assumptions regarding future operating results, cash flows, changes in working capital and capital expenditures, selling prices, profitability, and the cost of capital. Although the Company believes that the estimates and assumptions used were reasonable, actual results could differ from those estimates and assumptions. The Company performs the required annual goodwill impairment evaluation in the fourth quarter of each year. No impairment of goodwill was determined to exist for the years ended December 31, 2005, 2004 or 2003.

Environmental

Costs that mitigate or prevent future environmental contamination or extend the life, increase the capacity or improve the safety or efficiency of property utilized in current operations are capitalized. Other costs that relate to current operations or an existing condition caused by past operations are expensed. Environmental liabilities are recorded when the Company’s liability is probable and the costs are reasonably estimable, but generally not later than the completion of the feasibility study or the Company’s recommendation of a remedy or commitment to an appropriate plan of action. The accruals are reviewed periodically and, as investigations and remediations proceed, adjustments of the accruals are made to reflect new information as appropriate. Accruals for losses from environmental remediation obligations do not take into account the effects of inflation, and anticipated expenditures are not discounted to their present value. The accruals are not reduced by possible recoveries from insurance carriers or other third parties, but do reflect allocations among potentially responsible parties (“PRPs”) at Federal Superfund sites or similar state-managed sites after an assessment is made of the likelihood that such parties will fulfill their obligations at such sites and after appropriate cost-sharing or other agreements are entered. The measurement of environmental liabilities by the Company is based on currently available facts, present laws and regulations, and current technology. Such estimates take into consideration the Company’s prior experience in site investigation and remediation, the data concerning cleanup costs available from other companies and regulatory authorities, and the professional judgment of the Company’s environmental experts in consultation with outside environmental specialists, when necessary.

Derivative Financial Instruments and Hedging

As part of its risk management strategy, the Company, from time-to-time, purchases futures and swap contracts to primarily manage exposure to changes in nickel prices, a component of raw material cost for some of its high performance metals and flat-rolled products, and natural gas, a significant energy cost for all of the Company’s businesses. The contracts obligate the Company to make or receive a payment equal to the net change in value of the contract at its maturity. These contracts are designated as hedges of the variability in cash flows of a portion of the Company’s forecasted purchases of nickel and natural gas payments. The majority of these contracts mature within one year. The Company accounts for all of these contracts as hedges under Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”). Changes in the fair value of these contracts are recognized as a component of other comprehensive income (loss) in stockholders’ equity until the hedged item is recognized in the statement of operations within cost of sales. If a portion of the contract is ineffective as a hedge of the underlying exposure, the change in fair value related to the ineffective portion is immediately recognized as income or expense in the statement of operations within cost of sales.

43

     Foreign currency exchange contracts are used, from time-to-time, to limit transactional exposure to changes in currency exchange rates. The Company sometimes purchases foreign currency forward contracts that permit it to sell specified amounts of foreign currencies expected to be received from its export sales for pre-established U.S. dollar amounts at specified dates. The forward contracts are denominated in the same foreign currencies in which export sales are denominated. These contracts are designated as hedges of the variability in cash flows of a portion of the forecasted future export sales transactions which otherwise would expose the Company to foreign currency risk. The Company accounts for all of these contracts as hedges under SFAS 133. Changes in the fair value of these contracts are recognized as a component of other comprehensive income (loss) in stockholders’ equity until the hedged item is recognized in the statement of operations. If a portion of the contract is ineffective as a hedge of the underlying exposure, the change in fair value related to the ineffective portion is immediately recognized as income or expense in the statement of operations.

     Derivative interest rate contracts are used from time-to-time to manage the Company’s exposure to interest rate risks. For example, in 2003 and 2002, the Company entered into interest rate swap contracts for the receipt of fixed rate amounts in exchange for floating rate interest payments over the life of the contracts without an exchange of the underlying principal amount. These contracts are designated as fair value hedges. As a result, changes in the fair value of these swap contracts and the underlying fixed rate debt are recognized in the statement of operations.

     In general, hedge effectiveness is determined by examining the relationship between offsetting changes in fair value or cash flows attributable to the item being hedged and the financial instrument being used for the hedge. Effectiveness is measured utilizing regression analysis and other techniques, to determine whether the change in the fair market value or cash flows of the derivative exceeds the change in fair value or cash flow of the hedged item. Calculated ineffectiveness, if any, is immediately recognized on the statement of operations. For the years ended December 31, 2005, 2004 and 2003, calculated ineffectiveness was not material to the results of operations.

Foreign Currency Translation

Assets and liabilities of international operations are translated into U.S. dollars using year-end exchange rates, while revenues and expenses are translated at average exchange rates during the period. The resulting net translation adjustments are recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity.

Sales Recognition

Sales are recognized when title passes or as services are rendered.

Research and Development

Company funded research and development costs were $8.4 million in 2005, $8.2 million in 2004 and $11.5 million in 2003 and were expensed as incurred. Customer funded research and development costs were $1.7 million in 2005, $1.7 million in 2004 and $2.4 million in 2003. Customer funded research and development costs are recognized in the consolidated statement of operations in accordance with revenue recognition policies.

Income Taxes

The provision for, or benefit from, income taxes includes deferred taxes resulting from temporary differences in income for financial and tax purposes using the liability method. Such temporary differences result primarily from differences in the carrying value of assets and liabilities. Future realization of deferred income tax assets requires sufficient taxable income within the carryback, carryforward period available under tax law. The Company evaluates, on a quarterly basis whether, based on all available evidence, it is probable that the deferred income tax assets are realizable. Valuation allowances are established when it is estimated that it is more likely than not that the tax benefit of the deferred tax asset will not be realized. The evaluation, as prescribed by Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes,” includes the consideration of all available evidence, both positive and negative, regarding historical operating results including recent years with reported losses, the estimated timing of future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards, and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused.

Net Income (Loss) Per Common Share

Basic and diluted net income (loss) per share are calculated by dividing the net income or loss available to common stockholders by the weighted average number of common shares outstanding during the year. The calculation of diluted net loss per share excludes the potentially dilutive effect of outstanding stock options since the inclusion in the calculation of additional shares in the net loss per share would result in a lower per share loss and therefore be anti-dilutive.

44

Stock-based Compensation

Effective January 1, 2005, the Company adopted Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment” (“SFAS 123R”). Under the revised standard, companies may no longer account for share-based compensation transactions, such as stock options, restricted stock, and potential payments under programs such as the Company’s Total Shareholder Return Program (“TSRP”) awards, using the intrinsic value method as defined in APB Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). Instead, companies are required to account for such equity transactions using an approach in which the fair value of an award is estimated at the date of grant and recognized as an expense over the requisite service period. Compensation expense is adjusted for equity awards that do not vest because service or performance conditions are not satisfied. However, compensation expense already recognized is not adjusted if market conditions are not met, such as the Company’s total shareholder return performance relative to a peer group under the Company’s TSRP awards, or for stock options which expire “out-of-the-money.” The new standard was adopted using the modified prospective method and beginning with the first quarter 2005, the Company reflects compensation expense in accordance with the SFAS 123R transition provisions. Under the modified prospective method, the effect of the standard is recognized in the period of adoption and in future periods. Prior periods have not been restated to reflect the impact of adopting the new standard.

     Prior to 2005, the Company accounted for its stock option plans and other stock-based compensation in accordance with APB 25. Under APB 25, for awards which vest without a performance-based contingency, no compensation expense was recognized when the exercise price of the Company’s employee stock options equaled the market price of the underlying stock at the date of the grant. Compensation expense for fixed stock-based awards, generally awards of nonvested stock, was recognized over the associated employment service period based on the fair value of the stock at the date of the grant. The Company also had performance-based stock award programs which were accounted for under the variable plan rules of APB 25. Compensation expense for these awards of stock, which are earned based on performance-based criteria, was recognized at the measurement date based on the stock price at the end of the performance period, with compensation expense recognized at interim dates based on performance criteria achieved and the Company’s stock price at the interim dates.

     Compensation expense for 2005 related to share-based incentive plans was $9.4 million compared to $20.6 million in 2004. Share-based compensation expense for 2005 includes $2.6 million related to expensing of stock options. The following table illustrates the pro forma effect on operating results and per share information for 2004 and 2003, had the Company accounted for share-based compensation in accordance with SFAS 123R during those periods. For comparative presentation purposes, the effect of the deferred tax valuation allowance is excluded from the 2003 stock-based compensation net of tax amounts.

(In millions, except per share amounts)	2004			2003
Net income (loss) as reported	$	19.8		$	(314.6	)
Add: Stock-based compensation expense included in net income (loss), net of tax		20.6			7.9
Deduct: Impact of SFAS 123R, net of tax		(11.0	)		(11.2	)
Pro forma net income (loss)	$	29.4		$	(317.9	)
Net income (loss) per common share:
Basic – as reported	$	0.23		$	(3.89	)
Basic – pro forma	$	0.34		$	(3.93	)
Diluted – as reported	$	0.22		$	(3.89	)
Diluted – pro forma	$	0.33		$	(3.93	)

New Accounting Pronouncements

Effective January 1, 2003, as required, the Company adopted Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” (“SFAS 143”). Under SFAS 143, obligations associated with the retirement of tangible long-lived assets, such as landfill and other facility closure costs, are capitalized and amortized to expense over an asset’s useful life using a systematic and rational allocation method. The Company’s adoption of SFAS 143 resulted in recognizing a charge of $1.3 million, net of income taxes of $0.7 million, or $0.02 per share, principally for asset retirement obligations related to landfills in the Company’s Flat-Rolled Products segment. This charge is reported in the consolidated statement of operations for the year ended December 31, 2003 as a cumulative effect of a change in accounting principle.

     In March 2005, the Financial Accounting Standards Board issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”), an interpretation of SFAS 143. FIN 47 clarifies that the term “conditional asset retirement obligation” as used in SFAS 143 refers to a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within

45

the control of the entity. An entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated, even if conditional on a future event. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005, and ATI adopted the standard in the 2005 fourth quarter, as required. The adoption of FIN 47 resulted in recognizing a charge of $2.0 million, net of income taxes of $1.3 million, and is reported as a cumulative effect of a change in accounting principle. The pro forma effects of the application of FIN 47 as if the Statement had been adopted on January 1, 2003 were not material.

Reclassifications

Certain amounts from prior years have been reclassified to conform with the 2005 presentation.

Note 2. Acquisitions

Garryson Limited

On April 5, 2005, a subsidiary of the Company acquired U.K.-based Garryson Limited (“Garryson”), a leading producer of tungsten carbide burrs, rotary tooling and specialty abrasive wheels and discs, from Elliott Industries Limited for approximately $18 million in cash. Garryson had sales of over $30 million in 2004. The transaction was accounted for as a purchase business combination, and results of operations include Garryson subsequent to the acquisition date. The acquired operations were integrated into ATI’s Metalworking Products operation, which is part of the Company’s Engineered Products business segment.

     The following is a summary of the final purchase price allocation of the assets acquired and liabilities assumed or recognized in conjunction with the Garryson acquisition based upon their estimated fair market values.

(In millions)	Allocated Purchase Price
Acquired assets:
Cash	$	0.3
Accounts receivable		4.7
Inventory		6.2
Other current assets		0.2
Deferred tax assets		12.7
Property, plant and equipment		0.3
Total assets		24.4
Assumed liabilities:
Accounts payable		2.7
Accrued current liabilities		1.2
Other long-term liabilities		1.9
Total liabilities		5.8
Purchase price — net assets acquired	$	18.6

     The fair market value of the Garryson net assets acquired was in excess of the purchase price. In accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations” (“SFAS 141”), the excess of fair value over the purchase price represents negative goodwill, which has been allocated as a pro rata reduction to the amounts that would otherwise have been assigned to the acquired noncurrent assets, principally property, plant and equipment.

J&L Specialty Steel LLC Assets

On June 1, 2004, a subsidiary of the Company acquired substantially all of the assets of J&L Specialty Steel LLC, a producer of flat-rolled stainless steel products with operations in Midland, Pennsylvania and Louisville, Ohio. Consideration for the acquisition of $69.0 million consisted of a payment of $7.5 million at closing, the issuance to the seller of a non-interest bearing $7.5 million promissory note that matured on June 1, 2005, the issuance to the seller of a promissory note in the principal amount of $54.0 million, which is secured by the J&L property, plant and equipment acquired, and which is subject to adjustment on the terms set forth in the asset purchase agreement and has a final maturity of July 1, 2011, and the assumption of certain current liabilities. The purchase price is expected to be finalized in 2006, pending agreement between buyer and seller regarding certain working capital adjustments. The acquired operations have been integrated into the Allegheny Ludlum operations, which are part of the Company’s Flat-Rolled Products business segment.

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Note 3. Inventories —

Inventory at December 31, 2005 and 2004 was as follows:

(In millions)	2005			2004
Raw materials and supplies	$	111.1		$	70.8
Work-in-process		645.4			573.6
Finished goods		128.5			99.1
Total inventories at current cost		885.0			743.5
Less allowances to reduce current cost values to LIFO basis		(269.7	)		(223.9	)
Progress payments		(8.2	)		(6.6	)
Total inventories	$	607.1		$	513.0

     Inventories, before progress payments, determined on the last-in, first-out (“LIFO”) method were $437.7 million at December 31, 2005 and $413.8 million at December 31, 2004. The remainder of the inventory was determined using the first-in, first-out (“FIFO”) and average cost methods. These inventory values do not differ materially from current cost. The effect of using the LIFO methodology to value inventory, rather than FIFO, increased cost of sales in 2005, 2004 and 2003 by $45.8 million, $112.2 million, and $37.0 million, respectively.

     In the quarter ended June 30, 2004, the Company changed its method of calculating LIFO inventories at its Allegheny Ludlum subsidiary by reducing the overall number of Company-wide inventory pools from 15 to eight, and by changing its calculation method for LIFO from the double-extension method to the link-chain method. The Company made the change in order to better match costs with revenues, to reflect the business structure of Allegheny Ludlum following the J&L asset acquisition, to provide for a LIFO adjustment more representative of Allegheny Ludlum’s actual inflation on its inventories, and to conform LIFO accounting methods with other ATI operations that use the LIFO inventory method. The cumulative effect of the change in methods and the pro forma effects of the change on prior years’ results of operations were not determinable. The effect of the change on the results of operations for 2004 was not material.

     During 2005 and 2004, inventory usage resulted in liquidations of LIFO inventory quantities. These inventories were carried at the lower costs prevailing in prior years as compared with the cost of current purchases. The effect of these LIFO liquidations was to decrease cost of sales by $2.8 million in 2005 and by $0.6 million in 2004.

Note 4. Debt —

Debt at December 31, 2005 and 2004 was as follows:

(In millions)	2005			2004
Allegheny Technologies $300 million 8.375% Notes due 2011, net (a)	$	307.5		$	308.4
Allegheny Ludlum 6.95% debentures due 2025		150.0			150.0
Domestic Bank Group $325 million secured credit agreement		—			—
Promissory notes for J&L asset acquisition		54.0			59.5
Foreign credit agreements		23.7			38.6
Industrial revenue bonds, due through 2020		11.8			12.8
Capitalized leases and other		13.4			13.4
Total short-term and long-term debt		560.4			582.7
Short-term debt and current portion of long-term debt		(13.4	)		(29.4	)
Total long-term debt	$	547.0		$	553.3

(a) Includes fair value adjustments for interest rate swap contracts of $12.2 million and $13.7 million for deferred gains on settled interest rate swap contracts at December 31, 2005 and 2004, respectively.

     Interest expense was $47.0 million in 2005, $38.4 million in 2004 and $33.9 million in 2003. Interest expense was reduced by $0.2 million, $0.9 million, and $2.1 million in 2005, 2004 and 2003, respectively, from interest capitalization on capital projects. Interest and commitment fees paid were $44.8 million in 2005, $38.0 million in 2004, and $39.2 million in 2003. Net interest expense includes interest income of $8.4 million in 2005, $2.9 million in 2004, and $6.2 million in 2003. Interest income for 2003 includes $4.0 million related to a Federal income tax refund associated with prior years.

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     Scheduled maturities of borrowings during the next five years are $13.4 million in 2006, $32.4 million in 2007, $15.2 million in 2008, $11.7 million in 2009 and $11.7 million in 2010.

     In December 2001, the Company issued $300 million of 8.375% Notes due December 15, 2011 which are registered under the Securities Act of 1933. Interest on the Notes is payable semi-annually, on June 15 and December 15, and is subject to adjustment under certain circumstances. These Notes contain default provisions with respect to default for the following, among other things: nonpayment of interest on the Notes for 30 days, default in payment of principal when due, or failure to cure the breach of a covenant as provided in the Notes. Any violation of the default provision could result in the requirement to immediately repay the borrowings. These Notes are presented on the balance sheet net of unamortized issuance costs of $4.7 million, which are being amortized over the term of the Notes.

     In 2002, the Company entered into interest rate swap contracts with respect to a $150 million notional amount related to the Notes, which involved the receipt of fixed rate amounts in exchange for floating rate interest payments over the life of the contracts without an exchange of the underlying principal amount. These “receive fixed, pay floating” arrangements were designated as fair value hedges, and effectively converted $150 million of the Notes to variable rate debt. As a result, changes in the fair value of the swap contracts and the notional amount of the underlying fixed rate debt are recognized in the statement of operations. In 2003, the Company terminated the majority of these interest rate swap contracts and received $15.3 million in cash. Subsequent to the interest rate swap terminations, in 2003 the Company entered into new “receive fixed, pay floating” interest rate swap arrangements related to the Notes which re-established, in total, a $150 million notional amount that effectively converted this portion of the Notes to variable rate debt. In 2004, the Company terminated all remaining interest rate swap contracts still outstanding, and realized net cash proceeds of $1.5 million. The gains on settlement realized in 2004 and 2003 remain a component of the reported balance of the Notes, and are ratably recognized as a reduction to interest expense over the remaining life of the Notes, which is approximately six years. At December 31, 2005, the deferred settlement gain was $12.2 million. The result of the “receive fixed, pay floating” arrangements was a decrease in interest expense of $1.5 million, $4.4 million, and $6.7 million for the years ended December 31, 2005, 2004 and 2003, respectively, compared to the fixed interest expense of the ten-year Notes.

     On August 4, 2005, the Company amended its $325 million senior secured domestic revolving credit facility (“the secured credit facility” or “the facility”) to (1) extend the facility term to August 2010 from its original maturity date of June 2007, (2) enable the Company to execute various corporate actions without the prior consent of the lending group, so long as, after giving effect to such corporate action, the Company maintains a minimum undrawn availability (as described in the facility) of $75 million, (3) reduce the borrowing costs under the facility and (4) incorporate a feature that would permit the Company to increase the size of the facility, assuming the Company had sufficient collateral, by up to $150 million. The facility is secured by all accounts receivable and inventory of the Company’s U.S. operations and includes capacity for up to $175 million of letters of credit. Under the amended facility, if undrawn availability as described in the facility were to decline below $75 million, corporate actions that could be undertaken without the prior consent of the lending group, including capital expenditures, acquisitions, sales of assets, dividends, investments in, or loans to, corporations, partnerships, joint ventures and subsidiaries, issuance of unsecured indebtedness, leases, and prepayment of indebtedness, would be limited. The amended facility contains a financial covenant, which is not measured unless our undrawn availability is less than $75 million. This financial covenant, when measured, requires the Company to prospectively maintain a ratio of consolidated earnings before interest, taxes, depreciation and amortization (as defined in the credit facility) to fixed charges of at least 1.0 to 1.0 from the date the covenant is measured. The Company’s ability to borrow under the amended secured credit facility in the future could be adversely affected if the Company fails to maintain the applicable covenants under the agreement governing the facility.

     Fees associated with the secured credit facility are determined based on the Company’s availability coverage ratio, which is a ratio of collateral versus outstanding borrowings and letters of credit. Borrowings under the secured credit facility bear interest at the Company’s option at either: (1) the one-, two-, three- or six-month LIBOR rate plus a margin ranging from 1.00% to 1.75% depending upon the availability coverage ratio; or (2) a base rate announced from time-to-time by the lending group (i.e. the Prime lending rate) plus a margin ranging from 0% to 1.00% depending upon the availability coverage ratio. In addition, the secured credit facility contains a facility fee of 0.20% to 0.35% depending on the availability coverage ratio. The facility also contains fees for issuing letters of credit of 0.125% per annum and annualized fees ranging from 1.00% to 1.75% depending on the availability coverage ratio. The Company’s overall borrowing costs under the secured credit facility are not affected by changes in the Company’s credit ratings.

     At December 31, 2005, the Company had the ability to access the entire $325 million undrawn availability under the facility, and there have been no borrowings made under either the secured credit facility or the former unsecured credit facility since the beginning of 2002. The Company’s outstanding letters of credit issued under the secured credit facility were approximately $127 million at December 31, 2005.

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     The Company’s subsidiaries also maintain credit agreements with various foreign banks, which provide for borrowings of up to approximately $68 million, including capacity for $9 million of short-term financing of trade accounts payable at the Company’s 60% owned STAL joint venture in China. At December 31, 2005, the Company had approximately $45 million of available borrowing capacity under these foreign credit agreements. These agreements provide for annual facility fees of up to 0.20%. The weighted average interest rate of foreign credit agreements in 2005 was 5.5%.

     The Company has no off-balance sheet financing relationships with variable interest entities, structured finance entities, or any other unconsolidated entities. At December 31, 2005, the Company has not guaranteed any third-party indebtedness.

Note 5. Supplemental Financial Statement Information —

Cash and cash equivalents at December 31, 2005 and 2004 were as follows:

(In millions)	2005		2004
Cash	$	73.3	$	43.8
Other short-term investments, at cost which approximates market		289.4		207.0
Total cash and cash equivalents	$	362.7	$	250.8

     The estimated fair value of financial instruments at December 31, 2005 and 2004 was as follows:

(In millions)	2005				2004
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Cash and cash equivalents	$	362.7	$	362.7	$	250.8	$	250.8
Debt:
Allegheny Technologies $300 million 8.375% Notes due 2011, net (a)		307.5		338.5		308.4		346.7
Allegheny Ludlum 6.95% debentures due 2025		150.0		148.3		150.0		147.0
Promissory notes for J&L asset acquisition		54.0		54.0		59.5		59.5
Foreign credit agreements		23.7		23.7		38.6		38.6
Industrial revenue bonds, due through 2020		11.8		11.8		12.8		12.8
Capitalized leases and other		13.4		13.4		13.4		13.4

(a) Includes fair value adjustments for settled interest rate swap contracts of $12.2 million at December 31, 2005 and $13.7 million at December 31, 2004.

     The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:

      Cash and cash equivalents: The carrying amount on the balance sheet approximates fair value.

     Short-term and long-term debt: The fair values of the Allegheny Technologies 8.375% Notes and the Allegheny Ludlum 6.95% debentures were based on quoted market prices. The carrying amounts of the other short-term and long-term debt approximate fair value.

     Accounts receivable are presented net of a reserve for doubtful accounts of $8.1 million at December 31, 2005 and $8.4 million at December 31, 2004. During 2005, the Company recognized expense of $1.7 million to increase the reserve for doubtful accounts and wrote off $2.0 million of uncollectible accounts, which reduced the reserve. During 2004, the Company made no increases for doubtful accounts and wrote off $1.8 million of uncollectible accounts, which reduced the reserve. During 2003, the Company recognized expense of $2.2 million to increase the reserve for doubtful accounts and wrote off $2.1 million of uncollectible accounts, which reduced the reserve.

     Accrued liabilities included salaries and wages of $48.5 million and $45.2 million at December 31, 2005 and 2004, respectively.

     Property, plant and equipment at December 31, 2005 and 2004 were as follows:

(In millions)	2005			2004
Land	$	23.5		$	24.1
Buildings		230.8			231.4
Equipment and leasehold improvements		1,580.1			1,562.4
		1,834.4			1,817.9
Accumulated depreciation and amortization		(1,129.5	)		(1,099.6	)
Total property, plant and equipment	$	704.9		$	718.3

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     Depreciation and amortization for the years ended December 31, 2005, 2004 and 2003 was as follows:

(In millions)	2005		2004		2003
Depreciation of property, plant and equipment	$	70.0	$	70.2	$	69.4
Software and other amortization		7.3		5.9		5.2
Total depreciation and amortization	$	77.3		76.1	$	74.6

     Other income (expense) for the years ended December 31, 2005, 2004 and 2003 was as follows:

(In millions)	2005			2004			2003
Minority interest	$	(5.5	)	$	(4.8	)		$	(2.7	)
Rent, royalty income and other income		1.1			2.5				2.0
Net gains (losses) on property and investments		(0.4	)		5.6				(4.4	)
Total other income (expense)	$	(4.8	)	$	3.3			$	(5.1	)

Note 6. Accumulated Other Comprehensive Income (Loss) —

The components of accumulated other comprehensive income (loss), net of tax, at December 31, 2005, 2004 and 2003 were as follows:

													Total
	Foreign			Net Unrealized			Minimum						Accumulated
	Currency			Gains (Losses)			Pension			Net Unrealized			Other
	Translation			On Derivative			Liability			Gains (Losses)			Comprehensive
(In millions)	Adjustments			Instruments			Adjustments			On Investments			Income (Loss)
Balance, December 31, 2002	$	(6.6	)	$	5.2		$	(406.4	)	$	0.1		$	(407.7	)
Amounts arising during the year		14.4			4.6			47.0			(0.1	)		65.9
Balance, December 31, 2003		7.8			9.8			(359.4	)		—			(341.8	)
Amounts arising during the year		20.8			(12.4	)		2.1			—			10.5
Balance, December 31, 2004		28.6			(2.6	)		(357.3	)		—			(331.3	)
Amounts arising during the year		(22.7	)		20.5			(36.0	)		0.1			(38.1	)
Balance, December 31, 2005	$	5.9		$	17.9		$	(393.3	)	$	0.1		$	(369.4	)

     Other comprehensive income (loss) amounts are net of income tax expense (benefit). Amounts in 2005 and 2003 exclude effects of the deferred tax valuation allowance. Amounts arising during 2004 include an income tax valuation allowance equal to the income tax expense (benefit) that would have been recognized. Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries.

Note 7. Stockholders’ Equity —

Preferred Stock

Authorized preferred stock may be issued in one or more series, with designations, powers and preferences as shall be designated by the Board of Directors. At December 31, 2005, there were no shares of preferred stock issued.

Common Stock

On July 28, 2004, the Company completed a public offering of 13.8 million shares of common stock at $17.50 per share, and received $229.7 million in net proceeds after underwriting costs and expenses. The 13.8 million shares were re-issued from treasury stock. Per share amounts for 2004 reflect the effect of the public offering on a weighted average basis for the periods presented.

Share-based Compensation

As described in Note 1, effective January 1, 2005, the Company accounts for its share-based compensation awards in accordance with SFAS 123R. The Company previously accounted for share-based compensation in accordance with APB 25. Certain share awards previously classified as assets and liabilities were reclassified to Shareholders’ Equity based on the SFAS 123R requirements resulting in a net increase to Shareholders’ Equity of $16.0 million at January 1, 2005. The Company

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sponsors three principal share-based incentive compensation programs. During 2000, the Company adopted the Allegheny Technologies Incorporated 2000 Incentive Plan (the “Incentive Plan”). Awards earned under share-based incentive compensation programs are generally paid with shares held in treasury, if sufficient treasury shares are held, and any additional required share payments are made with newly issued shares.

     At December 31, 2005, approximately 2.8 million shares of common stock were available for future awards under the Incentive Plan. The general terms of each arrangement granted under the Incentive Plan, and predecessor plans, the method of estimating fair value for each arrangement, and award activity is reported below.

     Stock option awards: Options granted to employees vest in one-third increments over three years, based on term of service. Options have been granted at not less than market prices on the dates of grant. Options granted under the Incentive Plan have a maximum term of 10 years. Compensation expense under FAS 123R is recognized on a straight-line basis over the vesting period for the entire grant. Fair value as calculated under Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation,” was used to recognize expense upon adoption of SFAS 123R. Compensation expense related to stock option awards was $2.6 million in 2005. Prior to 2005, under the previous APB 25 accounting standard for share-based compensation, no compensation expense for stock option plans was recognized for awards that vest without a performance-based contingency where the exercise price of the stock option award equaled the market price of the underlying stock at the date of grant. As of December 31, 2005, the remaining amount of compensation expense relating to unvested stock option awards was not material. The fair value of each option grant was estimated on the date of grant using the Black-Scholes-Merton option-pricing model with the following weighted average assumptions:

	2005			2004			2003
Expected dividend yield		1.0	%		2.3	%		7.4	%
Expected volatility		59	%		59	%		51	%
Risk-free interest rate		4.3	%		4.2	%		3.5	%
Expected lives (in years)		8.0			8.0			8.0
Weighted average fair value of options granted during year	$	14.58		$	6.94		$	1.05

     The Company has not granted any stock options, other than grants to non-employee directors, since 2003. During 2005, the Company granted options to purchase 9,000 shares of Common Stock to non-employee directors, which vest in one year. In the 2003 third quarter, the Company initiated a stock option repurchase program whereby stock option plan participants, not including statutory insiders and certain other executives, could elect to sell to the Company, for $0.10 per option share, certain vested stock options. Approximately 1.6 million stock option shares were repurchased by the Company under this program, which expired in October 2003.

     Stock option transactions under the Company’s plans for the years ended December 31, 2005, 2004, and 2003 are summarized as follows:

(shares in thousands)	2005					2004					2003
				Weighted					Weighted					Weighted
	Number of			Average		Number of			Average		Number of			Average
	Shares			Exercise Price		Shares			Exercise Price		Shares			Exercise Price
Outstanding, beginning of year		6,126		$	13.10		7,274		$	12.45		7,919		$	20.42
Granted		9			24.38		16			11.24		2,155			4.29
Exercised		(2,266	)		11.49		(1,001	)		7.36		(72	)		7.25
Cancelled		(209	)		19.79		(163	)		18.99		(2,728	)		29.29
Outstanding at end of year		3,660		$	13.79		6,126		$	13.10		7,274		$	12.45
Exercisable at end of year		3,024		$	16.69		3,818		$	17.28		2,985		$	20.03

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     Options outstanding at December 31, 2005 were as follows:

(shares in thousands, life in years)			Options Outstanding					Options Exercisable
						Weighted				Weighted
Range of				Weighted Average		Average				Average
Exercise	Number of			Remaining		Exercise		Number of		Exercise
Prices	Shares			Contractual Life		Price		Shares		Price
$3.63-$7.00		1,236			7.1	$	4.42		609	$	4.71
7.01-10.00		1,017			6.8		7.25		1,017		7.25
10.01-15.00		206			6.0		12.59		206		12.59
15.01-20.00		455			5.6		17.43		455		17.43
20.01-30.00		197			3.9		22.35		188		23.41
30.01-40.00		195			2.5		35.95		195		35.95
40.01-50.00		354			1.4		44.32		354		44.32
		3,660			5.8	$	13.79		3,024	$	16.69

     Nonvested stock awards: Awards of nonvested stock are granted with either performance and/or service conditions. In certain grants, nonvested shares participate in cash dividends during the restriction period. In other grants, dividends are paid in the form of additional shares of nonvested stock, subject to the same vesting conditions and dividend treatment as the underlying shares. The fair value of nonvested stock awards is measured based on the stock price at the grant date, adjusted for non-participating dividends, as applicable, based on the current dividend rate. For nonvested stock awards in 2005 and 2004, one-half of the nonvested stock (“performance shares”) vests only on the attainment of an income target, measured over a cumulative three-year period. The remaining nonvested stock vests over a service period of five years, with accelerated vesting to three years if the performance shares’ vesting criterion is attained. Expense for each of these awards is recognized based on estimates of attaining the performance criterion. As of December 31, 2005, the income statement metrics were presently being attained for the performance shares, and expense for both portions of the awards is recognized on a straight line basis based on a three-year vesting assumption.

     Compensation expense related to all nonvested stock awards was $2.6 million in 2005. Compensation expense recognized in prior years under APB Opinion 25 for nonvested stock awards, excluding the Stock Acquisition and Retention Program termination described below, was $2.4 million and $2.5 million for 2004 and 2003, respectively. Approximately $3.6 million of unrecognized fair value compensation expense relating to nonvested stock awards is expected to be recognized through 2007 based on estimates of attaining performance vesting criteria. There were 663,678 shares of nonvested stock outstanding under all stock plans at December 31, 2005.

     The following table presents information on nonvested stock awards:

	2005		2004		2003
Number of shares granted		156,365		289,560		547,290
Weighted average grant date fair value per share	$	22.31	$	10.74	$	4.19

     In prior years, the Company maintained a Stock Acquisition and Retention Program (“SARP”). Under the SARP, certain executives could purchase shares of the Company’s common stock in exchange for a promissory note payable to the Company, and the Company would match the purchase with a grant of a certain number of shares of non-vested common stock. After the enactment of the Sarbanes-Oxley Act of 2002, the Board of Directors terminated the SARP and no further loans or purchases were permitted. As a net result of the termination of the SARP in September 2003, the Company received approximately $0.5 million in cash and recorded $5.6 million of expenses, which is included in selling and administrative expenses in the consolidated statement of operations.

     Total shareholder return incentive compensation program (“TSRP”) awards: Awards under the TSRP are granted at a target number of shares, and vest based on the measured return of the Company’s stock price and dividend performance at the end of three-year periods compared to the stock price and dividend performance of a group of industry peers. The 2003-2005 and 2004-2006 TSRP performance periods were in effect at the adoption of SFAS 123R. In 2005, the Company initiated a 2005-2007 TSRP, with 166,749 shares as the target level award. The actual number of shares awarded may range from a minimum of zero to a maximum of two times target, in the case of the 2003-2005 TSRP award, or three times target, in the case of the 2004-2006 and 2005-2007 TSRP awards. Fair values for the TSRP awards were estimated using Monte Carlo simulations of historical stock price correlation, projected dividend yields and other variables over three-year time

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horizons matching the TSRP performance periods. Compensation expense was $4.2 million in 2005 for the fair value of TSRP awards, compared to $18.1 million and $4.1 million recognized in 2004 and 2003, respectively, under APB 25.

     The estimated fair value of each TSRP award, including the projected shares to be awarded, and future compensation expense to be recognized for TSRP awards was as follows:

(in millions, except for shares)
			December 31 , 2005
TSRP Award			Unrecognized
Performance	TSRP Award		Compensation		Minimum		Target		Maximum
Period	Fair Value		Expense		Shares		Shares		Shares
2003 – 2005	$	3.4	$	—		0		538,777		1,077,554
2004 – 2006		4.6		1.5		0		347,042		1,041,126
2005 – 2007		4.9		3.2		0		166,749		500,247
Total			$	4.7		0		1,052,568		2,618,927

     An award was earned for the 2003-2005 TSRP performance period based on the Company’s stock price performance for the three-year period ending December 31, 2005, which resulted in the issuance of 1,063,639 shares of stock to participants in the 2006 first quarter.

Undistributed Earnings of Investees

Stockholders’ equity includes undistributed earnings of investees accounted for under the equity method of accounting of approximately $15.5 million at December 31, 2005.

Stockholders’ Rights Plan

Under the Company’s stockholder rights plan, each share of Allegheny Technologies common stock is accompanied by one right to purchase two one-hundredths of a share of preferred stock for $100. Each two hundredths of a share of preferred stock would be entitled to dividends and to vote on an equivalent basis with one share of common stock. The rights are neither exercisable nor separately transferable from shares of common stock unless a party acquires or effects a tender offer for more than 15% of Allegheny Technologies common stock. If a party acquired more than 15% of the Allegheny Technologies common stock or acquired the Company in a business combination, each right (other than those held by the acquiring party) would entitle the holder to purchase common stock or preferred stock at a substantial discount. The rights expire on March 12, 2008, and the Company’s Board of Directors can amend certain provisions of the plan or redeem the rights at any time prior to their becoming exercisable.

Note 8. Income Taxes —

Income tax provision (benefit) was as follows:

(In millions)	2005			2004			2003
Current:
Federal	$	32.4		$	(0.9	)	$	(36.6	)
State		1.7			(4.2	)		2.8
Foreign		4.6			5.5			2.6
Total		38.7			0.4			(31.2	)
Deferred:
Federal		(100.6	)		—			67.5
State		8.7			—			(2.6	)
Foreign		(1.5	)		(0.4	)		(0.6	)
Total		(93.4	)		(0.4	)		64.3
Income tax provision (benefit)	$	(54.7	)	$	—		$	33.1

53

     Results of operations for 2005 included an income tax benefit of $54.7 million principally caused by the reversal of the remaining valuation allowance for the Company’s U.S. Federal net deferred tax assets, partially offset by accruals for U.S. Federal, foreign and state income taxes. From the 2003 fourth quarter through the third quarter of 2005, the Company maintained a valuation allowance for a major portion of its U.S. Federal deferred tax assets in accordance with SFAS No. 109, “Accounting for Income Taxes,” due to uncertainty regarding full utilization of its net deferred tax asset, including the 2003 and 2004 unutilized U.S. Federal net operating losses of approximately $140 million. In the 2003 fourth quarter, the Company recorded a $138.5 million valuation allowance for the majority of its net deferred tax asset, based upon the results of its quarterly evaluation concerning the estimated probability that the net deferred tax asset would be realizable in light of the Company’s history of annual reported losses in the years 2001 through 2003. In 2005, the Company generated taxable income which exceeded the 2003 and 2004 net operating losses, allowing full realization of these tax benefits. This realization of tax benefits, together with the Company’s improved profitability, allowed the Company to reverse the remaining valuation allowance for U.S. Federal deferred taxes in the 2005 fourth quarter.

     The following is a reconciliation of income taxes computed at the statutory U.S. Federal income tax rate to the actual effective income tax provision (benefit):

	Income Tax Provision (Benefit)
(In millions)	2005			2004			2003
Taxes computed at federal tax rate	$	107.5		$	6.9		$	(98.1	)
State and local income taxes, net of federal tax benefit		2.1			0.7			(3.4	)
Valuation allowance		(97.1	)		10.1			138.5
Net operating loss carryforward		(48.6	)		(11.6	)		—
Adjustment to prior years’ taxes		(9.5	)		(4.3	)		(3.6	)
Foreign earnings taxed at different rate		(4.1	)		(3.8	)		2.1
Medicare Part D subsidy		(3.5	)		—			—
Other		(1.5	)		2.0			(2.4	)
Income tax provision (benefit)	$	(54.7	)	$	—		$	33.1

     In general, the Company is responsible for filing consolidated U.S. Federal, foreign and combined, unitary or separate state income tax returns. The Company is responsible for paying the taxes relating to such returns, including any subsequent adjustments resulting from the redetermination of such tax liability by the applicable taxing authorities. No provision has been made for U.S. Federal, state or additional foreign taxes related to undistributed earnings of foreign subsidiaries which have been permanently re-invested.

     Income (loss) before income taxes for the Company’s U.S. and non-U.S. operations was as follows:

(In millions)	2005		2004		2003
U.S.	$	272.4	$	1.8	$	(279.1	)
Non-U.S.		31.4		18.0		(3.1	)
Income (loss) before income taxes	$	303.8	$	19.8	$	(282.2	)

     U.S. income (loss) before income taxes includes the pretax expense for the cumulative effect of change in accounting principle of $3.3 million in 2005 and $2.0 million in 2003.

     Income taxes paid and amounts received as refunds were as follows:

(In millions)	2005			2004			2003
Income taxes paid	$	11.7		$	11.2		$	9.3
Income tax refunds received		(12.1	)		(8.0	)		(68.4	)
Income taxes paid (received), net	$	(0.4	)	$	3.2		$	(59.1	)

54

     Deferred income taxes result from temporary differences in the recognition of income and expense for financial and income tax reporting purposes, and differences between the fair value of assets acquired in business combinations accounted for as purchases for financial reporting purposes and their corresponding tax bases. Deferred income taxes represent future tax benefits or costs to be recognized when those temporary differences reverse. The categories of assets and liabilities that have resulted in differences in the timing of the recognition of income and expense at December 31, 2005 and 2004 were as follows:

(In millions)	2005			2004
Deferred income tax assets:
Postretirement benefits other than pensions	$	179.6		$	179.0
Pension		44.9			34.3
State net operating loss tax carryforwards		37.3			40.0
Deferred compensation and other benefit plans		31.8			26.4
Litigation reserves		17.8			10.5
Foreign tax credits and allowances		12.8			3.3
Environmental reserves		10.5			13.3
Vacation accruals		10.2			9.7
Self-insurance reserves		9.2			10.9
Federal net operating loss tax carryforwards		—			47.2
Other items		32.4			41.3
Gross deferred income tax assets		386.5			415.9
Valuation allowance for deferred tax assets		(41.6	)		(188.9	)
Total deferred income tax assets		344.9			227.0
Deferred income tax liabilities:
Bases of property, plant and equipment		134.4			136.6
Inventory valuation		12.2			23.3
Other items		20.2			14.1
Total deferred income tax liabilities		166.8			174.0
Net deferred income tax asset	$	178.1		$	53.0

     The Company has $41.6 million and $188.9 million in deferred tax asset valuation allowances at December 31, 2005 and 2004, respectively. Based on current tax law, the Company has deferred tax assets of approximately $40 million at both December 31, 2005 and 2004, for state net operating loss tax carryforwards. For most of these state net operating loss tax carryforwards, expiration will occur in 20 years and utilization of the tax benefit is limited to $2 million per year. A valuation allowance has been established for certain of these state net operating loss carryforwards since the Company has concluded, based on current state tax laws, that it is more likely than not that these tax benefits would not be realized prior to expiration.

Note 9. Pension Plans and Other Postretirement Benefits —

The Company has defined benefit pension plans and defined contribution plans covering substantially all employees. Benefits under the defined benefit pension plans are generally based on years of service and/or final average pay. The Company funds the U.S. pension plans in accordance with the requirements of the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code.

     The Company also sponsors several postretirement plans covering certain salaried and hourly employees. The plans provide health care and life insurance benefits for eligible retirees. In most plans, Company contributions towards premiums are capped based on the cost as of a certain date, thereby creating a defined contribution. For the non-collectively bargained plans, the Company maintains the right to amend or terminate the plans at its discretion.

55

     Components of pension expense (income) for the Company’s defined benefit plans and components of other postretirement benefit expense included the following:

	Expense (Income)
	Pension Benefits									Other Postretirement Benefits
(In millions)	2005			2004			2003			2005			2004			2003
Service cost — benefits earned during the year	$	27.9		$	27.1		$	28.6		$	3.1		$	5.1		$	6.3
Interest cost on benefits earned in prior years		125.1			126.6			126.4			31.5			45.5			44.9
Expected return on plan assets		(153.7	)		(147.5	)		(140.1	)		(8.1	)		(8.8	)		(9.4	)
Amortization of prior service cost		21.7			25.2			26.8			(26.4	)		(17.5	)		(4.9	)
Amortization of net actuarial (gain) loss		42.1			42.4			50.9			14.4			21.7			4.9
Retirement benefit expense		63.1			73.8			92.6			14.5			46.0			41.8
Curtailment and termination benefits (gain) loss		—			25.3			7.4			—			(72.0	)		—
Salary plan design change		—			0.5			—			—			—			—
Total retirement benefit (income) expense	$	63.1		$	99.6		$	100.0		$	14.5		$	(26.0	)	$	41.8

     In 2004, in conjunction with the new labor agreement at the Company’s Allegheny Ludlum operations, a $25.3 million charge for pension termination benefits was recognized for a Transition Assistance Program (“TAP”). The TAP incentive is being paid from the Company’s U.S. defined benefit pension fund through 2006 to a total of 650 employees. The new labor contract also includes caps on the Company’s retiree medical benefit costs. Also in 2004, the Company modified retiree medical benefits for certain non-collectively bargained current and former employees to cap the Company’s cost of benefits, beginning in 2005, and then eliminate the benefits in 2010. As a result of these actions, a $71.5 million curtailment and settlement gain was recognized in the 2004 second quarter, comprised of a one-time reduction of postretirement benefit expense, net of a $0.5 million charge to pension expense.

     In 2003, the Company recorded termination benefits expense of $7.4 million related to workforce reductions which is included in restructuring costs in the consolidated statement of operations.

     Actuarial assumptions used to develop the components of pension and other postretirement benefit (income) expense were as follows:

	Pension Benefits									Other Postretirement Benefits
(In millions)	2005			2004			2003			2005			2004			2003
Discount rate		6.1	%		6.5	%		6.75	%		6.1	%		6.5	%		6.75	%
Rate of increase in future compensation levels		3%– 4.5	%		3%–4.5	%		3%–4.5	%		—			—			—
Expected long-term rate of return on assets		8.75	%		8.75	%		8.75	%		9.0	%		9.0	%		9.0	%

     Actuarial assumptions used for the valuation of pension and postretirement obligations at the end of the respective periods were as follows:

	Pension Benefits						Other Postretirement Benefits
(In millions)	2005			2004			2005			2004
Discount rate		5.9	%		6.1	%		5.9	%		6.1	%
Rate of increase in future compensation levels		3%– 4.5	%		3%–4.5	%		—			—

     For 2006, the expected long-term rate of returns on pension and other postretirement benefits assets will be 8.75% and 9.0%, respectively, and the discount rate used to develop pension and postretirement benefit expense will be 5.9%. In developing the expected long-term rate of return assumptions, the Company evaluated input from its third party pension plan asset managers and actuaries, including reviews of their asset class return expectations and long-term inflation assumptions.

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     A reconciliation of funded status for the Company’s pension and postretirement benefit plans at December 31, 2005 and 2004 was as follows:

	Pension Benefits						Other Postretirement Benefits
(In millions)	2005			2004			2005			2004
Change in benefit obligation:
Benefit obligation at beginning of year	$	2,120.8		$	2,018.6		$	594.9		$	881.6
Service cost		27.9			27.1			3.1			5.1
Interest cost		125.1			126.6			31.6			45.5
Benefits paid		(166.2	)		(166.4	)		(50.3	)		(46.0	)
Participant contributions		0.8			0.8			—			—
Acquisition		—			—			—			18.6
Effect of currency rates		(4.0	)		4.6			—			—
Plan amendments		—			4.2			(5.8	)		(264.0	)
Net actuarial (gains) losses — discount rate change		46.5			81.4			8.9			19.5
— other		83.8			23.9			(22.6	)		(32.2	)
Effect of curtailment and special termination benefits		—			—			—			(33.2	)
Benefit obligation at end of year	$	2,234.7		$	2,120.8		$	559.8		$	594.9
Change in plan assets:
Fair value of plan assets at beginning of year	$	1,849.1		$	1,762.1		$	100.2		$	107.0
Actual returns on plan assets and plan expenses		171.4			193.9			10.2			11.4
Employer contributions		101.4			51.4			—			—
Participant contributions		0.8			0.8			—			—
Effect of currency rates		(4.0	)		3.9			—			—
Benefits paid		(162.5	)		(163.0	)		(24.7	)		(18.2	)
Fair value of plan assets at end of year	$	1,956.2		$	1,849.1		$	85.7		$	100.2
Underfunded status of the plan	$	(278.5	)	$	(271.7	)	$	(474.1	)	$	(494.7	)
Unrecognized net actuarial loss		683.4			614.4			217.0			247.1
Net minimum pension liability		(648.6	)		(587.3	)		—			—
Unrecognized prior service cost		100.6			122.3			(204.4	)		(225.1	)
Accrued benefit cost	$	(143.1	)	$	(122.3	)	$	(461.5	)	$	(472.7	)

     Amounts recognized in the balance sheet consist of:

	Pension Benefits						Other Postretirement Benefits
(In millions)	2005			2004			2005			2004
Prepaid pension cost	$	2.9		$	—		$	—		$	—
Deferred pension asset		100.6			122.3			—			—
Pension liabilities		(246.6	)		(244.6	)		—			—
Accrued postretirement benefits		—			—			(461.5	)		(472.7	)
Net amount recognized	$	(143.1	)	$	(122.3	)	$	(461.5	)	$	(472.7	)

     The accumulated benefit obligation for all defined benefit pension plans was $2,200.4 million and $2,093.6 million at December 31, 2005 and 2004, respectively.

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     Additional information for plans with accumulated benefit obligations in excess of plan assets:

	Pension Benefits				Other Postretirement Benefits
(In millions)	2005		2004		2005		2004
Accumulated benefit obligation	$	2,153.8	$	2,093.6	$	599.8	$	594.9
Fair value of plan assets		1,907.2		1,849.1		85.7		100.2

     The pension plan asset allocations for the years ended 2005 and 2004, and the target allocation for 2006 are:

Asset Category	2005			2004			Target Allocation 2006
Equity securities		74	%		76	%		65% — 75	%
Fixed Income		26	%		24	%		25% — 35	%
Total		100	%		100	%

     The postretirement plan obligation asset allocations for the years ended 2005 and 2004, and the target allocation for 2006 are:

Asset Category	2005			2004			Target Allocation 2006
Equity securities		61	%		75	%		65% — 75%
Fixed Income		39	%		25	%		25% — 35%
Total		100	%		100	%

     The plan invests in a diversified portfolio consisting of an array of asset classes that attempts to maximize returns while minimizing volatility. These asset classes include U.S. domestic equities, developed market equities, emerging market equities, private equity, global high quality and high yield fixed income, and real estate. The Company continually monitors the investment results of these asset classes and its fund managers, and explores other potential asset classes for possible future investment.

     The plan assets for the defined benefit pension plan at December 31, 2005 and 2004 include 1.3 million shares of Allegheny Technologies Incorporated common stock with a fair value of $46.9 million and $28.2 million, respectively. Dividends of $0.4 million and $0.3 million were received by the plan in 2005 and 2004, respectively, on the Allegheny Technologies common stock held by the plan.

     The Company is not required to make cash contributions to its U.S. defined benefit pension plan for 2006 and, based upon current regulations and actuarial studies, does not expect to be required to make cash contributions to its U.S. defined benefit pension plan for at least the next several years. However, the Company may elect, depending upon the investment performance of the pension plan assets and other factors, to make voluntary cash contributions to this pension plan in the future. The Company expects to contribute approximately $5 million to its nonqualified benefit pension plans in 2006, equal to the amount of expected benefit payments for these plans. The Company contributes on behalf of its union employees at its Allvac Albany, OR (Oremet) facility to a pension plan, which is administered by the USW and funded pursuant to a collective bargaining agreement. Pension expense and contributions to this plan were $0.8 million in 2005, $0.7 million in 2004, and $0.6 million in 2003.

     In accordance with labor contracts, the Company funds certain retiree health care benefits for Allegheny Ludlum using plan assets held in a Voluntary Employee Benefit Association (VEBA) trust. During 2005, 2004 and 2003, the Company was able to fund $24.7 million, $18.2 million, and $14.2 million, respectively, of retiree medical costs using the assets of the VEBA trust. The Company may continue to fund certain retiree medical benefits utilizing the plan assets held in the VEBA if the value of these plan assets exceeds $25 million. The value of the assets held in the VEBA was approximately $86 million as of December 31, 2005. The Company expects to contribute between $30 and $35 million to its other postretirement benefit plans in 2006, representing the non-VEBA funded portion of expected benefit payments.

     Pension costs for defined contribution plans were $15.0 million in 2005, $13.2 million in 2004, and $10.5 million in 2003. Company contributions to the defined contribution plans are funded with cash.

     The following table summarizes expected benefit payments from the Company’s various pension and other postretirement benefit plans through 2014, and also includes estimated Medicare Part D subsidies projected to be received during this period based on currently available information.

	Pension		Other Postretirement		Medicare
(In millions)	Benefits		Benefits		Part D Subsidy
2006	$	160.7	$	58.4	$	(5.2	)
2007		162.6		60.8		(5.6	)
2008		163.7		59.1		(5.4	)
2009		164.2		58.6		(5.7	)
2010		164.9		52.1		(4.7	)
2011-2015		841.5		251.0		(23.5	)

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     The annual assumed rate of increase in the per capita cost of covered benefits (the health care cost trend rate) for health care plans was 10.3% in 2006 and is assumed to gradually decrease to 5.0% in the year 2016 and remain at that level thereafter. Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one percentage point change in assumed health care cost trend rates would have the following effects:

	One Percentage		One Percentage
(In millions)	Point Increase		Point Decrease
Effect on total of service and interest cost components for the year ended December 31, 2005	$	1.7	$	(1.6	)
Effect on other postretirement benefit obligation at December 31, 2005	$	14.6	$	(13.7	)

     The annual measurement date for the Company’s retirement benefits is November 30. At November 30, 2005, the value of the accumulated pension benefit obligation (ABO) exceeded the value of pension assets by approximately $247 million. A minimum pension liability was recognized in 2002 as a result of a severe decline in the equity markets from 2000 through 2002, higher benefit liabilities from long-term labor contracts negotiated in 2001, and a lower assumed discount rate for valuing liabilities. Accounting standards require a minimum pension liability to be recorded and the pension asset recorded on the balance sheet to be written off if the value of pension assets is less than the ABO at the annual measurement date. Accordingly, in the 2002 fourth quarter, the Company recorded a charge against stockholders’ equity of $406 million, net of deferred taxes, to write off the prepaid pension cost representing the previous overfunded position of the pension plan, and to record a deferred pension asset ($101 million at December 31, 2005) for unamortized prior service cost relating to prior benefit enhancements. In the fourth quarter of 2005, 2004 and 2003, the Company’s adjustment of the minimum pension liability resulted in an increase (decrease) to stockholders’ equity of $(36) million for 2005, $2 million for 2004 and $47 million for 2003, presented as other comprehensive income (loss). These charges and adjustments did not affect the Company’s results of operations and do not have a cash impact. In addition, they do not affect compliance with debt covenants in the Company’s bank credit agreement. In accordance with accounting standards, the charge against stockholders’ equity would be reversed in subsequent years if the value of pension plan investments returns to a level that exceeds the ABO as of a future annual measurement date.

Note 10. Business Segments —

The Company operates in three business segments: High Performance Metals, Flat-Rolled Products and Engineered Products. The High Performance Metals segment produces, converts and distributes a wide range of high performance alloys, including nickel- and cobalt-based alloys and superalloys, titanium and titanium-based alloys, exotic alloys such as zirconium, hafnium, niobium, nickel-titanium, and their related alloys, and other specialty metals, primarily in long product forms such as ingot, billet, bar, rod, wire, and seamless tube. The companies in this segment include Allvac, Allvac Ltd (U.K.) and Wah Chang.

     The Flat-Rolled Products segment produces, converts and distributes stainless steel, nickel-based alloys, and titanium and titanium-based alloys in a variety of product forms, including plate, sheet, engineered strip and Precision Rolled Strip^® products as well as grain-oriented silicon electrical steel sheet and tool steels. The companies in this segment include Allegheny Ludlum, the Company’s 60% interest in STAL, and the Company’s industrial titanium joint venture known as Uniti LLC (“Uniti”). The investment in Uniti is accounted for under the equity method. Sales to Uniti, which are included in ATI’s consolidated statements of operations, were $38.2 million in 2005, and income recognized under the equity method of accounting was $12.7 million, which is included in Flat-Rolled Products segment operating profit, and within cost of sales in the consolidated statements of operations. Sales to Uniti were $32.1 million in 2004 and income recognized under the equity method of accounting was $2.2 million. Operating results involving Uniti for 2003 were not material.

     The Engineered Products segment’s principal business produces tungsten powder, tungsten heavy alloys, tungsten carbide materials and carbide cutting tools. This segment also produces carbon alloy steel impression die forgings and large grey and ductile iron castings, and performs precision metals processing services. The companies in this segment are Metalworking Products, Portland Forge, Casting Service and Rome Metals.

     Intersegment sales are generally recorded at full cost or market. Common services are allocated on the basis of estimated utilization.

59

     Information on the Company’s business segments was as follows:

(In millions)	2005		2004		2003
Total sales:
High Performance Metals	$	1,335.9	$	853.0	$	685.5
Flat-Rolled Products		1,939.2		1,660.4		1,060.4
Engineered Products		408.9		314.1		259.9
Total sales		3,684.0		2,827.5		2,005.8
Intersegment sales:
High Performance Metals		89.9		58.9		43.8
Flat-Rolled Products		38.7		16.5		16.9
Engineered Products		15.5		19.1		7.7
Total intersegment sales		144.1		94.5		68.4
Sales to external customers:
High Performance Metals		1,246.0		794.1		641.7
Flat-Rolled Products		1,900.5		1,643.9		1,043.5
Engineered Products		393.4		295.0		252.2
Total sales to external customers	$	3,539.9	$	2,733.0	$	1,937.4

     Total international sales were $870.0 million in 2005, $556.2 million in 2004, and $441.9 million in 2003. Of these amounts, sales by operations in the United States to customers in other countries were $565.0 million in 2005, $336.8 million in 2004, and $270.0 million in 2003.

(In millions)	2005			2004			2003
Operating profit (loss):
High Performance Metals	$	335.3		$	84.8		$	26.2
Flat-Rolled Products		149.9			61.5			(14.1	)
Engineered Products		47.5			20.8			7.8
Total operating profit		532.7			167.1			19.9
Corporate expenses		(51.7	)		(34.9	)		(20.5	)
Interest expense, net		(38.6	)		(35.5	)		(27.7	)
Restructuring charges and curtailment gain, net		(23.9	)		40.4			(62.4	)
Management transition costs		—			—			(7.4	)
Other income (expense), net of gains on asset sales		(33.8	)		2.5			(47.7	)
Retirement benefit expense		(77.6	)		(119.8	)		(134.4	)
Income (loss) before income taxes and cumulative effect of change in accounting principle	$	307.1		$	19.8		$	(280.2	)

     Business segment operating profit excludes costs for restructuring charges, retirement benefit curtailment gains, management transition costs, retirement benefit income or expense, corporate expenses, interest expenses, and costs associated with closed operations. These costs are excluded for segment reporting to provide a profit measure based on what management considers to be controllable costs at the segment level. Retirement benefit expense includes both pension expense and other postretirement benefit expenses. Restructuring charges and curtailment gain, net are more fully described in Note 11. Management transition costs, which are classified as selling and administrative expenses on the consolidated statement of operations, are associated with the 2003 termination of a stock-based management incentive program and contractual obligations related to CEO transition of $7.4 million.

60

     Other income (expense), net of gains on asset sales, includes charges incurred in connection with closed operations, pretax gains and losses on the sale of surplus real estate, non-strategic investments, and other assets, and other non-operating income or expense, which are primarily included in selling and administrative expenses, and in other income (expense) in the consolidated statement of operations. These items resulted in net charges of $33.8 million in 2005, net income of $2.5 million in 2004, and net charges of $47.7 million in 2003. For 2005, net charges included legal matter expenses of $26.8 million, which includes the settlement of the Kaiser Aerospace & Electronics matter, the unfavorable court judgment rendered in April 2005 concerning a commercial dispute with a raw materials supplier, and other matters associated with closed companies. See additional discussion in Note 14. Commitments and Contingencies.

     For 2003, net charges include litigation expense of $22.5 million relating to an unfavorable jury verdict in the first quarter of 2004 concerning a lease of property in San Diego, CA.

(In millions)	2005		2004		2003
Depreciation and amortization:
High Performance Metals	$	27.5	$	25.6	$	22.8
Flat-Rolled Products		39.5		40.2		39.0
Engineered Products		8.8		10.1		11.7
Corporate		1.5		0.2		1.1
Total depreciation and amortization	$	77.3	$	76.1	$	74.6
Capital expenditures:
High Performance Metals	$	47.9	$	26.5	$	44.4
Flat-Rolled Products		25.1		19.5		28.2
Engineered Products		15.2		3.8		1.1
Corporate		1.9		0.1		0.7
Total capital expenditures	$	90.1	$	49.9	$	74.4
Identifiable assets:
High Performance Metals	$	888.5	$	676.0	$	602.0
Flat-Rolled Products		954.0		995.8		787.9
Engineered Products		209.4		174.6		178.1
Corporate:
Pension Asset		100.6		122.3		144.0
Income Taxes		178.1		53.0		52.6
Other		401.0		294.0		138.6
Total assets	$	2,731.6	$	2,315.7	$	1,903.2

     Geographic information for external sales, based on country of origin and assets are as follows:

			Percent					Percent					Percent
(In millions)	2005		Of Total			2004		Of Total			2003		Of Total
External Sales:
United States	$	2,669.9		75	%	$	2,176.9		80	%	$	1,495.5		77	%
United Kingdom		161.9		5	%		108.2		4	%		97.2		5	%
Germany		128.8		4	%		96.5		4	%		82.6		4	%
China		128.0		4	%		64.1		2	%		37.1		2	%
France		114.6		3	%		88.1		3	%		54.3		3	%
Canada		71.3		2	%		53.1		2	%		42.4		2	%
Japan		33.5		1	%		26.2		1	%		25.0		1	%
Other		231.9		6	%		119.9		4	%		103.3		6	%
Total External Sales	$	3,539.9		100	%	$	2,733.0		100	%	$	1,937.4		100	%

61

			Percent					Percent					Percent
(In millions)	2005		Of Total			2004		Of Total			2003		Of Total
Total Assets:
United States	$	2,340.0		86	%	$	1,966.4		85	%	$	1,598.4		84	%
United Kingdom		222.5		8	%		187.3		8	%		169.1		9	%
China		62.9		2	%		64.1		3	%		50.7		3	%
Germany		38.7		1	%		30.8		1	%		24.5		1	%
Switzerland		20.8		1	%		23.7		1	%		23.3		1	%
France		13.1		1	%		12.6		1	%		9.9		1	%
Taiwan		12.9		1	%		9.5		—	%		8.0		—	%
Japan		12.1		—	%		12.7		1	%		10.3		1	%
Other		8.6		—	%		8.6		—	%		9.0		—	%
Total Assets	$	2,731.6		100	%	$	2,315.7		100	%	$	1,903.2		100	%

Note 11. Restructuring Costs, Curtailment (Gain), and Other Charges —

Restructuring Costs and Curtailment (Gain), Net

For the year ended December 31, 2005, the Company recorded net charges of $23.9 million, due primarily to asset impairments, which are presented as restructuring costs in the consolidated statement of operations. The charges were comprised of $24.3 million of asset impairment charges, and $1.5 million of related environmental costs, net of a $1.9 million reserve reversal for previously accrued lease termination costs.

     Based on an analysis of existing and projected business conditions, at the 2005 year-end date, the Company decided to indefinitely idle the West Leechburg, PA finishing facility in the Company’s Flat-Rolled Products segment. The West Leechburg idling is expected to occur in stages during 2006, with anticipated annual cost reductions of $10 million beginning in 2007. This action resulted in an asset impairment charge of $15.8 million, representing the excess of the facility’s net book value over estimated fair value based on expected future cash flows. In conjunction with the indefinite idling, a liability for $1.5 million in environmental exit costs was recognized, which are expected to be incurred within one year. Additionally, based on revised fair value cash flow estimates, the Company recorded $8.5 million of asset impairment charges associated with previously idled assets in the Flat-Rolled Products segment at the Washington Flat-Roll coil facility located in Washington, PA, and the stainless steel plate facility located in Massillon, OH, partially offset by a $1.9 million reversal of lease termination charges recorded in 2003.

     In 2004, the Company recorded a $40.4 million curtailment gain, net of restructuring costs, which includes the $71.5 million curtailment and settlement gain and the $25.3 million pension termination benefit charge discussed in Note 9. Pension Plans and Other Postretirement Benefits, and $5.8 million in restructuring charges in the Flat-Rolled Products segment related to a labor agreement and the J&L asset acquisition. Charges included labor agreement costs of $4.6 million, severance costs of $0.7 million related to approximately 30 salaried employees, and $0.5 million for asset impairment charges for redundant equipment following the J&L asset acquisition.

     In 2003, the Company recorded charges of $62.4 million, including $47.5 million for impairment of long-lived assets in the Company’s Flat-Rolled Products segment, $11.1 million for workforce reductions across all business segments and the corporate office, and $3.8 million for facility closure charges including present-valued lease termination costs, net of forecasted sublease rental income, at the corporate office. In the 2003 fourth quarter, based on existing and projected operating levels at the Company’s remaining operations in Houston, PA and its Washington Flat Roll coil facility located in Washington, PA, it was determined that the net book values of these facilities were in excess of their estimated fair market values based on expected future cash flows. Charges for the Houston facility and the Washington Flat Roll coil facility were recorded to write down the book values of these facilities to their estimated fair market values. These asset impairment charges did not impact current operations at these facilities. The workforce reductions affected approximately 375 employees across all segments and the corporate office.

     Reserves for restructuring charges recorded in prior years involving future payments were approximately $3 million at December 31, 2005 and $6 million at December 31, 2004. The reduction in reserves resulted from cash payments to meet severance and lease payment obligations, and the 2005 fourth quarter adjustments of previously recognized asset impairment charges for changes in estimated fair market values.

62

Other Gains and Charges

In 2005, the Company recorded $33.8 million in other charges, including $26.8 million for legal matters and $7.0 million for environmental and other closed company costs. The charges for legal matters include the settlement of the Kaiser Aerospace & Electronics matter, the unfavorable court judgment rendered in April 2005 concerning a commercial dispute with a raw materials supplier, and other matters associated with closed companies. See additional discussion in Note 14. Commitments and Contingencies.

     In 2004, the Company recognized non-recurring gains of $12.9 million, including $5.5 million related to net gains on sales of real estate and realization of other investments, income from corporate-owned life insurance of $1.2 million, and a $4.6 million environmental reserve reduction related to the settlement of an action brought in 1995 by the U.S. Government against Allegheny Ludlum in the United States District Court for the Western District of Pennsylvania alleging multiple violations of the Federal Clean Water Act for incidents at five facilities. After the District Court’s decision imposing an $8.2 million penalty was reversed and remanded by the Third Circuit Court of Appeal, the U.S. Government and Allegheny Ludlum agreed to settle the case for approximately $2.4 million, which was paid by Allegheny Ludlum in early 2005. These gains were partially offset by closed company charges of $8.8 million primarily related to litigation.

     In 2003, the Company recorded $34.7 million in other charges, including closed company charges of $22.5 million for litigation, $7.6 million for environmental and insurance matters, and $4.6 million for various non-operating asset impairments. Closed company charges were determined based on the status of legal matters including court proceedings, and on updated estimates of the Company’s liability for environmental closure costs and for liabilities under retrospectively-rated insurance programs. In the consolidated statement of operations, litigation and environmental charges are classified in selling and administrative expenses and insurance charges are classified in cost of sales.

Note 12. Financial Information for Subsidiary Guarantors —

The payment obligations under the $150 million 6.95% debentures due 2025 issued by Allegheny Ludlum Corporation (the “Subsidiary”) are fully and unconditionally guaranteed by Allegheny Technologies Incorporated (the “Guarantor Parent”). In accordance with positions established by the Securities and Exchange Commission, the following financial information sets forth separately financial information with respect to the Subsidiary, the non-guarantor subsidiaries and the Guarantor Parent. The principal elimination entries eliminate investments in subsidiaries and certain intercompany balances and transactions. Investments in subsidiaries, which are eliminated in consolidation, are included in other assets on the balance sheets. Subsidiary results include the effects of the J&L asset acquisition, including indebtedness incurred in conjunction with the acquisition from the June 2004 acquisition date.

     In 1996, the underfunded defined benefit pension plans of the Subsidiary were merged with the overfunded defined benefit pension plans of Teledyne, Inc. and Allegheny Technologies became the plan sponsor. As a result, the balance sheets presented for the Subsidiary and the non-guarantor subsidiaries do not include the Allegheny Technologies deferred pension asset, pension liabilities or the related deferred taxes. The pension asset, liabilities and related deferred taxes and pension income or expense are recognized by the Guarantor Parent. Management and royalty fees charged to the Subsidiary and to the non-guarantor subsidiaries by the Guarantor Parent have been excluded solely for purposes of this presentation.

63

Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Balance Sheets

December 31, 2005
					Non-
	Guarantor				guarantor
(In millions)	Parent		Subsidiary		Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	0.7	$	22.9	$	339.1	$	—		$	362.7
Accounts receivable, net		0.2		163.2		278.7		—			442.1
Inventories, net		—		244.2		362.9		—			607.1
Deferred income taxes		22.8		—		—		—			22.8
Prepaid expenses and other current assets		0.1		3.8		45.4		—			49.3
Total Current Assets		23.8		434.1		1,026.1		—			1,484.0
Property, plant, and equipment, net		—		295.7		409.2		—			704.9
Cost in excess of net assets acquired		—		112.1		87.6		—			199.7
Deferred income taxes		155.3		—		—		—			155.3
Deferred pension asset		100.6		—		—		—			100.6
Investments in subsidiaries and other assets		1,917.5		726.6		693.7		(3,250.7	)		87.1
Total Assets	$	2,197.2	$	1,568.5	$	2,216.6	$	(3,250.7	)	$	2,731.6
Liabilities and Stockholders’ Equity
Accounts payable	$	2.5	$	150.3	$	160.1	$	—		$	312.9
Accrued liabilities		815.6		59.1		505.5		(1,145.6	)		234.6
Short-term debt and current portion of long-term debt		—		—		13.4		—			13.4
Total Current Liabilities		818.1		209.4		679.0		(1,145.6	)		560.9
Long-term debt		307.5		406.3		33.2		(200.0	)		547.0
Accrued postretirement benefits		—		264.0		197.5		—			461.5
Pension liabilities		242.9		—		—		—			242.9
Other long-term liabilities		28.8		27.0		63.6		—			119.4
Total Liabilities		1,397.3		906.7		973.3		(1,345.6	)		1,931.7
Total Stockholders’ Equity		799.9		661.8		1,243.3		(1,905.1	)		799.9
Total Liabilities and Stockholders’ Equity	$	2,197.2	$	1,568.5	$	2,216.6	$	(3,250.7	)	$	2,731.6

64

Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Statements of Operations

For the year ended December 31, 2005
							Non-
	Guarantor						guarantor
(In millions)	Parent			Subsidiary			Subsidiaries			Eliminations			Consolidated
Sales	$	—		$	1,755.9		$	1,784.0		$	—		$	3,539.9
Cost of sales		55.4			1,592.9			1,241.4			—			2,889.7
Selling and administrative expenses		104.6			33.9			137.3			—			275.8
Restructuring costs, net		(1.9	)		25.8			—			—			23.9
Income (loss) before interest, other income (expense), income taxes and cumulative effect of change in accounting principle		(158.1	)		103.3			405.3			—			350.5
Interest expense, net		(28.4	)		(9.7	)		(0.5	)		—			(38.6	)
Other income (expense) including equity in income (loss) of unconsolidated subsidiaries		491.6			6.4			(1.0	)		(501.8	)		(4.8	)
Income (loss) before income taxes and cumulative effect of change in accounting principle		305.1			100.0			403.8			(501.8	)		307.1
Income tax provision (benefit)		(54.7	)		—			—			—			(54.7	)
Income (loss) before cumulative effect of change in accounting principle		359.8			100.0			403.8			(501.8	)		361.8
Cumulative effect of change in accounting principle, net of tax		—			—			(2.0	)		—			(2.0	)
Net income (loss)	$	359.8		$	100.0		$	401.8		$	(501.8	)	$	359.8

Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Condensed Statements of Cash Flows

For the year ended December 31, 2005
							Non-
	Guarantor						guarantor
(In millions)	Parent			Subsidiary			Subsidiaries			Eliminations			Consolidated
Cash flows provided by (used in) operating activities	$	260.2		$	(132.5	)	$	369.7		$	(274.8	)	$	222.6
Cash flows provided by (used in) investing activities		(283.9	)		(23.4	)		(96.4	)		294.5			(109.2	)
Cash flows provided by (used in) financing activities		24.2			2.7			(8.7	)		(19.7	)		(1.5	)
Increase (decrease) in cash and cash equivalents	$	0.5		$	(153.2	)	$	264.6		$	—		$	111.9

65

Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Balance Sheets

December 31, 2004
					Non-
	Guarantor				guarantor
(In millions)	Parent		Subsidiary		Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	0.2	$	176.1	$	74.5	$	—		$	250.8
Accounts receivable, net		0.3		169.7		187.9		—			357.9
Inventories, net		—		266.8		246.2		—			513.0
Prepaid expenses and other current assets		0.1		8.4		30.0		—			38.5
Total Current Assets		0.6		621.0		538.6		—			1,160.2
Property, plant, and equipment, net		—		336.5		381.8		—			718.3
Cost in excess of net assets acquired		—		112.1		93.2		—			205.3
Deferred pension asset		122.3		—		—		—			122.3
Deferred income taxes		53.0		—		—		—			53.0
Investments in subsidiaries and other assets		1,378.6		432.4		544.7		(2,299.1	)		56.6
Total Assets	$	1,554.5	$	1,502.0	$	1,558.3	$	(2,299.1	)	$	2,315.7
Liabilities and Stockholders’ Equity
Accounts payable	$	3.9	$	164.2	$	103.1	$	—		$	271.2
Accrued liabilities		547.6		63.2		283.6		(702.2	)		192.2
Short-term debt and current portion of long-term debt		—		7.5		21.9		—			29.4
Total Current Liabilities		551.5		234.9		408.6		(702.2	)		492.8
Long-term debt		308.4		404.8		40.1		(200.0	)		553.3
Accrued postretirement benefits		—		263.1		209.6		—			472.7
Pension liabilities		240.9		—		—		—			240.9
Other long-term liabilities		27.8		26.6		75.7		—			130.1
Total Liabilities		1,128.6		929.4		734.0		(902.2	)		1,889.8
Total Stockholders’ Equity		425.9		572.6		824.3		(1,396.9	)		425.9
Total Liabilities and Stockholders’ Equity	$	1,554.5	$	1,502.0	$	1,558.3	$	(2,299.1	)	$	2,315.7

66

Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Statements of Operations

For the year ended December 31, 2004
							Non-
	Guarantor						guarantor
(In millions)	Parent			Subsidiary			Subsidiaries			Eliminations			Consolidated
Sales	$	—		$	1,517.1		$	1,215.9		$	—		$	2,733.0
Cost of sales		85.1			1,429.2			973.8			—			2,488.1
Selling and administrative expenses		101.5			25.9			105.9			—			233.3
Curtailment (gain), net of restructuring costs		—			(40.4	)		—			—			(40.4	)
Income (loss) before interest, other income (expense) and income taxes		(186.6	)		102.4			136.2			—			52.0
Interest expense, net		(25.9	)		(9.0	)		(0.6	)		—			(35.5	)
Other income (expense) including equity in income (loss) of unconsolidated subsidiaries		232.3			6.1			3.5			(238.6	)		3.3
Income (loss) before income tax provision (benefit)		19.8			99.5			139.1			(238.6	)		19.8
Income tax provision (benefit)		—			—			—			—			—
Net income	$	19.8		$	99.5		$	139.1		$	(238.6	)	$	19.8

Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Condensed Statements of Cash Flows

For the year ended December 31, 2004
							Non-
	Guarantor						guarantor
(In millions)	Parent			Subsidiary			Subsidiaries			Eliminations			Consolidated
Cash flows provided by (used in) operating activities	$	(15.2	)	$	5.5		$	127.3		$	(93.5	)	$	24.1
Cash flows provided by (used in) investing activities		(214.1	)		(24.3	)		(184.6	)		368.4			(54.6	)
Cash flows provided by (used in) financing activities		229.2			152.6			94.8			(274.9	)		201.7
Increase (decrease) in cash and cash equivalents	$	(0.1	)	$	133.8		$	37.5		$	—		$	171.2

67

Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Statements of Operations

For the year ended December 31, 2003
							Non-
	Guarantor						guarantor
(In millions)	Parent			Subsidiary			Subsidiaries			Eliminations			Consolidated
Sales	$	––		$	962.1		$	975.3		$	––		$	1,937.4
Cost of sales		94.5			963.9			815.2			—			1,873.6
Selling and administrative expenses		87.4			19.2			142.2			—			248.8
Restructuring costs		7.6			49.1			5.7			—			62.4
Income (loss) before interest, other income (expense), income taxes and cumulative effect of change in accounting principle		(189.5	)		(70.1	)		12.2			—			(247.4	)
Interest (expense) income, net		(20.2	)		(10.0	)		2.5			—			(27.7	)
Other income (expense) including equity in income (loss) of unconsolidated subsidiaries		(71.8	)		(7.3	)		9.1			64.9			(5.1	)
Income (loss) before income taxes and cumulative effect of change in accounting principle		(281.5	)		(87.4	)		23.8			64.9			(280.2	)
Income tax provision (benefit)		31.8			(29.1	)		140.7			(110.3	)		33.1
Net income (loss) before cumulative effect of change in accounting principle		(313.3	)		(58.3	)		(116.9	)		175.2			(313.3	)
Cumulative effect of change in accounting principle, net of tax		(1.3	)		—			—			—			(1.3	)
Net income (loss)	$	(314.6	)	$	(58.3	)	$	(116.9	)	$	175.2		$	(314.6	)

Allegheny Technologies Incorporated
Financial Information for Subsidiary and Guarantor Parent
Condensed Statements of Cash Flows

For the year ended December 31, 2003
							Non-
	Guarantor						guarantor
(In millions)	Parent			Subsidiary			Subsidiaries			Eliminations			Consolidated
Cash flows provided by (used in) operating activities	$	(57.5	)	$	136.7		$	24.5		$	(21.7	)	$	82.0
Cash flows provided by (used in) investing activities		—			(28.2	)		(46.3	)		4.2			(70.3	)
Cash flows provided by (used in) financing activities		57.6			(109.2	)		42.6			17.5			8.5
Increase (decrease) in cash and cash equivalents	$	0.1		$	(0.7	)	$	20.8		$	—		$	20.2

68

Note 13. Per Share Information —

The following table sets forth the computation of basic and diluted net income (loss) per common share:

(In millions except per share amounts)
Years ended December 31,	2005			2004		2003
Numerator:
Income (loss) before cumulative effect of change in accounting principle	$	361.8		$	19.8	$	(313.3	)
Cumulative effect of change in accounting principle, net of tax		(2.0	)		—		(1.3	)
Numerator for basic and diluted income (loss) per common share — Net income (loss)	$	359.8		$	19.8	$	(314.6	)
Denominator:
Denominator for basic net income (loss) per common share — weighted average shares		96.2			86.6		80.8
Effect of dilutive securities:
Option equivalents		1.8			1.6		—
Contingently issuable shares		2.8			2.3		—
Denominator for diluted net income (loss) per common share — adjusted weighted average shares and assumed conversions		100.8			90.5		80.8
Basic income (loss) per common share before cumulative effect of change in accounting principle	$	3.76		$	0.23	$	(3.87	)
Cumulative effect of change in accounting principle		(0.02	)		—		(0.02	)
Basic net income (loss) per common share	$	3.74		$	0.23	$	(3.89	)
Diluted income (loss) per common share before cumulative effect of change in accounting principle	$	3.59		$	0.22	$	(3.87	)
Cumulative effect of change in accounting principle		(0.02	)		—		(0.02	)
Diluted net income (loss) per common share	$	3.57		$	0.22	$	(3.89	)

     Weighted average shares issuable upon the exercise of stock options which were antidilutive, and thus not included in the calculation, were 0.5 million in 2005, 1.6 million in 2004, and 7.5 million in 2003.

Note 14. Commitments and Contingencies —

Rental expense under operating leases was $21.0 million in 2005, $18.0 million in 2004, and $17.5 million in 2003. Future minimum rental commitments under operating leases with non-cancelable terms of more than one year at December 31, 2005, were as follows: $16.8 million in 2006, $14.5 million in 2007, $12.6 million in 2008, $6.3 million in 2009, $4.4 million in 2010 and $8.7 million thereafter. Future minimum payments under capital leases for long-lived assets were $2.2 million in 2006, $1.0 million in 2007, $0.3 million in 2008, and $0.1 million in 2009. Commitments for expenditures on property, plant and equipment at December 31, 2005 were approximately $38 million.

     When it is probable that a liability has been incurred or an asset of the Company has been impaired, a loss is recognized if the amount of the loss can be reasonably estimated.

     The Company maintains reserves where a legal obligation exists to perform an asset retirement activity and the fair value of the liability can be reasonably estimated. These asset retirement obligations (“ARO”) include liabilities where the timing and (or) method of settlement may be conditional on a future event, that may or may not be within the control of the entity. In the 2005 fourth quarter, the Company recognized $3.3 million of liabilities for estimable conditional AROs as a cumulative effect of a change in accounting principle. At December 31, 2005, the Company had recognized AROs of $5.2 million related to landfill closures and conditional AROs associated with manufacturing activities using what may be characterized as potentially hazardous materials. Changes in previous ARO estimates, cash flows associated with closure activities, and accretion expense for AROs were not material.

69

     Estimates of AROs are evaluated annually in the fourth quarter, or more frequently if material new information becomes known. Accounting for asset retirement obligations requires significant estimation and in certain cases, the Company has determined that an ARO exists, but the amount of the obligation is not reasonably estimable. The Company may determine that additional AROs are required to be recognized as new information becomes available.

     The Company also maintains reserves for contingent tax liabilities, for differences between the benefit of tax deductions as claimed on various income tax returns and income tax provisions recorded on the financial statements. These liabilities are estimated based on analyses of probable return-to-provision adjustments using currently available information.

     The Company is subject to various domestic and international environmental laws and regulations that govern the discharge of pollutants, and disposal of wastes, and which may require that it investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations. The Company could incur substantial cleanup costs, fines, and civil or criminal sanctions, third party property damage or personal injury claims as a result of violations or liabilities under these laws or noncompliance with environmental permits required at its facilities. The Company is currently involved in the investigation and remediation of a number of its current and former sites, as well as third party sites.

     Environmental liabilities are recorded when the Company’s liability is probable and the costs are reasonably estimable. In many cases, however, the Company is not able to determine whether it is liable or, if liability is probable, to reasonably estimate the loss or range of loss. Estimates of the Company’s liability remain subject to additional uncertainties, including the nature and extent of site contamination, available remediation alternatives, the extent of corrective actions that may be required, and the number, participation, and financial condition of other potentially responsible parties (“PRPs”). The Company expects that it will adjust its accruals to reflect new information as appropriate. Future adjustments could have a material adverse effect on the Company’s results of operations in a given period, but the Company cannot reliably predict the amounts of such future adjustments.

     Based on currently available information, the Company does not believe that there is a reasonable possibility that a loss exceeding the amount already accrued for any of the sites with which the Company is currently associated (either individually or in the aggregate) will be an amount that would be material to a decision to buy or sell the Company’s securities. Future developments, administrative actions or liabilities relating to environmental matters, however, could have a material adverse effect on the Company’s financial condition or results of operations.

     At December 31, 2005, the Company’s reserves for environmental remediation obligations totaled approximately $29 million, of which $14.3 million were included in other current liabilities. The reserve includes estimated probable future costs of $9.6 million for federal Superfund and comparable state-managed sites; $9.6 million for formerly owned or operated sites for which the Company has remediation or indemnification obligations; $6.9 million for owned or controlled sites at which Company operations have been discontinued; and $2.7 million for sites utilized by the Company in its ongoing operations. The Company continues to evaluate whether it may be able to recover a portion of future costs for environmental liabilities from third parties.

     The timing of expenditures depends on a number of factors that vary by site. The Company expects that it will expend present accruals over many years and that remediation of all sites with which it has been identified will be completed within thirty years.

     Various claims have been or may be asserted against the Company related to its government contract work, principally related to the former operations of Teledyne, Inc. Such proceedings could result in fines, penalties, compensatory and treble damages or the cancellation or suspension of payments under one or more U.S. government contracts. Although the outcome of these matters cannot be predicted with certainty, the Company does not believe any pending matter of which management is aware is likely to have a material adverse effect on the Company’s financial condition or liquidity, although the resolution in any reporting period of one or more of these matters could have a material adverse effect on the Company’s results of operations for that period.

     In March 1995, Kaiser Aerospace & Electronics Corporation (“Kaiser”) filed a civil complaint against Teledyne Industries, Inc. (now TDY Industries, Inc.) (“TDY”), a wholly-owned subsidiary of the Company, and others in state court in Miami-Dade County, Florida. The complaint alleged that TDY breached a Cooperation and Shareholder’s Agreement with Kaiser. Kaiser sought unspecified damages in an amount “to be determined at trial.” This litigation was settled on January 31, 2006. As a result of the settlement, ATI’s results for the fourth quarter and full year 2005, as compared to amounts announced on January 25, 2006, reflect an additional after-tax charge of $1.6 million.

     TDY commenced a lawsuit in state court in San Diego against the San Diego Unified Port District (“Port District”) alleging breach of contract and other causes of action relating to the Port District’s failure to consent to three subleases for a portion of property located in San Diego. The Port District filed a cross-complaint against TDY alleging breach of contract. In March 2004, a jury rendered a verdict in favor of the Port District and judgment was entered on the cross-complaint in the amount of $22.7 million, including related costs and prejudgment interest. In January 2006, the California State Court of Appeals reversed the award of prejudgment interest but otherwise affirmed the judgment and the Company paid the judgment including accrued interest. In conjunction with this payment, the Company obtained the release of the related letter of credit that was issued under the Company’s secured credit facility. At December 31, 2005, the Company had adequate reserves for this matter.

70

     In June 2003, the Port District commenced a separate action in U.S. District Court for the Southern District of California against TDY asserting federal, state and common law claims related to alleged environmental contamination on the San Diego property. The complaint seeks unspecified damages and a declaratory judgment as to TDY’s liability for contamination on the property. TDY has asserted a counterclaim as well as claims against neighboring property owners and former operators related to the environmental condition of the San Diego facility. That matter was stayed in January 2006 to allow the parties to attempt to settle the matter.

     Separately, the Port District requested that the California Department of Toxic Substances Control (“DTSC”) evaluate whether the San Diego property is regulated as a hazardous waste transportation, storage, or disposal facility under the Resource Conservation and Recovery Act (“RCRA”) and similar state laws. The Company has submitted a work plan to the DTSC for closure of four solid waste management units at the facility, in connection with other work that is being done at the Site.

     TDY has conducted an environmental assessment of the San Diego facility pursuant to an October 2004 Order from the San Diego Regional Water Quality Control Board (“Regional Board”). TDY will perform additional remedial investigation as well as remediation activities. At December 31, 2005, the Company had adequate reserves for these matters.

     While the outcome of these environmental matters cannot be predicted with certainty, an adverse resolution of the matters relating to the San Diego facility could have a material adverse affect on the Company’s results of operations and financial condition.

     TDY and another wholly-owned subsidiary of the Company, among others, have been identified by the U.S. Environmental Protection Agency (EPA) as PRPs at the Li Tungsten Superfund Site in Glen Cove, New York. The Company believes that most of the contamination at the site resulted from work done while the U.S. Government either owned or controlled operations at the site, or from processes done for various governmental agencies, and that the U.S. Government is liable for a substantial portion of the remediation costs at the site. In November 2000, TDY filed a cost recovery and contribution action against the U.S. Government. In March 2003, the Court ordered the parties to the action to fund a portion of the remediation costs at the site. In July 2004, TDY, the U.S. Government and the EPA entered into an Interim Agreement, under which the U.S. Government funded $20.9 million and TDY funded $1 million of the remediation costs at the site. In November 2005, TDY sued other PRPs at the site seeking contribution to the response costs that have been and will continue to be incurred at the site. TDY, the other PRPs and the U.S. Government have been negotiating a resolution of this matter. TDY expects to seek contribution from other PRPs at the site. Based on information presently available, the Company believes its reserves on this matter are adequate. An adverse resolution of this matter could have a material adverse effect on the Company’s results of operations and financial condition.

     Since 1990, TDY has been operating under a Corrective Action Order from EPA for a facility that TDY owns and formerly operated in Hartville, Ohio. TDY has prepared a plan to carry out additional remediation activities, which has been approved by EPA. The Company believes its reserves for the continued operation of the interim system and for costs it expects to incur for the additional remediation activities are adequate.

     In April 2005, an unfavorable judgment of $5.3 million, including compensatory damages and prejudgment interest, was issued against TDY in a case filed in the United States District Court for the Northern District of Alabama relating to a disputed tantalum graded powder raw material supply arrangement. The supplier alleged that ATI Metalworking Products had failed to purchase certain tantalum graded powder under a supply contract, and TDY defended on the basis that the arrangement was a consignment with no purchase obligation. The Company has appealed the decision. Oral argument occurred in February, 2006.

     A number of other lawsuits, claims and proceedings have been or may be asserted against the Company relating to the conduct of its currently and formerly owned businesses, including those pertaining to product liability, patent infringement, commercial, employment, employee benefits, taxes, environmental, health and safety and occupational disease, and stockholder matters. While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial condition or liquidity, although the resolution in any reporting period of one or more of these matters could have a material adverse effect on the Company’s results of operations for that period.

71

Note 15. Selected Quarterly Financial Data (Unaudited) —

	Quarter Ended
(In millions except share and per share amounts)	March 31			June 30		September 30		December 31
2005 -
Sales	$	879.6		$	904.2	$	861.7	$	894.4
Gross profit		141.3			171.7		162.9		174.3
Income before cumulative effect of change in accounting principle		61.0			91.7		88.3		120.8
Net income		61.0			91.7		88.3		118.8
Basic income per common share before cumulative effect of change in accounting principle	$	0.64		$	0.96	$	0.91	$	1.24
Basic net income per common share	$	0.64		$	0.96	$	0.91	$	1.22
Diluted income per common share before cumulative effect of change in accounting principle	$	0.61		$	0.91	$	0.87	$	1.19
Diluted net income per common share	$	0.61		$	0.91	$	0.87	$	1.17
Average shares outstanding		96,052,147			96,502,225		97,167,790		97,881,373
2004 -
Sales	$	577.8		$	646.5	$	730.6	$	778.1
Gross profit		10.4			52.6		76.9		105.0
Net income (loss)		(50.4	)		26.6		8.6		35.0
Basic net income (loss) per common share	$	(0.63	)	$	0.33	$	0.10	$	0.37
Diluted net income (loss) per common share	$	(0.63	)	$	0.31	$	0.09	$	0.35
Average shares outstanding		80,905,108			81,289,591		90,650,022		95,628,425

     The 2005 fourth quarter includes a $20.9 million net special gain associated with the reversal of the Company’s remaining valuation allowance for U.S. Federal net deferred tax assets of $44.9 million, partially offset by asset impairments and charges related to legal matters of $22.0 million, and a $2.0 million charge, reported as a cumulative effect accounting change, net of tax, for conditional asset retirement obligations.

     The 2004 second quarter includes a curtailment gain, net of restructuring costs, of $40.4 million, including a $71.5 million curtailment and settlement gain, a $25.3 million pension termination benefit charge, and $5.8 million of restructuring charges. The restructuring charges related to the new labor agreement at our Allegheny Ludlum operations and the J&L asset acquisition, and included labor agreement costs of $4.6 million, severance costs of $0.7 million, and $0.5 million for asset impairment charges for redundant equipment following the J&L asset acquisition.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures as of December 31, 2005, and they concluded that these controls and procedures are effective.

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Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f ) and 15d-15(f ) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

     Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

     Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

     Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

     Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

     Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

     The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission’s Internal Control-Integrated Framework.

     Based on our assessment, management has concluded that, as of December 31, 2005, the Company’s internal control over financial reporting is effective based on those criteria.

     The Company’s independent registered public accounting firm that audited the financial statements included in this Annual Report issued an attestation report on our management’s assessment of the Company’s internal control over financial reporting.

Management’s Certifications

The certifications of the Company’s Chief Executive Officer and Chief Financial Officer required by the Sarbanes-Oxley Act have been included as Exhibits 31 and 32 in the Company’s Report on Form 10-K. In addition, in 2005 the Company’s Chief Executive Officer provided to the New York Stock Exchange the annual CEO certification regarding the Company’s compliance with the New York Stock Exchange’s corporate governance listing standards.

/s/ L. Patrick Hassey

L. Patrick Hassey
Chairman, President and Chief Executive Officer

/s/ Richard J. Harshman

Richard J. Harshman
Executive Vice President-Finance and Chief Financial Officer

73

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Allegheny Technologies Incorporated

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Allegheny Technologies Incorporated maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Allegheny Technologies Incorporated’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

     We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

     A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

     Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

     In our opinion, management’s assessment that Allegheny Technologies Incorporated maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Allegheny Technologies Incorporated maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the COSO criteria.

     We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Allegheny Technologies Incorporated as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2005 of Allegheny Technologies Incorporated and our report dated February 23, 2006 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Pittsburgh, Pennsylvania
February 23, 2006

 74

Item 9B. Other Information

Not applicable

PART III

Item 10. Directors and Executive Officers of the Registrant

In addition to the information set forth under the caption “Principal Officers of the Registrant” in Part I of this report, the information concerning our directors required by this item is incorporated and made part hereof by reference to the material appearing under the heading “Our Corporate Governance” and “Election of Directors” in Allegheny Technologies’ Proxy Statement for the 2006 Annual Meeting of Stockholders (the “2006 Proxy Statement”), which will be filed with the Securities and Exchange Commission, pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year. Information concerning the Audit Committee and its financial expert required by this item is incorporated and made part hereof by reference to the material appearing under the heading “Committees of the Board of Directors – Audit Committee” in the 2006 Proxy Statement. Information required by this item regarding compliance with Section 16(a) of the Exchange Act is incorporated and made a part hereof by reference to the material appearing under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2006 Proxy Statement. Information concerning the executive officers of Allegheny Technologies is contained in Part I of this Form 10-K under the caption “Principal Officers of the Registrant.”

     Allegheny Technologies has adopted Corporate Guidelines for Business Conduct and Ethics that apply to all employees including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Allegheny Technologies will provide a copy free of charge. To obtain a copy, contact the Corporate Secretary, Allegheny Technologies Incorporated, 1000 Six PPG Place, Pittsburgh, Pennsylvania 15222-5479 (telephone: 412-394-2836). The Corporate Guidelines for Business Conduct and Ethics as well as the charters for the Company’s Audit, Finance, Nominating and Governance, Personnel and Compensation, Technology and Executive Committees, as well as periodic and current reports filed with the SEC, are available through the Company’s web site at http://www.alleghenytechnologies.com and are available in print to any shareholder upon request. The Company intends to post on its web site any waiver from or amendment to the guidelines that apply to the officers named that relate to elements of the code of ethics identified by the Securities and Exchange Commission.

Item 11. Executive Compensation

Information required by this item is incorporated by reference to “Director Compensation,” “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” as set forth in the 2006 Proxy Statement. We do not incorporate by reference in this Form 10-K either the “Report on Executive Compensation” or the “Cumulative Total Stockholder Return” section of the 2006 Proxy Statement.

75

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information relating to the ownership of equity securities by certain beneficial owners and management is incorporated by reference to “Stock Ownership Information” as set forth in the 2006 Proxy Statement.

Equity Compensation Plan Information

Information about our equity compensation plans at December 31, 2005 was as follows:

					(c)
					Number of Shares
					Remaining
					Available for
	(a)				Future Issuance
	Number of Shares		(b)		Under Equity
	to be Issued Upon		Weighted Average		Compensation Plans (1)
	Exercise of		Exercise Price of		(excluding securities
(In thousands, except per share amounts)	Outstanding Options		Outstanding Options		reflected in column (a))
Equity Compensation Plans Approved by Shareholders		3,660	$	13.79		2,966
Equity Compensation Plans Not Approved by Shareholders		0	$	0		0
Total		3,660	$	13.79		2,966

(1) Includes 125,000 shares available for issuance under the Non-Employee director Compensation Plan (in the form of options or shares) and 2.8 million shares available for issuance under the 2000 Incentive Plan (which provides for the issuance of stock options and stock appreciation rights, restricted shares and other-stock-based awards). The total number of shares authorized under the Incentive Plan is 10% of the outstanding shares, as such number shall increase during the 10-year term of the Plan. Of these shares, a maximum of 2.2 million shares have been reserved for issuance for award periods under the Total Shareholder Return Incentive Compensation Program. See note 7. Stockholders’ Equity for a discussion of the Company’s stock-based compensation plans.

Item 13. Certain Relationships and Related Transactions

Information required by this item is incorporated by reference to “Certain Transactions” as set forth in the 2006 Proxy Statement.

Item 14. Principal Accountant Fees and Services

Information required by this item is incorporated by reference to Item B – “Ratification of Selection of Independent Auditors” including “Audit Committee Pre-Approval Policy” and “Independent Auditor: Services and Fees,” as set forth in the 2006 Proxy Statement.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) Exhibits and Financial Statement Schedules:

(1) Financial Statements

     The following consolidated financial statements and report are filed as part of this report under Item 8 – “Financial Statements and Supplementary Data”:

Consolidated Statements of Operations — Years Ended December 31, 2005, 2004, and 2003
Consolidated Balance Sheets at December 31, 2005 and 2004
Consolidated Statements of Cash Flows — Years Ended December 31, 2005, 2004, and 2003
Consolidated Statements of Stockholders’ Equity — Years Ended December 31, 2005, 2004, and 2003
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
Notes to Consolidated Financial Statements

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(2) Financial Statement Schedules

     All schedules set forth in the applicable accounting regulations of the Commission either are not required under the related instructions or are not applicable and, therefore, have been omitted.

(3) Exhibits

     Exhibits required to be filed by Item 601 of Regulation S-K are listed below. Documents not designated as being incorporated herein by reference are filed herewith. The paragraph numbers correspond to the exhibit numbers designated in Item 601 of Regulation S-K.

Exhibit
No.	Description
3.1	Certificate of Incorporation of Allegheny Technologies Incorporated, as amended, (incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 10-K for the year ended December 31, 1999 (File No. 1-12001)).
3.2	Amended and Restated Bylaws of Allegheny Technologies Incorporated (incorporated by reference to Exhibit 3.2 to the Registrant’s Report on Form 10-K for the year ended December 31, 1998 (File No. 1-12001)).
4.1	First Amended and Restated Revolving Credit and Security Agreement dated August 4, 2005 (incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 1-12001)).
4.2	Indenture dated as of December 18, 2001 between Allegheny Technologies Incorporated and The Bank of New York, as trustee, relating to Allegheny Technologies Incorporated 8.375% Notes due 2011 (incorporated by reference to Exhibit 4.2 to the Registrant’s Report on Form 10-K for the year ended December 31, 2001 (File No. 1-12001)).
4.3	Form of 8.375% Notes due 2011 (included as part of Exhibit 4.2).
4.4	Indenture dated as of December 15, 1995 between Allegheny Ludlum Corporation and The Chase Manhattan Bank (National Association), as trustee (relating to Allegheny Ludlum Corporation’s 6.95% Debentures due 2025) (incorporated by reference to Exhibit 4(a) to Allegheny Ludlum Corporation’s Report on Form 10-K for the year ended December 31, 1995 (File No. 1-9498)), and First Supplemental Indenture by and among Allegheny Technologies Incorporated, Allegheny Ludlum Corporation and The Chase Manhattan Bank (National Association), as Trustee, dated as of August 15, 1996 (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated August 15, 1996 (File No. 1-12001)).
4.5	Rights Agreement dated March 12, 1998, including Certificate of Designation for Series A Junior Participating Preferred Stock as filed with the State of Delaware on March 13, 1998 (incorporated by reference to Exhibit 1 to the Registrant’s Current report on Form 8-K dated March 12, 1998 (File No. 1-12001)).
10.1	Allegheny Technologies Incorporated 1996 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 10-K for the year ended December 31, 1997 (File No. 1-12001)).*
10.2	Allegheny Technologies Incorporated 1996 Non-Employee Director Stock Compensation Plan, as amended December 17, 1998 (incorporated by reference to Exhibit 10.4 to the Registrant’s Report on Form 10-K for the year ended December 31, 1998 (File No. 1-12001)).*
10.3	Allegheny Technologies Incorporated Fee Continuation Plan for Non-Employee Directors, as amended (incorporated by reference to Exhibit 10.3 to the Registrant’s Report on Form 10-K for the year ended December 31, 2004 (File No. 1-12001)).*
10.4	Supplemental Pension Plan for Certain Key Employees of Allegheny Technologies Incorporated and its subsidiaries (formerly known as the Allegheny Ludlum Corporation Key Man Salary Continuation Plan) (incorporated by reference to Exhibit 10.7 to the Company’s Report on Form 10-K for the year ended December 31, 1997 (File No. 1-12001)).*
10.5	Allegheny Technologies Incorporated Benefit Restoration Plan, as amended (incorporated by reference to Exhibit 10.8 to the Registrant’s Report on Form 10-K for the year ended December 31, 1999 (File No. 1-12001)).*
10.6	Teledyne, Inc. 1995 Non-Employee Director Stock Option Plan (incorporated by reference to Exhibit A to Teledyne, Inc.’s 1995 proxy statement (File No. 1-5212)).*
10.7	Employment Agreement dated August 26, 2003 between Allegheny Technologies Incorporated and L. Patrick Hassey (incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 10-Q dated November 4, 2003 (File No. 1-12001)).*
10.8	Employment Agreement dated July 15, 1996 between Allegheny Technologies Incorporated and Jon D. Walton (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-4 (No. 333-8235)).*
10.9	Allegheny Technologies Incorporated 2000 Incentive Plan, as amended (filed herewith).*
10.10	Total Shareholder Return Incentive Compensation Program effective January 1, 2003 (incorporated by reference to Exhibit 10.12 to the Registrant’s Report on Form 10-K for the year ended December 31, 2003 (File No. 1-12001)).*

77

Exhibit
No.	Description
10.11	Amendment to the Allegheny Technologies Incorporated Pension Plan effective January 1, 2003 (incorporated by reference to Exhibit 10.20 to the Registrant’s Report on Form 10-K for the year ended December 31, 2003 (File No. 1-12001)).*
10.12	Asset Purchase Agreement, dated February 16, 2004, by and among J&L Specialty Steel, LLC, Arcelor S.A., Jewel Acquisition LLC, and Allegheny Ludlum Corporation (incorporated by reference to Exhibit 99.2 to the Registrant’s Report on Form 8-K/A filed on February 17, 2004 (File No. 1-12001)).
10.13	Administrative Rules for the Total Shareholder Return Incentive Compensation Program (as amended effective as of January 1, 2004), and Form of Total Shareholder Return Incentive Compensation Plan Agreement for 2004 (incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 8-K dated July 20, 2004 (File No. 1-12001)).*
10.14	Form of Restricted Stock Agreement dated March 11, 2004 (incorporated by reference to Exhibit 10.3 to the Registrant’s Report on Form 8-K dated July 20, 2004 (File No. 1-12001)).*
10.15	Key Employee Performance Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Report on Form 8-K dated July 20, 2004 (File No. 1-12001)).*
10.16	2005 Annual Incentive Plan (incorporated by reference to Exhibit 101.1 to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 1-12001)).*
10.17	Administrative Rules for the Total Shareholder Return Incentive Compensation Program (as amended effective as of January 1, 2005) and Form of Total Shareholder Return Incentive Plan Agreement effective as of January 1, 2005 (incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 1-12001)).*
10.18	Form of Restricted Stock Agreement dated February 24, 2005 (incorporated by reference to Exhibit 10.3 to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 1-12001)).*
10.19	Key Employee Performance Plan, as amended February 24, 2005 (incorporated by reference to Exhibit 10.4 to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 1-12001)).*
10.20	Form of Amended and Restated Change in Control Severance Agreement, as amended and restated effective as of February 24, 2005 (incorporated by reference to Exhibit 10.5 to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 1-12001)).*
10.21	Summary of Non-employee Director Compensation (incorporated by reference to Exhibit 10.20 to the Registrant’s Report on Form  10-K for the year ended December 31, 2004 (File No. 1-121001)).*
10.22	2006 Annual Incentive Plan (filed herewith).*
10.23	Form of Total Shareholder Return Incentive Plan Agreement effective as of January 1, 2006 (filed herewith).*
10.24	Form of Restricted Stock Agreement dated February 22, 2006 (filed herewith).*
10.25	Key Employee Performance Plan, as amended February 22, 2006 (filed herewith).*
10.26	Form of Amended and Restated Change in Control Severance Agreement, as amended and restated effective as of February 22, 2006 (filed herewith).*
21.1	Subsidiaries of the Registrant (filed herewith).
23.1	Consent of Ernst & Young LLP (filed herewith).
31.1	Certification of Chief Executive Officer required by Securities and Exchange Commission Rule 13a – 14(a) or 15d – 14(a) (filed herewith).**
31.2	Certification of Chief Financial Officer required by Securities and Exchange Commission Rule 13a – 14(a) or 15d – 14(a) (filed herewith).**
32.1	Certification pursuant to 18 U.S.C. Section 1350 (filed herewith).

*

Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Report.

**

The Exhibit attached to this Form 10-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

     Certain instruments defining the rights of holders of long-term debt of the Company and its subsidiaries have been omitted from the Exhibits in accordance with Item 601(b)(4)(iii) of Regulation S-K. A copy of any omitted document will be furnished to the Commission upon request.

78

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ALLEGHENY TECHNOLOGIES INCORPORATED
Date: March 1, 2006	By                                /s/ L. Patrick Hassey
	L. Patrick Hassey
	Chairman, President and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and as of the 1st day of March, 2006.

/s/ L. Patrick Hassey	/s/ Richard J. Harshman
L. Patrick Hassey	Richard J. Harshman
Chairman, President and Chief Executive Officer and Director	Executive Vice President, Finance And Chief Financial Officer (Principal Financial Officer)
	/s/ Dale G. Reid
	Dale G. Reid
	Vice President, Controller, Chief Accounting Officer and Treasurer (Principal Accounting Officer)
/s/ H. Kent Bowen	/s/ W. Craig McClelland
H. Kent Bowen	W. Craig McClelland
Director	Director
/s/ Robert P. Bozzone	/s/ James E. Rohr
Robert P. Bozzone	James E. Rohr
Director	Director
/s/ Diane C. Creel	/s/ Louis J. Thomas
Diane C. Creel	Louis J. Thomas
Director	Director
/s/ James C. Diggs	/s/ John D. Turner
James C. Diggs	John D. Turner
Director	Director
/s/ Michael J. Joyce
Michael J. Joyce
Director

79

EXHIBIT INDEX

Exhibit
No.	Description
3.1	Certificate of Incorporation of Allegheny Technologies Incorporated, as amended, (incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 10-K for the year ended December 31, 1999 (File No. 1-12001)).
3.2	Amended and Restated Bylaws of Allegheny Technologies Incorporated (incorporated by reference to Exhibit 3.2 to the Registrant’s Report on Form 10-K for the year ended December 31, 1998 (File No. 1-12001)).
4.1	First Amended and Restated Revolving Credit and Security Agreement dated August 4, 2005 (incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 1-12001)).
4.2	Indenture dated as of December 18, 2001 between Allegheny Technologies Incorporated and The Bank of New York, as trustee, relating to Allegheny Technologies Incorporated 8.375% Notes due 2011 (incorporated by reference to Exhibit 4.2 to the Registrant’s Report on Form 10-K for the year ended December 31, 2001 (File No. 1-12001)).
4.3	Form of 8.375% Notes due 2011 (included as part of Exhibit 4.2).
4.4	Indenture dated as of December 15, 1995 between Allegheny Ludlum Corporation and The Chase Manhattan Bank (National Association), as trustee (relating to Allegheny Ludlum Corporation’s 6.95% Debentures due 2025) (incorporated by reference to Exhibit 4(a) to Allegheny Ludlum Corporation’s Report on Form 10-K for the year ended December 31, 1995 (File No. 1-9498)), and First Supplemental Indenture by and among Allegheny Technologies Incorporated, Allegheny Ludlum Corporation and The Chase Manhattan Bank (National Association), as Trustee, dated as of August 15, 1996 (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated August 15, 1996 (File No. 1-12001)).
4.5	Rights Agreement dated March 12, 1998, including Certificate of Designation for Series A Junior Participating Preferred Stock as filed with the State of Delaware on March 13, 1998 (incorporated by reference to Exhibit 1 to the Registrant’s Current report on Form 8-K dated March 12, 1998 (File No. 1-12001)).
10.1	Allegheny Technologies Incorporated 1996 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 10-K for the year ended December 31, 1997 (File No. 1-12001)).*
10.2	Allegheny Technologies Incorporated 1996 Non-Employee Director Stock Compensation Plan, as amended December 17, 1998 (incorporated by reference to Exhibit 10.4 to the Registrant’s Report on Form 10-K for the year ended December 31, 1998 (File No. 1-12001)).*
10.3	Allegheny Technologies Incorporated Fee Continuation Plan for Non-Employee Directors, as amended (incorporated by reference to Exhibit 10.3 to the Registrant’s Report on Form 10-K for the year ended December 31, 2004 (File No. 1-12001)).*
10.4	Supplemental Pension Plan for Certain Key Employees of Allegheny Technologies Incorporated and its subsidiaries (formerly known as the Allegheny Ludlum Corporation Key Man Salary Continuation Plan) (incorporated by reference to Exhibit 10.7 to the Company’s Report on Form 10-K for the year ended December 31, 1997 (File No. 1-12001)).*
10.5	Allegheny Technologies Incorporated Benefit Restoration Plan, as amended (incorporated by reference to Exhibit 10.8 to the Registrant’s Report on Form 10-K for the year ended December 31, 1999 (File No. 1-12001)).*
10.6	Teledyne, Inc. 1995 Non-Employee Director Stock Option Plan (incorporated by reference to Exhibit A to Teledyne, Inc.’s 1995 proxy statement (File No. 1-5212)).*
10.7	Employment Agreement dated August 26, 2003 between Allegheny Technologies Incorporated and L. Patrick Hassey (incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 10-Q dated November 4, 2003 (File No. 1-12001)).*
10.8	Employment Agreement dated July 15, 1996 between Allegheny Technologies Incorporated and Jon D. Walton (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-4 (No. 333-8235)).*
10.9	Allegheny Technologies Incorporated 2000 Incentive Plan, as amended (filed herewith).*
10.10	Total Shareholder Return Incentive Compensation Program effective January 1, 2003 (incorporated by reference to Exhibit 10.12 to the Registrant’s Report on Form 10-K for the year ended December 31, 2003 (File No. 1-12001)).*

Exhibit
No.	Description
10.11	Amendment to the Allegheny Technologies Incorporated Pension Plan effective January 1, 2003 (incorporated by reference to Exhibit 10.20 to the Registrant’s Report on Form 10-K for the year ended December 31, 2003 (File No. 1-12001)).*
10.12	Asset Purchase Agreement, dated February 16, 2004, by and among J&L Specialty Steel, LLC, Arcelor S.A., Jewel Acquisition LLC, and Allegheny Ludlum Corporation (incorporated by reference to Exhibit 99.2 to the Registrant’s Report on Form 8-K/A filed on February 17, 2004 (File No. 1-12001)).
10.13	Administrative Rules for the Total Shareholder Return Incentive Compensation Program (as amended effective as of January 1, 2004), and Form of Total Shareholder Return Incentive Compensation Plan Agreement for 2004 (incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 8-K dated July 20, 2004 (File No. 1-12001)).*
10.14	Form of Restricted Stock Agreement dated March 11, 2004 (incorporated by reference to Exhibit 10.3 to the Registrant’s Report on Form 8-K dated July 20, 2004 (File No. 1-12001)).*
10.15	Key Employee Performance Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Report on Form 8-K dated July 20, 2004 (File No. 1-12001)).*
10.16	2005 Annual Incentive Plan (incorporated by reference to Exhibit 101.1 to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 1-12001)).*
10.17	Administrative Rules for the total Shareholder Return Incentive Compensation Program (as amended effective as of January 1, 2005) and Form of Total Shareholder Return Incentive Plan Agreement effective as of January 1, 2005 (incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 1-12001)).*
10.18	Form of Restricted Stock Agreement dated February 24, 2005 (incorporated by reference to Exhibit 10.3 to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 1-12001)).*
10.19	Key Employee Performance Plan, as amended February 24, 2005 (incorporated by reference to Exhibit 10.4 to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 1-12001)).*
10.20	Form of Amended and Restated Change in Control Severance Agreement, as amended and restated effective as of February 24, 2005 (incorporated by reference to Exhibit 10.5 to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 1-12001)).*
10.21	Summary of Non-employee Director Compensation (incorporated by reference to Exhibit 10.20 to the Registrant’s Report on Form 10-K for the year ended December 31, 2004 (File No. 1-121001)).*
10.22	2006 Annual Incentive Plan (filed herewith).*
10.23	Form of Total Shareholder Return Incentive Plan Agreement effective as of January 1, 2006 (filed herewith).*
10.24	Form of Restricted Stock Agreement dated February 22, 2006 (filed herewith).*
10.25	Key Employee Performance Plan, as amended February 22, 2006 (filed herewith).*
10.26	Form of Amended and Restated Change in Control Severance Agreement, as amended and restated effective as of February 22, 2006 (filed herewith).*
21.1	Subsidiaries of the Registrant (filed herewith).
23.1	Consent of Ernst & Young LLP (filed herewith).
31.1	Certification of Chief Executive Officer required by Securities and Exchange Commission Rule 13a — 14(a) or 15d — 14(a) (filed herewith).**
31.2	Certification of Chief Financial Officer required by Securities and Exchange Commission Rule 13a — 14(a) or 15d — 14(a) (filed herewith).**
32.1	Certification pursuant to 18 U.S.C. Section 1350 (filed herewith).

*

Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Report.

**

The Exhibit attached to this Form 10-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

     Certain instruments defining the rights of holders of long-term debt of the Company and its subsidiaries have been omitted from the Exhibits in accordance with Item 601(b)(4)(iii) of Regulation S-K. A copy of any omitted document will be furnished to the Commission upon request.

EX-10.9

Exhibit 10.9

ALLEGHENY TECHNOLOGIES INCORPORATED

2000 INCENTIVE PLAN
(as amended)

ARTICLE I.
PURPOSE AND ADOPTION OF THE PLAN

     1.1. Purpose. The purpose of the Allegheny Technologies Incorporated 2000 Incentive Plan (hereinafter referred to as the “Plan”) is to assist in attracting and retaining highly competent employees, to act as an incentive in motivating selected officers and other key employees of Allegheny Technologies Incorporated and its Subsidiaries to achieve long-term corporate objectives and to enable cash incentive awards to qualify as performance-based for purposes of the tax deduction limitations under Section 162(m) of the Code.

     1.2. Adoption and Term. The Plan was approved by the Board of Directors of Allegheny Technologies Incorporated, to be effective as of January 1, 2000 (the “Effective Date”), and approved by the stockholders of the Company on May 11, 2000. The Plan shall remain in effect until the tenth anniversary of the date the stockholders of the Company approve the Plan, unless terminated by action of the Board prior to that date, and the provisions of Articles VII, VIII, IX and X with respect to performance-based awards to “covered employees” under Section 162(m) of the Code shall expire as of the fifth anniversary of the date the stockholders of the Company approved the Plan, until and unless reapproved by the stockholders of the Company.

     1.3. The Prior Plan. The Company previously adopted the Allegheny Teledyne Incorporated 1996 Incentive Plan (the “Prior Plan”). Awards granted under the Prior Plan prior to the date the stockholders of the Company approve the Plan shall not be affected by the adoption of this Plan, and the Prior Plan shall remain the effect following the date the stockholders of the Company approve the Plan to the extent necessary to administer such awards, but no new Awards shall be granted under the Prior Plan after the date the stockholders of the Company approve the Plan.

ARTICLE II.
DEFINITIONS

          For the purpose of this Plan, capitalized terms shall have the following meanings:

        2.1. Award means any one or a combination of Non-Qualified Stock Options or Incentive Stock Options described in Article VI, Stock Appreciation Rights described in Article VI, Restricted Shares described in Article VII, Performance Awards described in Article VIII, Awards of cash or any other Award made under the terms of the Plan.

        2.2. Award Agreement means a written agreement between the Company and a Participant or a written acknowledgment from the Company to a Participant specifically setting forth the terms and conditions of an Award granted under the Plan.

        2.3. Award Period means, with respect to an Award, the period of time set forth in the Award Agreement during which specified target performance goals must be achieved or other conditions set forth in the Award Agreement must be satisfied.

        2.4. Beneficiary means an individual, trust or estate who or which, by a written designation of the Participant filed with the Company or by operation of law, succeeds to the rights and obligations of the Participant under the Plan and the Award Agreement upon the Participant’s death.

        2.5. Board means the Board of Directors of the Company.

        2.6. Change in Control means, and shall be deemed to have occurred upon the occurrence of, any one of the following events:

          (a) The acquisition in one or more transactions, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of Company Voting Securities in excess of 25% of the Company Voting Securities unless such acquisition has been approved by the Board;

          (b) Any election has occurred of persons to the Board that causes two-thirds of the Board to consist of persons other than (i) persons who were members of the Board on the Effective Date and (ii) persons who were nominated for elections as members of the Board at a time when two-thirds of the Board consisted of persons who were members of the Board on the Effective Date; provided, however, that any person nominated for election by a Board at least two-thirds of whom constituted persons described in

2

clauses (i) and/or (ii) or by persons who were themselves nominated by such Board shall, for this purpose, be deemed to have been nominated by a Board composed of persons described in clause (i);

          (c) Approval by the stockholders of the Company of a reorganization, merger or consolidation, unless, following such reorganization, merger or consolidation, all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Common Stock and Company Voting Securities immediately prior to such reorganization, merger or consolidation, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than seventy five (75%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or trustees, as the case may be, of the entity resulting from such reorganization, merger or consolidation in substantially the same proportion as their ownership of the Outstanding Common Stock and Company Voting Securities immediately prior to such reorganization, merger or consolidation, as the case may be; or

          (d) Approval by the stockholders of the Company of (i) a complete liquidation or dissolution of the Company or (ii) a sale or other disposition of all or substantially all the assets of the Company.

        2.7. Code means the Internal Revenue Code of 1986, as amended. References to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes said section.

        2.8. Committee means the Committee defined in Section 3.1.

        2.9. Company or Corporation means Allegheny Technologies Incorporated, a Delaware corporation, and its successors.

        2.10. Common Stock means Common Stock of the Company, par value $.10 per share.

        2.11. Company Voting Securities means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of directors to the Board.

3

     2.12. Date of Grant means the date designated by the Committee as the date as of which it grants an Award, which shall not be earlier than the date on which the Committee approves the granting of such Award.

     2.13. Effective Date shall have the meaning given to such term in Section 1.2.

     2.14. Exchange Act means the Securities Exchange Act of 1934, as amended.

     2.15. Exercise Price means, with respect to a Stock Appreciation Right, the amount established by the Committee in the Award Agreement which is to be subtracted from the Fair Market Value on the date of exercise in order to determine the amount of the payment to be made to the Participant, as further described in Section 6.2(b).

     2.16. Fair Market Value means, on any date, the average of the high and low quoted sales prices of a share of Common Stock, as reported on the Composite Tape for New York Stock Exchange Listed Companies, on such date or, if there were no sales on such date, on the last date preceding such date on which a sale was reported.

     2.17. Incentive Stock Option means a stock option within the meaning of Section 422 of the Code.

     2.18. Merger means any merger, reorganization, consolidation, exchange, transfer of assets or other transaction having similar effect involving the Company.

     2.19. Non-Qualified Stock Option means a stock option which is not an Incentive Stock Option.

     2.20. Options means all Non-Qualified Stock Options and Incentive Stock Options granted at any time under the Plan.

     2.21. Outstanding Common Stock means, at any time, the issued and outstanding shares of Common Stock.

     2.22. Participant means a person designated to receive an Award under the Plan in accordance with Section 5.1.

     2.23. Performance Awards means Awards granted in accordance with Article VIII.

4

     2.24. Performance Goals means operating income, operating profit, income before taxes, earnings per share, return on investment or working capital, return on stockholders’ equity, economic value added (the amount, if any, by which net operating profit after tax exceeds a reference cost of capital), balanced scorecard, cash flow, reductions in inventory, inventory turns and on-time delivery performance, any one of which may be measured with respect to the Company or any one or more of its Subsidiaries or business units and either in absolute terms or as compared to another company or companies, and safety measures and other quantifiable, objective measures of individual performance relevant to the particular individual’s job responsibilities.

     2.25. Plan means the Allegheny Technologies Incorporated 2000 Incentive Plan as described herein, as the same may be amended from time to time.

     2.26. Prior Plan shall have the meaning given to such term in Section 1.3.

     2.27. Purchase Price, with respect to Options, shall have the meaning set forth in Section 6.1(b).

     2.28. Restoration Option means a Non-Qualified Stock Option granted pursuant to Section 6.1(f).

     2.29. Restricted Shares means Common Stock subject to restrictions imposed in connection with Awards granted under Article VII.

     2.30. Retirement means early or normal retirement under a pension plan or arrangement of the Company or one of its Subsidiaries in which the Participant participates.

     2.31. Rule 16b-3 means Rule 16b-3 promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, as the same may be amended from time to time, and any successor rule.

     2.32. Stock Appreciation Rights means Awards granted in accordance with Article VI.

     2.33. Subsidiary means a subsidiary of the Company within the meaning of Section 424(f) of the Code.

     2.34. Termination of Employment means the voluntary or involuntary termination of a Participant’s employment with the Company or a Subsidiary for any reason, including death, disability, retirement or as the result of the divestiture

5

of the Participant’s employer or any similar transaction in which the Participant’s employer ceases to be the Company or one of its Subsidiaries. Whether entering military or other government service shall constitute Termination of Employment, or whether a Termination of Employment shall occur as a result of disability, shall be determined in each case by the Committee in its sole discretion.

ARTICLE III.
ADMINISTRATION

     3.1. Committee. The Plan shall be administered by a committee of the Board (“Committee”) comprised of at least two persons. The Committee shall have exclusive and final authority in each determination, interpretation or other action affecting the Plan and its Participants. The Committee shall have the sole discretionary authority to interpret the Plan, to establish and modify administrative rules for the Plan, to impose such conditions and restrictions on Awards as it determines appropriate and to cancel Awards (including those made pursuant to other plans of the Company), and to take such steps in connection with the Plan and Awards granted hereunder as it may deem necessary or advisable. The Committee shall not, however, have or exercise any discretion that would disqualify amounts payable under Article X as performance-based compensation for purposes of Section 162(m) of the Code. The Committee may delegate such of its powers and authority under the Plan as it deems appropriate to designated officers or employees of the Company. In addition, the full Board may exercise any of the powers and authority of the Committee under the Plan. In the event of such delegation of authority or exercise of authority by the Board, references in the Plan to the Committee shall be deemed to refer, as appropriate, to the delegate of the Committee or the Board. The selection of members of the Committee or any subcommittee thereof, and any delegation by the Committee to designated officers or employees, under this Section 3.1 shall comply with Section 16(b) of the Exchange Act, the performance-based provisions of Section 162(m) of the Code, and the regulations promulgated under each of such statutory provisions, or the respective successors to such statutory provisions or regulations, as in effect from time to time, except to the extent that the Board determines that such compliance is not necessary or desirable.

6

ARTICLE IV.
SHARES

     4.1. Number of Shares Issuable. The total number of shares authorized to be issued under the Plan shall equal 10% of the outstanding shares of the Common Stock as of the Effective Date. If the number of outstanding shares of Common Stock is increased after the Effective Date, the total number of shares available under the Plan will be increased by 10% of such increase. The number of shares available for issuance under the Plan shall be further subject to adjustment in accordance with Section 11.7. The shares to be offered under the Plan shall be authorized and unissued Common Stock, or issued Common Stock which shall have been reacquired by the Company. Of the total number of shares authorized for grant under the Plan, the Company may issue no more than one million shares as awards of restricted stock, subject to adjustment in accordance with Section 11.7.

     4.2. Shares Subject to Terminated Awards. Common Stock covered by any unexercised portions of terminated Options (including canceled Options) granted under Article VI, Common Stock forfeited as provided in Section 7.2(a) and Common Stock subject to any Awards which are otherwise surrendered by the Participant may again be subject to new Awards under the Plan. Common Stock subject to Options, or portions thereof, which have been surrendered in connection with the exercise of Stock Appreciation Rights shall not be available for subsequent Awards under the Plan, but Common Stock issued in payment of such Stock Appreciation Rights shall not be charged against the number of shares of Common Stock available for the grant of Awards hereunder. Common Stock covered by awards granted under the Prior Plan that after the Effective Date are terminated unexercised, forfeited or otherwise surrendered shall be available for subsequent Awards under this Plan.

ARTICLE V.
PARTICIPATION

     5.1. Eligible Participants. Participants in the Plan shall be such officers and other key employees of the Company and its Subsidiaries, whether or not members of the Board, as the Committee, in its sole discretion, may designate from time to time. The Committee’s designation of a Participant in any year shall not require the Committee to designate such person to receive Awards or grants in any other year. The designation of a Participant to receive awards or grants under one portion of the Plan does not require the Committee to include such Participant under other portions of the Plan. The Committee shall consider such factors as it

7

deems pertinent in selecting Participants and in determining the type and amount of their respective Awards. Notwithstanding any provision herein to the contrary, the Committee may grant Awards under the Plan, other than Incentive Stock Options, to non-employees who, in the judgment of the Committee, render significant services to the Company or any of its Subsidiaries, on such terms and conditions as the Committee deems appropriate and consistent with the intent of the Plan. Subject to adjustment in accordance with Section 11.7, in any calendar year, no Participant shall be granted Awards in respect of more than 1 million shares of Common Stock (whether through grants of Options or Stock Appreciation Rights or other grants of Common Stock or rights with respect thereto) and $5 million in cash; provided, however, that any Award payable over a period of more than one year shall be pro-rated over the applicable period in determining the amount of the Award granted in any calendar year.

ARTICLE VI.
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

        6.1. Option Awards.

          (a) Grant of Options. The Committee may grant, to such Participants as the Committee may select, Options entitling the Participant to purchase shares of Common Stock from the Company in such number, at such price, and on such terms and subject to such conditions, not inconsistent with the terms of this Plan, as may be established by the Committee. The terms of any Option granted under this Plan shall be set forth in an Award Agreement.

          (b) Purchase Price of Options. The Purchase Price of each share of Common Stock which may be purchased upon exercise of any Option granted under the Plan shall be determined by the Committee; provided, however, that the Purchase Price of the Common Stock purchased pursuant to Options designated by the Committee as Incentive Stock Options shall be equal to or greater than the Fair Market Value on the Date of Grant as required under Section 422 of the Code.

          (c) Designation of Options. Except as otherwise expressly provided in the Plan, the Committee may designate, at the time of the grant of each Option, the Option as an Incentive Stock Option or a Non-Qualified Stock Option.

8

          (d) Incentive Stock Option Share Limitation. No Participant may be granted Incentive Stock Options under the Plan (or any other plans of the Company and its Subsidiaries) which would result in shares with an aggregate Fair Market Value (measured on the Date of Grant) of more than $100,000 first becoming exercisable in any one calendar year.

          (e) Rights as a Stockholder. A Participant or a transferee of an Option pursuant to Section 11.4 shall have no rights as a stockholder with respect to Common Stock covered by an Option until the Participant or transferee shall have become the holder of record of any such shares, and no adjustment shall be made for dividends in cash or other property or distributions or other rights with respect to any such Common Stock for which the record date is prior to the date on which the Participant or a transferee of the Option shall have become the holder of record of any such shares covered by the Option; provided, however, that Participants are entitled to share adjustments to reflect capital changes under Section 11.7.

          (f) Restoration Options Upon the Exercise of a Non-Qualified Stock Option. In the event that any Participant delivers to the Company, or has withheld from the shares otherwise issuable upon the exercise of a Non-Qualified Stock Option, shares of Common Stock in payment of the Purchase Price of any Non-Qualified Stock Option granted hereunder in accordance with Section 6.4, the Committee shall have the authority to grant or provide for the automatic grant of a Restoration Option to such Participant. The grant of a Restoration Option shall be subject to the satisfaction of such conditions or criteria as the Committee in its sole discretion shall establish from time to time. A Restoration Option shall entitle the holder thereof to purchase a number of shares of Common Stock equal to the number of such shares so delivered or withheld upon exercise of the original Option and, in the discretion of the Committee, the number of shares, if any, delivered or withheld to the Company to satisfy any withholding tax liability arising in connection with the exercise of the original Option. A Restoration Option shall have a per share Purchase Price of not less than 100% of the per share Fair Market Value of the Common Stock on the date of grant of such Restoration Option, a term not longer than the remaining term of the original Option at the time of exercise thereof, and such other terms and conditions as the Committee in its sole discretion shall determine.

9

        6.2. Stock Appreciation Rights.

          (a) Stock Appreciation Right Awards. The Committee is authorized to grant to any Participant one or more Stock Appreciation Rights. Such Stock Appreciation Rights may be granted either independent of or in tandem with Options granted to the same Participant. Stock Appreciation Rights granted in tandem with Options may be granted simultaneously with, or, in the case of Non-Qualified Stock Options, subsequent to, the grant to such Participant of the related Option; provided, however, that: (i) any Option covering any share of Common Stock shall expire and not be exercisable upon the exercise of any Stock Appreciation Right with respect to the same share, (ii) any Stock Appreciation Right covering any share of Common Stock shall expire and not be exercisable upon the exercise of any related Option with respect to the same share, and (iii) an Option and Stock Appreciation Right covering the same share of Common Stock may not be exercised simultaneously. Upon exercise of a Stock Appreciation Right with respect to a share of Common Stock, the Participant shall be entitled to receive an amount equal to the excess, if any, of (A) the Fair Market Value of a share of Common Stock on the date of exercise over (B) the Exercise Price of such Stock Appreciation Right established in the Award Agreement, which amount shall be payable as provided in Section 6.2(c).

          (b) Exercise Price. The Exercise Price established under any Stock Appreciation Right granted under this Plan shall be determined by the Committee, but in the case of Stock Appreciation Rights granted in tandem with Options shall not be less than the Purchase Price of the related Option. Upon exercise of Stock Appreciation Rights granted in tandem with Options, the number of shares subject to exercise under any related Option shall automatically be reduced by the number of shares of Common Stock represented by the Option or portion thereof which are surrendered as a result of the exercise of such Stock Appreciation Rights.

          (c) Payment of Incremental Value. Any payment which may become due from the Company by reason of a Participant’s exercise of a Stock Appreciation Right may be paid to the Participant as determined by the Committee (i) all in cash, (ii) all in Common Stock, or (iii) in any combination of cash and Common Stock. In the event that all or a portion of the payment is made in Common Stock, the number of shares of Common

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Stock delivered in satisfaction of such payment shall be determined by dividing the amount of such payment or portion thereof by the Fair Market Value on the Exercise Date. No fractional share of Common Stock shall be issued to make any payment in respect of Stock Appreciation Rights; if any fractional share would be issuable, the combination of cash and Common Stock payable to the Participant shall be adjusted as directed by the Committee to avoid the issuance of any fractional share.

        6.3. Terms of Stock Options and Stock Appreciation Rights.

          (a) Conditions on Exercise. An Award Agreement with respect to Options and/or Stock Appreciation Rights may contain such waiting periods, exercise dates and restrictions on exercise (including, but not limited to, periodic installments) as may be determined by the Committee at the time of grant.

          (b) Duration of Options and Stock Appreciation Rights. Options and Stock Appreciation Rights shall terminate after the first to occur of the following events:

               (i) Expiration of the Option or Stock Appreciation Right as provided in the Award Agreement; or

               (ii) Termination of the Award following the Participant’s disability, Retirement, death or other Termination of Employment as provided in the Award Agreement; or

               (iii) In the case of an Incentive Stock Option, ten years from the Date of Grant; or

               (iv) Solely in the case of a Stock Appreciation Right granted in tandem with an Option, upon the expiration of the related Option.

          (c) Acceleration or Extension of Exercise Time. The Committee may (but shall not be obligated to) permit the exercise of an Option or Stock Appreciation Right (i) prior to the time such Option or Stock Appreciation Right would become exercisable under the terms of the Award Agreement, (ii) after the termination of the Option or Stock Appreciation Right under the terms of the Award Agreement, or (iii) after the expiration of the Option or Stock Appreciation Right.

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     6.4. Exercise Procedures. Each Option and Stock Appreciation Right granted under the Plan shall be exercised by written or electronic notice to the Company or by such other exercise procedures as may be provided in the Award Agreement which notice or other form of exercise must be received by the officer or employee of the Company designated in the Award Agreement on or before the close of business on the expiration date of the Award. The Purchase Price of shares purchased upon exercise of an Option granted under the Plan shall be paid in full in cash by the Participant pursuant to the Award Agreement; provided, however, that the Committee may (but shall not be required to) permit payment to be made by delivery to the Company of either (a) Common Stock (which may, in the sole discretion of the Committee, include Restricted Shares or shares otherwise issuable in connection with the exercise of the Option, subject to such rules as the Committee deems appropriate) or (b) any combination of cash and Common Stock, or (c) such other consideration as the Committee deems appropriate and in compliance with applicable law (including payment in accordance with a cashless exercise program under which, if so instructed by the Participant, Common Stock may be issued directly to the Participant’s broker or dealer upon receipt of an irrevocable written or electronic notice of exercise from the Participant). In the event that any Common Stock shall be transferred to the Company to satisfy all or any part of the Purchase Price, the part of the Purchase Price deemed to have been satisfied by such transfer of Common Stock shall be equal to the product derived by multiplying the Fair Market Value as of the date of exercise times the number of shares of Common Stock transferred to the Company. The Participant may not transfer to the Company in satisfaction of the Purchase Price any fractional share of Common Stock. Any part of the Purchase Price paid in cash upon the exercise of any Option shall be added to the general funds of the Company and may be used for any proper corporate purpose. Unless the Committee shall otherwise determine, any Common Stock transferred to the Company as payment of all or part of the Purchase Price upon the exercise of any Option shall be held as treasury shares.

     6.5. Change in Control. Unless otherwise provided by the Committee in the applicable Award Agreement, in the event of a Change in Control, all Options outstanding on the date of such Change in Control, and all Stock Appreciation Rights shall become immediately and fully exercisable. The provisions of this Section 6.5 shall not be applicable to any Options or Stock Appreciation Rights granted to a Participant if any Change in Control results from such Participant’s beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Common Stock or Company Voting Securities.

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ARTICLE VII.
RESTRICTED SHARES

        7.1. Restricted Share Awards. The Committee may grant to any Participant an Award of Common Stock in such number of shares, and on such terms, conditions and restrictions, whether based on performance standards, periods of service, retention by the Participant of ownership of purchased or designated shares of Common Stock or other criteria, as the Committee shall establish. With respect to performance-based Awards of Restricted Shares to “covered employees” (as defined in Section 162(m) of the Code), performance targets will be limited to specified levels of one or more of the Performance Goals. The terms of any Restricted Share Award granted under this Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Committee and not inconsistent with this Plan.

          (a) Issuance of Restricted Shares. As soon as practicable after the Date of Grant of a Restricted Share Award by the Committee, the Company shall cause to be transferred on the books of the Company, or its agent, Common Stock, registered on behalf of the Participant, evidencing the Restricted Shares covered by the Award, but subject to forfeiture to the Company as of the Date of Grant if an Award Agreement with respect to the Restricted Shares covered by the Award is not duly executed by the Participant and timely returned to the Company. All Common Stock covered by Awards under this Article VII shall be subject to the restrictions, terms and conditions contained in the Plan and the Award Agreement entered into by the Participant. Until the lapse or release of all restrictions applicable to an Award of Restricted Shares the share certificates, if any, representing such Restricted Shares may be held in custody by the Company, its designee, or, if the certificates bear a restrictive legend, by the Participant; provided, however, that if the Restricted Shares are uncertificated, other arrangements may be made, in the discretion of the Committee, to ensure the enforcement of the restrictions on such Restricted Shares. Upon the lapse or release of all restrictions with respect to an Award as described in Section 7.1(d), one or more share certificates, registered in the name of the Participant, for an appropriate number of shares as provided in Section 7.1(d), free of any restrictions set forth in the Plan and the Award Agreement shall be delivered to the Participant.

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          (b) Stockholder Rights. Beginning on the Date of Grant of the Restricted Share Award and subject to execution of the Award Agreement as provided in Section 7.1(a), the Participant shall become a stockholder of the Company with respect to all shares subject to the Award Agreement and shall have all of the rights of a stockholder, including, but not limited to, the right to vote such shares and the right to receive dividends; provided, however, that any Common Stock distributed as a dividend or otherwise with respect to any Restricted Shares as to which the restrictions have not yet lapsed, shall be subject to the same restrictions as such Restricted Shares and held or restricted as provided in Section 7.1(a).

          (c) Restriction on Transferability. None of the Restricted Shares may be assigned or transferred (other than by will or the laws of descent and distribution, or to an inter vivos trust with respect to which the Participant is treated as the owner under Sections 671 through 677 of the Code), pledged or sold prior to lapse of the restrictions applicable thereto.

          (d) Delivery of Shares Upon Vesting. Upon expiration or earlier termination of the forfeiture period without a forfeiture and the satisfaction of or release from any other conditions prescribed by the Committee, or at such earlier time as provided under the provisions of Section 7.3, the restrictions applicable to the Restricted Shares shall lapse. As promptly as administratively feasible thereafter, subject to the requirements of Section 11.5, the Company shall deliver to the Participant or, in case of the Participant’s death, to the Participant’s Beneficiary, one or more share certificates for the appropriate number of shares of Common Stock, free of all such restrictions, except for any restrictions that may be imposed by law.

        7.2. Terms of Restricted Shares.

          (a) Forfeiture of Restricted Shares. Subject to Sections 7.2(b) and 7.3, all Restricted Shares shall be forfeited and returned to the Company and all rights of the Participant with respect to such Restricted Shares shall terminate unless the Participant continues in the service of the Company or a Subsidiary as an employee until the expiration of the forfeiture period for such Restricted Shares and satisfies any and all other conditions set forth in the Award Agreement. The Committee shall determine the forfeiture period (which may, but need not, lapse in installments) and any other terms and conditions applicable with respect to any Restricted Share Award.

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          (b) Waiver of Forfeiture Period. Notwithstanding anything contained in this Article VII to the contrary, the Committee may, in its sole discretion, waive the forfeiture period and any other conditions set forth in any Award Agreement under appropriate circumstances (including the death, disability or Retirement of the Participant or a material change in circumstances arising after the date of an Award) and subject to such terms and conditions (including forfeiture of a proportionate number of the Restricted Shares) as the Committee shall deem appropriate.

        7.3. Change in Control. Unless otherwise provided by the Committee in the applicable Award Agreement, in the event of a Change in Control, all restrictions applicable to the Restricted Share Award shall terminate fully and the Participant shall immediately have the right to the delivery of share certificate or certificates for such shares in accordance with Section 7.1(d).

ARTICLE VIII.
PERFORMANCE AWARDS

        8.1. Performance Awards.

          (a) Award Periods and Calculations of Potential Incentive Amounts. The Committee may grant Performance Awards to Participants. A Performance Award shall consist of the right to receive a payment (measured by the Fair Market Value of a specified number of shares of Common Stock, increases in such Fair Market Value during the Award Period and/or a fixed cash amount) contingent upon the extent to which certain predetermined performance targets have been met during an Award Period. Performance Awards may be made in conjunction with, or in addition to, Restricted Share Awards made under Article VII. The Award Period shall be two or more fiscal or calendar years as determined by the Committee. The Committee, in its discretion and under such terms as it deems appropriate, may permit newly eligible employees, such as those who are promoted or newly hired, to receive Performance Awards after an Award Period has commenced.

          (b) Performance Targets. The performance targets may include such goals related to the performance of the Company or, where relevant, any one or more of its Subsidiaries or divisions and/or the performance of a Participant as may be established by the Committee in its discretion. In the case of Performance Awards to “covered employees” (as defined in Section 162(m) of the Code), the targets will be limited to specified levels of

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one or more of the Performance Goals. The performance targets established by the Committee may vary for different Award Periods and need not be the same for each Participant receiving a Performance Award in an Award Period. Except to the extent inconsistent with the performance-based compensation exception under Section 162(m) of the Code, in the case of Performance Awards granted to employees to whom such section is applicable, the Committee, in its discretion, but only under extraordinary circumstances as determined by the Committee, may change any prior determination of performance targets for any Award Period at any time prior to the final determination of the Award when events or transactions occur to cause the performance targets to be an inappropriate measure of achievement.

          (c) Earning Performance Awards. The Committee, at or as soon as practicable after the Date of Grant, shall prescribe a formula to determine the percentage of the Performance Award to be earned based upon the degree of attainment of performance targets.

          (d) Payment of Earned Performance Awards. Subject to the requirements of Section 11.5, payments of earned Performance Awards shall be made in cash or Common Stock, or a combination of cash and Common Stock, in the discretion of the Committee. The Committee, in its sole discretion, may define such terms and conditions with respect to the payment of earned Performance Awards as it may deem desirable.

        8.2. Terms of Performance Awards.

          (a) Termination of Employment. Unless otherwise provided below or in Section 8.3, in the case of a Participant’s Termination of Employment prior to the end of an Award Period, the Participant will not have earned any Performance Awards.

          (b) Retirement. If a Participant’s Termination of Employment is because of Retirement prior to the end of an Award Period, the Participant will not be paid any Performance Awards, unless the Committee, in its sole and exclusive discretion, determines that an Award should be paid. In such a case, the Participant shall be entitled to receive a pro-rata portion of his or her Award as determined under Subsection (d).

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          (c) Death or Disability. If a Participant’s Termination of Employment is due to death or disability (as determined in the sole and exclusive discretion of the Committee) prior to the end of an Award Period, the Participant or the Participant’s personal representative shall be entitled to receive a pro-rata share of his or her Award as determined under Subsection (d).

          (d) Pro-Rata Payment. The amount of any payment made to a Participant whose employment is terminated by Retirement, death or disability (under circumstances described in Subsections (b) and (c)) will be the amount determined by multiplying the amount of the Performance Award which would have been earned, determined at the end of the Award Period, had such employment not been terminated, by a fraction, the numerator of which is the number of whole months such Participant was employed during the Award Period, and the denominator of which is the total number of months of the Award Period. Any such payment made to a Participant whose employment is terminated prior to the end of an Award Period under this Section 8.2 shall be made at the end of the respective Award Period, unless otherwise determined by the Committee in its sole discretion. Any partial payment previously made or credited to a deferred account for the benefit of a Participant as provided under Section 8.1(d) of the Plan shall be subtracted from the amount otherwise determined as payable as provided in this Section.

          (e) Other Events. Notwithstanding anything to the contrary in this Article VIII, the Committee may, in its sole and exclusive discretion, determine to pay all or any portion of a Performance Award to a Participant who has terminated employment prior to the end of an Award Period under certain circumstances (including the death, disability or Retirement of the Participant or a material change in circumstances arising after the Date of Grant) and subject to such terms and conditions as the Committee shall deem appropriate.

        8.3. Change in Control. Unless otherwise provided by the Committee in the applicable Award Agreement, in the event of a Change in Control, all Performance Awards for all Award Periods shall immediately become fully payable to all Participants and shall be paid to Participants in accordance with Section 8.1(d) within 30 days after such Change in Control.

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ARTICLE IX.
OTHER STOCK-BASED AWARDS

        9.1 Grant of Other Stock-Based Awards. Other stock-based awards, consisting of stock purchase rights (with or without loans to Participants by the Company containing such terms as the Committee shall determine), Awards of cash, Awards of Common Stock, or Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, may be granted either alone or in addition to or in conjunction with other Awards under the Plan. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the persons to whom and the time or times at which such Awards shall be made, the number of shares of Common Stock to be granted pursuant to such Awards, and all other conditions of the Awards. Any such Award shall be confirmed by an Award Agreement executed by the Company and the Participant, which Award Agreement shall contain such provisions as the Committee determines to be necessary or appropriate to carry out the intent of this Plan with respect to such Award.

        9.2 Terms of Other Stock-Based Awards. In addition to the terms and conditions specified in the Award Agreement, Awards made pursuant to this Article IX shall be subject to the following:

          (a) Any Common Stock subject to Awards made under this Article IX may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses; and

          (b) If specified by the Committee in the Award Agreement, the recipient of an Award under this Article IX shall be entitled to receive, currently or on a deferred basis, interest or dividends or dividend equivalents with respect to the Common Stock or other securities covered by the Award; and

          (c) The Award Agreement with respect to any Award shall contain provisions dealing with the disposition of such Award in the event of a Termination of Employment prior to the exercise, realization or payment of such Award, whether such termination occurs because of Retirement, disability, death or other reason, with such provisions to take account of the specific nature and purpose of the Award.

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        9.3 Foreign Qualified Awards. Awards under the Plan may be granted to such employees of the Company and its Subsidiaries who are residing in foreign jurisdictions as the Committee in its sole discretion may determine from time to time. The Committee may adopt such supplements to the Plan as may be necessary or appropriate to comply with the applicable laws of such foreign jurisdictions and to afford Participants favorable treatment under such laws; provided, however, that no Award shall be granted under any such supplement with terms or conditions inconsistent with the provision set forth in the Plan.

ARTICLE X.
SHORT-TERM CASH INCENTIVE AWARDS

        10.1 Eligibility. Executive officers of the Company who are from time to time determined by the Committee to be “covered employees” for purposes of Section 162(m) of the Code will be eligible to receive short-term cash incentive awards under this Article X.

        10.2 Awards.

          (a) Performance Targets. For each fiscal year of the Company, the Committee shall establish objective performance targets based on specified levels of one or more of the Performance Goals. Such performance targets shall be established by the Committee on a timely basis to ensure that the targets are considered “preestablished” for purposes of Section 162(m) of the Code.

          (b) Amounts of Awards. In conjunction with the establishment of performance targets for a fiscal year, the Committee shall adopt an objective formula (on the basis of percentages of Participants’ salaries, shares in a bonus pool or otherwise) for computing the respective amounts payable under the Plan to Participants if and to the extent that the performance targets are attained. Such formula shall comply with the requirements applicable to performance-based compensation plans under Section 162(m) of the Code and, to the extent based on percentages of a bonus pool, such percentages shall not exceed 100% in the aggregate.

          (c) Payment of Awards. Awards will be payable to Participants in cash each year upon prior written certification by the Committee of attainment of the specified performance targets for the preceding fiscal year.

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          (d) Negative Discretion. Notwithstanding the attainment by the Company of the specified performance targets, the Committee shall have the discretion, which need not be exercised uniformly among the Participants, to reduce or eliminate the award that would be otherwise paid.

          (e) Guidelines. The Committee may adopt from time to time written policies for its implementation of this Article X. Such guidelines shall reflect the intention of the Company that all payments hereunder qualify as performance-based compensation under Section 162(m) of the Code.

          (f) Non-Exclusive Arrangement. The adoption and operation of this Article X shall not preclude the Board or the Committee from approving other short-term incentive compensation arrangements for the benefit of individuals who are Participants hereunder as the Board or Committee, as the case may be, deems appropriate and in the best interests of the Company.

ARTICLE XI.
TERMS APPLICABLE GENERALLY TO AWARDS
GRANTED UNDER THE PLAN

        11.1. Plan Provisions Control Award Terms. The terms of the Plan shall govern all Awards granted under the Plan, and in no event shall the Committee have the power to grant any Award under the Plan which is contrary to any of the provisions of the Plan. In the event any provision of any Award granted under the Plan shall conflict with any term in the Plan as constituted on the Date of Grant of such Award, the term in the Plan as constituted on the Date of Grant of such Award shall control. Except as provided in Section 11.3 and Section 11.7, the terms of any Award granted under the Plan may not be changed after the Date of Grant of such Award so as to materially decrease the value of the Award without the express written approval of the holder.

        11.2. Award Agreement. No person shall have any rights under any Award granted under the Plan unless and until the Company and the Participant to whom such Award shall have been granted shall have executed and delivered an Award Agreement or received any other Award acknowledgment authorized by the Committee expressly granting the Award to such person and containing provisions setting forth the terms of the Award.

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        11.3. Modification of Award After Grant. No Award granted under the Plan to a Participant may be modified (unless such modification does not materially decrease the value of the Award) after the Date of Grant except by express written agreement between the Company and the Participant, provided that any such change (a) shall not be inconsistent with the terms of the Plan, and (b) shall be approved by the Committee.

        11.4. Limitation on Transfer. Except as provided in Section 7.1(c) in the case of Restricted Shares, a Participant’s rights and interest under the Plan may not be assigned or transferred other than by will or the laws of descent and distribution, and during the lifetime of a Participant, only the Participant personally (or the Participant’s personal representative) may exercise rights under the Plan. The Participant’s Beneficiary may exercise the Participant’s rights to the extent they are exercisable under the Plan following the death of the Participant. Notwithstanding the foregoing, the Committee may grant Non-Qualified Stock Options that are transferable, without payment of consideration, to immediate family members of the Participant or to trusts or partnerships for such family members, and the Committee may also amend outstanding Non-Qualified Stock Options to provide for such transferability.

        11.5. Taxes. The Company shall be entitled, if the Committee deems it necessary or desirable, to withhold (or secure payment from the Participant in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any amount payable and/or shares issuable under such Participant’s Award, or with respect to any income recognized upon a disqualifying disposition of shares received pursuant to the exercise of an Incentive Stock Option, and the Company may defer payment or issuance of the cash or shares upon exercise or vesting of an Award unless indemnified to its satisfaction against any liability for any such tax. The amount of such withholding or tax payment shall be determined by the Committee and shall be payable by the Participant at such time as the Committee determines in accordance with the following rules:

          (a) The Participant shall have the right to elect to meet his or her withholding requirement (i) by having withheld from such Award at the appropriate time that number of shares of Common Stock, rounded up to the next whole share, whose Fair Market Value is equal to the amount of withholding taxes due, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to such Award or (iii) by a combination of shares and cash.

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          (b) The Committee shall have the discretion as to any Award, to cause the Company to pay to tax authorities for the benefit of any Participant, or to reimburse such Participant for the individual taxes which are due on the grant, exercise or vesting of any share Award, or the lapse of any restriction on any share Award (whether by reason of a Participant’s filing of an election under Section 83(b) of the Code or otherwise), including, but not limited to, Federal income tax, state income tax, local income tax and excise tax under Section 4999 of the Code, as well as for any such taxes as may be imposed upon such tax payment or reimbursement.

          (c) In the case of Participants who are subject to Section 16 of the Exchange Act, the Committee may impose such limitations and restrictions as it deems necessary or appropriate with respect to the delivery or withholding of shares of Common Stock to meet tax withholding obligations.

        11.6. Surrender of Awards. Any Award granted under the Plan may be surrendered to the Company for cancellation on such terms as the Committee and the holder approve.

        11.7 Adjustments to Reflect Capital Changes.

          (a) Recapitalization. The number and kind of shares subject to outstanding Awards, the Purchase Price or Exercise Price for such shares, the number and kind of shares available for Awards subsequently granted under the Plan and the maximum number of shares in respect of which Awards can be made to any Participant in any calendar year shall be appropriately adjusted to reflect any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other change in capitalization with a similar substantive effect upon the Plan or the Awards granted under the Plan. The Committee shall have the power and sole discretion to determine the amount of the adjustment to be made in each case.

          (b) Merger. After any Merger in which the Company is the surviving corporation, each Participant shall, at no additional cost, be entitled upon any exercise of all Options or receipt of other Award to receive (subject to any required action by stockholders), in lieu of the number of shares of Common Stock receivable or exercisable pursuant to such Award, the number and class of shares or other securities to which such Participant would have been entitled pursuant to the terms of the Merger if, at the time

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of the Merger, such Participant had been the holder of record of a number of shares equal to the number of shares receivable or exercisable pursuant to such Award. Comparable rights shall accrue to each Participant in the event of successive Mergers of the character described above. In the event of a Merger in which the Company is not the surviving corporation, the surviving, continuing, successor, or purchasing corporation, as the case may be (the “Acquiring Corporation”), shall either assume the Company’s rights and obligations under outstanding Award Agreements or substitute awards in respect of the Acquiring Corporation’s stock for such outstanding Awards. In the event the Acquiring Corporation fails to assume or substitute for such outstanding Awards, the Board shall provide that any unexercisable and/or unvested portion of the outstanding Awards shall be immediately exercisable and vested as of a date prior to such Merger, as the Board so determines. The exercise and/or vesting of any Award that was permissible solely by reason of this Section 11.7(b) shall be conditioned upon the consummation of the Merger. Any Options which are neither assumed by the Acquiring Corporation nor exercised as of the date of the Merger shall terminate effective as of the effective date of the Merger.

          (c) Options to Purchase Shares or Stock of Acquired Companies. After any Merger in which the Company or a Subsidiary shall be a surviving corporation, the Committee may grant substituted options under the provisions of the Plan, pursuant to Section 424 of the Code, replacing old options granted under a plan of another party to the Merger whose shares or stock subject to the old options may no longer be issued following the Merger. The foregoing adjustments and manner of application of the foregoing provisions shall be determined by the Committee in its sole discretion. Any such adjustments may provide for the elimination of any fractional shares which might otherwise become subject to any Options.

        11.8. No Right to Employment. No employee or other person shall have any claim of right to be granted an Award under this Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Company or any of its Subsidiaries.

        11.9. Awards Not Includable for Benefit Purposes. Payments received by a Participant pursuant to the provisions of the Plan shall not be included in the determination of benefits under any pension, group insurance or other benefit plan applicable to the Participant which is maintained by the Company or any of its Subsidiaries, except as may be provided under the terms of such plans or determined by the Board.

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     11.10. Governing Law. All determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of Delaware and construed in accordance therewith.

     11.11. No Strict Construction. No rule of strict construction shall be implied against the Company, the Committee, or any other person in the interpretation of any of the terms of the Plan, any Award granted under the Plan or any rule or procedure established by the Committee.

     11.12. Compliance with Rule 16b-3. It is intended that unless the Committee determines otherwise, Awards under the Plan be eligible for exemption under Rule 16b-3. The Board is authorized to amend the Plan and to make any such modifications to Award Agreements to comply with Rule 16b-3, as it may be amended from time to time, and to make any other such amendments or modifications as it deems necessary or appropriate to better accomplish the purposes of the Plan in light of any amendments made to Rule 16b-3.

     11.13. Captions. The captions (i.e., all Section headings) used in the Plan are for convenience only, do not constitute a part of the Plan, and shall not be deemed to limit, characterize or affect in any way any provisions of the Plan, and all provisions of the Plan shall be construed as if no captions have been used in the Plan.

     11.14. Severability. Whenever possible, each provision in the Plan and every Award at any time granted under the Plan shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Plan or any Award at any time granted under the Plan shall be held to be prohibited by or invalid under applicable law, then (a) such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law and (b) all other provisions of the Plan and every other Award at any time granted under the Plan shall remain in full force and effect.

     11.15. Amendment and Termination.

          (a) Amendment. The Board shall have complete power and authority to amend the Plan at any time; provided, however, that the Board shall not, without the requisite affirmative approval of stockholders of the Company, make any amendment which requires stockholder approval under the Code, unless such compliance is no longer desired under the Code, or under any other applicable law or rule of any stock exchange which lists

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Common Stock or Company Voting Securities. No termination or amendment of the Plan may, without the consent of the Participant to whom any Award shall theretofore have been granted under the Plan, adversely affect the right of such individual under such Award.

          (b) Termination. The Board shall have the right and the power to terminate the Plan at any time. No Award shall be granted under the Plan after the termination of the Plan, but the termination of the Plan shall not have any other effect and any Award outstanding at the time of the termination of the Plan may be exercised after termination of the Plan at any time prior to the expiration date of such Award to the same extent such Award would have been exercisable had the Plan not terminated.

* * * * * *

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EX-10.22

Exhibit 10.22

The Annual Incentive Plan
For Year 2006

Contents	Page
At a Glance		1
What is the Annual Incentive Plan?		1
Who is Eligible for This Plan?		1
How Does the Annual Incentive Plan Work?		1
Calculation of the Annual Incentive Plan Award		2
Target Bonus Percentage		2
Performance Goals and the Target Bonus Percentage		2
2006 Performance Goals		3
How the AIP Incentive Award is Calculated When All Goals Are 100% Achieved		4
How the AIP Incentive Award is Calculated for Other Achievement Levels		5
Maximums and Minimums		5
Additional Guidelines for the Annual Incentive Plan		6
Discretionary Adjustments		6
Some Special Circumstances		6
Making Payments		6
Administration Details		7

At a Glance

What is the Annual Incentive Plan?

The Annual Incentive Plan (the “AIP” or the “Plan”) provides key managers of Allegheny Technologies Incorporated (“Allegheny Technologies” or the “Company”) and its operating companies with the opportunity to earn an incentive award when certain pre-established goals are met at the corporate and operating company levels.

Who is Eligible for This Plan?

Generally, key managers who have a significant impact on the company’s operations will be eligible to participate in the Plan. Individuals eligible for participation are determined annually, based on recommendations of the operating company presidents, if applicable, and the Company’s chief executive officer, with the approval of the Personnel and Compensation Committee of the Company’s Board of Directors (the “Committee”).

How Does the Annual Incentive Plan Work?

Under the Plan, key managers may earn an incentive award based on a percentage of their base salary, depending on the extent to which pre-established operating company and/or corporate performance goals have been achieved.

• For purposes of the Plan, base salary is generally the manager’s annual base salary rate as of the end of the year, excluding any commission or other incentive pay. For some special circumstances affecting the amount of base salary used in the Plan, see page 6.

• A target bonus percentage is used in calculating the incentive award. It is explained on the next page. Each participating manager will have a target bonus percentage.

• The target bonus percentage will be adjusted (upward or downward) based on the extent to which various performance goals are achieved. Under the plan for 2006, all of the adjustment will be based on company performance.

Incentive award payments will generally be distributed in cash after the year-end audit is complete.

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Calculation of the Annual Incentive Plan Award

Target Bonus Percentage

The Plan establishes an incentive opportunity for each Plan participant, calculated as a percentage of the manager’s base salary. Each participant will be provided with an initial percentage, referred to as a “target bonus percentage.”

Generally, the target bonus percentage is the percentage of base salary that can be earned as an award under the Plan if 100% of the various performance goals are achieved. For 2006, if 100% of the performance goals are achieved, 100% of the target bonus percentage can be earned.

If there is a change in the key manager’s job position during the year that changes the manager’s target bonus percentage, the target bonus percentage used in the award calculation will be determined as follows:

• If the individual has at least six months of service in the new position, the newly adjusted target bonus percentage will be used in calculating the individual’s award for the full year.

• If the individual has less than six months of service in the new position, the individual’s award for the year will be calculated on a pro-rata basis using the two different target bonus percentages weighted by length of service in each position during the year.

The Committee may change the goals and objectives for the Plan at any time.

Performance Goals and the Target Bonus Percentage

An AIP award is based on the extent to which specified, preestablished performance objectives are achieved. For 2006, AIP awards will be based on the extent to which the participant’s company achieves specified levels of achievement as to:

• Operating Earnings

• Operating Cash Flow

• Manufacturing Improvements

• Safety and Environmental Improvements

• Customer Responsiveness Improvements

For operating company presidents, 80% of the goals’ overall weight will be based on the performance of the president’s operating company, and 20% of the goals’ overall weight will be based on corporate level performance.

For corporate staff employees, performance will be measured completely at the corporate level.

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At the end of the year, the Company will measure actual performance against each of the preestablished objectives.

The achievements attributable to each performance goal as noted above, then will be added together, and that sum will be multiplied by: (1) the individual’s target bonus percentage, times (2) the individual’s annual base salary, to produce the amount, if any, of the incentive award for 2006.

Note that potential adjustments are described on page 6.

2006 Performance Goals

The performance goals for 2006 generally consist of:
•	Operating Earnings	40	%
•	Operating Cash Flow	30	%
•	Manufacturing Improvements	10	%
•	Safety and Environmental Improvements	10	%
•	Customer Responsiveness Improvements	10	%

Targeted achievements as to each performance goal above have been set for each operating company and for corporate staff. Together the above goals comprise 100% of the target bonus percentage.

No annual incentive will be paid if the achievement of Operating Earnings is less than the established applicable minimum of Operating Earnings, notwithstanding the achievements as to the other applicable performance goals for 2006.

A prerequisite to any AIP award is compliance with Allegheny Technologies’ Corporate Guidelines for Business Conduct

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How the AIP Incentive Award is Calculated When All Goals are 100% Achieved

For the Year 2006, if 100% of the performance goals are achieved, then 100% of the target bonus percentage will be credited to the participant:

	Goal %			Goal			Earned % of
Goals	of Target			Achieved %			Target *
Operating Earnings		40	%		100	%		40	%
Operating Cash Flow		30	%		100	%		30	%
Mfg. Improvements		10	%		100	%		10	%
Safety and Envir. Improvements		10	%		100	%		10	%
Customer Resp. Improvements		10	%		100	%		10	%
Total		100	%					100	%

* Earned % of Target = Goal % of Target X Goal Achieved %

In this example, assume that the operating company manager’s target bonus percentage is 20%.

The target bonus percentage of 20% is then multiplied by 100% to produce a bonus award equal to 20% of base salary:

Earned Percentage of Target	100	%
X Target Bonus Percent	20	%
Equals Percentage of Salary for Incentive Award	20	%

The sections below discuss the impact of achieving more or less than 100% of various goals, and they also discuss the impact of other potential adjustments.

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How the AIP Incentive Award is Calculated for Other Achievement Levels

The percentage of a goal achieved will determine the earned percentage of target for that particular goal. The earned percentage of target will be interpolated for achievement between the established minimum level and the established target level for a particular goal. Similarly, the earned percentage of target will be interpolated for achievement between the established target level and the established maximum level for a particular goal.

Maximums and Minimums

• Generally, the maximum percentage calculated as an earned percentage of target for any goal is 200%, and the overall maximum incentive award that an individual can earn under the weighting formula is 200% of his or her target bonus percentage.

• Where the established minimum of a performance goal is achieved, only 50% of that goal’s share will be allocated to his or her target bonus percentage.

• Where less than the established minimum of a performance goal is achieved, no amount of that goal will be allocated to his or her target bonus percentage.

No annual incentive will be paid if the achievement of Operating Earnings is less than the established applicable minimum of Operating Earnings, notwithstanding the achievements as to the other applicable performance goals for 2006.

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Additional Guidelines for the Annual Incentive Plan

Discretionary Adjustments

In some cases, the Plan allows for discretionary adjustments of up to +20% or –20% of an individual’s calculated award. However, the sum of discretionary adjustments for all eligible managers of the affected company cannot exceed +5% of the aggregate calculated awards for that company.

Some Special Circumstances

The above formulas generally determine the amount of the incentive award for the year. Other factors that may affect the actual award follow:

• If a manager leaves the company due to retirement, death, or disability, an award will be calculated based on the actual base salary earned during the year in which the manager left—so long as the manager worked at least six months of that year.

• If a manager leaves the company before the end of the plan year for any other reason, the manager will not receive a bonus award for that year.

• If a manager voluntarily leaves the company after the end of the year but before the award is paid, the manager would receive any bonus due unless the employment is terminated for cause. If employment is terminated for cause, the manager would not be entitled to receive an award under the Plan.

• Managers who are hired mid-year may earn a pro-rated award for that year, based on the salary earned during that year. However, managers with less than two months service in a plan year (i.e. hired after October 31) would not be eligible for an award for that year.

• If the manager received an adjustment in base salary due to a change in job position (i.e. other than a merit increase), the manager’s base salary for plan purposes will be the sum of (1) the product of the number of months prior to the adjustment times the rate of monthly base salary immediately prior to the adjustment, and (2) the product of the number of months after the adjustment times the rate of monthly base salary as of the end of the Plan Year.

• A prerequisite to any AIP award is compliance with Allegheny Technologies’ Corporate Guidelines for Business Conduct.

Making Payments

All incentive award payments will generally be paid in cash, less applicable withholding taxes, after the year-end audit is complete. This is expected to occur by no later than March 15.

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Administration Details

This summary relates to the Annual Incentive Plan (AIP) of Allegheny Technologies Incorporated and its subsidiaries. The Plan is administered by the Committee, which has full authority to:

• Interpret the Plan;

• Designate eligible participants and categories of eligible participants;

• Set the terms and conditions of incentive awards; and

• Establish and modify administrative rules for the Plan.

Plan participants may obtain additional information about the plan and the Committee from:

Executive Vice President,
Human Resources, Chief Legal and Compliance Officer,
General Counsel and Corporate Secretary
Allegheny Technologies Incorporated
1000 Six PPG Place
Pittsburgh PA 15222 5479
Phone: 412-394-2836                     Fax: 412-394-2837

The Plan will remain in effect until terminated by the Committee. The Committee may also amend the plan at its discretion.

The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and is not “qualified” under Section 401(a) of the Internal Revenue Code.

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EX-10.23

Exhibit 10.23

FORM OF
TOTAL SHAREHOLDER RETURN INCENTIVE COMPENSATION PROGRAM
AWARD AGREEMENT

Allegheny Technologies Incorporated (the “Company”) and the award recipient named below (“Participant”) enter into this Total Shareholder Return Incentive Compensation Program Agreement effective as of January 1, 2006.

Participant:	[Name]
	PARTICIPANT TO COMPLETE THE FOLLOWING CHART
	(Please print)
Street Address
City/State/Zip Code
Social Security Number

WHEREAS, the Company has adopted the Allegheny Technologies Incorporated 2000 Incentive Plan (the  “Plan”) and, in accordance with the Plan, has adopted Administrative Rules for the Total Shareholder Return Incentive Compensation Program, as amended (the “TSRP”) as a portion of the Plan to (i) assist the Company retain and motivate key management employees; (ii) reward key management employees for the overall success of the Company; and (iii) provide a means of encouraging key management employees to acquire and hold shares of Company Common Stock.

WHEREAS, the TSRP provides that each TSR Target Award made under the TSRP shall be evidenced by an Award Agreement between the Company and the key management employee who receives a TSR Target Award under the TSRP setting forth the terms and conditions of such TSR Target Award;

WHEREAS, the Company desires to make a TSR Target Award to the Participant and evidence such TSR Target Award by this Award Agreement and the Participant, having read and understood the Plan and the TSRP, is willing to enter into this Award Agreement on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the covenants and agreements herein contained and intending to be legally bound, the parties hereto agree with each other as follows:

Subject to the attainment of the Performance Levels described below and to the terms and conditions of the Plan, the TSRP and the Terms and Conditions of Award attached hereto and incorporated herein by reference, by which Participant agrees to be bound, the Company awards to Participant the Award described below, with respect to the Performance Period described below:

PERFORMANCE PERIOD: January 1, 2006 through December 31, 2008

TSR TARGET AWARD: [Number of shares] Shares of Company Common Stock
[equals applicable base salary times [Target Award Percentage] (which is the Participant’s target award opportunity as a percent of salary) divided by $33.7263 (which is the average Closing Price for the 30 trading days prior to January 1, 2006)]

PERFORMANCE LEVELS: The following table shows the performance award relationship under the TSRP for the 2006 — 2008 performance period:

	Outcome Relative to Peer Group TSR
	Three-Year Percentile	Percent of Target
Level of Performance	Ranking in TSR	Award Earned
Below Threshold	Below 25th percentile		0	%
Threshold	25th percentile		50	%
Target	50th percentile		100	%
Excellent	75th percentile		200	%
Outstanding	90th percentile		300	%

Note: Interpolation between points will be made on a straight line basis on each scale. Below the 25^th percentile and above the 90^th percentile, there will be no interpolation.

THE ACTUAL AWARD UNDER THE TSRP WILL EQUAL THE TSR TARGET AWARD TIMES THE APPLICABLE PERCENT OF TARGET AWARD EARNED.

IN WITNESS WHEREOF, the parties hereto have executed this Total Shareholder Return Incentive Compensation Program Award Agreement effective the day and year first above written.

ALLEGHENY TECHNOLOGIES INCORPORATED
By:
	Title: Executive Vice President, Human Resources,
	Chief Legal & Compliance Officer

PARTICIPANT: WITNESS:

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TERMS AND CONDITIONS OF TSRP AWARD

Section 1: Definitions

Capitalized words used but not defined below or elsewhere in these Terms and Conditions shall have the meanings ascribed to them in the Plan.

“ Administrative Rules” or “TSRP” shall mean the Administrative Rules for the TSRP adopted by the Committee effective January 1, 2001, as amended effective February 24, 2005, as the same may be amended from time to time.

“ Award” shall mean the grant of a TSR Target Award evidenced by this Award Agreement.

“Committee” means the Personnel and Compensation Committee of the Board of Directors.

“Common Stock” shall mean the common stock, $0.10 par value per share, of Allegheny Technologies Incorporated.

“Company” shall mean Allegheny Technologies Incorporated and its subsidiaries, unless the context requires otherwise.

“Disability” shall mean the total and permanent disability of Participant as determined by the Committee in its sole discretion.

“Excellent” shall mean a relative standing of the Company’s TSR as against the TSR for the Peer Group, in each case for the TSR Performance Period, equal to or greater than 75% but less than 90%.

“Outstanding” shall mean a relative standing of the Company’s TSR as against the TSR for the Peer Group, in each case for the TSR Performance Period, equal to or greater than 90%.

“Peer Group” shall mean the corporations listed on Exhibit 1 to this Award Agreement, subject to the adjustments to such group as permitted under the Administrative Rules.

“Retirement” means a termination of employment with the Company and each of its subsidiaries, with the consent of the Company, at or after (i) attaining age 55 and (ii) completing five years of employment with the Company and/or any subsidiary of the Company.

“Target” shall mean a relative standing of the Company’s TSR as against the TSR of the Peer Group, in each case for the TSR Performance Period, of equal to or greater than 50% but less than 75%.

“Threshold” shall mean a relative standing of the Company’s TSR as against the TSR of the Peer Group, in each case for the TSR Performance Period, of equal to or greater than 25% but less than 50%.

“TSR Performance Level” means the measure of Company TSR performance relative to the Peer Group, as set forth on page 2 of this Award Agreement. In determining the final Performance Level, the Committee shall use straight-line interpolation between Threshold and Target, between Target and Excellent, and between Excellent and Outstanding. No TSR Reward will be earned for a Performance Level less than Threshold. No additional TSR Reward above Outstanding will be earned for a Performance Level greater than Outstanding.

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Section 2: TSRP Award

2.1 Subject to the attainment of the TSR Performance Levels and to the terms and conditions otherwise set forth in the Plan, the TSRP and this Award Agreement, the Company awards to Participant the TSRP Award described in the first two pages of this Award Agreement with respect to the Performance Period described therein.

Section 3: Payment

3.1 Subject to the withholding obligations and any requirements of Section 4 then applicable, the Company shall deliver to the Participant certificates representing the TSR Rewards, if any, for the TSR Performance Period within 75 days after the end of the TSR Performance Period.

3.2 If the Participant terminates employment with the Company and each subsidiary of the Company during a then uncompleted TSR Performance Period for reasons other than death, Disability or Retirement, any TSR Target Award for any then uncompleted TSR Performance Period shall be forfeited automatically and the shares represented by such TSR Target Awards shall again be eligible for awards under the Rules.

3.3 If the Participant terminates employment with the Company and each Subsidiary of the Company during a then uncompleted TSR Performance Period due to the Participant’s death, Disability, or Retirement, a pro rata award based on the number of full months worked by the Participant during that Performance Period will be calculated, based on goal achievement over the entire performance period. Any award determined to be payable shall be paid after the end of the applicable Performance Period.

Section 4: Miscellaneous

4.1 General Restriction. To the extent any TSR Target Award is denominated in Common Stock under this Award Agreement, it shall be subject to the requirement that if at any time the Committee shall determine that any listing or registration of the shares of Common Stock or any consent or approval of any governmental body or any other agreement or consent is necessary or desirable as a condition of the issuance of shares of Common Stock or cash in satisfaction thereof, such issuance of shares of Common Stock may not be consummated unless such requirement is satisfied in a manner acceptable to the Committee. The Company shall in no event be obligated to register any securities pursuant to the Securities Act of 1933 (as the same shall be in effect from time to time) or to take any other affirmative action to cause the issuance of shares pursuant to the distribution of TSR Rewards to comply with any law or regulation of any governmental authority.

4.2 Non-Assignability. No TSR Target Award granted under this Award Agreement shall be assignable or transferable by the Participant, except by will or by the laws of descent and distribution. During the life of the Participant, any TSR Rewards shall be payable only to the Participant. No assignment or transfer of a TSR Target Award or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except by will or the laws of descent and distribution), shall vest in the assignee or transferee any interest or right herein whatsoever, and immediately upon

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such purported assignment or transfer, the TSR Target Awards shall terminate and become of no further effect.

4.3 Withholding Obligations. Whenever the Company makes delivery under the Plan, in whole or in part, the Company shall notify the Participant of the amount of withholding for tax, if any, which must be paid under federal and, where applicable, state and local law. The Company shall, in the discretion of the Company, but with the consent of the Committee, arrange for payment for such withholding for taxes in any one or combination of the following ways: (i) acceptance of an amount in cash paid by the Participant; or (ii) reduction in the number of shares to be issued by that number of shares which, in aggregate, have a value equal to such withholding amount. If the full amount of the required withholding is not recovered in the above manner, the Participant shall, forthwith upon receipt of notice, remit the deficiency to the Company. No shares of Common Stock shall be issued or delivered to the Participant (and/or the Participant’s designee) until all applicable withholding obligations shall have been satisfied in full.

4.4 Delivery of Certificates. As soon as practicable after compliance by the Participant with all applicable conditions including, but not limited to, the satisfaction of the Withholding Obligations described in Section 4.3 hereof, the Company will issue and deliver by mail, or cause delivery by mail, to the Participant at the address specified by the Participant in writing, certificates registered in the name of the Participant (and/or the Participant’s designee) for the number of shares of Common Stock which the Participant is entitled to receive (subject to reduction for withholding as provided in Section 4.3 hereof) under the provisions of this Award Agreement.

4.5 No Right to Employment. Nothing in the Plan or in this Award Agreement shall confer upon the Participant the right to continue in the employ of the Company or any subsidiary or affect any right that the Company or a subsidiary may have to terminate the employment of the Participant.

4.6 Amendment or Termination of the Plan. The Plan, or any part thereof (including the TSRP and/or Administrative Rules) may be terminated or may, from time to time, be amended, each in accordance with the Plan, TSRP or Administrative Rules, as applicable, provided, however, the termination or amendment of the Plan, the Administrative Rules or TSRP shall not, without the consent of the Participant, affect Participant’s rights under this Award Agreement.

4.7 Investment Representation. Under the federal and/or state securities laws, the Participant may be required to deliver, and, if so, shall deliver, to the Committee, upon demand by the Committee, at the time of any payment of Common Stock, a written representation that the shares to be acquired are to be acquired for investment and not for resale or with a view to the distribution thereof. Upon such demand, delivery of such representation prior to delivery of any shares shall be a condition precedent to the right of the Participant to receive any shares.

4.8 No Rights as Shareholder. The Participant shall have no rights as a stockholder of the Company with respect to shares of Common Stock subject to the Award evidenced this Award Agreement unless and until a certificate for shares of Common Stock is issued to the Participant.

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4.9 Adjustment of Award. In the event of any change or changes in the outstanding Common Stock of the Company by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares or any rights offering to purchase a substantial amount of Common Stock at a price substantially below fair market value or of any similar change affecting the Common Stock, any of which takes effect after the first grant of a TSR Target Award under this Award Agreement, the Committee may, in its discretion, appropriately adjust the number of shares of Common Stock which may be issued under this Award Agreement, the number of shares of Common Stock subject to TSR Target Awards under this Award Agreement and any and all other adjustments deemed appropriate by the Committee to prevent substantial dilution or enlargement of the rights granted to the Participant in such manner as the Committee shall deem appropriate. Any adjustment so made shall be final and binding upon the Participant.

4.10 Awards Not a Bar to Corporate Event. The existence of the TSR Target Awards granted hereunder shall not affect in any way the right or the power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

4.11 Not Income for Qualified Plans. No amounts of income received by an Participant pursuant to this Award Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Company or any of its affiliates.

4.12 Meaning of Participant. Whenever the word “Participant” is used in any provision of this Award Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the TSR Target Awards may be transferred by will or by the laws of descent and distribution, the word “Participant” shall be deemed to include such person or persons.

4.13 Determinations of Committee. The actions taken and determinations of the Committee made pursuant to this Award Agreement and of the Committee pursuant to the Plan, the TSRP and the Administrative Rules shall be final, conclusive and binding upon the Company and upon the Participant. No member of the Committee shall be liable for any action taken or determination made relating to this Award Agreement, the Plan, the TSRP, or the Administrative Rules if made in good faith.

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Exhibit 1: List of Peer Companies (2006 — 2008 Performance Period)

AK Steel Corporation
Alcan, Inc.
Alcoa Inc.
Aleris International, Inc.
Carpenter Technology Corporation
IPSCO Steel, Inc.
Kennametal Inc.
Nucor Corporation
Quanex Corporation
Reliance Steel & Aluminum Co.
RTI International Metals
Steel Dynamics
Titanium Metals Corporation
U.S. Steel Corporation

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EX-10.24

Exhibit 10.24

FORM OF
PERFORMANCE/RESTRICTED STOCK AGREEMENT

     This Performance/Restricted Stock Agreement (the “Agreement”) made as of the 22nd day of February, 2006 by and between ALLEGHENY TECHNOLOGIES INCORPORATED, a Delaware corporation (the “Corporation”) and

                                             (the “Employee”).

     WHEREAS, the Corporation sponsors and maintains the Allegheny Technologies Incorporated Stock 2000 Incentive Plan (the “Incentive Plan”);

     WHEREAS, the Corporation desires to encourage the Employee to remain an employee of the Corporation and, during such employment, to contribute substantially to the financial performance of the Corporation and, to provide that incentive, the Corporation has awarded, subject to the performance and employment restrictions described herein, the Employee an aggregate of                      shares of shares of the common stock of the Corporation, $0.10 par value per share (“Common Stock”), [equal to (i) the applicable base salary times ___% (ii) divided by $51.55 (which is the average of the high and low sales prices of the Common Stock on the New York Stock Exchange on February 22, 2006)] under the Incentive Plan subject to the terms and conditions set forth in this Restricted Stock Agreement (together with any increases for dividends paid in accordance with Paragraph 2(d) or adjustments as provided in Paragraph 8, below, the “Shares Subject to Restrictions”);

     WHEREAS, half of the Shares Subject to Restrictions are subject to the Corporation’s attainment of the performance requirements set forth in Paragraph 3(a) (the “Performance Criteria”); and half of the Shares Subject to Restrictions are subject to the Employee’s remaining an Employee (except in instances of death, disability or Retirement as described below) during the Restriction Period set forth in Paragraph 3(b), subject to accelerated termination of the Restriction in the event of attainment of the Performance Criteria; and

     WHEREAS, the Corporation and the Employee desire to evidence the award of the Shares Subject to Restrictions and the terms and conditions applicable thereto in this Restricted Stock Agreement.

     NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and intending to be legally bound, the Corporation and the Employee agree as follows:

     1. Grant of Shares Subject to Restrictions. The Corporation hereby grants to the Employee, as of the date first written above, the Shares Subject to

Restrictions subject to the restrictions and other terms and conditions set forth herein. Simultaneously with the execution and delivery of this Agreement, the Employee shall deliver to the Corporation a stock power endorsed in blank relating to the Shares Subject to Restrictions (including in such power any increases or adjustments to the Shares Subject to Restrictions). As soon as practicable after the Date of Grant, the Corporation shall direct that the Shares Subject to Restrictions be registered in the name of and issued to the Employee and initially bearing the legend described in Paragraph 5. The Shares Subject to Restrictions and any certificate or certificates representing the Shares Subject to Restrictions shall be held in the custody of the Corporation or its designee until the expiration of the applicable Restrictions. Upon any forfeiture in accordance with Paragraph 4 of the Shares Subject to Restrictions, the forfeited shares and any certificate or certificates representing the forfeited Shares Subject to Restrictions shall be canceled.

     2. Restrictions. Employee shall have all rights and privileges of a stockholder of the Corporation with respect to the Shares Subject to Restrictions, except that the following restrictions shall apply:

     (a) None of the Shares Subject to Restrictions may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the “Restriction Period” as defined below, except to the extent of the Corporation’s earlier attainment of the Performance Criteria, as defined below.

     (b) The Shares Subject to Restrictions are subject to forfeiture during the Restriction Period in accordance with Paragraph 4 of this Agreement.

     (c) The Shares Subject to Restrictions and any certificate representing the Shares Subject to Restrictions shall be held in custody by the Corporation or its designee until such time as either the Performance Criteria are attained or the Restriction Period shall have been completed.

     (d) Dividends paid with respect to the Shares Subject to Restrictions during the Restriction Period shall not be paid to the Employee and, instead, shall be converted into additional shares of Restricted Stock at the price at which shares of common stock of the Corporation are purchased under the Corporation’s outstanding dividend reinvestment program and on the date such purchases are made and such shares of Restricted Stock shall be additions to the Shares subject to the Restrictions hereunder, provided, however, the Personnel and Compensation Committee of the Board of Directors may, in its sole discretion, determine at any time or from time to time, to pay such dividends in cash directly to the Employee.

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     3. Term of Restriction.

     (a) Subject to the forfeiture provisions of Paragraph 4 of this Agreement, the Restrictions shall lapse (i) with respect to half of the Shares Subject to Restrictions on the earlier of (x) February 22, 2011 if the Employee is an employee of the Corporation on February 22, 2011, unless the Employee’s cessation of employment was due to the Employee’s death, disability or Retirement (as defined below), or (y) as soon after the completion of the audit of the Corporation for the 2008 fiscal year as it may be determined that the Performance Criteria have been attained and (ii) with respect to half of the Shares Subject to Restrictions, as soon after the completion of the audit of the Corporation for the 2008 fiscal year as it may be determined that the Performance Criteria have been. With respect to the half of the Shares Subject to Restrictions subject only to the Performance Criteria, if the Corporation does not attain the Performance Criteria on or before the end of the three year measurement period ending December 31, 2008, such half of the Shares Subject to Restrictions shall be forfeited immediately upon the completion of that three-year measurement period.

     (b) For purposes of this Agreement, the “Performance Criteria” shall mean that the net income of the Corporation, measured under GAAP, shall exceed $300 million, in the aggregate, for the 2006, 2007 and 2008 fiscal years of the Corporation. The period for measuring the Performance Criteria shall end as of December 31, 2008 and the Personnel and Compensation Committee shall as promptly as possible following the completion of the audit of the Corporation for the 2008 fiscal year determine whether the Performance Criteria have been met.

     (c) The period from the Date of Grant until the lapse of the applicable of the Restrictions with respect to the Shares Subject to Restrictions is the “Restriction Period” for purposes of this Agreement.

     (d) As soon as administratively practicable following the lapse of the Restrictions without a forfeiture of the applicable Shares Subject to Restrictions, and upon the satisfaction of all other applicable conditions as to such Shares Subject to Restrictions, including, but not limited to, the payment by the Employee of all applicable withholding taxes, if any, the Corporation shall deliver or cause to be delivered to the Employee shares of Common Stock, which may be in the form of a certificate or certificates for such shares, equal in number to the applicable Shares Subject to Restrictions, which shall not be subject to the transfer restrictions set forth above and shall not bear the legend described in Paragraph 5. Without limiting the foregoing, (i) if the Performance Criteria are met, all Shares Subject to Restrictions shall become non-forfeitable and such Shares or the certificate representing such non-forfeitable shares of common stock of the Corporation shall be delivered as described above and (ii) if the Performance Criteria are not met, (x) half of the Shares Subject to Restrictions shall be forfeited immediately after the end of the measurement period for such

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Performance Criteria and (y) the remaining half of the Shares Subject to Restrictions shall be non-forfeitable, if at all, at the end of the Restriction Period.

     4. Forfeiture of Shares Subject to Restrictions. If Employee’s employment with the Corporation and all of its direct or indirect subsidiaries is terminated by either party for any reason, including, but not limited to, the involuntary termination of the Employee’s employment with the Corporation for any reason, with or without cause, other than the Employee’s death, disability or retirement with the consent of the Corporation when the Employee is at least 55 years of age with at least five years of service (“Retirement”), (i) all rights of the Employee to the Shares Subject to Restrictions which remain subject to the Restrictions shall terminate immediately and be forfeited in their entirety, and (ii) the forfeited Shares Subject to Restrictions and any stock certificate or certificates representing the forfeited Shares Subject to Restrictions shall be canceled. If the Employee dies or becomes disabled during the Restriction Period, the Shares Subject to Restrictions will immediately vest. If the Employee retires with the consent of the Corporation when the Employee is at least 55 years of age with at least five years of service, the Employee (or the Employee’s beneficiary) shall receive the Shares Subject to Restrictions when, if and to the extent, the Restrictions lapse under Paragraph 3.

     5. Change of Control. All Shares Subject to Restrictions shall fully vest in the event of a Change of Control as defined in the Incentive Plan.

     6. Legend. During the Restriction Period, the shares of Restricted Stock and any share certificate or certificates evidencing the Shares Subject to Restrictions shall be endorsed with the following legend (in addition to any legend required under applicable securities laws or any agreement by which the Corporation is bound):

THE TRANSFERABILITY OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A RESTRICTED STOCK AGREEMENT ENTERED INTO BY AND BETWEEN ALLEGHENY TECHNOLOGIES INCORPORATED AND THE HOLDER OF THIS CERTIFICATE. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATION.

     7. Withholding. The Corporation or its direct or indirect subsidiary may withhold from the number of Shares Subject to Restrictions or from any cash amount payable hereunder or any other cash payments due to Employee all taxes, including social security taxes, which the Corporation or its direct or indirect subsidiary is required or otherwise authorized to withhold with respect to the Shares Subject to Restrictions.

     8. Adjustments to Number of Shares. Any shares issued to Employee with respect to the Shares Subject to Restrictions in the event of any change in

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the number of outstanding common stock of the Corporation through the declaration of a stock dividend or a stock split or combination of shares or any other similar capitalization change shall be deemed to be Shares Subject to Restrictions subject to all the terms set forth in this Agreement.

     9. No Right to Continued Employment; Effect on Benefit Plans. This Agreement shall not confer upon Employee any right with respect to continuance of his or her employment or other relationship, nor shall it interfere in any way with the right of the Corporation or its direct or indirect subsidiary to terminate his or her employment or other relationship at any time. Income realized by Employee pursuant to this Agreement shall not be included in Employee’s earnings for the purpose of any benefit plan in which Employee may be enrolled or for which Employee may become eligible unless otherwise specifically provided for in such plan.

     10. Employee Representations. In connection with the issuance of the Shares Subject to Restrictions, Employee represents the following:

     (a) Employee has reviewed with Employee’s own tax advisors, the federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. Employee is relying solely on such advisors and not on any statements or representations of the Corporation or any of its agents. Employee understands that Employee (and not the Corporation) shall be responsible for Employee’s own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby.

     (b) Employee has received, read and understood this Agreement and the Incentive Plan and agrees to abide by and be bound by their respective terms and conditions.

     11. Miscellaneous.

     (a) Governing Law. This Agreement shall be governed and construed in accordance with the domestic laws of the Commonwealth of Pennsylvania without regard to such Commonwealth’s principles of conflicts of laws.

     (b) Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. Neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation without the consent of all parties hereto.

     (c) Entire Agreement; Amendment. This Agreement contain the entire understanding between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written,

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with respect to the subject matter of this Agreement. This Agreement may not be amended or modified without the written consent of the Corporation and Employee.

     (d) Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which when so executed and delivered shall be taken to be an original and all of which together shall constitute one document.

     (e) Definitions. Initially capitalized terms not otherwise defined in this Restricted Stock Agreement shall have the meanings ascribed thereto in the Incentive Plan.

     IN WITNESS WHEREOF, the parties have executed this Shares Subject to Restrictions Agreement as of the date first written above.

ALLEGHENY TECHNOLOGIES INCORPORATED
By:
Name:	Jon D. Walton
Title:	Executive Vice President,
	Human Resources, Chief Legal
	And Compliance Officer
EMPLOYEE

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EX-10.25

Exhibit 10.25

Allegheny Technologies Incorporated

Key Executive Performance Plan

Effective as of January 1, 2004
And as amended February 24, 2005
and as further amended on February 22, 2006

Article I. Adoption and Purpose of the Key Executive Performance Plan

     1.01 Adoption. This Key Executive Performance Plan is adopted by the Personnel and Compensation Committee of the Board of Directors as a part of the Allegheny Technologies Incorporated executive compensation program effective January 1, 2004. The KEPP Payments, if any, earned under this Plan are intended as performance based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, as incentive compensation determined solely with reference to attainment in predetermined levels of Earnings and Operational Goals within the relevant Performance Period.

     1.02 Purpose. The purposes of the KEPP are (i) to direct the focus of key management employees to the achievement of goals deemed necessary for the success of the Corporation, (ii) to assist the Corporation in retaining and motivating selected key management employees of the Corporation and its subsidiaries who will contribute to the success of the Corporation and (iii) to reward key management employees for the overall success of the Corporation as determined with reference to predetermined levels of Earnings of the Corporation and attainment of Operational Goals. The KEPP is intended to act as an incentive to participating key management employees to achieve long-term objectives that will inure to the benefit of all stockholders of the Corporation measured in terms of achievement of predetermined levels of Earnings of the Corporation and attainment of Operational Goals.

     1.03 Plan Document. This KEPP plan document is intended as the plan document as adopted by the Committee, which will govern all Performance Periods of the KEPP beginning in or after 2004.

Article II. Definitions

     For purposes of this Plan, the capitalized terms set forth below shall have the following meanings:

     2.01 Award means an opportunity to earn a KEPP Payment in a particular Performance Period. Each Award shall be denominated in dollars that can be earned upon attainment of predetermined Earnings thresholds (Level 1) and the maximum amount that may be paid with respect to Operational Goals before the application of Negative Discretion (Level 2).

     2.02 Award Agreement means a written agreement between the Corporation and a Participant or a written acknowledgment from the Corporation specifically setting forth the terms and conditions of a KEPP Award granted to a Participant pursuant to Article VI of this Plan.

     2.03 Board means the Board of Directors of the Corporation.

     2.04 Cause means a determination by the Committee that a Participant has engaged in conduct that is dishonest or illegal, involves moral turpitude or jeopardizes the Corporation’s right to operate its business in the manner in which it is now operated.

     2.05 Change in Control means any of the events set forth below:

               (a) The acquisition in one or more transactions, other than from the Corporation, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of Corporation Voting Securities in excess of 25% of the Corporation Voting Securities unless such acquisition has been approved by the Board; or

               (b) Any election has occurred of persons to the Board that causes two-thirds of the Board to consist of persons other than (i) persons who were members of the Board on January 1, 2001 and (ii) persons who were nominated for election as members of the Board at a time when two-thirds of the Board consisted of persons who were members of the Board on January 1, 2001; provided, however, that any person nominated for election by the Board at a time when at least two-thirds of the members of the Board were persons described in clauses (i) and/or (ii) or by persons who were themselves nominated by such Board shall, for this purpose, be deemed to have been nominated by a Board composed of persons described in clause (i); or

               (c) Approval by the stockholders of the Corporation of a reorganization, merger or consolidation, unless, following such reorganization, merger or consolidation, all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Stock and Corporation Voting Securities immediately prior to such reorganization, merger or consolidation, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or trustees, as the case may be, of the entity resulting from such reorganization, merger or consolidation in substantially the same proportion as their ownership of the Outstanding Stock and Corporation Voting Securities immediately prior to such reorganization, merger or consolidation, as the case may be; or

               (d) Approval by the stockholders of the Corporation of (i) a complete liquidation or dissolution of the Corporation or (ii) a sale or other disposition of all or substantially all the assets of the Corporation.

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     2.06 Committee means the Personnel and Compensation Committee of the Board.

     2.07 Corporation means Allegheny Technologies Incorporated, a Delaware corporation, and its successors.

     2.08 Corporation Voting Securities means the combined voting power of all outstanding voting securities of the Corporation entitled to vote generally in the election of the Board.

     2.09 Date of Award means the date as of which an Award is granted in accordance with Article VI of this Plan.

     2.10 Disability means any physical or mental injury or disease of a permanent nature which renders a Participant incapable of meeting the requirements of the employment performed by such Participant immediately prior to the commencement of such disability. The determination of whether a Participant is disabled shall be made by the Committee in its sole and absolute discretion. Notwithstanding the foregoing, if a Participant’s employment by the Corporation or an applicable subsidiary terminates by reason of a disability, as defined in an Employment Agreement between such Participant and the Corporation or an applicable subsidiary, such Participant shall be deemed to be disabled for purposes of the KEPP.

     2.11 Earnings means the earnings of the Corporation determined in accordance with generally accepted accounting principles, provided, however, for the 2005 through 2007 and the 2006 through 2008 Performance Periods, Earnings shall be expressed in terms of income before taxes.

     2.12 Effective Date means January 1, 2004.

     2.13 Exchange Act means the Securities Exchange Act of 1934, as amended.

     2.14 KEPP Payment means the amount actually earned by a Participant in a particular Performance Period. Each KEPP Payment shall be the sum of the amounts earned by a Participant during a Performance Period as Level I and Level 2 achievement or, for the 2006-2008 Performance Period, the amount under the Participant Retention Achievement Bank under Section 8.04.

     2.15 Level 1 means that portion of an Award that may be earned based on attainment of Earnings.

     2.16 Level 2 means that portion of an Award that may be earned, after application of Negative Discretion by the Committee, based on attainment of Operational Goals. The Level 2 portion of any Award shall be denominated in the maximum amount that may be earned with respect to Operational Goals prior to the application of Negative Discretion.

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     2.17 Negative Discretion means the power of the Committee to be exercised solely in the Committee’s discretion to reduce the Level 2 portion of any Award. It is anticipated that the Committee will review with the Chief Executive Officer of the Corporation the relative attainment of Operational Goals during a particular Performance Period before the Committee exercises its Negative Discretion.

     2.18 Operational Goals means the goals set by the Committee at the commencement of a Performance Period to be attained by the Participants during the course of a particular Performance Period. Operational Goals will be set forth in terms of operating objectives and/or criteria, which may or may not be earnings measures that, in the judgment of the Committee after consultation with the Chief Executive Officer of the Corporation, will enhance the success of the Corporation during and beyond a particular Performance Period.

     2.19 Participant means any key management employee selected by the Committee, pursuant to Section 5.01 of this Plan, as eligible to participate under the KEPP for any one or more Performance Period.

     2.20 Performance Period means a period of more than one fiscal year of the Corporation over which the attainment of Earnings and Operational Goals shall be measured.

     2.21 Plan or KEPP means the Key Executive Performance Plan as set forth in this plan document or as the same may be amended from time to time.

     2.22 Retirement means, a termination of employment with the Corporation and each subsidiary of the Corporation at or after (i) attaining age 55 and (ii) completing five years of employment with the Corporation and/or any subsidiary of the Corporation.

     2.23 Withholding Obligations means the amount of federal, state and local income and payroll taxes the Corporation determines in good faith must be withheld with respect to a KEPP Payment. Withholding Obligations may be settled by the Participant, as permitted by the Committee in its discretion, in cash, previously owned shares of common stock of the Corporation or any combination of the foregoing.

Article III. Administration

     In addition to any power reserved to the Committee under the governing documents of the Corporation, the KEPP shall be administered by the Committee, which shall have exclusive and final authority and discretion in each determination, interpretation or other action affecting the KEPP and its Participants. The Committee shall have the sole and absolute authority and discretion to interpret the KEPP, to amend or modify this Plan for the KEPP, to select, in accordance with Section 5.01 of this Plan, the persons who will be Participants hereunder, to set all Earnings thresholds and Operational Goals, to determine all performance criteria, levels of Awards and KEPP Payments payable, to determine, after review of the Corporation’s financial reports, the degree to which any threshold of Earnings has been achieved for a Performance Period with respect to the Level 1 portion of any Award, to review the attainment of Operational Goals and exercise Negative Discretion with

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respect to the Level 2 portion of any Award, to impose such conditions and restrictions as it determines appropriate and to take such other actions and make such other determinations in connection with the KEPP as it may deem necessary or advisable.

Article IV. Overview of KEPP

     4.01 Cash Bonus Plan. KEPP is designed to pay cash bonuses to participating key executives after the end of a Performance Period based on the level (i) of achievement of predetermined Earnings thresholds and (ii) attainment of Operational Goals (to which the Committee may exercise Negative Discretion).

     4.02 Levels of Awards. KEPP Awards are granted with two levels. The first level, Level 1, is a cash bonus payment based on achievement of Earnings that the Committee has no discretion to reduce. KEPP Payments earned under Level 1 will be earned solely with reference to Earnings attained during the Performance Period. The second level, Level 2 is a cash bonus payment based on level of attainment of Operational Goals that the Committee has the Negative Discretion to reduce. The Committee’s judgment in exercising its Negative Discretion to arrive at a KEPP Payment under Level 2 is expected to be guided by the degree to which the Corporation generally or the participating key executives in particular have attained predetermined Operational Goals. The Committee is expected to review the level of attainment of Operational Goals with the Chief Executive Officer of the Corporation before exercising any Negative Discretion. For the 2006-2008 Performance Period, the Committee has established the Participant Retention Achievement Bank under Section 8.04.

     4.03 Participating Key Executives. It is intended that the number of participating key executives shall be limited to those key executives with the most direct influence on the attainment of Earnings and operational goals.

Article V. Participation

     5.01 Designation of Participants. Participants in the KEPP shall be such key management employees of the Corporation or of its subsidiaries as the Committee, in its sole discretion, may designate as eligible to participate in the KEPP for any one or more Performance Periods. No later than 90 days after the commencement of each Performance Period during the term of the KEPP, the Committee shall designate the Participants who are eligible to participate in the KEPP during such Performance Period. The Committee’s designation of a Participant with respect to any Performance Period shall not require the Committee to designate such person as a Participant with respect to any other Performance Period. The Committee shall consider such factors as it deems pertinent in selecting Participants. The Committee shall promptly provide to each person selected as a Participant written notice of such selection.

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Article VI. Grants under the KEPP

     6.01 Annual Determination Regarding Performance Period. No later than the 60^th day of each calendar year, the Committee shall determine whether to establish a Performance Period, provided, however, for a Performance Period established in calendar year 2004, the Committee may make a determination under this Section 6.01 at any time prior to the 90^th day of calendar year 2004.

     6.02 Determination of Grants, Awards (both Level 1 and Level 2) and Performance Criteria. For each Performance Period, the Committee shall take the following actions no later than the 90^th day of the first calendar year of that Performance Period:

          (a) Identify Participants for that Performance Period.

          (b) Establish the level of Level 1 and Level 2 opportunities for each Participant.

          (c) Set the Earnings target(s).

          (d) Set the Operational Goals and relative weightings after discussing such goals and weighting with the Chief Executive Officer in order to bring the Operational Goals as closely as possible in line with the Corporation’s business plans.

     6.03 Termination of Employment. If a Participant terminates employment with the Corporation and each subsidiary of the Corporation during a then uncompleted Performance Period for reasons other than death, Disability or Retirement, any KEPP Award for any then uncompleted Performance Period shall be forfeited automatically. If a Participant terminates employment with the Corporation and each subsidiary of the Corporation for reasons of death, Disability or Retirement during a then uncompleted Performance Period, the Participant shall be entitled to receive a pro rata KEPP Payment for each then uncompleted Performance Period determined:

          (a) when the KEPP Payments for all other Participants in such Performance Period(s) are determined; and

          (b) based on the actual level of achievement of Earnings for that Performance Period and the attainment of Operational Goals, after the application of Negative Discretion.

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Article VII. Determination of Achievement of Earnings and Operational Goals

     7.01 Determination of Earnings and Operational Goals. As promptly as administratively feasible but in no event later than the March 1st of the calendar year following the last calendar year of each Performance Period, the Committee shall determine Earnings of the Corporation and the attainment of Operational Goals and the degree, if any, to which the Committee will exercise Negative Discretion.

     7.02 Determination of KEPP Payments. KEPP Payments for a particular Performance Period for a particular Participant shall be the result of adding (i) the amount earned by a particular Participant under Level 1 based on the Corporation’s actual Earnings during the Performance Period and (ii) the amount earned by a particular Participant under Level 2 based on attainment of Operational Goals and after the application, if any, by the Committee of Negative Discretion or, for the 2006-2008 Performance Period, the Participant Retention Achievement Bank amount determined under Section 8.04.

Article VIII. Miscellaneous

     8.01 Change in Control. In the event of a Change in Control, KEPP Payments shall be determined for all then uncompleted Performance Periods as of the date of the Change in Control at the highest level Earnings for each such uncompleted Performance Period and KEPP Payments shall be delivered to the Participant as soon after the Change in Control as is administratively feasible.

     8.02 Non-Uniform Determinations. The actions and determinations of the Committee need not be uniform and may be taken or made by the Committee selectively among employees or Participants, whether or not similarly situated.

     8.03 Amendment and Termination of the Plan. The Committee shall have complete power and authority to amend or terminate this Plan at any time it is deemed necessary or appropriate. No termination or amendment of the Plan may, without the consent of the Participant to whom any award shall theretofore have been granted under the KEPP, adversely affect the right of such individual under such award; provided, however, that the Committee may, in its sole discretion, make such provision in the Award Agreement for amendments which, in its sole discretion, it deems appropriate.

     8.04 Participant Retention Achievement Bank for 2006-2008 Performance Period. In order to retain participants designated as eligible to participate in KEPP for the 2006-2008 Performance Period, for that 2006-2008 Performance Period, KEPP Payments will be made under this Participant Retention Achievement Bank provision if greater than the KEPP Payment otherwise due under the KEPP for the 2006-2008 Performance Period. The aggregate amount in the Participant Retention Achievement Bank shall be equal to the sum of the three amounts (none less than 0) determined as of the close of each year in the 2006-2008 Performance Period by taking the amount of Earnings for that year in the 2006-2008 Performance Period multiplied by three and determining the Level 1 amount due for

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that level of achievement for the entire three year, 2006-2008 Performance Period and then dividing the KEPP Payment due under the foregoing clause by three. The resulting amount will be one of the three amounts added together (one for each year in the 2006-2008 Performance Period) to comprise the aggregate Participant Retention Achievement Bank. The amount of the KEPP Payment due to any individual Participant for the 2006-2008 Performance Period will be equal to the amount determined by multiplying the Participant Retention Achievement Bank by a fraction, the numerator of which is the Level 1 KEPP Payment due to that Participant if actual performance for the 2006-2008 Performance Period was at the 1X Threshold Reference and the denominator of which is the sum of all payments due at Level 1 for 1X achievement for all Participants for the 2006-2008 Performance Period.

EX-10.26

Exhibit 10.26

FORM OF
AMENDED AND RESTATED
CHANGE IN CONTROL SEVERANCE AGREEMENT

     THIS AMENDED AND RESTATED AGREEMENT (“Agreement”), initially effective as of the 10th day of February, 2000 (the “Effective Date”), and amended and restated in its entirety effective as of July 13, 2000, March 12, 2003 and February 24, 2005 is further amended and restated as of February 22, 2006, by and between Allegheny Technologies Incorporated, a Delaware corporation (hereinafter referred to as the “Company”), and the individual identified on the signature page of this Agreement (the “Executive”).

W I T N E S S E T H:

          WHEREAS, the Board of Directors of the Company (the “Board”) has approved the Company’s entering into this agreement providing for certain severance protection for the Executive following a Change in Control (as hereinafter defined);

          WHEREAS, the Board of the Company believes that, should the possibility of a Change in Control arise, it is imperative that the Company be able to receive and rely upon the Executive’s advice, if requested, as to the best interests of the Company and its stockholders without concern that the Executive might be distracted by the personal uncertainties and risks created by the possibility of a Change in Control; and

          WHEREAS, in addition to the Executive’s regular duties, the Executive may be called upon to assist in the assessment of a possible Change in Control, advise management and the Board of the Company as to whether such Change in Control would be in the best interests of the Company and its stockholders, and to take such other actions as the Board determines to be appropriate.

          NOW, THEREFORE, to assure the Company that it will have the continued dedication of the Executive and the availability of Executive’s advice and counsel notwithstanding the possibility, threat, or occurrence of a Change in Control, and to induce the Executive to remain in the employ of the Company, and for good and valuable consideration and the mutual covenants set forth herein, the Company and the Executive, intending to be legally bound, agree as follows:

Article I. Definitions

          1.1 Definitions. Whenever used in this Agreement, the following terms shall have the meanings set forth below when the initial letter of the word or abbreviation is capitalized:

(a) “Accrued Obligations” means, as of the Effective Date of Termination, the sum of (i) the Executive’s Base Compensation through and including the Effective Date of Termination, (ii) the amount of any bonus, incentive compensation, deferred compensation and other cash compensation accrued by the Executive as of the Effective Date of Termination under the terms of any such arrangement and not then paid, including, but not limited to, AIP accrued but not

paid for a year ending prior to the year in which occur, the Effective Date of Termination, (iii) unused vacation time monetized at the then rate of Base Compensation, (iv) expense reimbursements or other cash entitlements, (v) amounts accrued, including but not limited to amounts accrued as a result of the application of Section 2.2(g), under any qualified, non-qualified or supplemental employee benefit plan, payroll practice, policy or perquisite.

(b) “AIP” means the Company’s Annual Incentive Plan as it exists on the date hereof and as it may be amended, supplemented or modified from time to time or any successor plan.

(c) “Base Compensation” shall mean (1) the highest annual rate of base salary of the Executive within the time period consisting of two years prior to the date of a Change in Control and the Effective Date of Termination and (2) the AIP bonus target for performance in the calendar year that a Change in Control occurs or the actual AIP payment for the year immediately preceding the Change in Control, whichever is higher.

(d) “Beneficiary” shall mean the persons or entities designated or deemed designated by the Executive pursuant to Section 7.2 herein.

(e) “Board” shall mean the Board of Directors of the Company.

(f) For purposes hereof, the term “Cause” shall mean the Executive’s conviction of a felony, breach of a fiduciary duty involving personal profit to the Executive or intentional failure to perform stated duties reasonably associated with the Executive’s position; provided, however, an intentional failure to perform stated duties shall not constitute Cause unless and until the Board provides the Executive with written notice setting forth the specific duties that, in the Board’s view, the Executive has failed to perform and the Executive is provided a period of thirty (30) days to cure such specific failure(s) to the reasonable satisfaction of the Board.

(g) For the purposes of this Agreement, “Change in Control” shall mean, and shall be deemed to have occurred upon the occurrence of, any of the following events:

(1) The Company acquires actual knowledge that (x) any Person, other than the Company, a subsidiary, any employee benefit plan(s) sponsored by the Company or a subsidiary, has acquired the Beneficial Ownership, directly or indirectly, of securities of the Company entitling such Person to 20% or more of the Voting Power of the Company, or (y) any Person or Persons agree to act together for the purpose of acquiring, holding, voting or disposing of securities of the Company or to act in concert or otherwise with the purpose or effect of changing or influencing control of the Company, or in connection with or as Beneficial Ownership, directly or indirectly, of securities of the Company entitling such Person(s) to 20% or more of the Voting Power of the Company; or

(2) The completion of a Tender Offer is made to acquire securities of the Company entitling the holders thereof to 20% or more of the Voting Power of the Company; or

(3) The occurrence of a successful solicitation subject to Rule 14a-11 under the Securities Exchange Act of 1934 as amended (or any successor Rule) (the “1934 Act”) relating to the election or removal of 50% or more of the members of the

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Board or any class of the Board shall be made by any person other than the Company or less than 51% of the members of the Board (excluding vacant seats) shall be Continuing Directors; or

(4) The occurrence of a merger, consolidation, share exchange, division or sale or other disposition of assets of the Company as a result of which the stockholders of the Company immediately prior to such transaction shall not hold, directly or indirectly, immediately following such transaction a majority of the Voting Power of (i) in the case of a merger or consolidation, the surviving or resulting corporation, (ii) in the case of a share exchange, the acquiring corporation or (iii) in the case of a division or a sale or other disposition of assets, each surviving, resulting or acquiring corporation which, immediately following the transaction, holds more than 20% of the consolidated assets of the Company immediately prior to the transaction;

provided, however that (A) if securities beneficially owned by Executive are included in determining the Beneficial Ownership of a Person referred to in Section (i), (B) if Executive is named pursuant to Item 2 of the Schedule 14D-1 (or any similar successor filing requirement) required to be filed by the bidder making a Tender Offer referred to in Section (ii) or (C) if Executive is a “participant” as defined in Instruction 3 to Item 4 of Schedule 14A under the 1934 Act in a solicitation referred to in Section (iii) then no Change of Control with respect to Executive shall be deemed to have occurred by reason of any such event.

     For the purposes of Section 1(g), the following terms shall have the following meanings:

(i) The term “Person” shall be used as that term is used in Section 13(d) and 14(d) of the 1934 Act as in effect on the Effective Date hereof.

(ii) “Beneficial Ownership” shall be determined as provided in Rule 13d-3 under the 1934 Act as in effect on the Effective Date hereof.

(iii) A specified percentage of “Voting Power” of a company shall mean such number of the Voting Shares as shall enable the holders thereof to cast such percentage of all the votes which could be cast in an annual election of directors (without consideration of the rights of any class of stock, other than the common stock of the company, to elect directors by a separate class vote); and “Voting Shares” shall mean all securities of a company entitling the holders thereof to vote in an annual election of directors (without consideration of the rights of any class of stock, other than the common stock of the company, to elect directors by a separate class vote).

(iv) “Tender Offer” shall mean a tender offer or exchange offer to acquire securities of the Company (other than such an offer made by the Company or any subsidiary), whether or not such offer is approved or opposed by the Board.

(v) “Continuing Directors” shall mean a director of the Company who either (x) was a director of the Company on the date hereof or (y) is an individual whose election, or nomination for election, as a director of the Company was approved

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by a vote of at least two-thirds of the directors then still in office who were Continuing Directors (other than an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company which would be subject to Rule 14a-11 under the 1934 Act, or any successor Rule).

(h) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(i) “Effective Date of Termination” shall mean the date on which the Executive’s employment terminates in a circumstance in which Section 2.1 provides for Severance Benefits (as defined in Section 2.1).

(j) “Good Reason” shall mean, without the Executive’s express written consent, the occurrence of any one or more of the following:

     (1) A material diminution of the Executive’s authorities, duties, responsibilities, or status (including offices, titles, or reporting relationships) as an employee of the Company from those in effect as of one hundred eighty (180) days prior to the Change in Control or as of the date of execution of this Agreement if a Change in Control occurs within one hundred eighty (180) days of the execution of this Agreement (the “Reference Date”) or the assignment to the Executive of duties or responsibilities inconsistent with his position as of the Reference Date, other than an insubstantial and inadvertent act that is remedied by the Company promptly after receipt of notice thereof given by the Executive, and other than any such alteration which is consented to by the Executive in writing;

     (2) The Company’s requiring the Executive to be based at a location in excess of thirty-five (35) miles from the location of the Executive’s principal job location or office immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business obligations;

     (3) A reduction in the Executive’s annual salary or any material reduction by the Company of the Executive’s other compensation or benefits from that in effect on the Reference Date or on the date of the Change in Control, whichever is greater;

     (4) The failure of the Company to obtain an agreement satisfactory to the Executive from any successor to the Company to assume and agree to perform the Company’s obligations under this Agreement, as contemplated in Article 5 herein; and

     (5) Any purported termination by the Company of the Executive’s employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 2.6 below, and for purposes of this Agreement, no such purported termination shall be effective.

The Executive’s right to terminate employment for Good Reason shall not be affected by the Executive’s (A) incapacity due to physical or mental illness or (B) continued employment following the occurrence of any event constituting Good Reason herein.

(k) “KEPP” means the Company’s Key Executive Performance Plan as it exists on the date hereof and as it may be amended, supplemented or modified from time to time or any successor plan.

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(l) “Severance Compensation” means three times Base Compensation.

(m) “TSRP” means the Total Shareholder Return Program as it exists on the date of the amendment and restatement of this Agreement and as it may be amended, supplemented or modified from time to time or a successor plan.

Article II. Severance Benefits

     2.1 Right to Severance Benefits. The Executive shall be entitled to receive from the Company severance benefits described in Section 2.2 below (collectively, the “Severance Benefits”) if a Change in Control shall occur and within twenty-four (24) months after the Change in Control either of the following shall occur:

(a)	an involuntary termination of the Executive’s employment with the Company without Cause; or
(b)	a voluntary termination of the Executive’s employment with the Company for Good Reason.

     2.2 Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Section 2.1, the Company shall provide the Executive with total Severance Benefits as follows (but subject to Sections 2.5 and 2.6):

(a)	The Executive shall receive a single lump sum cash Severance Compensation payment within thirty (30) days of the Effective Date of Termination.
(b)	The Executive shall receive the Accrued Obligations.
(c)	The Executive shall receive as AIP for the year in which the termination occurs a lump sum cash payment paid within thirty (30) days of the Effective Date of Termination equal to that which would have been paid if corporate and personal performance had achieved 120% of target objectives established for the annual period in which the Change in Control occurred, multiplied by a fraction, the numerator of which is the number of days elapsed in the current fiscal period to the Effective Date of Termination, and the denominator of which is 365.
(d)	The Executive shall receive a lump sum payment paid within thirty (30) days of the Effective Date of Termination (i) of any earned but unpaid TSRP Awards (as defined in the TSRP) and (ii) with respect to any TSRP Awards for then uncompleted TSRP Performance Periods (as defined in the TSRP); provided that portion of the TSRP award that would be paid in stock under the TSRP is to be paid in cash based on the then current market value of the stock and the payment for then uncompleted TSRP Performance Periods will be determined based upon a deemed “Outstanding” level of Total Shareholder Return (as defined in the TSRP

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	and set forth in the applicable TSRP agreement) for each uncompleted TSRP Performance Period.
(e)	All perquisites and welfare benefits, including medical, dental, vision, life and disability benefits pursuant to plans under which the Executive and/or the Executive’s family is eligible to receive benefits and/or coverage shall be continued for a period of thirty-six (36) months after the Effective Date of Termination. Such benefits shall be provided to the Executive at no less than the same coverage level as in effect as of the date of the Change in Control. The Company shall pay the full cost of such continued benefits, except that the Executive shall bear any portion of such cost as was required to be borne by key executives of the Company generally at the date of the Change in Control. Notwithstanding the foregoing, the benefits described in this Section 2.2(e) may be discontinued prior to the end of the periods provided in this Section to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer. In the event any insurance carrier shall refuse to provide coverage to a former employee, the Company shall secure comparable coverage or may self-insure the benefits if it pays such benefits together with a payment to the Executive equal to the federal income tax consequences of payments to a former highly compensated employee from a discriminatory self-insured plan.
(f)	The Executive shall be entitled to reimbursement for actual payments made for professional outplacement services or job search not to exceed $15,000 in the aggregate.
(g)	In determining the Executive’s pension benefit following entitlement to a Severance Benefit, (i) the Executive shall be deemed to have satisfied the age and service requirements for full vesting under the Company’s qualified (within applicable legal parameters), non-qualified and supplemental pension plans as of the Effective Date of Termination in which the Executive then participates such that the Executive shall be entitled to receive the full accrued benefit (based on actual service rendered through the Effective Date of Termination plus the service under subsection 2.2(g)(ii)) under all such plans in effect as of the date of the Change in Control, without any actuarial reduction for early payment and (ii) the Executive shall be credited with years of service for all purposes under each such plan equal to the number used to multiply Base Compensation in Section 1.1(m) (not to exceed a maximum total of ten credited years of service under the Company’s Supplemental Pension Plan, if applicable). To the extent the amounts determined after giving effect to this Section 2.2(g) cannot be paid from or under a qualified plan, as determined by the administrator of the qualified plan(s), such amounts shall be paid in a single cash payment with the Accrued Obligations as provided in Section 2.2(b), it being understood that the Executive will receive all amounts that can be paid from or under a qualified plan from such plan when such amounts otherwise become due.

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(h) If the Company is providing the Executive with the use of an automobile on the date of the Change in Control within sixty (60) days of the Effective Date of Termination, the Company shall acquire title to such automobile if it does not then have title, satisfy any lease obligation, lien or encumbrance related to such automobile and transfer to the Executive, free and clear of all encumbrances, title to the automobile.

     2.3. Stock Options. All Company stock options previously granted to the Executive shall be fully vested and exercisable immediately upon a Change in Control. Such options shall be exercisable for the remainder of the term established by the Company’s stock option plan as if the options had vested in accordance with the normal vesting schedule and the Executive had remained an employee of the Company. Company stock acquired pursuant to any such exercise may be sold by the Executive free of any Company restrictions, whatsoever (other than those imposed by federal and state securities laws).

     2.4. KEPP. In the event of entitlement to a Severance Benefit and the Executive then participates in KEPP, the Company shall pay to the Executive an amount in a single cash payment within thirty (30) days of the Effective Date of Termination equal to the amount determined as the sum of (i) any earned but unpaid KEPP amounts and (ii) with respect to any KEPP opportunities for any then uncompleted KEPP Performance Periods, at the highest achievement measure for each of such uncompleted KEPP Performance Periods.

     2.5. Termination for any Other Reason. If the Executive’s employment with the Company is terminated under any circumstances other than those set forth in Section 2.1, including without limitation by reason of retirement, death, disability, discharge for Cause or resignation without Good Reason, or any termination, for any reason, that occurs prior to a Change in Control (other than as provided below) or after twenty-four (24) months following a Change in Control, the Executive shall have no right to receive the Severance Benefits under this Agreement or to receive any payments in respect of this Agreement. In such event Executive’s benefits, if any, in respect of such termination shall be determined in accordance with the Company’s retirement, survivor’s benefits, insurance, and other applicable plans, programs, policies and practices then in effect. Notwithstanding anything in this Agreement to the contrary, if the Executive’s employment with the Company is terminated at any time from three (3) to eight (8) months prior to the date on which a Change in Control occurs either (i) by the Company other than for Cause or (ii) by the Executive for Good Reason, and it is reasonably demonstrated that termination of employment (a) was at the request of an unrelated third party who has taken steps reasonably calculated to effect a Change in Control, or (b) otherwise arose in connection with or in anticipation of the Change in Control, then for all purposes of this Agreement the termination shall be deemed to have occurred as if immediately following a Change in Control for Good Reason and the Executive shall be entitled to Severance Benefits as provided in Section 2.2 hereof. Notwithstanding anything in this Agreement to the contrary, if the Executive’s employment with the Company is terminated at any time within three (3) months prior to the date on which a Change in Control occurs either (i) by the Company other than for Cause or (ii) by the Executive for Good Reason, such termination shall conclusively be deemed to have occurred as if immediately following a Change in Control for Good Reason and the Executive shall be entitled to Severance Benefits as provided in Section 2.2. hereof.

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2.6. Notice of Termination. Any termination by the Company for Cause or by the Executive for Good Reason shall be communicated by Notice of Termination to the other party. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

     2.7. Withholding of Taxes. The Company shall withhold from any amounts payable under this Agreement all Federal, state, local, or other taxes that are legally required to be withheld.

     2.8. Certain Additional Payments by the Company.

(a)

Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any economic benefit or payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up-Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(b)

Subject to the provisions of Section 2.8(c), all determinations required to be made under this Section 2.8, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the Company’s regular outside independent public accounting firm (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the Effective Date of Termination, if applicable, or such earlier time as is requested by the Company . The initial Gross-Up Payment, if any, as determined pursuant to this Section 2.8(b), shall be paid to the Executive within five (5) days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that the Executive has substantial authority not to report any Excise Tax or excess parachute payments on Executive’s federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the

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event that the Company exhausts its remedies pursuant to Section 2.8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

(c)

The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the later of either (i) the date the Executive has actual knowledge of such claim, or (ii) ten (10) days after the Internal Revenue Service issues to the Executive either a written report proposing imposition of the Excise Tax or a statutory notice of deficiency with respect thereto, and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that the Company desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 2.8(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to request or accede to a request for an extension of the statute of limitations with respect only to the tax claimed, or pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and

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	shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further that any extension of the statute of limitations requested or acceded to by the Executive at the Company’s request and relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.
(d)	If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 2.8(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 2.8(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 2.8(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.
(e)	In the event that any state or municipality or subdivision thereof shall subject any Payment to any special tax which shall be in addition to the generally applicable income tax imposed by such state, municipality, or subdivision with respect to receipt of such Payment, the foregoing provisions of this Section 2.8 shall apply, mutatis mutandis, with respect to such special tax.

Article III. The Company’s Payment Obligation

     3.1 Payment Obligations Absolute. Except as otherwise provided in the last sentence of Section 2.2(e), the Company’s obligation to make the payments and the arrangements provided for in this Agreement shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right that the Company may have against the Executive or any other party. All amounts payable by the Company under this Agreement shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company shall not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall have no obligation to make any payment to the

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Executive hereunder to the extent, but only to the extent, that such payment is prohibited by the terms of any final order of a Federal or state court or regulatory agency of competent jurisdiction; provided, however, that such an order shall not affect, impair, or invalidate any provision of this Agreement not expressly subject to such order.

     3.2 Contractual Rights to Payments and Benefits. This Agreement establishes and vests in the Executive a contractual right to the payments and benefits to which the Executive is entitled hereunder. Nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder. The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in the last sentence of Section 2.2(e).

Article IV . Enforcement and Legal Remedies

     4.1. Consent to Jurisdiction. Each of the parties hereto irrevocably consents to personal jurisdiction in any action brought in connection with this Agreement in the United States District Court for the Western District of Pennsylvania or any Pennsylvania court of competent jurisdiction. The parties also consent to venue in the above forums and to the convenience of the above forums. Any suit brought to enforce the provisions of this Agreement must be brought in the aforementioned forums.

     4.2 Cost of Enforcement. In the event that it shall be necessary or desirable for the Executive to retain legal counsel in connection with the enforcement of any or all of Executive’s rights to Severance Benefits under Section 2.2 of this Agreement, and provided that the Executive substantially prevails in the enforcement of such rights, the Company, as applicable, shall pay (or the Executive shall be entitled to recover from the Company, as the case may be) the Executive’s reasonable attorneys’ fees, costs and expenses in connection with the enforcement of Executive’s rights.

Article V. Binding Effect; Successors

     The rights of the parties hereunder shall inure to the benefit of their respective successors, assigns, nominees, or other legal representatives. The Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) to all or a significant portion of the assets of the Company, as the case may be, by agreement in form and substance reasonably satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company, as the case may be, would be required to perform if no such succession had taken place. Regardless of whether such agreement is executed, this Agreement shall be binding upon any successor in accordance with the operation of law and such successor shall be deemed the “Company”, as the case may be, for purposes of this Agreement.

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Article VI. Term of Agreement

     The term of this Agreement shall commence on the Effective Date and shall continue in effect for three (3) full years (the “Term”) unless further extended as provided in this Article. The Term of this Agreement shall be automatically and without action by either party extended for one additional calendar month on the last business day of each calendar month so that at any given time there are no fewer than 35 nor more than 36 months remaining unless one party gives written notice to the other that it no longer wishes to extend the Term of this Agreement, after which written notice, the Term shall not be further extended except as may be provided in the following sentence. However, in the event a Change in Control occurs during the Term, this Agreement will remain in effect for the longer of: (i) thirty-six (36) months beyond the month in which such Change in Control occurred; or (ii) until all obligations of the Company hereunder have been fulfilled and all benefits required hereunder have been paid to the Executive or other party entitled thereto.

Article VII. Miscellaneous

     7.1 Employment Status. Neither this Agreement nor any provision hereof shall be deemed to create or confer upon the Executive any right to be retained in the employ of the Company or any subsidiary or other affiliate thereof.

     7.2 Beneficiaries. The Executive may designate one or more persons or entities as the primary and/or contingent Beneficiaries of any Severance Benefits owing to the Executive under this Agreement. Such designation must be in the form of a signed writing acceptable to the Board of Directors of the Company. The Executive may make or change such designation at any time.

     7.3 Entire Agreement. This Agreement contains the entire understanding of the Company and the Executive with respect to the subject matter hereof. Any payments actually made under this Agreement in the event of the Executive’s termination of employment shall be in lieu of any severance benefits payable under any severance plan, program, or policy of the Company to which the Executive might otherwise be entitled.

     7.4 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular, and the singular shall include the plural.

     7.5 Notices. All notices, requests, demands, and other communications hereunder must be in writing and shall be deemed to have been duly given if delivered by hand or mailed within the continental United States by first-class certified mail, return receipt requested, postage prepaid, to the other party, addressed as follows:

     (a) If to the Company:

Allegheny Technologies Incorporated
1000 Six PPG Place
Pittsburgh, PA 15222-5479
Attn: Executive Vice President, Human Resources, Chief Legal and Compliance Officer, General
Counsel and Corporate Secretary

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     (b) If to Executive, to the Executive’s address set forth at the end of this Agreement. Addresses may be changed by written notice sent to the other party at the last recorded address of that party.

     7.6 Execution in Counterparts. The parties hereto in counterparts may execute this Agreement, each of which shall be deemed to be original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart.

     7.7. Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. Further, the captions of this Agreement are for convenience of reference and not part of the provisions hereof and shall have no force and effect.

     7.8. Modification. No provision of this Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and on behalf of the Company.

     7.9. Applicable Law. To the extent not preempted by the laws of the United States, the laws of the Commonwealth of Pennsylvania, other than the conflict of law provisions thereof, shall be the controlling laws in all matters relating to this Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

ALLEGHENY TECHNOLOGIES INCORPORATED
By:
	Title:	Executive Vice President, Human Resources, Chief Legal and Compliance Officer, General Counsel and Corporate Secretary

EXECUTIVE:

Name:

Address:

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EX-21.1

EXHIBIT 21.1

SUBSIDIARIES OF THE REGISTRANT

     The following lists the subsidiaries of Allegheny Technologies Incorporated, excluding those subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a significant subsidiary. The subsidiaries listed are all wholly owned, either directly or indirectly.

Name of Subsidiary	State of Incorporation
ATI Funding Corporation	Delaware
Allegheny Ludlum Corporation	Pennsylvania
TDY Holdings LLC	Delaware
TDY Industries, Inc.	California
Oregon Metallurgical Corporation	Oregon
ALC Funding Corporation	Delaware
ATI Properties, Inc.	Delaware

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement Nos. 333-08235, 333-10225, 333-10227, 333-10229, 333-10245, 333-46695, 333-45965, 333-48649, 333-59161, 333-46796, 333-54712, 333-61210, 333-113820, 333-121277, and 333-129485 of Allegheny Technologies Incorporated of our reports dated February 23, 2006, with respect to the consolidated financial statements of Allegheny Technologies Incorporated, Allegheny Technologies Incorporated management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Allegheny Technologies Incorporated, included in this Annual Report (Form 10-K) for the year ended December 31, 2005.

/s/ Ernst & Young LLP

Pittsburgh, Pennsylvania
February 23, 2006

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, L. Patrick Hassey, certify that:

1.	I have reviewed this annual report on Form 10-K of Allegheny Technologies Incorporated;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has

materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2006

/s/ L. Patrick Hassey  

L. Patrick Hassey 

President and Chief Executive Officer 

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Richard J. Harshman, certify that:

1.	I have reviewed this annual report on Form 10-K of Allegheny Technologies Incorporated;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has

materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2006

/s/ Richard J. Harshman  

Richard J. Harshman 

Executive Vice President - Finance and Chief Financial Officer 

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Allegheny Technologies Incorporated (the “Company”) on Form 10-K for the period ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 28, 2006	/s/ L. Patrick Hassey
	L. Patrick Hassey
	President and Chief Executive Officer

Date: February 28, 2006	/s/ Richard J. Harshman
	Richard J. Harshman
	Executive Vice President-Finance and Chief Financial Officer