(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

ALLEGHENY TECHNOLOGIES INCORPORATED

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

March 17, 2006

To our Stockholders:

We are pleased to invite you to attend the 2006 Annual Meeting of Stockholders. The meeting will be held at 11:00 a.m., Eastern Time, on Thursday, May 4, 2006, in the Grand Ballroom, 17th Floor, Omni William Penn Hotel, 530 William Penn Place, Pittsburgh, Pennsylvania. The location is accessible to disabled persons.

This booklet includes the notice of meeting as well as the Company’s proxy statement. Enclosed with this booklet are the following:

A copy of the Company’s Annual Report for the year 2005 is also enclosed.

Your Board of Directors recommends that you vote FOR Item A, the election of the three nominees named in this proxy statement; and FOR Item B, the ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent auditors for 2006. This proxy statement also outlines many of the corporate governance practices at ATI, discusses our compensation practices and philosophy, and describes the Audit Committee’s recommendation to the Board regarding our 2005 financial statements. We encourage you to read these materials carefully.

We urge you to vote promptly, whether or not you expect to attend the meeting.

If you are a stockholder of record and plan to attend the meeting, please mark the appropriate box on the proxy card, or enter the appropriate information by telephone or Internet, so that we can send your admission ticket to you before the meeting.

We look forward to seeing as many of you as possible at the 2006 Annual Meeting.

Sincerely,

L. Patrick Hassey

Chairman, President and Chief Executive Officer

Notice of Annual Meeting of Stockholders

Agenda

Stockholder List

A list of stockholders entitled to vote will be available during business hours for 10 days prior to the meeting at the Company’s executive offices, 1000 Six PPG Place, Pittsburgh, Pennsylvania 15222-5479, for examination by any stockholder for any legally valid purpose.

Admission to the Meeting

Holders of Allegheny Technologies stock or their authorized representatives by proxy may attend the meeting. If you are a stockholder of record and you plan to attend the meeting, you may obtain an admission ticket from us by mail by checking the box on the proxy card indicating your planned attendance and returning the completed proxy card promptly, or by entering the appropriate information by telephone or the Internet. If your shares are held through an intermediary such as a broker or a bank, you should present proof of your ownership at the meeting. Proof of ownership could include a proxy from your bank or broker or a copy of your account statement.

The approximate date of the mailing of this proxy statement and card as well as a copy of ATI’s 2005 Annual Report is March 17, 2006. For further information about Allegheny Technologies, please visit our web site at www.alleghenytechnologies.com.

On behalf of the Board of Directors:

Jon D. Walton

Corporate Secretary

Dated: March 17, 2006

Proxy Statement Table of Contents

2006 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS

You can help the Company save money by electing to receive future proxy statements and annual reports over the Internet instead of by mail. See question 11 below.

If you held shares of Allegheny Technologies Incorporated (“ATI” or the “Company”) Common Stock at the close of business on March 7, 2006, you may vote at the annual meeting. On that day, 99,855,419 shares of our Common Stock were outstanding. Each share is entitled to one vote.

In order to vote, you must either designate a proxy to vote on your behalf or attend the meeting and vote your shares in person. The Board of Directors requests your proxy so that your shares will count toward a quorum and be voted at the meeting.

There are four different ways you may cast your vote. You may vote by:

If you are a stockholder of record and wish to vote by telephone or electronically through the Internet, follow the instructions provided on the proxy card. You will need to use the individual control number that is printed on your proxy card in order to authenticate your ownership.

The deadline for voting by telephone or the Internet is 11:59 p.m., Eastern Time, on May 3, 2006.

If your shares are held in “street name” (that is, they are held in the name of broker, bank or other nominee), or your shares are held in one of the Company’s savings or retirement plans, you will receive instructions with your materials that you must follow in order to have your shares voted. For voting procedures for shares held in the Company’s savings or retirement plans, see question 6 below.

You may revoke your proxy or change your vote at any time before it is voted at the meeting by:

The latest-dated, timely, properly completed proxy that you submit, whether by mail, telephone or the Internet, will count as your vote. If a vote has been recorded for your shares and you submit a proxy card that is not properly signed and dated, the previously recorded vote will stand.

The shares on your proxy or voting instruction card represent those shares registered directly in your name, those held on account in the Company’s dividend reinvestment plan and shares held in the Company’s savings and retirement plans. If you do not cast your vote, your shares (except those held in the Company’s savings and retirement plans) will not be voted. See question 6 for an explanation of the voting procedures for shares in the Company’s savings and retirement plans.

If your shares are registered differently and are in more than one account, you will receive more than one card. Please complete and return all of the proxy or voting instruction cards you receive (or vote by telephone or the Internet all of the shares on each of the proxy or voting instruction cards you receive) in order to ensure that all of your shares are voted.

If you hold ATI Common Stock in one of the Company’s savings or retirement plans, you may tell the plan trustee how to vote the shares of Common Stock allocated to your account. You may either sign and return the voting instruction card provided by the plan or transmit your instructions by telephone or the Internet. If you do not transmit instructions, your plan shares will be voted as the plan administrator directs or as otherwise provided in the plan.

If you hold your shares of ATI Common Stock in “street name” through a broker, bank or other nominee account, you are a “beneficial owner” of the shares. In order to vote your shares, you must give voting instructions to your broker, bank or other intermediary who is the “nominee holder” of your shares. The Company asks brokers, banks and other nominee holders to obtain voting instructions from the beneficial owners of shares that are registered in the nominee’s name. Proxies that are transmitted by nominee holders on behalf of beneficial owners will count toward a quorum and will be voted as instructed by the nominee holder.

A majority of the outstanding shares, present or represented by a proxy, constitutes a quorum. There must be a quorum for the meeting to be held. You are part of the quorum if you have voted by proxy or voting instruction card. Abstentions, broker non-votes and votes withheld from director nominees count as “shares present” at the meeting for purposes of determining a quorum.

The director nominees receiving the highest number of votes will be elected to fill the seats on the Board. Only votes “for” or “withheld” affect the outcome. Abstentions are not counted for purposes of the election of directors.

Approval of the other item requires the favorable vote of a majority of the votes cast. Only votes “for” and “against” the proposal count. Abstentions and broker non-votes do not count in the voting results. A broker non-vote occurs when a broker, bank or other nominee holder does not vote on a particular item because the nominee holder does not have discretionary authority to vote on that item and has not received instructions from the beneficial owner of the shares. Broker non-votes will not affect the outcome of any of the matters being voted upon at the meeting, and they are not counted as shares voting with respect to the matter on which the broker has not voted expressly. Abstentions have the effect of a negative vote.

The Company maintains a policy of keeping stockholder votes confidential.

Stockholders can elect to view future Company proxy statements and annual reports over the Internet instead of receiving paper copies in the mail and thus can save the Company the cost of producing and mailing these documents. Costs normally associated with electronic access, such as usage and telephonic charges, will be borne by you.

If you are a “stockholder of record,” you can choose to receive future annual reports and proxy statements electronically by following the prompt if you choose to vote over the Internet. If you hold your Company stock in “street name” (such as through a broker), check the information provided by your nominee for instructions on how to elect to view future proxy statements and annual reports over the Internet.

Stockholders who choose to view future proxy statements and annual reports over the Internet will receive instructions containing the Internet address for those materials, as well as voting instructions, approximately four weeks before future meetings.

If you enroll to view the Company’s future annual reports and proxy statements electronically and vote over the Internet, your enrollment will remain in effect for all future stockholders’ meetings unless you cancel it.

To cancel, stockholders of record should access www.melloninvestor.com/isd and follow the instructions to cancel your enrollment. You should retain your control number appearing on your enclosed proxy card. If you hold your Company stock in “street name,” check the information provided by your nominee holder for instructions on how to cancel your enrollment.

If at any time you would like to receive a paper copy of the annual report or proxy statement, please write to Allegheny Technologies Incorporated, Corporate Secretary, 1000 Six PPG Place, Pittsburgh, Pennsylvania 15222-5479.

ATI CORPORATE GOVERNANCE AT A GLANCE

This list provides some highlights from the Allegheny Technologies’ corporate governance program. You can find details about these and other corporate governance policies and practices in the following pages of the proxy statement and in the corporate governance section of the “About Us” page of our web site at www.alleghenytechnologies.com.

OUR CORPORATE GOVERNANCE

Corporate Governance Guidelines

ATI’s Board of Directors has adopted Corporate Governance Guidelines. The Guidelines are designed to assist the Board in the exercise of its duties and responsibilities to the Company. They reflect the Board’s commitment to monitor the effectiveness of decision making at the Board and management level, with a view to achieving ATI’s strategic objectives. They are subject to modification by the Board from time to time.

You can find the Company’s Corporate Governance Guidelines, as well as the charters for all Board committees, including the Audit Committee, the Nominating and Governance Committee, and the Personnel and Compensation Committee, and the Corporate Guidelines for Business Conduct and Ethics, on our web site at www.alleghenytechnologies.com, by first clicking “About Us” and then “Our Corporate Governance” or “Our Ethics.” Copies will also be mailed to stockholders on written request directed to the Corporate Secretary, Allegheny Technologies Incorporated, 1000 Six PPG Place, Pittsburgh, PA 15222-5479.

Number and Independence of Directors

The Board of Directors determines the number of directors. The Board currently consists of ten members.

In accordance with the ATI Corporate Governance Guidelines, at least 75% of ATI’s directors are, and at least a substantial majority of ATI’s directors will be, “independent” under the NYSE definition of independence and the Company’s categorical board independence standards, which are set forth in the ATI Corporate Governance Guidelines and attached to this proxy statement as Appendix A. A director is “independent” only if the director is a non-management director and, in the Board’s judgment, does not have a material relationship with the Company or its management.

In addition to L. Patrick Hassey, the current Chairman, President and Chief Executive Officer of the Company, the Board considers Robert P. Bozzone, a former Chairman, President and Chief Executive Officer of the Company, to be a management director.

The Board has determined that the remaining eight of the Company’s current directors are independent. Seven of the Company’s directors have no relationships with the Company other than being directors and stockholders of the Company. One of the Company’s directors, James E. Rohr, is Chairman and Chief Executive Officer of The PNC Financial Services Group, Inc. (“PNC”). The Company has a $325 million secured revolving credit facility with a syndicate of 14 financial institutions, including PNC Bank, National Association, a subsidiary of PNC, as lender and administrative and collateral agent. The Company pays fees to PNC Bank under the terms of this facility. The Company also invests in three money market funds managed by BlackRock, Inc. PNC currently holds a 70% interest in BlackRock. During 2005, the Company paid fees to PNC and its affiliates representing a de minimis portion of both the Company’s revenues and PNC’s revenues. Mr. Rohr’s compensation is not affected by the fees the Company pays to PNC. The Board has determined that the transactions between the Company and PNC are commercial transactions carried out at arm’s length in the ordinary course of business, are not material to PNC or Mr. Rohr, do not and would not potentially influence Mr. Rohr’s objectivity as a member of the Company’s Board of Directors in a manner that would have a meaningful impact on his ability to satisfy requisite fiduciary standards on behalf of the Company and its stockholders and do not preclude a determination that Mr. Rohr’s relationship with the Company in his capacity as Chairman and Chief Executive Officer of PNC is immaterial and that Mr. Rohr is an independent director.

The Board has also determined that each member of the Audit Committee satisfies the enhanced standards of independence applicable to Audit Committee members under the listing standards and rules of the New York Stock Exchange (NYSE) and the Securities and Exchange Commission (SEC).

Director Terms

The directors are divided into three classes and the directors in each class generally serve for a three-year term unless the director is unable to serve due to death, retirement or disability. The term of one class of directors expires each year at the annual meeting of stockholders. The Board may fill a vacancy by electing a new director to the same class as the director being replaced. The Board may also create a new director position in any class and elect a director to hold the newly created position. It is expected that new directors that the Board adds to the Board to fill vacancies will stand for election by the stockholders at the next annual meeting.

Committees of the Board of Directors

Standing Committees

The Board of Directors has the following standing committees: Audit Committee, Finance Committee, Nominating and Governance Committee, Personnel and Compensation Committee, Technology Committee and Executive Committee.

Only independent directors are permitted to serve on the Audit Committee, the Nominating and Governance Committee, and the Personnel and Compensation Committee. Audit Committee members must meet an additional independence standard under the NYSE rules. Specifically, Audit Committee members may not receive any compensation from the Company other than their directors’ compensation.

Each committee has a written charter that describes its responsibilities. Each of the Audit Committee, the Nominating and Governance Committee and the Personnel and Compensation Committee has the authority, as it deems appropriate, to independently engage outside legal, accounting or other advisors or consultants. In addition, each committee annually conducts a review and evaluation of its performance. You can find the current charters of each committee on our web site at www.alleghenytechnologies.com by first clicking “About Us,” then clicking “Our Corporate Governance” and then clicking “Committee Charters.” The current charters will also be mailed to stockholders upon written request.

Audit Committee

The current members of the Audit Committee are Michael J. Joyce (Chairman), Diane C. Creel, James C. Diggs, and John D. Turner. The Board of Directors has determined that these committee members have no financial or personal ties to the Company (other than director compensation and equity ownership as described in this proxy statement) that would impact their independence and that they meet the NYSE standards for independence. The Board of Directors has also determined that Michael J. Joyce meets the SEC criteria of an “audit committee financial expert” and meets the NYSE standard of having accounting or related financial management expertise. Mr. Joyce has over 35 years of accounting, auditing and consulting experience, having most recently served as New England Managing Partner of Deloitte & Touche USA LLP prior to his retirement in May 2004. The Board of Directors has determined that, given the depth and breadth of Mr. Joyce’s background and experience, and his recent retirement, Mr. Joyce’s simultaneous service on the audit committees of three other public companies will not impair his ability to effectively serve on the Company’s Audit Committee.

The Audit Committee assists the Board in its oversight of the integrity of ATI’s financial statements, ATI’s compliance with legal and regulatory requirements, the qualifications and independence of ATI’s independent auditors, and the performance of ATI’s internal audit function and independent auditors. The Committee has the authority and responsibility for the appointment, retention, compensation and oversight of ATI’s independent auditors, including pre-approval of all audit and non-audit services to be performed by the independent auditors.

The independent auditors and the internal auditors have full access to the Committee and meet with the Committee, with (and on a routine basis without) management being present, to discuss all appropriate matters.

The Audit Committee report appears at page 19. The charter of the Audit Committee is attached as Appendix B.

The Finance Committee makes recommendations and provides guidance to the Board regarding major financial policies of the Company. It also serves as named fiduciary of the employee benefit plans maintained by the Company.

Nominating and Governance Committee

The Nominating and Governance Committee is responsible for overseeing corporate governance matters. It oversees the annual evaluation of the Company’s Board and its committees. It also recommends to the Board individuals to be nominated as directors. This includes evaluation of new candidates as well as an individual evaluation of current directors who are being considered for re-election. This Committee is responsible for administering ATI’s director compensation programs. The Committee also performs other duties as are described in the ATI Corporate Governance Guidelines.

Personnel and Compensation Committee

The Personnel and Compensation Committee establishes and annually reassesses the executive compensation program. Its Report on Executive Compensation begins on page 20.

The Personnel and Compensation Committee reviews and approves corporate goals and objectives relevant to CEO compensation, evaluates the CEO’s performance in light of those goals and objectives and determines and approves the CEO’s compensation level (either as a Committee or together with the other independent directors, as directed by the Board) based on this evaluation. The Personnel and Compensation Committee also reviews and approves non-CEO executive officer compensation, and makes recommendations to the Board with respect to incentive compensation plans and equity-based plans that require Board approval. The Personnel and Compensation Committee also administers ATI’s incentive compensation plans.

None of the members of the Personnel and Compensation Committee is an employee of the Company and each member is an “outside director” for the purposes of the corporate compensation provisions contained in Section 162(m) of the Internal Revenue Code.

Technology Committee

The Technology Committee reviews changing technologies and evaluates how they affect the Company and its technical capabilities.

Executive Committee

The Executive Committee acts on behalf of the Board when an emergency arises or scheduling makes it otherwise difficult for the full Board to convene or on specific actions that the Board refers to this committee.

Board and Committee Membership — Director Attendance at Meetings

During 2005, the Board of Directors held seven meetings. The Board’s committees consisted of the six standing committees described above.

The non-management directors meet separately from the other directors in regularly scheduled executive sessions without members of management (except to the extent that the non-management directors request the attendance of a member of management). The Chairman of the Board, if non-management, serves as Chair of these meetings. If the Chairman is not non-management or the Chairman so chooses, the position of Chair rotates on a per meeting basis, in the order specified in the ATI Corporate Governance Guidelines, among the non-management Chairs of the Board’s committees.

In 2005, all directors attended at least 75% of the Board meetings and committee meetings of which they were members, and average attendance at Board and committee meetings was approximately 96%.

We typically schedule a Board meeting in conjunction with our annual meeting of stockholders and expect that our directors will attend, absent a valid reason, such as a schedule conflict. Last year, nine of the 11 individuals then serving as directors attended our annual meeting.

Director Compensation

In 2005, non-employee directors received an annual retainer fee of $60,000 for services as a director. An annual fee of $5,000 is also paid to each committee chair. Directors also are paid $1,500 per day for Board meetings and $1,000 for each committee meeting attended. Directors who are employees of the Company do not receive any compensation for their services on the Board or its committees.

We pay our directors’ travel, lodging, meal and other expenses connected with their Board service. In addition, certain benefits were made available to Mr. Bozzone, the retired chairman of ATI’s Board of Directors in 2005, as a retired chief executive of the Company, including office space, secretarial services and parking space at ATI’s headquarters building.

The Board encourages directors to obtain a meaningful stock ownership interest in the Company. Under the terms of the Company’s Non-Employee Director Stock Compensation Plan (the “Director Stock Plan”), each non-employee director receives at least 25% of the annual retainer fee in the form of ATI Common Stock and/or options to acquire Common Stock. Directors will be expected to own shares of ATI Common Stock having a market value of at least two times the annual retainer amount by December 31, 2009, or within five years of first becoming a director, whichever occurs first, and at least three times the annual retainer amount within a reasonable time thereafter.

Under the Director Stock Plan, options to purchase 1,000 shares of Common Stock are granted to non-employee directors at the conclusion of each annual meeting of stockholders. The purchase price of the Common Stock covered by these annual options is the fair market value of the Common Stock on the date the option is granted.

In December 2004, the Board froze and discontinued the Company’s Fee Continuation Plan for Non-Employee Directors. Under the frozen Plan, for members of the Board as of January 1, 2005, an amount equal to the annual retainer fee in effect for 2004, which was $28,000, will be paid for each year of the director’s credited service as a director (as defined in the Plan) up to a maximum of ten years.

Corporate Guidelines for Business Conduct and Ethics

ATI has a code of ethics and business conduct, which we refer to as the Corporate Guidelines for Business Conduct and Ethics, that applies to all directors, officers and employees, including our principal executive officer, our principal financial officer, and our controller and chief accounting officer. ATI has had a code of conduct for many years. We require all directors, officers and employees to adhere to these Corporate Guidelines in addressing legal and ethical issues encountered in their work. The Corporate Guidelines require that our directors, officers and employees avoid conflicts of interest, comply with all laws, conduct business in an honest and ethical manner and otherwise act with integrity in all of their actions by or on behalf of the Company. Our Corporate Guidelines include a Code of Ethics specifically for our Chief Executive Officer, our Chief Financial Officer and all other financial officers and executives, which supplements the general principles set forth in the Corporate Guidelines and is intended to promote honest and ethical conduct, full and accurate reporting, and compliance with laws as well as other matters.

During 2005, our employees were required to certify that they reviewed and understood the Corporate Guidelines. In addition, all officers and managers are required to certify as to their compliance with the standards set forth in the Corporate Guidelines.

The Company encourages employees to communicate concerns before they become problems. We believe that building and maintaining trust, respect and communications between employees and management and between fellow employees is critical to the overriding goal of efficiently producing high quality products, providing the maximum level of customer satisfaction, and ultimately fueling profitability and growth. Only the Audit Committee of the Board of Directors can amend or grant waivers from the provisions of the Guidelines relating to the Company’s executive officers and directors and any such amendments or waivers will be promptly posted on our web site at www.alleghenytechnologies.com. To date, no such amendments have been made or waivers granted.

A copy of the Corporate Guidelines for Business Conduct and Ethics, which includes the Code of Ethics, is available on our web site at www.alleghenytechnologies.com by first clicking “About Us” and then “Our Ethics” and will be mailed to stockholders on written request directed to the Corporate Secretary, Allegheny Technologies Incorporated, 1000 Six PPG Place, Pittsburgh, PA 15222-5479.

Identification and Evaluation of Candidates for Director

The Board is responsible for recommending director nominees to the stockholders and for selecting directors to fill vacancies between stockholder meetings. The Nominating and Governance Committee recommends candidates to the Board. The Nominating and Governance Committee is comprised entirely of independent directors under the applicable rules and regulations of the NYSE and Securities and Exchange Commission. The Committee operates under a written charter adopted by the Board of Directors. A copy of the Committee’s charter is available at the Company’s web site at www.alleghenytechnologies.com by first clicking “About Us” and then “Our Corporate Governance.” Paper copies can be obtained by writing to the Corporate Secretary, Allegheny Technologies Incorporated, 1000 Six PPG Place, Pittsburgh, PA 15222-5479.

The Committee considers director candidates suggested by members of the Committee, other directors, senior management and stockholders.

Preliminary interviews of director candidates may be conducted by the Chairman of the Nominating and Governance Committee or, at his request, any other member of the Committee or the Chairman of the Board. Background material pertaining to director candidates is distributed to the members of the Committee for their review. Director candidates who the Committee determines merit further consideration are interviewed by the Chairman of the Committee and other Committee members, directors and key senior management. The results of these interviews are considered by the Nominating and Governance Committee in its deliberations.

Director candidates are generally selected on the basis of the following criteria: their business or

In evaluating the needs of the Board, the Nominating and Governance Committee considers the qualifications of sitting directors and consults with other members of the Board (including as part of the Board’s annual self-evaluation), the Chairman, President and Chief Executive Officer and other members of senior management. At a minimum, all recommended candidates must exemplify the highest standards of personal and professional integrity, meet any required independence standards, and be willing and able to constructively participate in and contribute to Board and committee meetings. Additionally, the Committee conducts individual reviews of current directors whose terms are nearing expiration, but who may be proposed for re-election, in light of the considerations described above and their past contributions to the Board.

Stockholders may nominate candidates for election to the Board by following the procedures described in ATI’s certificate of incorporation. Stockholder-recommended candidates will not be evaluated on a different basis from other candidates. The provisions of ATI’s certificate of incorporation generally require that written notice of a nomination be received by the Corporate Secretary, who will forward the information to the Nominating and Governance Committee of the Board of Directors for the Committee’s consideration, not less than 75 days and not more than 90 days before the first anniversary of the date of the preceding year’s annual meeting. For our annual meeting in the year 2007, we must receive this notice on or after February 3, 2007 and on or before February 18, 2007. The notice must contain certain information about the nominee, including his or her age, address, occupation and share ownership, as well as the name, address and share ownership of the stockholder giving notice.

Stockholders may obtain a copy of the full text of the provisions of our certificate of incorporation by writing to the Corporate Secretary, Allegheny Technologies Incorporated, 1000 Six PPG Place, Pittsburgh, PA 15222-5479. A copy of our certificate of incorporation has been filed with the Securities and Exchange Commission and can be viewed on our web site at www.alleghenytechnologies.com by first clicking “About Us” and then “Our Corporate Governance.”

Process for Stockholder Communications with Directors

We maintain a process for stockholders to communicate with the Board of Directors or any individual director. ATI stockholders who want to communicate with the Board or any individual director can write to:

or call 1-877-787-9761 (toll free). Your letter or message should indicate that you are an ATI stockholder. Depending on the subject matter, the Corporate Secretary will:

At each Board meeting, the Corporate Secretary presents a summary of all communications received since the last meeting that were not forwarded and makes those communications available to the directors on request.

2007 Annual Meeting and Stockholder Proposals

Under Rule 14a-8 of the Securities and Exchange Commission, proposals of stockholders intended to be presented at the 2007 Annual Meeting of Stockholders must be received no later than November 17, 2006 for inclusion in the proxy statement and proxy card for that meeting. In addition, the Company’s certificate of incorporation provides that in order for nominations or other business to be properly brought before an annual meeting by a stockholder, the stockholder must give timely notice thereof in writing to the Corporate Secretary. To be timely, the provisions of ATI’s certificate of incorporation generally require that notice be received by the Corporate Secretary not less than 75 days and not more than 90 days before the first anniversary of the date of the preceding year’s annual meeting. For our annual meeting in the year 2007, we must receive this notice on or after February 3, 2007 and on or before February 18, 2007. The notice must contain certain information, including information about the proposal and the interest, if any, of the stockholder who is making the proposal, as well as the name, address and share ownership of the stockholder giving notice.

Stockholders may obtain a copy of the full text of the provisions of our certificate of incorporation by writing to the Corporate Secretary, Allegheny Technologies Incorporated, 1000 Six PPG Place, Pittsburgh, PA 15222-5479. A copy of our certificate of incorporation has been filed with the Securities and Exchange Commission and can be viewed on our web site at www.alleghenytechnologies.com by first clicking “About Us” and then “Our Corporate Governance.”

Stock Ownership Information

Section 16(a) Beneficial Ownership Reporting Compliance

The rules of the Securities and Exchange Commission require the Company to disclose late filings of reports of stock ownership (and changes in stock ownership) by its directors and statutory insiders. To the best of the Company’s knowledge, all filings by these individuals were made on a timely basis in 2005.

Five Percent Owners of Common Stock

As of February 28, 2006, the Company had received notice that the individuals and entities listed in the following table are beneficial owners of five percent or more of Company Common Stock. In general, “beneficial ownership” includes those shares a person has the power to vote or transfer, and options to acquire Common Stock that are exercisable currently or within 60 days.

Stock Ownership of Management

The following table sets forth the shares of Common Stock reported to the Company as beneficially owned as of February 28, 2006 by the nominees for director, the continuing directors and each officer named in the Summary Compensation Table.

PROPOSALS REQUIRING YOUR VOTE

Election of Directors — Item A on Proxy Card

The Board of Directors has nominated three directors, Diane C. Creel, James E. Rohr and Louis J. Thomas, to stand for re-election to the board for a three-year term expiring in 2009. The Board of Directors affirmatively determined that each of the nominees qualifies for re-election under the criteria for evaluation of directors described under “Identification and Evaluation of Candidates for Director” on page 9 of this proxy statement. In addition, the Board of Directors reached the conclusion that each of the directors standing for re-election was well qualified to stand for re-election to the board. In addition, the Board of Directors determined that each nominee qualifies as independent under applicable regulations and the Company’s guidelines for independence. See “Identification and Evaluation of Candidates for Director” at page 9 of this proxy statement and “Number and Independence of Directors” at page 5 of this proxy statement.

The United Steelworkers of America (“USWA”) initially proposed the nomination of Louis J. Thomas as agreed to in connection with the 2004 labor negotiations with Allegheny Ludlum Corporation, a Company subsidiary. At that time, the Company agreed that the International President of the USWA may propose a nominee for election as a director of the Company to the Company’s Chairman, President and Chief Executive Officer. The USWA nominee is to be a prominent individual with experience in public service, labor, education or business who meets the antitrust and conflicts of interest screening required of all Company directors. Upon recommendation by the Nominating and Governance Committee and election to the Board, the USWA nominee is expected to serve as a director during the term of the labor agreement.

The three nominees who receive the highest number of votes cast will be elected. If you sign and return your proxy card, the individuals named as proxies on the card will vote your shares FOR the election of the three nominees named below unless you provide other instructions. You may withhold authority for the proxies to vote your shares on any or all of the nominees by following the instructions on your proxy card. If a nominee becomes unable to serve, the proxies will vote for a Board-designated substitute or the Board may reduce the number of directors. Management has no reason to believe that any of the three nominees for election named below will be unable to serve.

Background information about the nominees and the continuing directors, including their business experience during the past five years, follows.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR

THE ELECTION OF ALL THREE NOMINEES LISTED BELOW.

Nominees – Term to Expire at the 2009 Annual Meeting (Class I)

Continuing Directors – Term to Expire at the 2007 Annual Meeting (Class II)

Continuing Directors – Term To Expire at the 2008 Annual Meeting (Class III)

Ratification of Selection of Independent Auditors – Item B on Proxy Card

Ernst & Young LLP (“Ernst & Young”) has served as independent auditors for the Company since August 15, 1996 and served as independent auditors for Allegheny Ludlum Corporation since 1980. They have unrestricted access to the Audit Committee to discuss audit findings and other financial matters. The Audit Committee believes that Ernst & Young is knowledgeable about the Company’s operations and accounting practices and is well qualified to act in the capacity of independent auditors.

In appointing Ernst & Young as the Company’s independent auditors for the fiscal year ending December 31, 2006, and making its recommendation that stockholders ratify the appointment, the Audit Committee of the Board of Directors has considered whether the audit and non-audit services Ernst & Young provides are compatible with maintaining the independence of our outside auditors.

If the stockholders do not ratify the selection of Ernst & Young, the Audit Committee will reconsider the appointment of Ernst & Young as the Company’s independent auditors.

Representatives of Ernst & Young will be present at the Annual Meeting. They will be given the opportunity to make a statement if they desire to do so, and they will be available to respond to appropriate questions following the Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG, LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR 2006.

Audit Committee Pre-Approval Policy

The Audit Committee has adopted a policy that sets forth the manner in which the Audit Committee will review and approve all services to be provided by Ernst & Young before the firm is retained to perform the service. Under this policy, the engagement terms and fees of all audit services and all audit-related services are subject to the specific pre-approval of the Audit Committee. In addition, while the Committee believes that the independent auditor may be able to provide tax services to the Company without impairing the auditor’s independence, going forward, absent unusual circumstances, the Audit Committee does not expect to retain the independent auditor to provide tax services. Under the policy, the Committee has delegated limited pre-approval authority to the Chairman of the Committee with respect to permitted, non-tax related services; the Chairman is required to report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee pre-approved all non-audit services provided by Ernst & Young in 2005 and 2004, except for the de minimis amount in 2004 described in the following chart.

Independent Auditor: Services and Fees

The fees and expenses billed by Ernst & Young for the indicated services performed during 2005 and 2004 were as follows:

“Audit fees” consisted of fees related to the annual audit of the Company’s consolidated financial statements and review of the financial statements in our Quarterly Reports on Form 10-Q, Sarbanes-Oxley Section 404 attestation services, audit and attestation services related to statutory or regulatory filings, the issuance of comfort letters and consents and, in 2004, the issuance of a “preferability letter” in connection with a change in accounting method.

“Audit-related fees” consisted of fees related to the audits of employee benefit plans, pension and captive insurance company audits, and due diligence in connection with acquisitions.

“Tax fees” consisted of fees related to IRS transcript reviews.

Report of Audit Committee

The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the year ended December 31, 2005, which include the consolidated balance sheets of the Company 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, and the notes thereto (collectively, the “Financial Statements”).

Management is responsible for the Company’s internal controls and financial reporting process. Ernst & Young LLP (“Ernst & Young”), the Company’s independent auditors, are responsible for performing an independent audit of the Company’s Financial Statements in accordance with generally accepted auditing standards and expressing an opinion as to their conformity with generally accepted accounting principles and for attesting to management’s report on the Company’s internal control over financial reporting. One of the Audit Committee’s responsibilities is to monitor and oversee the financial reporting process and to review and discuss management’s report on the Company’s internal control over financial reporting.

The Audit Committee has reviewed, met and held discussions with the Company’s management, internal auditors, and the independent auditors regarding the Financial Statements, including a discussion of quality, not just acceptability, of the Company’s accounting principles, and Ernst & Young’s judgment regarding these matters.

The Audit Committee discussed with the Company’s internal auditors and independent auditors matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards, AU§380). The Audit Committee met with the internal auditors and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Audit Committee has also discussed with Ernst & Young matters required to be discussed by applicable auditing standards.

The Audit Committee has received the written disclosures and the letter from Ernst & Young required by the Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees) and has also considered the compatibility of non-audit services with Ernst & Young’s independence. This information was also discussed with Ernst & Young.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors at the February 24, 2006 meeting of the Board that the Financial Statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 as filed with the Securities and Exchange Commission. The Board has approved this inclusion.

Submitted by:

AUDIT COMMITTEE, whose members are:

Michael J. Joyce, Chairman

Diane C. Creel

James C. Diggs

John D. Turner

OTHER BUSINESS

The Company knows of no business that may be presented for consideration at the meeting other than the items indicated in the Notice of Annual Meeting. If other matters are properly presented at the meeting, the persons designated as proxies on your proxy card may vote at their discretion.

Following adjournment of the formal business meeting, L. Patrick Hassey, Chairman, President and Chief Executive Officer, will address the meeting and will hold a general discussion period during which the stockholders will have an opportunity to ask questions about the Company and its business.

REPORT ON EXECUTIVE COMPENSATION

The Personnel and Compensation Committee (referred to in this Report as the “Committee”) furnishes this report on executive compensation.

Executive Compensation Characteristics

The Committee believes that total executive compensation at the Company should have the following characteristics:

Compensation Policies and Programs

Consistent with the characteristics outlined above, the Committee has adopted the following compensation program, consisting of three components, base salary, annual incentives and long-term incentives:

Base salary for all management positions will be at or near the industry or market median for comparable positions unless there are sound reasons for significant variations. The Committee’s judgment is the guiding factor in determinations of base salary, as well as other compensation issues. The executive’s actual salary relative to this competitive framework varies based on individual performance and the individual’s skill, experience and background.

Short-term incentives under the Company’s Annual Incentive Plan (“AIP”) are designed to provide at target the opportunity to earn a competitive (50th percentile) award, based on the achievement of predefined performance measures. Under the general provisions of the AIP, no compensation is earned if performance falls below preset thresholds and up to 200% of the target award is paid in the case of significant overachievement. The performance measures are based primarily on the achievement of goals of Company financial performance and of operating goals that position the Company for future financial achievement. Discretionary adjustments are permitted by the Committee and are generally limited to plus or minus 20% based on individual performance, so long as aggregate adjustments do not exceed 5%. However, these limits may be increased at the discretion of the Committee in the case of outstanding achievements by the Company.

In considering performance targets for the 2005 AIP, the Committee took into account the economic conditions facing the Company as well as the Company’s business and operations plans. In addition, the Committee recognized that because it elected not to pay AIP for 2002 to corporate officers and executives and elected not to pay AIP for 2003 to corporate officers, executives or to management level employees generally, opportunities for 2005 should allow for reasonable rewards for meeting and larger amounts for exceeding the performance goals that represented substantial challenges to AIP

Under the 2005 AIP, no payments were to be made if the operating earnings or operating cash flow achieved were less than the established minimums for each item, notwithstanding the level of achievement of the other performance goals for the year. In addition, the Committee decided that a prerequisite to any award is compliance with ATI’s Corporate Guidelines for Business Conduct.

Long-term incentives: As previously disclosed, the Committee has chosen not to grant stock options as a matter of policy and, although permitted to grant stock options under the 2000 Incentive Plan, as in 2004, the Committee did not grant stock options in 2005. For the 2005-2007 measurement period, the Committee implemented a three part long-term incentive program intended to directly encourage individuals to be agents for positive change in financial and operational performance and to align their individual interests with the interest of stockholders. The Compensation Consultant advised the Committee that the Company’s long-term incentive program for 2005-2007 is competitive at target levels and that if the respective performance goals are exceeded, the compensation deliverable would exceed the 50th percentile for the comparative group.

The programs implemented for 2005-2007 were:

(1) Performance/ Restricted Stock Program: For the 2005-2007 performance period, one-half of the stock-based awards granted will vest, if at all, only upon the achievement of preset earnings amounts for the three year period. If the earnings targets are not reached or exceeded on or before December 31, 2007, this one half of the stock-based award will be forfeited. The other half of the stock-based awards is traditional restricted stock but also has a performance element. This one half of each award will vest, if at all, upon the earlier of (i) February 24, 2010 (if, except in the case of death or retirement, the participant is still an employee of the Company on that date) or (ii) attainment of the performance criteria for the January 1, 2005 through December 31, 2007 period. The performance criteria were closely tied to attainment of the Company’s business plan for the 2005-2007 period.

The amount of the performance/restricted share award is calculated as a percent of base salary, based on the market value of the stock (without restrictions) on the date of the award.

(2) Total Shareholder Return Incentive Compensation Program (“TSRP”) — Under the TSRP, participants receive an opportunity to earn a target number of shares based on a comparison of the Company’s total shareholder return (change in stock price plus dividends paid, or “TSR”) for a three-year performance period compared to the TSR for the measurement period of a peer group of companies approved by the Committee. The peer group, which consists of publicly held companies that engage in metals, metals-handling and aerospace-related or metals-related businesses, is not the same as the peer group index used in the performance graph on page 31. Target awards are calculated as a percent of base salary.

The Committee determined that there would be a new TSRP performance period starting on January 1, 2005, and ending on December 31, 2007. Under the terms of the TSRP, the Committee selected the eligible participants, established a target number of performance shares for each participant, and constructed the peer group of companies for that performance period.

For the 2005-2007 performance period, participants in the TSRP can earn from 50% (at threshold, which is performance at the 25th percentile) to a maximum of 300% of the targeted number of shares for performance at the 90th percentile or above, depending on the percentile rank of the Company’s TSR for the performance period as compared to the TSR of the peer group of companies for the same

(3) Key Employee Performance Plan (“KEPP”) — The Company’s KEPP is a long-term cash bonus plan in which nine key individuals participate and will receive cash payments if, but only if, a predetermined level of financial performance is attained or exceeded. KEPP was established by the Committee initially in 2004 in order to keep the Company’s long-term incentive programs competitive with peer companies.

Opportunities under KEPP are scaled so that aggregate compensation of participants will be at or below median of a comparable group of companies if performance is less than the threshold level of payment but will result in aggregate compensation to KEPP participants at approximately the 90th percentile of the comparator group if performance is at the highest preset gradient. Threshold and gradients are intended to be substantial challenges to participants and are set with reference to improvements in earnings over the preceding period’s actual results. For the initial three year measurement period of KEPP, 2004-2006, the threshold level of performance required a turnaround from the losses experienced by the Company for the base period and required an improvement in earnings of an aggregate of $192 million over the base period and each of the seven gradients were $50 million of earnings. For the 2005-2007 measurement period, an aggregate of $420 million in income before taxes was required at threshold and each of the ten gradients was $40 million in income before taxes. The Committee has been informed by the Compensation Consultant that, in a sixteen year period, only one company in the comparator group has maintained the rate of earnings and income before taxes improvements required to qualify for threshold levels of payments for the three measurement periods.

The KEPP program is divided into two levels, one requiring payment of cash bonuses if a designated threshold level of aggregate earnings for the 2004-2006 measurement period or income before taxes for the 2005 through 2007 measurement period is reached and the second permitting the Committee to exercise negative discretion on a separate bonus pool formed if the preset financial performance goals are reached. The Committee’s negative discretion concerning the second level will be based on the Committee’s evaluation of the extent to which designated key operational objectives are achieved and the Committee’s evaluation of the performance of the trading price of the Company’s common stock. For the 2005-2007 measurement period, the payment for threshold performance is approximately 0.85% of the amount of income before taxes for each of level one and level two and the payment opportunities increase to approximately 4.6% of the designated amount of income before taxes for level one and for level two at the highest gradient. No compensation is paid for performance in excess of the highest gradient.

The percentage of the bonus pools that would or could be paid to individual participants varies slightly at the various gradients. The CEO’s percentage of any pool is not greater than 24% at any gradient above threshold and, at some gradients, is less. The named officers’ opportunities average approximately 11% each at the various gradients.

Stock ownership guidelines: The current stock ownership guidelines for executive officers of the Company are as follows:

The executives have until September 2008 to reach the targeted ownership levels. The guidelines, which call for a minimum level of stock ownership based on the executive’s base salary, are designed to further link these executives’ interests to increased stockholder value. Each of the named officers met the stock ownership guidelines as of December 31, 2005.

Compensation of the Chief Executive Officer and 2005 Compensation Results

L. Patrick Hassey became the Company’s President and Chief Executive Officer on October 1, 2003, and became Chairman on May 6, 2004. Under the terms of his employment agreement, Mr. Hassey is paid an annual base salary of at least $850,000, which,

AIP for 2005: In establishing the award for 2005, the Committee determined that operating earnings and cash flow for ATI and each operating company were substantially in excess of the maximum target performance and that achievements in manufacturing improvements, safety and environmental, and customer responsiveness were well in excess of target performance. In addition to looking at the performance targets set forth in the AIP, the Committee evaluated the performance of L. Patrick Hassey, Chairman, President and Chief Executive Officer, as to results, strategy, building the Company’s capabilities, leadership performance, and board and governance leadership performance. The Committee determined that Mr. Hassey’s delivery on the results targeted was exceptional in all areas. After reviewing Mr. Hassey’s performance, including the significant progress made in leading the Company, developing its management team, substantially exceeding the business plan and implementing a number of operating and strategic goals deemed critical by the Company, as well as the extraordinary financial performance of the Company in 2005, the Committee chose to pay Mr. Hassey a total award of $2.6 million, which included a discretionary bonus of $1,282,000 above the formula amount of the AIP. In addition, based on the Company’s performance and the actions taken by the Company’s executive management team, the Committee determined that each of the named officers would be paid a total award of $600,000.

TSRP for 2003-2005: The three-year performance period under the TSRP, for 2003 through 2005, expired on December 31, 2005. At that time, the Company’s percentile ranking was 88.46% compared to the total shareholder return (as defined in the TSRP) of the peer group of companies identified under the TSRP for that performance period. Since the percentile ranking was above the 75th percentile, shares of ATI Common Stock (after certain tax withholding in the form of stock as approved by the Committee) were delivered to eligible TSRP participants with a value of 200% of the target award for the 2003-2005 performance period; Mr. Hassey’s award opportunity was pro-rated because his employment began on October 1, 2003. The number of shares Mr. Hassey and each other participant could earn was based on the average price of a share of Common Stock on the New York Stock Exchange for the thirty trading days immediately prior to January 1, 2003, which was $6.18 per share. Mr. Hassey’s award under this program was 123,786 shares, which at a market value of $39.94 per share on the date of distribution, equaled $4,944,013.

Compliance with Section 409A of the Internal Revenue Code

The Company sponsors two active non-qualified deferred compensation programs subject to Section 409A of the Code, the Supplemental Pension Plan, described below, and the Benefit Restoration Plan (Messrs. Hassey, Kittenbrink and Walton do not participate in the defined benefit portion of the Restoration Plan). No participant deferrals are permitted under these plans. Instead, under the Supplemental Pension Plan, amounts are accrued for the benefit of participants named as eligible to participate toward a target benefit of one-half final base salary payable for a period of 10 years after retirement (which cannot occur before age 58); with respect to Mr. Hassey, one year of payments is accrued for each year of service up to a maximum of 10 years. The Benefit Restoration Plan accrues amounts equal to the amount that a participant would have accrued under the qualified pension plan formula if that

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code imposes limits on tax deductions otherwise available under Section 162(a) of the Code for annual compensation paid to a chief executive officer and other highly compensated officers unless the compensation qualifies as “performance-based” or is otherwise exempt under the law. The Company’s AIP and 2000 Incentive Plan which embraces the awards of performance-based stock awards, and the TSRP, as well as the KEPP, are intended to meet the deductibility requirements of the regulations promulgated under Section 162(m). The Committee, however, may determine in any year, as it did in 2005 in connection with the discretionary bonus paid to Mr. Hassey as described above, that it would be in the best interests of the Company that such amount be paid even if a portion of the amount was not deductible under the requirements of Section 162(m) of the Code.

Submitted by:

PERSONNEL AND COMPENSATION COMMITTEE, whose members are:

James E. Rohr, Chairman

Diane C. Creel

W. Craig McClelland

Compensation Committee Interlocks and Insider Participation

No member of the Personnel and Compensation Committee is an officer or employee of the Company, and no member of the Committee has a current or prior relationship, and no officer who is a statutory insider of the Company, has a relationship to any other company, required to be described under the Securities and Exchange Commission rules relating to disclosure of executive compensation.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following Summary Compensation Table sets forth information about the compensation paid by the Company to the Chief Executive Officer and to each of the other four most highly compensated officers required to file reports under Section 16 of the Securities Exchange Act of 1934, as of December 31, 2005 (the “named officers”).

Stock Options

In 2004, the Committee adopted a policy not to grant stock options and, as in 2004, no options were granted to the named officers during 2005.

The following table contains information concerning the exercise of stock options by each of the named officers during 2005 and sets forth the unexercised options held at December 31, 2005.

Aggregated Option Exercises In 2005 And Fiscal Year-End Option Values at December 31, 2005

Long-Term Incentive Programs

The following table sets forth information about awards for the 2005-2007 performance period established in 2005 under the Total Shareholder Return Incentive Compensation Program (the “TSRP”).

The amounts included in the Estimated Future Payouts columns represent the potential issuance of Common Stock to the named officers depending on the level of achievement (i.e., threshold, target or maximum) of the performance goals for the three-year performance period; interpolation is made on a straight line basis between each scale. Participants will not receive any shares of Common Stock under the program if the Company does not achieve the threshold level of performance objectives during the performance period. These awards are also discussed in the Report on Executive Compensation.

Total Shareholder Return Incentive Compensation Program — Awards In 2005

Under the KEPP, participants are eligible to receive a pre-stated percentage of a long-term incentive pool, calculated as a function of a percentage of the executive’s base salary, as defined. Performance over the three-year performance period 2005-2007 is measured as a function of the Company’s aggregate income before taxes relative to the 2002-2004 baseline. Two separate award pools have been established under the KEPP. The Level 1 pool is earned strictly as a function of aggregate income before taxes in 2005-2007 relative to the 2002-2004 baseline. The Level 2 pool, funded as a function of the aggregate income before tax described above, is paid only in the event that specific pre-set strategic goals are achieved. The Level 2 pool is zero if the maximum award is achieved in the Level 1 pool. All payouts will be made in cash. If the minimum performance in both measures is below the threshold level, then no award will be earned. For the 2005-2007 performance periods, the maximum payment is reached if aggregate income before tax increases by $1,144 million over the base period. These awards are also discussed in the Report on Executive Compensation.

Key Employee Performance Program — Awards In 2005

Pension Plans

The Company maintains a qualified defined benefit pension plan, called the Allegheny Technologies Incorporated Pension Plan (“ATI Pension Plan”), which has a number of benefit formulas that apply separately to various groups of employees and retirees. In general, the variances among formulas are determined by work location and job classification. A principal determinant is whether an employee was employed by Allegheny Ludlum Corporation (“Allegheny Ludlum”), as in the case of Messrs. Kittenbrink, Shilling and Walton, or by Teledyne, Inc. (“TDY”), as in the case of Mr. Harshman, in 1996 when those corporations engaged in a business combination to form the Company. Mr. Hassey does not participate in the ATI Pension Plan under any formula.

Allegheny Ludlum ceased pension accruals under its pension formula in 1988, except for employees who then met certain age and service criteria. Dr. Shilling met those criteria and continues to accrue benefits under the Allegheny Ludlum formula of the ATI Pension Plan as well as under a restoration plan that will pay retirement benefits to Dr. Shilling from general corporate assets in an amount representing the difference between the amount generated under the Allegheny Ludlum formula, without regard to limitations imposed by the Internal Revenue Code, and the amount generated after giving effect to limitations under the Internal Revenue Code. Mr. Walton has a modest frozen benefit under the Allegheny Ludlum formula. Mr. Kittenbrink accrued no benefit under the Allegheny Ludlum benefit formula. Neither Mr. Walton nor Mr. Kittenbrink participates in a restoration plan for defined benefits.

Both the Allegheny Ludlum formula and the TDY formula multiply years of service by compensation and then by a factor to produce a benefit which, in turn, is reduced with respect to Social Security amounts payable to determine a monthly amount payable as a straight life annuity. Participants can choose alternate benefit forms, including survivor benefits. The Allegheny Ludlum and TDY definitions of service and

Upon becoming a corporate employee, Mr. Harshman ceased receiving credit for service under the TDY formula after having been credited with approximately twenty years of service under that formula. Mr. Harshman participates in a restoration plan for defined benefits that would restore to him from corporate assets the amount not payable under the TDY formula due to limits under the Internal Revenue Code.

As an alternative benefit, if greater than the benefit under the applicable Allegheny Ludlum or TDY formula, the named individuals, other than Mr. Hassey, participate in the ATI Pension Plan at specified, actuarially determined accrual rates per year that do not exceed annual accrual rates permitted under the Internal Revenue Code. The monthly straight life annuity value is determined by multiplying (1) the highest rate of monthly compensation in the five years prior to retirement after giving effect to applicable limitations on compensation imposed by Section 401(a)(17) of the Internal Revenue Code (which was $210,000 for 2005) by (2) the specified accrual rates (ranging from 2.5% to 3.4%) and then by (3) years of service not in excess of 30. Benefits are not subject to offset for Social Security or other third party benefits. These benefits are subject to further reduction to comply with any applicable limitations under the Internal Revenue Code. As of December 31, 2007, credited years of service recognized under this provision of the ATI Pension Plan were 27.67 for Mr. Harshman, 13.67 for Mr. Kittenbrink, 30.00 for Dr. Shilling, and 19.83 for Mr. Walton. Mr. Hassey does not participate in the ATI Pension Plan. No restoration plan applies to benefits accrued under the specified, actuarially determined rates.

The following table shows the estimated annual benefits calculated on a straight life annuity basis payable to Dr. Shilling and other eligible participants under the Allegheny Ludlum formula of the ATI Pension Plan and applicable restoration plans in specified compensation and years of service classifications upon attainment of age 65:

At the service level of twenty years applicable to Mr. Harshman under the TDY formula, benefits calculated solely under the TDY formula are approximately the same as the amount shown in the column headed “20”. The modest frozen benefits payable to Mr. Walton under the Allegheny Ludlum formula are substantially less than the minimum amount set forth in the above table.

In addition, the Company has established a Supplemental Pension Plan that provides certain key employees of the Company and its subsidiaries, including the named officers (or their beneficiaries in the event of death), with monthly

Employment and Change In Control Agreements

In August 2003, the Company entered into an employment agreement with L. Patrick Hassey in connection with his employment as President and Chief Executive Officer, effective October 1, 2003. The agreement has an initial term of three years and renews automatically each month absent notice from one party to another so that the agreement continues to have a three-year term. Under the terms of his employment agreement, Mr. Hassey is paid an annual base salary of at least $850,000. Under the agreement, for 2003, Mr. Hassey received (a) a target level bonus for the October 1, 2003 to December 31, 2003 time period, and participation in the Company’s Annual Incentive Program thereafter; (b) a sign-on and retention bonus in the aggregate, after-tax amount of $500,000 designed to cover the costs of his relocation to Pittsburgh, Pennsylvania; and (c) an initial grant of options to purchase 120,000 shares of Common Stock, which was the target award amount under the Company’s stock option program and which vested on the date he became the Company’s President and Chief Executive Officer. In addition, Mr. Hassey is entitled to participate in the Company’s other executive compensation programs, including the TSRP, the KEPP and the Supplemental Pension Plan on the terms outlined above. The agreement provides that if the Company terminates Mr. Hassey’s employment for reasons other than cause or he resigns for good reason (as such terms are defined in the employment agreement), Mr. Hassey will receive a cash severance payment equal to three times the sum of his annual base salary plus the amount of AIP payable for the year at the greater of actual-to-date performance or target; all accrued benefits; acceleration of the vesting of stock options and stock-based rights; and earned but not yet paid TSRP or other equity-based awards; unless such termination or resignation occurs after a change of control. If such termination or resignation occurs within one year after a change of control, Mr. Hassey will receive payments with respect to the TSRP and KEPP for the completed and uncompleted performance periods, equity-based awards will vest at the target level of performance, and he will be reimbursed for taxes, including excise taxes, assessed.

The Company entered an employment agreement with Mr. Walton in connection with the combination of Allegheny Ludlum Corporation and Teledyne, Inc. in 1996. The agreement provides for the payment of base salary as well as for eligibility to participate in incentive compensation, equity, employee and fringe benefit plans offered to senior executives of the Company. By its terms, the agreement renews automatically each month absent notice from one party to the other, so that the then remaining term is one year. The agreement generally terminates prior to the expiration date without breach by any party in the event of Mr. Walton’s death, disability or voluntary resignation. The Company may also terminate the agreement for cause without breach by it. Mr. Walton may resign for good reason (which is defined to include demotion, reduction in base pay or movement of corporate headquarters) and receive severance payments equal to the base pay and bonus, determined based on actual financial results, as well as continued participation in certain compensation and employee benefit plans, for one year, including certain supplemental pension benefits.

The Company has entered into change in control severance agreements, as amended, with the named officers and other key employees to assure the Company that it will have the continued support of the executive and the availability of the executive’s advice and counsel notwithstanding the possibility, threat or occurrence of a change in control (as defined in the agreement). In general, the agreements provide for the payment of severance benefits if a change in control occurs and within 24 months after the change in control either the Company

CUMULATIVE TOTAL STOCKHOLDER RETURN

The graph set forth below shows the cumulative total stockholder return (i.e., price change plus reinvestment of dividends) on the Common Stock from December 31, 2000 through December 31, 2005 as compared to the S&P 500 Index and the S&P Steel Index (formerly known as the S&P Iron & Steel Index). The graph assumes that $100 was invested on December 31, 2000.

CERTAIN TRANSACTIONS

Family Relationship. Terry L. Dunlap, President of Allegheny Ludlum, is a member of the immediate family of Robert P. Bozzone, a member of the Company’s Board of Directors. During 2005, Mr. Dunlap received annual cash compensation of $644,000, an award of ATI Common Stock under the Total Shareholder Return Incentive Plan for the 2003-2005 award period with a value of $1,189,174, based on the average of the high and low sales price of ATI Common Stock on the New York Stock Exchange on the date the award was paid, realized $1,175,985 on the exercise of vested stock options, and participated, on a proportionate basis, based on his base salary and salary grade, in the compensation programs described in this proxy statement.

OTHER INFORMATION

Annual Report on Form 10-K

COPIES OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K, WITHOUT EXHIBITS, CAN BE OBTAINED WITHOUT CHARGE BY WRITTEN REQUEST TO THE CORPORATE SECRETARY AT 1000 SIX PPG PLACE, PITTSBURGH, PENNSYLVANIA 15222-5479 OR (412) 394-2800.

Proxy Solicitation

The Company pays the cost of preparing, assembling and mailing this proxy-soliciting material. We will reimburse banks, brokers and other nominee holders for reasonable expenses they incur in sending these proxy materials to our beneficial stockholders whose stock is registered in the nominee’s name.

The Company has engaged Morrow & Company, Inc. to help solicit proxies from brokers, banks and other nominee holders of Common Stock at a cost of $8,000 plus expenses. Our employees may also solicit proxies for no additional compensation.

On behalf of the Board of Directors:

Jon D. Walton

Corporate Secretary

Dated: March 17, 2006

Appendix A

STANDARDS OF DIRECTOR INDEPENDENCE

The Board has established the following standards to assist it in determining whether or not directors qualify as “independent” pursuant to the guidelines and requirements set forth in the New York Stock Exchange’s Corporate Governance Rules. The Board will make its determination that a director is independent following a review of all relevant information and shall apply the following standards:

      An “Independent Director” is one who:

      (a) is not, and has not been within the past three years:

In addition to being an Independent Director, as defined above, each member of ATI’s Audit Committee must not, except in his or her capacity as a member of the Audit Committee, the Board or any other Board committee of the Company: (a) accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any subsidiary thereof; or (b) be an affiliated person of the Company or any subsidiary thereof. For this purpose, the term “affiliated person” means one who, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company or any subsidiary thereof. A person will not be deemed to be in control of the Company or any subsidiary, however, unless the person is: (A) the beneficial owner, directly or indirectly, of more than 10% of any class of voting equity securities of the Company or (B) an executive officer or director of the Company.

In assessing the materiality of any existing or proposed director’s relationship with the Company for the purpose of evaluating the director’s independence (other than a relationship described in clause (a) of the definition of an Independent Director, which will always be deemed material), the Board will consider all relevant facts and circumstances. Material relationships can include, but are not limited to, commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. The Board should evaluate materiality not only from the perspective of the director, but also from that of persons and organizations with which the director has a relationship. To assist in determining the materiality of specific relationships, the Board has adopted the following non-exclusive standards (the “Materiality Standards”):

The interest of a person or a person’s Immediate Family Member in a transaction or series of similar transactions with the Company or its subsidiaries within the past five years will not be deemed to create a material relationship with the Company for the purposes of determining that person’s independence if:

Appendix B

AUDIT COMMITTEE CHARTER

The Board of Directors shall appoint annually the Audit Committee (the “Committee”) and appoint its Chairman. Members of the Committee shall serve at the will of the Board of Directors.

Composition

The Committee shall be comprised of three or more directors, and shall meet the size, independence and financial literacy and expertise requirements of the New York Stock Exchange (“NYSE”), of Section 10A(m)(3) of the Securities and Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”), as may be in effect from time to time. The Board of Directors shall endeavor to appoint at least one member to the Committee who is an “audit committee financial expert” as defined by the SEC. Committee members shall not simultaneously serve on the audit committees of more than two other companies without first obtaining approval from the Company’s Board of Directors.

Purpose

The Committee’s primary purpose shall be to assist the Board of Directors’ oversight of (i) the integrity of the financial statements of the Company, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the qualifications and independence of the Company’s independent accountants engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company (“independent accountants”) and (iv) the performance of the Company’s internal audit function and independent accountants. The Committee shall also prepare the audit committee report required by the SEC to be included in the Company’s annual proxy statement. The Committee shall also perform such other duties and responsibilities set forth in and consistent with this Charter.

Authority

The Committee shall have the authority to review and investigate any matter or activity involving financial accounting, reporting, conflict of interest, or internal controls of the Company. The Committee shall have the authority to obtain advice and assistance from outside legal, accounting or other advisors without seeking approval from the Board of Directors. The Company shall provide appropriate funding to the Committee for payment of (i) the compensation of any registered accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, (ii) compensation to any advisors employed by the Committee and (iii) the Committee’s ordinary administrative expenses that are necessary or appropriate in carrying out its duties.

Duties and Responsibilities

The Committee shall:

Limitation of Committee’s Role

Notwithstanding that the Committee has the duties and responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. Management is responsible for preparing the Company’s financial statements and the independent accountants are responsible for auditing those financial statements.

Meetings

The Committee shall hold at least four meetings each year and others as deemed necessary by its chairman. The Committee shall report regularly to the Board of Directors.