11-K 1 l42951e11vk.htm FORM 11-K e11vk
Table of Contents

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

         
 
  þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
 
       
    FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
 
       
 
  o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
 
       
    FOR THE TRANSITION PERIOD FROM ___________ TO _____________
 
       
    COMMISSION FILE NUMBER 1-12001

ALLEGHENY LUDLUM CORPORATION PERSONAL
RETIREMENT AND 401(K) SAVINGS ACCOUNT PLAN

(Title of Plan)

ALLEGHENY TECHNOLOGIES INCORPORATED

(Name of Issuer of securities held pursuant to the Plan)

1000 Six PPG Place, Pittsburgh, Pennsylvania 15222-5479

(Address of Plan and principal executive offices of Issuer)
 
 

 


Table of Contents

Audited Financial Statements and Supplemental Schedule
Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan
Years Ended December 31, 2010 and 2009
With Report of Independent Registered Public Accounting Firm

 


 

Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Audited Financial Statements
and Supplemental Schedule
Years Ended December 31, 2010 and 2009
Contents
         
    1  
 
       
Audited Financial Statements
       
 
       
    2  
    3  
    4  
 
       
Supplemental Schedule
       
 
       
    13  
 EX-23.1

 


Table of Contents

Report of Independent Registered Public Accounting Firm
Allegheny Technologies Incorporated
We have audited the accompanying statements of net assets available for benefits of the Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan as of December 31, 2010 and 2009, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2010 and 2009, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2010, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
June 28, 2011

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Table of Contents

Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Statements of Net Assets Available for Benefits
                 
    December 31  
    2010     2009  
     
Investments at fair value:
               
Interest in registered investment companies
  $ 71,809,353     $ 29,056,745  
Interest in synthetic investment contracts
    58,384,997       61,833,238  
Corporate common stock
    27,022,843       23,309,664  
Interest-bearing cash and cash equivalents
    10,935,311       6,679,640  
Interest in common collective trusts
    1,567,292       33,076,306  
     
Total investments at fair value
    169,719,796       153,955,593  
 
               
Notes receivable from participants
    6,300,016       6,191,146  
Employer contribution receivable
    336       15,201  
Employee contributions receivable
    7,501       10,530  
     
 
    6,307,853       6,216,877  
     
Net assets available reflecting investments at fair value
    176,027,649       160,172,470  
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    (1,775,262 )     (645,169 )
     
Net assets available for benefits
  $ 174,252,387     $ 159,527,301  
     
See accompanying notes.

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Table of Contents

Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Statements of Changes in Net Assets Available for Benefits
                 
    Years Ended December 31
    2010   2009
     
Contributions:
               
Employer
  $ 1,997,830     $ 1,890,645  
Employee
    5,962,055       5,778,668  
Rollovers
    223,093       16,548  
     
Total contributions
    8,182,978       7,685,861  
 
               
Interest income on notes receivable from participants
    382,622       367,327  
 
               
Investment income:
               
Net gain from interest in registered investment companies
    8,513,847       7,307,187  
Net gain on corporate common stocks
    6,080,780       11,212,277  
Net gain from interest in common collective trusts
    884,267       5,442,534  
Interest income
    657,352       849,566  
Other income
    1,624,053       1,976,115  
     
Total investment income
    17,760,299       26,787,679  
     
 
    26,325,899       34,840,867  
 
               
Distributions to participants
    (11,322,420 )     (7,865,396 )
Fees
    (278,393 )     (398,548 )
     
 
    (11,600,813 )     (8,263,944 )
     
 
               
Net increase in net assets available for benefits
    14,725,086       26,576,923  
Net assets available for benefits at beginning of year
    159,527,301       132,950,378  
     
Net assets available for benefits at end of year
  $ 174,252,387     $ 159,527,301  
     
See accompanying notes.

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Table of Contents

Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Notes to Financial Statements
December 31, 2010
1. Significant Accounting Policies
Use of Estimates and Basis of Accounting
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
The financial statements are prepared under the accrual basis of accounting.
Investment Valuation
Investments are reported at fair value. Fully benefit-responsive investment contracts held by a defined contribution plan are reported at fair value in the Plan’s statement of net assets available for benefits with a corresponding adjustment to reflect these investments at contract value. Contract value is the relevant measurement attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The contract value represents contributions plus earnings, less participant withdrawals and administrative expenses.
Recent Accounting Pronouncements
In September 2010, the Financial Accounting Standards Board (FASB) issued changes to reporting and disclosure requirements for loans to participants. Participant loans are required to be measured at their unpaid principal balance plus any accrued but unpaid interest, and classified as notes receivable from participants. Previously, loans were measured at fair value and classified as investments. The changes are effective for the fiscal year ended December 31, 2010, and are required to be applied retrospectively. There were no changes to the value of participant loans from the amount previously reported as of December 31, 2009. Participant loans have been reclassified to notes receivable from participants as of December 31, 2009.
In January 2010, the FASB issued changes to disclosure requirements for fair value measurements, including the amount of transfers between Levels 1 and 2 of the fair value hierarchy, the reasons for transfers in or out of Level 3 of the fair value hierarchy, and activity for recurring Level 3 measures. In addition, the changes clarify certain disclosure requirements related to the level at which fair value disclosures should be disaggregated with separate disclosures of purchases, sales, issuances and settlements, and the requirement to provide disclosures about valuation techniques and inputs used in determining the fair value of assets or liabilities classified as Level 2 or 3. The Plan adopted the disclosure changes effective January 1, 2010, except for the disaggregated Level 3 rollforward disclosures, which will be effective for fiscal year 2011. The adoption of these changes did not have a material impact on the Plan’s net assets available for benefits or its changes in net assets available for benefits.

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Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Notes to Financial Statements (continued)
2. Description of the Plan
The Allegheny Ludlum Corporation Personal Retirement and 401(k) Savings Account Plan (the Plan) is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
The purpose of the Plan is to provide retirement benefits to eligible employees of Allegheny Ludlum Corporation (ALC) and effective July 2007, eligible employees of the Albany, Oregon location of Oregon Metallurgical Corporation (Oremet) through company contributions, and to encourage employee thrift by permitting eligible employees to defer a part of their compensation and contribute such deferral to the Plan. ALC and Oremet are wholly owned subsidiaries of Allegheny Technologies Incorporated (ATI, the Plan Sponsor). ALC contributes to the Plan $0.50 per hour worked per eligible union employee. With respect to eligible Oremet employees, effective September 2007 and each September thereafter, Oremet will contribute the sum of $100 multiplied by an employee’s years of service; and Oremet will contribute $15,000 to the account of each eligible employee who retires during the scheduled term of the collective bargaining agreement beginning July 1, 2007 (subject to a maximum of 46 employees over the term of the contract and a maximum of 14 employees per contract year). Unless otherwise specified by the participant, contributions are made to the QDIA (Qualified Default Investment Alternative), The Vanguard Target Retirement Fund that most closely matches the participants 65th birthday date (e.g. Vanguard Target Retirement Income 2020 Fund). Such contributions are made only from current income or accumulated earnings of the Plan Sponsor. The Plan allows participants to direct their contributions, and contributions made on their behalf to any of the investment alternatives. The Plan allows employees to contribute a portion of eligible wages each pay period through payroll deductions subject to Internal Revenue Code limitations. Additionally, ALC employees’ annual pretax profit sharing award and pretax Longevity Incentive Payment Plan award may be contributed at the employees’ discretion as their deferral.
Separate accounts are maintained by the Plan Sponsor for each participating employee. Trustee fees and asset management fees charged by the Plan’s trustee, Mercer Trust Company, for the administration of all funds are charged against net assets available for benefits of the respective fund. Certain other expenses of administering the Plan are paid by the Plan Sponsor. Participants may make “in-service” and hardship withdrawals as outlined in the plan document. Participants are fully vested in their entire participant account.
Active employees can borrow up to 50% of their vested account balances minus any outstanding loans. The loan amounts are further limited to a minimum of $500 and a maximum of $50,000, and an employee can obtain no more than three loans at one time. Interest rates are determined based on commercially accepted criteria, and payment schedules vary based on the type of the loan. General-purpose loans are repaid over 6 to 60 months, and primary residence loans are repaid over periods up to 180 months. Payments are made by payroll deductions.

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Table of Contents

Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Further information about the Plan, including eligibility, vesting, contributions, and withdrawals, is contained in the plan document, summary plan description, and related contracts. Copies of these documents are available from the Plan Sponsor.
3. Investments
The BNY Mellon Stable Value Fund (the Fund) invests in guaranteed investment contracts (GICs) and actively managed structured or synthetic investment contracts (SICs). The GICs are promises by a bank or insurance company to repay principal plus a fixed rate of return through contract maturity. SICs differ from GICs in that there are specific assets supporting the SICs and these assets are owned by the Plan. The bank or insurance company issues a wrapper contract that allows participant-directed transactions to be made at contract value. The assets supporting the SICs are comprised of government agency bonds, corporate bonds, asset-backed securities (ABOs), a common collective trust (CCT) and collateralized mortgage obligations (CMOs).
Interest crediting rates on the GICs in the Fund are determined at the time of purchase. The Fund had no GIC investments for the periods presented. Interest crediting rates on the SICs are either: (1) set at the time of purchase for a fixed term and crediting rate, (2) set at the time of purchase for a fixed term and variable crediting rate, or (3) set at the time of purchase and reset monthly within a “constant duration.” A constant duration contract may specify a duration of 2.5 years, and the crediting rate is adjusted monthly based upon quarterly rebalancing of eligible 2.5 year duration investment instruments at the time of each resetting; in effect the contract never matures.
Average yields for all fully benefit-responsive investment contracts for the years ended December 31, 2010 and 2009 were as follows:
                 
    Years Ended December 31
    2010   2009
     
Based on actual earnings
    3.01 %     3.67 %
Based on interest rate credited to participants
    2.90 %     3.55 %
Although it is management’s intention to hold the investment contracts in the Fund until maturity, certain investment contracts provide for adjustments to contract value for withdrawals made prior to maturity.

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Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Notes to Financial Statements (continued)
3. Investments (continued)
Certain investments are subject to restrictions or limitations if the Plan Sponsor decided to entirely exit an investment. Investments in registered investment companies and the investment may require at least 30 days prior notice to completely withdraw from the investments. The targeted date fund investments held in common collective trusts currently do not require the prior approval of the investment manager if the Plan Sponsor decides to entirely exit these investments, but prior trade date notification is necessary to effect timely securities settlement or delivery of an investment’s liquidation and transfer to another investment.
The following presents investments that represent 5% or more of the Plan’s net assets:
                 
    December 31
    2010   2009
     
Allegheny Technologies Incorporated common stock
  $ 27,022,843     $ 23,309,664  
Prudential Core Conservative Intermediate Bond Fund**,***
    19,019,640        
Vanguard Target Retirement 2020 Fund**
    11,141,508        
EB Temporary Investment Fund of Bank of New York Mellon**
    10,935,311       6,679,640  
BlackRock Asset-Backed Securities Index Fund***, *
    6,567,369       13,625,284  
BlackRock Mortgage-Backed Securities Index Fund***, *
    6,065,992       8,985,969  
State Street Global Advisors Target Retirement Income 2020 SL Series Fund *
          8,611,875  
 
*   Current year presented for comparative purposes only
 
**   Prior year presented for comparative purposes only
 
***   Held within SICs
Investments in SICs at contract value that represent 5% of more of the Plan’s net assets were as follows:
                 
    December 31
    2010   2009
     
Monumental Life Ins. Co. Constant Duration SIC
  $ 18,916,868     $ 17,926,948  
Prudential Constant Maturity SIC**
    18,446,727        
State Street Bank Constant Duration SIC
    10,186,253       9,653,299  
Rabobank Constant Duration SIC*
          17,500,176  
 
*   Current year presented for comparative purposes only
 
**   Prior year presented for comparative purposes only

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Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Notes to Financial Statements (continued)
4. Fair Value Measurements
In accordance with accounting standards, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, and establishes a framework for measuring fair value.
The accounting standards establish a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.
Determination of Fair Value
Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon models that primarily use, as inputs, market-based or independently sourced market parameters, including yield curves, interest rates, volatilities, equity or debt prices, foreign exchange rates and credit curves. In addition to market information, models may also incorporate transaction details, such as maturity. Valuation adjustments, such as liquidity valuation adjustments, may be necessary when the Plan is unable to observe a recent market price for a financial instrument that trades in inactive (or less active) markets. Liquidity adjustments are not taken for positions classified within Level 1 (as defined below) of the fair value hierarchy.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
Valuation Hierarchy
The three levels of inputs to measure fair value are as follows:
Level 1 — Quoted prices in active markets for identical assets and liabilities.
Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

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Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Notes to Financial Statements (continued)
4. Fair Value Measurements (continued)
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Valuation Methodologies
The valuation methodologies used for assets and liabilities measured at fair value, including their general classification based on the fair value hierarchy, includes the following:
  Cash and cash equivalents — Where the net asset value (NAV) is a quoted price in a market that is active, it is classified within Level 1 of the valuation hierarchy. In certain cases, NAV is a quoted price in a market that is not active, or is based on quoted prices for similar assets and liabilities in active markets, and these investments are classified within Level 2 of the valuation hierarchy.
  Corporate common stocks — These investments are valued at the closing price reported on the major market on which the individual securities are traded. Substantially all other common stock is classified within Level 1 of the valuation hierarchy.
  Common collective trust funds — These investments are public investment vehicles valued using the NAV provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV is a quoted price in a market that is not active and classified within Level 2 of the valuation hierarchy.
  Registered investment companies — These investments are public investment vehicles valued using the NAV provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. Where the NAV is a quoted price in a market that is active, it is classified within Level 1 of the valuation hierarchy. In certain cases, NAV is a quoted price in a market that is not active, or is based on quoted prices for similar assets and liabilities in active markets, and these investments are classified within Level 2 of the valuation hierarchy.

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Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Notes to Financial Statements (continued)
4. Fair Value Measurements (continued)
  Corporate debt instruments, U.S. government and federal agency obligations, U.S. government-sponsored entity obligations, and other — Where quoted prices are available in an active market, the investments are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available for the specific security, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. When quoted market prices for the specific security are not available in an active market, they are classified within Level 2 of the valuation hierarchy.
  Synthetic investment contracts — Fair value is based on the underlying investments. The underlying investments include government agency bonds, corporate bonds, ABOs and CMOs. Because inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, synthetic investment contracts are classified within Level 2 of the valuation hierarchy.
The following tables present the financial instruments carried at fair value by caption on the statements of net assets available for benefits and by category of the valuation hierarchy (as described above). The Plan had no assets classified within Level 3 of the valuation hierarchy. There were no reclassifications of assets between levels of the valuation hierarchy for the periods presented.
Assets measured at fair value on a recurring basis:
                         
December 31, 2010   Level 1   Level 2   Total
     
Interest in registered investment companies (a)
  $ 71,809,353     $     $ 71,809,353  
Interest in synthetic investment contracts (b)
          58,384,997       58,384,997  
Corporate common stock (c)
    27,022,843             27,022,843  
Interest-bearing cash and cash equivalents
    10,935,311             10,935,311  
Interest in common collective trusts (d)
          1,567,292       1,567,292  
     
Total assets at fair value
  $ 109,767,507     $ 59,952,289     $ 169,719,796  
     
 
a)   This class includes approximately 30% U.S. equity funds, 8% non-U.S. equity funds, 10% balanced funds, 46% target date funds, and 6% fixed income funds.
 
b)   This class includes approximately 23% government and government agency bonds, 22% corporate bonds, 26% residential mortgage-backed securities, 11% commercial mortgage-backed securities, 4% short-term investments, and 14% asset-backed securities.
 
c)   Comprised of ATI common stock.
 
d)   This class includes approximately 100% fixed income funds.

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Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Notes to Financial Statements (continued)
4. Fair Value Measurements (continued)
                         
December 31, 2009   Level 1   Level 2   Total
     
Interest in registered investment companies (a)
  $ 29,056,745     $     $ 29,056,745  
Interest in synthetic investment contracts (b)
          61,833,238       61,833,238  
Corporate common stock (c)
    23,309,664             23,309,664  
Interest-bearing cash and cash equivalents
    6,679,640             6,679,640  
Interest in common collective trusts (d)
          33,076,306       33,076,306  
     
Total assets at fair value
  $ 59,046,049     $ 94,909,544     $ 153,955,593  
     
 
a)   This class includes approximately 48% U.S. equity funds, 18% non-U.S. equity funds, 23% balanced funds, and 11% fixed income funds.
 
b)   This class includes approximately 13% government agency bonds, 19% corporate bonds, 28% residential mortgage-backed securities, 14% commercial mortgage-backed securities, and 26% asset-backed securities.
 
c)   Comprised of ATI common stock.
 
d)   This class includes approximately 77% target date funds, 17% U.S. equity funds, 1% non-U.S. equity funds, and 5% fixed income funds.
5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service (IRS) dated July 25, 2003, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax-exempt. The Plan was most recently amended effective December 21, 2010.
The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2010, there are no uncertain positions taken or expected to be taken. The earliest tax year open to U.S. Federal examination is 2007.
6. Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. However, no such action may deprive any participant or beneficiary under the Plan of any vested right.

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Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Notes to Financial Statements (continued)
7. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risk such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
If the Plan were deemed to be in violation of ERISA or lose its tax exempt status, among other events, the issuers of the fully responsive investment contracts would have the ability to terminate the contracts and settle at an amount different from contract value.

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Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
EIN: 25-1792394 Plan: 005
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2010
         
Description   Current Value  
 
Interest-bearing cash and cash equivalents
       
EB Temporary Investment Fund of Bank of New York Mellon
  $ 10,935,311  
Adjustment from fair to book value
    (31,546 )
 
     
 
  $ 10,903,765  
 
       
Registered Investment Companies
       
Alliance Bernstein Small Mid Cap Value Fund
  $ 8,372,596  
American Funds Europacific Growth Fund
    4,975,886  
American Funds Growth Fund of America
    7,201,702  
MFS Value Fund
    1,810,186  
MSIF Small Company Growth Fund
    5,184,770  
Vanguard Target Retirement Income Fund
    683,789  
Vanguard Target Retirement 2010 Fund
    1,145,705  
Vanguard Target Retirement 2015 Fund
    6,896,963  
Vanguard Target Retirement 2020 Fund
    11,141,508  
Vanguard Target Retirement 2025 Fund
    5,903,858  
Vanguard Target Retirement 2030 Fund
    3,791,890  
Vanguard Target Retirement 2035 Fund
    1,814,047  
Vanguard Target Retirement 2040 Fund
    743,475  
Vanguard Target Retirement 2045 Fund
    881,781  
Vanguard Target Retirement 2050 Fund
    61,750  
Vanguard FTSE All-World ex-US Index Fund
    436,139  
Vanguard Institutional Index Fund
    6,030,817  
Vanguard Total Bond Index Fund
    3,491,551  
Vanguard Inflation Protected Securities Fund
    900,012  
Federated Money Market Fund
    5,533  
 
     
 
    71,473,958  
 
       
Self-directed accounts
       
AIM Energy Fund
    11,683  
Fidelity Emerging Europe Mid
    15,453  
Fidelity Select Cyclical I
    10,421  
Fidelity Select Industrial Ma
    12,271  
Fidelity Select Natural Resources
    15,821  
Permanent Portfolio Fund
    29,835  
T Rowe Price Emerging Markets Stock
    22,873  
US Global Resources Fund
    25,505  
Fidelity Focus Stock Fund
    21,811  
Aberdeen Asia Bond Institutional
    14,720  
Matthews Asia Pacific Eq
    13,909  
Matthews India Fund
    13,844  
T. Rowe Price Health Sciences
    16,734  

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Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
EIN: 25-1792394 Plan: 005
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2010
         
Description   Current Value  
 
T. Rowe Price New Asia
    42,448  
Vanguard Wellington Fund
    24,737  
All other self-directed investments under $10,000
    43,355  
Cash Balance Liability
    (25 )
 
     
Total self-directed accounts
    335,395  
 
     
Total registered investment companies
  $ 71,809,353  
 
     
 
       
Corporate Common Stock
       
Allegheny Technologies Incorporated*
  $ 27,022,843  
 
     
 
       
Common Collective Trusts
       
BNY Mellon Stable Value Fund
  $ 1,567,292  
Adjustment from fair to book value
    (27,848 )
 
     
 
  $ 1,539,444  
 
     
 
       
Fixed Maturity Synthetic Contracts
       
CMBS, BACM 2002-2 A3
  $ 613,850  
CMBS, BACM 2005-3 A3A
    770,391  
Freddie Mac, FHR 2760 EB
    139,523  
Freddie Mac, FHR 2786 PC
    48,897  
Freddie Mac, FHR 2865 PQ
    335,245  
Freddie Mac, FHR 2866 XD
    292,839  
Freddie Mac, FHR 2870 BD
    235,339  
Freddie Mac, FHR 2888 OW
    186,032  
GNMA Project Loans, GNR 06-51 A
    584,971  
Auto Valet 2008-2 A3A
    564,274  
Bank of America, N.A. Wrap contract
    (128,144 )
 
     
Bank of America, N.A. Fixed Maturity Synthetic Contract 03-040
    3,643,217  
 
CMBS, CDCMT 2002-FX1D1
    619,389  
Rate Redu Bonds, CNP 05-A A2
    525,212  
Freddie Mac, FHR 2631 LB
    69,135  
Freddie Mac, FHR 2778 KR
    75,115  
Freddie Mac, FHR 2981 NB
    17,785  
Freddie Mac, FHR 2891 NB
    615,238  
CMBS, MLMT 05-CIP1 A2
    891,791  
CMBS, MLMT 05-CKI1 A2
    280,756  
CMBS, CD05-CD1 A2 FX
    285,635  
State Street Bank Wrap contract
    (86,393 )
 
     

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Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
EIN: 25-1792394 Plan: 005
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2010
         
Description   Current Value  
 
State Street Bank Fixed Maturity Synthetic Contract 105028
    3,293,663  
 
       
CMBS, BSCMS 05-T18 A2
    277,643  
Freddie Mac, FHR 2763 PC
    91,511  
Freddie Mac, FHR 2921 NV
    236,198  
Freddie Mac, FHR 2934 OC
    343,029  
CMBS, JPMCC 05-LDP2 A2
    66,325  
Natixis Financial Products Wrap contract
    (18,330 )
 
     
Natixis Financial Products Fixed Maturity Synthetic Contract #1245-01
    996,376  
 
     
Total Fixed Maturity Synthetic Contracts
  $ 7,933,256  
 
     
 
       
Variable Rate Synthetic Contracts
       
Natixis Financial Products
  $ 1,200,418  
Natixis Wrap contract
    (14,393 )
 
     
Total Variable Rate Synthetic Contracts
  $ 1,186,025  
 
     
 
       
Constant Duration Synthetic Contracts
       
BlackRock, 1-3 Year Government Bond Index Fund
  $ 1,671,522  
BlackRock, 1-3 Year Credit Bond Index Fund
    2,957,000  
BlackRock, Asset-Backed Sec Index Fund
    4,268,790  
BlackRock, Comm Mortgage-Backed Sec Fund
    796,326  
BlackRock, Int Term Credit Bond Index Fund
    3,493,221  
BlackRock, Int Term Government Bond Index Fund
    1,551,787  
BlackRock Global Investors, Long Term Government Bond Index Fund
    817,689  
BlackRock, Mortgage-Backed Sec Index Fund
    3,942,895  
Monumental Life Ins. Co. Wrap contract
    (582,362 )
 
     
Monumental Life Ins. Co. Constant Duration Synthetic Contract MDA00895TR
    18,916,868  
 
       
Prudential Core Conservative Intermediate Bond Fund
    19,019,640  
Prudential Wrap Contract
    (572,913 )
 
     
Prudential Constant Duration Synthetic Contract GA 62215
    18,446,727  
 
       
BlackRock, 1-3 Year Government Bond Index Fund
    900,052  
BlackRock, 1-3 Year Credit Bond Index Fund
    1,592,231  
BlackRock, Asset-Backed Sec Index Fund
    2,298,579  
BlackRock, Comm Mortgage-Backed Sec Fund
    428,791  
BlackRock, Int Term Credit Bond Index Fund
    1,880,965  
BlackRock, Int Term Government Bond Index Fund
    835,577  
BlackRock, Long Term Government Bond Index Fund
    440,294  
BlackRock, Mortgage-Backed Sec Index Fund
    2,123,097  

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Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
EIN: 25-1792394 Plan: 005
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2010
         
Description   Current Value  
 
State Street Bank Wrap contract
    (313,333 )
 
     
State Street Bank Constant Duration Synthetic Contract 107073
    10,186,253  
 
     
Total Constant Duration Synthetic Contracts
  $ 47,549,848  
 
     
 
Participant loans* (4.25% to 9.25%, with maturities through 2024)
  $ 6,300,016  
 
     
 
*   Party-in-interest

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Table of Contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the administrators of the Plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
             
    ALLEGHENY TECHNOLOGIES INCORPORATED
 
           
    ALLEGHENY LUDLUM CORPORATION PERSONAL RETIREMENT AND 401(K) SAVINGS ACCOUNT PLAN    
 
           
Date: June 28, 2011
  By:   /s/ Karl D. Schwartz    
 
           
 
      Karl D. Schwartz    
 
      Controller and Principal Accounting Officer    
 
      (Principal Accounting Officer and Duly Authorized Officer)    

17