11-K 1 l42953e11vk.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 TECHNOLOGIES RETIREMENT SAVINGS PLAN

 
(Title of Plan)

ALLEGHENY TECHNOLOGIES INCORPORATED

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

1000 Six PPG Place, Pittsburgh, Pennsylvania 15222-5479

(Address of Plan and principal executive offices of Issuer)
 
 

 


Table of Contents

Audited Financial Statements and Supplemental Schedule
Allegheny Technologies Retirement Savings Plan
Years Ended December 31, 2010 and 2009
With Report of Independent Registered Public Accounting Firm

 


 

Allegheny Technologies Retirement Savings 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 Technologies Retirement Savings 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 Technologies Retirement Savings Plan
Statements of Net Assets Available for Benefits
                 
    December 31    
    2010   2009
       
Investments at fair value:
               
Interest in registered investment companies
  $ 173,468,134     $ 86,510,639  
Interest in synthetic investment contracts
    85,820,716       96,691,920  
Corporate common stocks
    28,165,444       24,860,857  
Interest-bearing cash and cash equivalents
    16,064,166       10,446,108  
Interest in common collective trusts
    2,303,779       58,703,216  
       
Total investments at fair value
    305,822,239       277,212,740  
 
               
Notes receivable from participants
    3,674,030       3,472,651  
Contributions receivable
    12,903       9,136  
       
 
    3,686,933       3,481,787  
       
Net assets available reflecting investments at fair value
    309,509,172       280,694,527  
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    (2,609,478 )     (1,008,884 )
       
Net assets available for benefits
  $ 306,899,694     $ 279,685,643  
       
See accompanying notes.

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Allegheny Technologies Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
                 
    Years Ended December 31
    2010   2009
       
Contributions:
               
Employer
  $ 7,775,975     $ 8,086,315  
Employee
    7,390,554       7,336,340  
Rollovers
    558,049       351,778  
       
Total contributions
    15,724,578       15,774,433  
 
               
Interest income on notes receivable from participants
    201,901       205,661  
 
               
Investment income:
               
Net gain from interest in registered investment companies
    20,627,222       20,857,133  
Net gain on corporate common stocks
    6,610,304       10,684,342  
Net gain from interest in common collective trusts
    1,296,358       10,531,685  
Interest income
    1,004,971       1,357,720  
Dividend income
    285       124  
Other
    2,573,950       3,254,827  
       
Total investment income
    32,113,090       46,685,831  
       
 
    48,039,569       62,665,925  
 
               
Distributions to participants
    (20,333,435 )     (11,404,618 )
Administrative expenses and other, net
    (492,083 )     (711,643 )
       
 
    (20,825,518 )     (12,116,261 )
       
 
               
Net increase in net assets available for benefits
    27,214,051       50,549,664  
Net assets available for benefits at beginning of year
    279,685,643       229,135,979  
       
Net assets available for benefits at end of year
  $ 306,899,694     $ 279,685,643  
       
See accompanying notes.

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Allegheny Technologies Retirement Savings 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 Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
2. Description of the Plan
The Allegheny Technologies Retirement Savings Plan (the Plan) is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
The purpose of the Plan is to provide retirement benefits to eligible employees through Company contributions and to encourage employee thrift by permitting eligible employees to defer a part of their compensation and contribute such deferral to the Plan. The Plan allows employees to contribute a portion of eligible wages each pay period through payroll deductions subject to Internal Revenue Code limitations. Depending on participants’ years of service, qualifying employee contributions are matched by the respective employing companies, which are Allegheny Technologies Incorporated (ATI, the Plan Sponsor) and affiliates of ATI, up to 4% of participants’ salary. In addition, the respective employing companies contribute 6.5% of participants’ monthly pensionable earnings, as described in the Plan, and in addition contribute $43.34 per month per participant. With respect to participants who are members of the Salaried Union Office & Technical (Local 1196-1) Agreement, the Plan was amended on January 1, 2004, to provide an employer contribution of $0.50 for each hour worked by the participant, and on June 1, 2004, to provide that the employer match and the employer contributions of 6.5% of participants’ monthly pensionable earnings and $43.34 per month were eliminated. The Plan allows participants to direct their contributions, and contributions made on their behalf, to any of the investment alternatives. 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).
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.
Active employees can borrow up to 50% of their vested account balances minus any outstanding loans. The loan amounts are further limited to a minimum of $1,000 and a maximum of $50,000, and an employee can obtain no more than three loans at one time. Interest rates are determined based on commercially accepted criteria, and payment schedules vary based on the type of the loan. General purpose loans are repaid over 6 to 60 months, and primary residence loans are repaid over periods up to 180 months. Payments are made by payroll deductions.
Further information about the Plan, including eligibility, vesting, contributions, and withdrawals, is contained in the plan documents, summary plan description, and related contracts. These documents are available from the Plan Sponsor.

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Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
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 were 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.
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.

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Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The following presents investments that represent 5% or more of the Plan’s net assets:
                 
    December 31
    2010   2009
       
Allegheny Technologies Incorporated common stock
  $ 28,165,444     $ 24,860,857  
Prudential Core Conservative Intermediate Bond Fund*,***
    27,957,168        
American Funds Growth Fund of America
    23,152,297       21,630,910  
Alliance Bernstein Small Mid Cap Value Fund
    19,646,199       15,194,696  
EB Temporary Investment Fund of Bank of New York Mellon *
    16,064,166       10,446,108  
Vanguard Institutional Index Fund*
    16,010,060        
MSIF Small Company Growth Fund*
    15,353,658       8,377,664  
American Funds Europacific Growth Fund**
    14,154,489       14,083,886  
BlackRock Asset-Backed Securities Index Fund***, **
    9,653,444       21,306,579  
BlackRock Mortgage-Backed Securities Index Fund***, **
    8,916,465       14,051,837  
State Street Global Advisors S&P 500 Flagship SL Fund**
          14,094,515  
 
*   Prior year presented for comparative purposes only
 
**   Current year presented for comparative purposes only
 
***   Held within SICs
Investments in SICs at contract value that represent 5% or more of the Plan’s net assets were as follows:
                 
    December 31
    2010   2009
     
Monumental Life Ins. Co. Constant Duration SIC
  $ 27,806,101     $ 28,033,321  
Prudential Constant Maturity SIC*
    27,115,036        
State Street Constant Duration SIC**
    14,972,879       15,095,377  
Rabobank Constant Duration SIC**
          27,365,955  
 
*   Prior year presented for comparative purposes only
 
**   Current year presented for comparative purposes only

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Allegheny Technologies Retirement Savings 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.
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.

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Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
4. Fair Value Measurements (continued)
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.
 
  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.

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Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
4. Fair Value Measurements (continued)
  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 fair value 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)
  $ 173,468,134     $     $ 173,468,134  
Interest in synthetic investment contracts (b)
          85,820,716       85,820,716  
Corporate common stock (c)
    28,165,444             28,165,444  
Interest-bearing cash and cash equivalents
    16,064,166             16,064,166  
Interest in common collective trusts (d)
          2,303,779       2,303,779  
     
Total assets at fair value
  $ 217,697,744     $ 88,124,495     $ 305,822,239  
         
 
a)   This class includes approximately 37% U.S. equity funds, 10% non-U.S. equity funds, 13% balanced funds, 31% target date funds, and 9% 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 Technologies Retirement Savings 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)
  $ 86,510,639     $     $ 86,510,639  
Interest in synthetic investment contracts (b)
          96,691,920       96,691,920  
Corporate common stock (c)
    24,860,857             24,860,857  
Interest-bearing cash and cash equivalents
    10,446,108             10,446,108  
Interest in common collective trusts (d)
          58,703,216       58,703,216  
         
Total assets at fair value
  $ 121,817,604     $ 155,395,136     $ 277,212,740  
         
 
a)   This class includes approximately 43% U.S. equity funds, 19% non-U.S. equity funds, 25% balanced funds, and 13% 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 70% target date funds, 24% U.S. equity funds, 2% non-U.S. equity funds, and 4% fixed income funds.
5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service (IRS) dated August 4, 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 that 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 & March 31, 2011.
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.

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Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
6. Plan Termination
Although it has not expressed any intent to do so, the employing companies have the right under the Plan to discontinue their contributions at any time and to terminate their respective participation in 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.
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 Technologies Retirement Savings Plan
EIN: 25-1792394      Plan: 004
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
  $ 16,064,166  
Adjustment from fair to book value
    (46,370 )
 
     
 
  $ 16,017,796  
 
     
 
       
Registered Investment Companies
       
Alliance Bernstein Small Mid Cap Value Fund
  $ 19,646,199  
American Funds Europacific Growth Fund
    14,154,489  
American Funds Growth Fund of America
    23,152,297  
MFS Value Fund
    9,207,529  
MSIF Small Company Growth Fund
    15,353,658  
Vanguard Total Bond Index Fund
    10,982,741  
Vanguard Inflation Protected Securities Fund
    4,678,003  
Vanguard Target Retirement Income Fund
    1,922,180  
Vanguard Target Retirement 2010 Fund
    2,224,990  
Vanguard Target Retirement 2015 Fund
    8,749,942  
Vanguard Target Retirement 2020 Fund
    13,717,699  
Vanguard Target Retirement 2025 Fund
    9,889,627  
Vanguard Target Retirement 2030 Fund
    7,497,011  
Vanguard Target Retirement 2035 Fund
    3,694,872  
Vanguard Target Retirement 2040 Fund
    1,970,170  
Vanguard Target Retirement 2045 Fund
    2,819,282  
Vanguard Target Retirement 2050 Fund
    1,107,772  
Vanguard FTSE All-Word ex-US Index Fund
    1,719,657  
Vanguard Institutional Index Fund
    16,010,060  
Federated Money Market Fund
    267,690  
 
     
 
    168,765,868  
 
       
Self-directed accounts
       
American Century Equity Growth Fund
    44,439  
Federated Kaufmann Fund Class K
    221,935  
Gamco Growth Fund
    40,459  
Janus Enterprise Fund
    81,206  
Janus Global Technology Fund
    30,696  
Janus Global Life Sciences Fund
    30,671  
Janus Growth & Income Fund
    97,347  
Janus Mercury Fund
    51,810  
Janus Twenty Fund
    44,999  
Janus Worldwide Fund
    59,985  
Jensen Portfolio
    54,547  
Oakmark Equity & Income Fund
    60,706  
OTC Profund
    69,101  
Vanguard Bond Index Fund
    106,357  
AIM Global Health Care Fund
    70,781  
Dreyfus Premier Technology
    55,618  

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Allegheny Technologies Retirement Savings Plan
EIN: 25-1792394      Plan: 004
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2010
         
Description   Current Value  
 
Fidelity Canada Fund
    51,997  
Fidelity Spartan International Index Fund
    165,045  
Fidelity Spartan 500 Index Fund
    185,688  
Fidelity International Growth Fund
    84,307  
Fidelity Leveraged Company Stock Fund
    82,109  
Fidelity Nordic Countries
    42,146  
Fidelity Select Software Fund
    62,054  
Fidelity Select Technology Portfolio Fd
    46,265  
Fidelity Small Cap Selector Fund
    46,243  
Harbor International Fund
    33,768  
Icon Materials Fund
    35,793  
Janus Fund
    38,359  
Janus Orion Fund
    191,245  
Janus Mid Cap Value Fund
    33,180  
Janus Strategic Value Fund
    67,074  
Lazard Emerging Markets Portfolio
    48,289  
Loomis Sayles Bond Fund
    70,651  
Marsico Growth & Income Fund
    48,209  
Pimco All Asset All Authority Fund
    59,005  
Pimco Commodity Real Return Strategy Fund
    31,533  
Pimco Total Return Fund
    40,355  
RS Core Equity Fund
    32,262  
Rydex Dynamic Tempest 50
    38,452  
Scout International Fund
    221,741  
T. Rowe Price Latin America
    83,683  
T. Rowe Price Science and Technology Fund
    52,677  
Vanguard Small-Cap Value Index Fund
    100,470  
Vanguard Special Energy Fund
    129,117  
Vanguard Special Portfolio
    63,894  
Vanguard Special Utility Index Fund
    120,652  
Vanguard Wellington Fund
    77,873  
Vanguard Windsor II Fund
    97,506  
Wells Fargo Advantage
    130,135  
All other self-directed investments under $30,000
    969,898  
Cash balance liability
    (66 )
 
     
Total Self-Directed Accounts
    4,702,266  
 
     
Total Registered Investment Companies
  $ 173,468,134  
 
     
 
       
Corporate Common Stock
       
Allegheny Technologies Incorporated*
  $ 28,165,444  
 
     
 
Common Collective Trusts
       
BNY Mellon Stable Value Fund
  $ 2,303,779  
Adjustment from fair to book value
    (40,934 )
 
     
 
  $ 2,262,845  
 
     

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Allegheny Technologies Retirement Savings Plan
EIN: 25-1792394      Plan: 004
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2010
         
Description   Current Value  
 
Fixed Maturity Synthetic Contracts
       
CMBS, BACM 2002-2 A3
  $ 902,305  
CMBS, BACM 2005-3 A3A
    1,132,405  
Freddie Mac, FHR 2760 EB
    205,086  
Freddie Mac, FHR 2786 PC
    71,874  
Freddie Mac, FHR 2865 PQ
    492,780  
Freddie Mac, FHR 2866 XD
    430,447  
Freddie Mac, FHR 2870 BD
    345,927  
Freddie Mac, FHR 2888 OW
    273,451  
GNMA Project Loans, GNR 06-51 A
    859,855  
Auto Valet 2008-2 A3A
    829,433  
Bank of America, N.A. Wrap contract
    (188,360 )
 
     
Bank of America, N.A. Fixed Maturity Synthetic Contract 03-040
    5,355,203  
 
       
CMBS, CDCMT 2002-FX1D1
    910,448  
Rate Redu Bonds, CNP 05-A A2
    772,015  
Freddie Mac, FHR 2631 LB
    101,622  
Freddie Mac, FHR 2778 KR
    110,413  
Freddie Mac, FHR 2981 NB
    26,142  
Freddie Mac, FHR 2891 NB
    904,345  
CMBS, MLMT 05-CIP1 A2
    1,310,852  
CMBS, MLMT 05-CKI1 A2
    412,686  
CMBS, CD05-CD1 A2 FX
    419,858  
State Street Bank Wrap contract
    (126,992 )
 
     
State Street Bank Fixed Maturity Synthetic Contract 105028
    4,841,389  
 
       
CMBS, BSCMS 05-T18 A2
    408,111  
Freddie Mac, FHR 2763 PC
    134,513  
Freddie Mac, FHR 2921 NV
    347,189  
Freddie Mac, FHR 2934 OC
    504,221  
CMBS, JPMCC 05-LDP2 A2
    97,492  
Natixis Financial Products Wrap contract
    (26,943 )
 
     
Natixis Financial Products Fixed Maturity Synthetic Contract #1245-01
    1,464,583  
 
     
Total Fixed Maturity Synthetic Contracts
  $ 11,661,175  
 
     
 
       
Variable Rate Synthetic Contracts
       
Natixis Financial Products
  $ 1,764,507  
Natixis Wrap Contract
    (21,156 )
 
     
Total Variable Rate Synthetic Contracts
  $ 1,743,351  
 
     
 
       
Constant Duration Synthetic Contracts
       
BlackRock, 1-3 Year Government Bond Index Fund
  $ 2,456,988  

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Allegheny Technologies Retirement Savings Plan
EIN: 25-1792394      Plan: 004
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2010
         
Description   Current Value  
 
BlackRock, 1-3 Year Credit Bond Index Fund
    4,346,525  
BlackRock, Asset-Backed Sec Index Fund
    6,274,739  
BlackRock, Comm Mortgage-Backed Sec Fund
    1,170,528  
BlackRock, Int Term Credit Bond Index Fund
    5,134,722  
BlackRock, Int Term Government Bond Index Fund
    2,280,987  
BlackRock Global Investors, Long Term Government Bond Index Fund
    1,201,929  
BlackRock, Mortgage-Backed Sec Index Fund
    5,795,702  
Monumental Life Ins. Co. Wrap contract
    (856,019 )
 
     
Monumental Life Ins. Co. Constant Duration Synthetic Contract MDA00413TR
    27,806,101  
 
       
Prudential Core Conservative Intermediate Bond Fund
    27,957,168  
Prudential Wrap Contract
    (842,132 )
 
     
Prudential Constant Duration Synthetic Contract GA 62215
    27,115,036  
 
       
BlackRock, 1-3 Year Government Bond Index Fund
    1,322,994  
BlackRock, 1-3 Year Credit Bond Index Fund
    2,340,438  
BlackRock, Asset-Backed Sec Index Fund
    3,378,705  
BlackRock, Comm Mortgage-Backed Sec Fund
    630,284  
BlackRock, Int Term Credit Bond Index Fund
    2,764,850  
BlackRock, Int Term Government Bond Index Fund
    1,228,224  
BlackRock, Long Term Government Bond Index Fund
    647,193  
BlackRock, Mortgage-Backed Sec Index Fund
    3,120,763  
State Street Bank Wrap contract
    (460,572 )
 
     
State Street Bank Constant Duration Synthetic Contract 107073
    14,972,879  
 
     
Total Constant Duration Synthetic Contracts
  $ 69,894,016  
 
     
 
       
Participant loans* (4.25% to 9.75%, with maturities through 2024)
  $ 3,674,030  
 
     
 
*   Party-in-interest

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

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