Authorized preferred stock may be issued in one or more series, with designations, powers and preferences as shall be designated by the Board of Directors. At December 31, 2011, there were no shares of preferred stock issued.

On November 1, 2007, the Company's Board of Directors approved a share repurchase program of $500 million. In September 2011, the Board of Directors terminated this share repurchase program. Under the program, a total of 6,837,000 shares had been purchased in open market transactions at a cost of $339.5 million. There were no share repurchases under this program in 2011, 2010, or 2009.

The Company sponsors three principal share-based incentive compensation programs. During 2007, the Company adopted the Allegheny Technologies Incorporated 2007 Incentive Plan (the “Incentive Plan”), which was amended and restated in 2010. Awards earned under share-based incentive compensation programs are generally paid with shares held in treasury, if sufficient treasury shares are held, and any additional required share payments are made with newly issued shares. At December 31, 2011, approximately 1.0 million shares of common stock were available for future awards under the Incentive Plan. The general terms of each arrangement granted under the Incentive Plan, and predecessor plans, the method of estimating fair value for each arrangement, and award activity is reported below.

Stock option awards: The Company ceased granting stock options to employees in 2003 and to non-employee directors in 2006. As of December 31, 2011, there were no unvested stock option awards.

Stock option transactions under the Company's plans for the years ended December 31, 2011, 2010, and 2009 are summarized as follows:

	2011			2010			2009
(shares in thousands)	Number of shares	Weighted Average Exercise Price		Number of shares	Weighted Average Exercise Price		Number of shares	Weighted Average Exercise Price
Outstanding, beginning of year	600	$	8.11	701	$	9.01	823	$	9.96
Granted	-		-	-		-	-		-
Exercised	(171)		9.53	(98)		14.21	(76)		11.43
Cancelled	(2)		16.52	(3)		18.09	(46)		21.99
Outstanding at end of year	427	$	7.51	600	$	8.11	701	$	9.01
Exercisable at end of year	427	$	7.51	600	$	8.11	701	$	9.01

Options outstanding at December 31, 2011 were as follows:

(shares in thousands, life in years)					Options Outstanding and Exercisable
Range of Exercise Prices					Number of Shares	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price
$	3.63	-	$	7.00	214	1.1		$	4.16
	7.01	-		10.00	164	0.8			7.26
	10.01	-		15.00	16	1.0			10.68
	15.01	-		20.00	23	0.2			16.30
	20.01	-		30.00	3	3.3			24.38
	30.01	-		72.46	7	4.3			72.46
					427	1.0		$	7.51

The aggregate intrinsic value of options outstanding and exercisable as of December 31, 2011 was $17.2 million. The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price on the last trading day of the fourth quarter of fiscal 2011 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2011.

Nonvested stock awards: Awards of nonvested stock are granted to employees, with either performance and/or service conditions. Awards of nonvested stock are also granted to non-employee directors, with service conditions. For nonvested stock awarded in 2009 and 2008, nonvested shares participate in cash dividends during the restricted period. For nonvested stock awarded in 2011 and 2010, dividend equivalents, whether in stock or cash form, are not paid until the underlying award vests.

The fair value of nonvested stock awards is measured based on the stock price at the grant date, adjusted for non-participating dividends, as applicable, based on the current dividend rate. For nonvested stock awards to employees in 2011, 2010, 2009, and 2008, under the Company's Performance/Restricted Stock Program (PRSP), one-half of the nonvested stock (“performance shares”) vests only on the attainment of an income target, measured over a cumulative three-year period. The remaining nonvested stock awarded to employees vests over a service period of five years, with accelerated vesting to three years if the performance shares' vesting criterion is attained. Expense for each of these awards is recognized based on estimates of attaining the performance criterion, including estimated forfeitures. As of December 31, 2011, the income statement metrics for the 2011 and 2010 awards were expected to be attained for the performance shares, and expense for both portions of the awards was recognized on a straight line basis based on a three-year vesting assumption. The income statement metric for the 2009 PRSP nonvested stock award comprising 547,870 shares was met as of December 31, 2011. At December 31, 2010, the three year performance metric for the 2008 PRSP nonvested stock award was not met, and 66,483 shares were forfeited. Expense for the remaining portion of 2008 PRSP award is being recognized over the five year service vesting period through February 2013.

In 2011, the Company made nonvested stock awards to certain executives under the Performance Equity Payment Program (PEPP). These stock awards have single year vesting if an income target is attained, and dividends on these nonvested shares are escrowed and paid in cash when and if the shares vest. Based on the Company's attainment of predetermined levels of earnings, 56,287 PEPP nonvested stock awards vested in 2011. On December 8, 2011, the Company announced the termination of the PEPP effective December 31, 2011, and no further awards will be made under this program.

Compensation expense related to all nonvested stock awards was $21.0 million in 2011, $12.9 million in 2010, and $6.2 million in 2009. In 2011, the retirements of certain senior executives resulted in the accelerated recognition of $3.4 million of nonvested stock compensation expense. The underlying shares for awards to employees who meet the retirement criteria retain their restrictions until the performance or service vesting conditions for the award periods are determined. Approximately $13.7 million of unrecognized fair value compensation expense relating to nonvested stock awards is expected to be recognized through 2013 based on estimates of attaining performance vesting criteria, including estimated forfeitures. Activity under the Company's nonvested stock awards for the years ended December 31, 2011, 2010 and 2009 were as follows:

(Shares in thousands, $ in millions)	2011			2010			2009
	Number of shares	Weighted Average Grant Date Fair Value		Number of shares	Weighted Average Grant Date Fair Value		Number of shares	Weighted Average Grant Date Fair Value
Nonvested, beginning of year	976	$	33.3	740	$	26.9	281	$	25.7
Granted	319		19.5	400		17.0	590		13.7
Vested	(616)		(16.3)	(78)		(4.3)	(105)		(10.7)
Forfeited	(2)		(0.1)	(86)		(6.3)	(26)		(1.8)
Nonvested, end of year	677	$	36.4	976	$	33.3	740	$	26.9

Total shareholder return incentive compensation program (“TSRP”) awards: Awards under the TSRP are granted at a target number of shares, and vest based on the measured return of the Company's stock price and dividend performance at the end of three-year periods as compared to the stock price and dividend performance of a group of industry peers. In 2011, the Company established a 2011-2013 TSRP, with 211,029 shares as the target award level. The actual number of shares awarded may range from a minimum of zero to a maximum of three times target. Fair values for the TSRP awards were estimated using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over three-year time horizons matching the TSRP performance periods. Compensation expense was $26.5 million in 2011, $14.9 million in 2010, and $14.5 million in 2009 for the fair value of TSRP awards. The above amount includes recognition of $5.0 million expense in 2011 that, due to continuing consulting arrangements with the Company, three former senior executives may become entitled to all TSRP shares awarded to them for the 2009-2001 and 2010-2012 TSRP awards.

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

(Shares in thousands, $ in millions)
TSRP Award Performance Period	TSRP Award Fair Value		December 31, 2011 Unrecognized Compensation Expense		Minimum Shares	Target Shares	Maximum Shares
2009 - 2011	$	20.5		-	-	400	1,200
2010 - 2012	$	26.1		10.4	-	228	685
2011 - 2013	$	20.5		14.1	-	161	482
Total			$	24.5	-	789	2,367

An award was earned for the 2009-2011 TSRP performance period based on the Company's stock price and dividend performance for the three-year period ended December 31, 2011 relative to the peer group, which resulted in the issuance of 828,970 shares of stock to participants in the 2012 first quarter.

Stockholders' equity includes undistributed earnings of investees accounted for under the equity method of accounting of approximately $31 million at December 31, 2011.