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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, 2009
 
       
 
  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, 2009 and 2008
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, 2009 and 2008
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, 2009 and 2008, 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, 2009 and 2008, 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, 2009, 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 Disclosures 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 25, 2010

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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  
    2009     2008  
Investments at fair value:
               
Interest in synthetic investment contracts
  $ 61,833,238     $ 59,770,163  
Interest in common collective trusts
    33,076,306       23,464,672  
Interest in registered investment companies
    29,056,745       21,133,927  
Corporate common stock
    23,309,664       13,529,239  
Interest-bearing cash and cash equivalents
    6,679,640       5,235,660  
Participant loans
    6,191,146       5,926,269  
     
Total investments at fair value
    160,146,739       129,059,930  
 
               
Employer contribution receivable
    15,201       331  
Employee contributions receivable
    10,530       2,836  
     
Net assets available reflecting investments at fair value
    160,172,470       129,063,097  
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    (645,169 )     3,887,281  
       
Net assets available for benefits
  $ 159,527,301     $ 132,950,378  
       
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  
    2009     2008  
Contributions:
               
Employer
  $ 1,890,645     $ 2,449,798  
Employee
    5,778,668       7,932,797  
Rollovers
    16,548        
     
Total contributions
    7,685,861       10,382,595  
 
               
Investment income (loss):
               
Net gain (loss) on corporate common stocks
    11,212,277       (19,100,929 )
Net gain (loss) from interest in registered investment companies
    7,307,187       (13,395,767 )
Net gain (loss) from interest in common collective trusts
    5,442,534       (8,750,911 )
Interest income
    1,216,893       1,602,259  
Other income
    1,976,115       1,797,301  
       
Total investment income (loss)
    27,155,006       (37,848,047 )
       
 
    34,840,867       (27,465,452 )
 
Distributions to participants
    (7,865,396 )     (8,072,564 )
Fees
    (398,548 )     (425 )
       
 
    (8,263,944 )     (8,072,989 )
       
 
Net increase (decrease) in net assets available for benefits
    26,576,923       (35,538,441 )
Net assets available for benefits at beginning of year
    132,950,378       168,488,819  
       
Net assets available for benefits at end of year
  $ 159,527,301     $ 132,950,378  
       
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, 2009
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 2009, the Financial Accounting Standards Board (FASB) issued changes to disclosure requirements to allow entities to use net asset value (NAV) per share (or its equivalent), as a practical expedient, to measure fair value when the investment does not have a readily determinable market value and the NAV is calculated in a manner consistent with investment company accounting. 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.
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 Levels 2 or 3. The Plan will adopt 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 is not expected to 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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Table of Contents

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, all contributions are made to the State Street Target Retirement Fund that most closely matches the participant’s 65th birthday date (e.g., State Street Target Retirement Income 2020 SL Series). 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), 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, 2009 and 2008 were as follows:
                 
    Years Ended December 31  
    2009     2008  
     
Based on actual earnings
    3.67 %     4.67 %
Based on interest rate credited to participants
    3.55 %     4.56 %
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 the investments. Investments in registered investment companies and the Fund require at least 30 days prior notice to completely withdraw from the investments. The targeted date fund investments held in common collective trusts currently require the prior approval of the investment manager if the Plan Sponsor decided to entirely exit these investments.

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Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account 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  
    2009     2008  
     
Allegheny Technologies Incorporated common stock
  $ 23,309,664     $ 13,529,239  
BlackRock Asset-Backed Securities Index Fund***
    13,625,284       11,009,138  
BlackRock Mortgage-Backed Securities Index Fund***
    8,985,969       8,264,724  
State Street Global Advisors Target Retirement Income 2020 SL Series Fund **
    8,611,875       5,949,435  
BlackRock Intermediate Term Credit Bond Index Fund*, ***
    4,536,284       10,018,773  
 
*   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  
    2009     2008  
     
Monumental Life Ins. Co. Constant Duration SIC
  $ 17,926,948     $ 16,894,727  
Rabobank Constant Duration SIC
    17,500,176       16,495,341  
State Street Bank Constant Duration SIC
    9,653,299       9,098,246  
Bank of America Fixed Maturity SIC*
    6,456,896       8,351,914  
State Street Bank Fixed Maturity SIC*
    5,712,573       6,926,808  
 
*   Current year presented for comparative purposes only
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.

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Table of Contents

Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Notes to Financial Statements (continued)
4. Fair Value Measurements (continued)
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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Table of Contents

Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account 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 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 Ludlum Corporation
Personal Retirement and 401(k) Savings Account 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.
  Loans to plan participants — valued at cost plus accrued interest, which approximates fair value and are classified within Level 2 of the valuation hierarchy.
The following tables present the financial instruments carried at fair value by caption on the statement 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, 2009   Level 1     Level 2     Total  
     
Interest in synthetic investment contracts (a)
  $     $ 61,833,238     $ 61,833,238  
Interest in common collective trusts (b)
          33,076,306       33,076,306  
Interest in registered investment companies (c)
    29,056,745             29,056,745  
Corporate common stock (d)
    23,309,664             23,309,664  
Interest-bearing cash and cash equivalents
    6,679,640             6,679,640  
Participant loans
          6,191,146       6,191,146  
     
Total assets at fair value
  $ 59,046,049     $ 101,100,690     $ 160,146,739  
     
 
a)   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.
 
b)   This class includes approximately 77% target date funds, 17% U.S. equity funds, 1% non-U.S. equity funds, and 5% fixed income funds.
 
c)   This class includes approximately 48% U.S. equity funds, 18% non-U.S. equity funds, 23% balanced funds, and 11% fixed income funds.
 
d)   Comprised of ATI common stock.

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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, 2008   Level 1     Level 2     Total  
     
Interest in synthetic investment contracts (a)
  $     $ 59,770,163     $ 59,770,163  
Interest in common collective trusts (b)
          23,464,672       23,464,672  
Interest in registered investment companies (c)
    21,133,927             21,133,927  
Corporate common stock (d)
    13,529,239             13,529,239  
Participant loans
          5,926,269       5,926,269  
Interest-bearing cash and cash equivalents
    4,072,880       1,162,780       5,235,660  
     
Total assets at fair value
  $ 38,736,046     $ 90,323,884     $ 129,059,930  
     
 
a)   This class includes approximately 11% government agency bonds, 17% corporate bonds, 33% residential mortgage-backed securities, 14% commercial mortgage-backed securities, and 25% asset-backed securities.
 
b)   This class includes approximately 73% target date funds, 21% U.S. equity funds and 6% fixed income funds.
 
c)   This class includes approximately 48% U.S. equity funds, 18% non-U.S. equity funds, 24% balanced funds, and 10% fixed income funds.
 
d)   Comprised of ATI common stock.
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 and restated effective June 1, 2009 to conform with certain provisions of the Pension Protection Act of 2006 and other regulations, and in January 2010 an Application for Determination was filed with the IRS with respect to said amendment and restatement.
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.
8. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
         
    December 31  
    2008  
Net assets available for benefits per the financial statements
  $ 132,950,378  
Deemed distribution of benefits to participants
    (296,703 )
 
     
Net assets available for benefits per the Form 5500
  $ 132,653,675  
 
     
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 2009:
         
Benefits paid to participants per the financial statements
  $ 7,865,396  
Subtract: Amounts allocated on Form 5500 to deemed distributions for the year ended December 31, 2008
    (296,703 )
 
     
Benefits paid to participants per the Form 5500
  $ 7,568,693  
 
     

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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, 2009
         
Description   Current Value  
Interest-bearing cash and cash equivalents
       
TBC Pooled Emp. Daily Fund
  $ 6,679,640  
Adjustment from fair to book value
    1,231  
 
     
 
  $ 6,680,871  
 
       
Registered Investment Companies:
       
Alliance Bernstein Small Mid Cap Value Fund
  $ 6,858,305  
American Funds Europacific Growth Fund
    4,979,188  
American Funds Growth Fund of America
    6,676,644  
MFS Value Fund
    2,365,154  
MSIF Small Company Growth Fund
    4,803,341  
Vanguard Total Bond Index Fund
    2,823,987  
Vanguard Inflation Protected Securities Fund
    283,338  
Federated Money Market Fund
    16,531  
 
     
 
    28,806,488  
 
       
Self-directed accounts:
       
Baron Small Cap Fund
    2,017  
CGM Mutual Fund
    4,514  
Pimco Commodity Real Return Strategy Fund
    3,800  
CGM Focus Fund
    3,200  
Fidelity Emerging Markets Fund
    8,006  
Fidelity China Region Fund
    7,036  
Fidelity Select Technology Portfolio Fund
    12,317  
Fidelity Select Pharmaceuticals Portfolio
    5,376  
Fidelity Select Energy Portfolio
    7,687  
Fidelity Select Natural Resources
    11,217  
Marsico 21st Century Fund
    8,852  
Permanent Portfolio Fund
    25,185  
T Rowe Price Emerging Markets Stock
    4,785  
US Global Resources Fund
    18,483  
Fidelity International Small Cap Fund
    3,709  
Fidelity Intl Capital Appreciation Fund
    3,703  
Fidelity Latin America Fund
    3,543  
Fidelity Focus Stock Fund
    9,260  
Invesco Energy Fund Class Y
    9,990  
Artio International Equity Fund II Class A
    6,139  
Matthews Asia Dividend Fund
    4,984  
Matthews China Fund
    8,301  
T. Rowe Price Health Sciences
    5,197  
T. Rowe Price New Asia
    20,757  
T. Rowe Price Latin America
    20,754  
T. Rowe Price Science & Technology
    5,180  
Royce European Small-Companies Fund Service Class
    3,954  
Vanguard Long-term U.S. Treasury Portfolio
    22,311  
 
     
Total self-directed accounts
    250,257  
 
     
Total registered investment companies
  $ 29,056,745  
 
     

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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, 2009
         
Description   Current Value  
Corporate Common Stock
       
Allegheny Technologies Incorporated*
  $ 23,309,664  
 
     
 
       
Common Collective Trusts
       
Mellon Stable Value Fund of the Bank of New York Mellon
  $ 1,485,785  
Adjustment from fair to book value
    (21,390 )
State Street Global Advisors Target Retirement Income SL Series Fund
    441,958  
State Street Global Advisors Target Retirement Income 2010 SL Series Fund
    1,348,223  
State Street Global Advisors Target Retirement Income 2015 SL Series Fund
    5,797,362  
State Street Global Advisors Target Retirement Income 2020 SL Series Fund
    8,611,875  
State Street Global Advisors Target Retirement Income 2025 SL Series Fund
    4,167,494  
State Street Global Advisors Target Retirement Income 2030 SL Series Fund
    2,613,216  
State Street Global Advisors Target Retirement Income 2035 SL Series Fund
    1,293,977  
State Street Global Advisors Target Retirement Income 2040 SL Series Fund
    632,679  
State Street Global Advisors Target Retirement Income 2045 SL Series Fund
    560,872  
State Street Global Advisors Target Retirement Income 2050 SL Series Fund
    50,675  
State Street Global Advisors S&P 500 Flagship SL Fund
    5,693,008  
State Street Global Advisors MSCI ACWI Ex US Index SL Series Fund
    379,182  
 
     
 
  $ 33,054,916  
 
     
 
       
Fixed Maturity Synthetic Contracts
       
CMBS, BACM 2002-2 A3
  $ 602,711  
CMBS, BACM 2005-3 A3A
    723,598  
Freddie Mac, FHR 2627 BU
    71,547  
Freddie Mac, FHR 2640 TL
    193,180  
Freddie Mac, FHR 2715 ND
    305,520  
Freddie Mac, FHR 2760 EB
    339,519  
Freddie Mac, FHR 2786 PC
    194,949  
Freddie Mac, FHR 2865 PQ
    775,103  
Freddie Mac, FHR 2866 XD
    893,557  
Freddie Mac, FHR 2870 BD
    577,384  
Freddie Mac, FHR 2888 OW
    425,785  
GNMA Project Loans, GNR 06-51 A
    653,353  
Auto Valet 2008-2 A3A
    919,751  
Bank of America, N.A. Wrap contract
    (219,061 )
 
     
Bank of America, N.A. Fixed Maturity Synthetic Contract 03-040
    6,456,896  
 
       
Auto, BASAT 06-G1 A4
    373,714  
CMBS, CDCMT 2002-FX1D1895488.82
    610,808  

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Table of Contents

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, 2009
         
Description   Current Value  
Rate Redu Bonds, CNP 05-1 A2
    796,577  
Freddie Mac, FHR 2631 LB
    214,839  
Freddie Mac, FHR 2681 PC
    340,887  
Freddie Mac, FHR 2778 KR
    179,712  
Freddie Mac, FHR 2981 NB
    691,657  
Freddie Mac, FHR 2891 NB
    608,704  
CMBS, MLMT 05-CIP1 A2
    1,167,957  
CMBS, MLMT 05-CKI1 A2
    587,524  
CMBS, CD05-CD1 A2 FX
    293,049  
State Street Bank Wrap contract
    (152,855 )
 
     
State Street Bank Fixed Maturity Synthetic Contract 105028
    5,712,573  
 
       
CMBS, BSCMS 05-T18 A2
    427,200  
Freddie Mac, FHR 2663 ML
    422,100  
Freddie Mac, FHR 2763 PC
    475,893  
Freddie Mac, FHR 2921 NV
    407,077  
Freddie Mac, FHR 2934 OC
    607,318  
CMBS, JPMCC 05-LDP2 A2
    494,829  
Natixis Financial Products Wrap contract
    (41,417 )
 
     
Natixis Financial Products Fixed Maturity Synthetic Contract #1245-01
    2,793,000  
 
     
Total Fixed Maturity Synthetic Contracts
  $ 14,962,469  
 
     
 
       
Variable Rate Synthetic Contracts
       
Natixis Financial Products
  $ 1,206,964  
Natixis Wrap contract
    (41,628 )
 
     
Total Variable Rate Synthetic Contracts
  $ 1,165,336  
 
     
 
       
Constant Duration Synthetic Contracts
       
BlackRock, 1-3 Year Government Bond Index Fund
  $ 1,710,044  
BlackRock, 1-3 Year Credit Bond Index Fund
    2,713,101  
BlackRock, Asset-Backed Sec Index Fund
    5,422,136  
BlackRock, Comm Mortgage-Backed Sec Fund
    1,365,086  
BlackRock, Int Term Credit Bond Index Fund
    1,805,200  
BlackRock, Int Term Government Bond Index Fund
    1,158,806  
BlackRock Global Investors, Long Term Government Bond Index Fund
    256,966  
BlackRock, Mortgage-Backed Sec Index Fund
    3,575,937  
Monumental Life Ins. Co. Wrap contract
    (80,328 )
 
     
Monumental Life Ins. Co. Constant Duration Synthetic Contract MDA00413TR
    17,926,948  
 
       
BlackRock, 1-3 Year Government Bond Index Fund
    1,666,332  
BlackRock, 1-3 Year Credit Bond Index Fund
    2,643,748  

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Table of Contents

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, 2009
         
Description   Current Value  
BlackRock, Asset-Backed Sec Index Fund
    5,283,536  
BlackRock, Comm Mortgage-Backed Sec Fund
    1,330,193  
BlackRock, Int Term Credit Bond Index Fund
    1,759,053  
BlackRock, Int Term Government Bond Index Fund
    1,129,184  
BlackRock, Long Term Government Bond Index Fund
    250,397  
BlackRock, Mortgage-Backed Sec Index Fund
    3,484,528  
Rabobank Wrap contract
    (46,795 )
 
     
Rabobank Constant Duration Synthetic Contract ATI060301
    17,500,176  
 
       
BlackRock, 1-3 Year Government Bond Index Fund
    920,793  
BlackRock, 1-3 Year Credit Bond Index Fund
    1,460,901  
BlackRock, Asset-Backed Sec Index Fund
    2,919,612  
BlackRock, Comm Mortgage-Backed Sec Fund
    735,046  
BlackRock, Int Term Credit Bond Index Fund
    972,031  
BlackRock, Int Term Government Bond Index Fund
    623,972  
BlackRock, Long Term Government Bond Index Fund
    138,366  
BlackRock, Mortgage-Backed Sec Index Fund
    1,925,504  
State Street Bank Wrap contract
    (42,926 )
 
     
State Street Bank Constant Duration Synthetic Contract 107073
    9,653,299  
 
     
Total Constant Duration Synthetic Contracts
  $ 45,080,423  
 
       
Participant loans* (4.25% to 9.25%, with maturities through 2024
  $ 6,191,146  
 
     
 
*   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 LUDLUM CORPORATION PERSONAL RETIREMENT AND 401(K) SAVINGS ACCOUNT PLAN    
 
           
Date: June 25 , 2010
  By:   /s/ Dale G. Reid    
 
           
 
      Dale G. Reid    
 
      Vice President-Controller, Chief Accounting Officer and Treasurer    
 
      (Principal Accounting Officer and Duly Authorized Officer)    

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