Allegheny Technologies Incorporated 11-K
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 YEARS ENDED DECEMBER 31, 2007 and 2006
 
       
 
  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, 2007 and 2006
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, 2007 and 2006
Contents
         
    1  
 
       
Audited Financial Statements
       
 
       
    2  
    3  
    4  
 
       
Supplemental Schedule
       
 
       
    12  
 
       
       

 


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, 2007 and 2006, 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, 2007 and 2006, 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 schedules of assets (held at end of year) as of December 31, 2007 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, are fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
June 27, 2008

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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
    2007   2006
     
Investments at fair value:
               
Interest in synthetic investment contracts
  $ 65,599,574     $  
Interest in registered investment companies
    38,265,859       42,004,111  
Interest in common collective trusts
    27,668,170       915,891  
Corporate common stock
    27,368,969       28,139,705  
Participant loans
    5,897,706       6,056,070  
Interest-bearing cash
    3,449,662        
Interest in Allegheny Master Trust
          90,279,735  
Non-interest-bearing cash
          1,224  
     
Total investments at fair value
    168,249,940       167,396,736  
 
               
Employer contribution receivable
    3,050        
Employee contributions receivable
    1,008        
Other payables, net
          (691,677 )
     
Net assets available for benefits at fair value
    168,253,998       166,705,059  
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    234,821       1,047,683  
     
Net assets available for benefits
  $ 168,488,819     $ 167,752,742  
     
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
    2007   2006
     
Contributions:
               
Employer
  $ 2,530,214     $ 2,084,787  
Employee
    8,584,446       9,274,173  
     
Total contributions
    11,114,660       11,358,960  
 
               
Investment income:
               
Net gain from interest in Allegheny Master Trust
    3,436,683       4,215,779  
Net gain from interest in registered investment companies
    2,125,261       3,980,071  
Interest income
    912,649       411,703  
Net gain from interest in common collective trusts
    695,607       16,575  
Net realized/unrealized gain (loss) on corporate common stocks
    (406,673 )     22,822,580  
Dividend income
    79,542       163,085  
Other income
    599,015       1,475  
     
Total investment income
    7,442,084       31,611,268  
     
 
    18,556,744       42,970,228  
 
               
Distributions to participants
    (17,820,224 )     (18,530,352 )
Fees
    (443 )     (3,402 )
     
 
    (17,820,667 )     (18,533,754 )
     
 
               
Net increase in net assets available for benefits
    736,077       24,436,474  
Net assets available for benefits at beginning of year
    167,752,742       143,316,268  
     
Net assets available for benefits at end of year
  $ 168,488,819     $ 167,752,742  
     
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
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.
Accounting Pronouncement
As described in Financial Accounting Standards Board Staff Position (FSP) AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, fully benefit-responsive investment contracts held by a defined contribution plan are required to be 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.
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, Fair Value Measurement (FAS 157). This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Plan management is currently evaluating the effect that the provisions of FAS 157 will have on the Plan’s financial statements.
Investment Valuation and Income recognition
The Plan’s investments are stated at fair value except for its benefit-responsive investment contracts, which are valued at contract value (see Note 3). Quoted market prices are used to value investments. Units of registered investment companies are valued at the net asset value of shares held by the Plan at year end. The fair value of the participation units in common collective trusts is based on quoted redemption value on the last business day of the Plan’s year-end. Participant loans are valued at their outstanding balances, which approximate fair value.
Fully benefit-responsive guaranteed investment contracts (GICs) and synthetic investment contracts (SICs) are stated at contract value which is equal to principal balance plus accrued interest. As provided in the FSP, an investment contract is generally permitted to be valued at contract value, rather than fair value, to the extent it is fully benefit-responsive. Fair value of the GICs is estimated by discounting the weighted average cash flows at the then-current interest crediting rate for a comparable maturity investment contract. Fair value of the SICs is estimated

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Table of Contents

Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Notes to Financial Statements (continued)
1. Significant Accounting Policies (continued)
based on the fair value of each contract’s supporting assets at December 31, 2007 and 2006. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. There are no reserves against contract value for credit risk of the contract issuer or otherwise.
Although it is management’s intention to hold the investment contracts in the Standish Mellon Stable Value Fund until maturity, certain investment contracts provide for adjustments to contract value for withdrawals made prior to maturity.
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 Fund 2020). 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.

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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)
Separate accounts are maintained by the Plan Sponsor for each participating employee. Trustee fees and asset management fees charged by the Plan’s trustee, Mellon Bank, N.A., prior to September 1, 2007 and thereafter 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.
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
Prior to September 1, 2007, certain of the Plan’s investments were in the Allegheny Master Trust, which had three separately managed institutional investment accounts: the T. Rowe Price Structured Research Common Trust Fund, the Alliance Capital Growth Pool, and the Standish Mellon Fixed Income Fund, which were valued on a unitized basis (collectively, the “Allegheny Master Trust”).
On September 1, 2007, as part of a change in the administration of the Plan, including changing the record keeper to Mercer Human Resources from Affiliated Computer Services, Inc., and changing the trustee to Mercer Trust Company from Mellon Bank, N.A., the investment options available to participants under the Plan were changed. Additionally, the Plan liquidated its investment in the Allegheny Master Trust. The Standish Mellon Fixed Income Fund was renamed the Standish Mellon Stable Value Fund.
The Allegheny Master Trust was established for the investment of assets of the Plan, and several other ATI sponsored retirement plans. Each participating retirement plan had an undivided interest in the Allegheny Master Trust. Investment income and expenses were allocated to the plans based upon their pro rata share in the net assets on the Allegheny Master Trust. At December 31, 2006, the Plan’s interest in the net assets of the Alliance Capital Growth Pool, the

6


Table of Contents

Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Notes to Financial Statements (continued)
3. Investments (continued)
Standish Mellon Fixed Income Fund, and the T. Rowe Price Structured Research Common Trust Fund held within the Allegheny Master Trust was as follows:
         
Standish Mellon Fixed Income Fund
    31.54 %
Alliance Capital Growth Pool
    24.11  
T. Rowe Price Structured Research Common Trust Fund
    11.63  
The composition of the net assets of the Standish Mellon Fixed Income Fund held within the Allegheny Master Trust at December 31, 2006 was as follows:
         
Guaranteed investment contracts:
       
Principal Life
  $ 1,368,618  
New York Life Insurance Company
    895,330  
 
     
 
    2,263,948  
 
       
Synthetic guaranteed investment contracts:
       
Monumental Life
    60,286,128  
Rabobank
    53,011,207  
Union Bank of Switzerland
    39,206,620  
Bank of America
    28,662,260  
State Street Bank
    21,292,911  
IXIS Financial Products, Inc.
    4,030,074  
 
     
 
    206,489,200  
 
       
Interest in common collective trusts
    24,622,702  
 
     
Total net assets at fair value
    233,375,850  
Wrap contracts at fair value
    (49,959 )
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    3,381,661  
 
     
Total net assets
  $ 236,707,552  
 
     
The Plan retained the Standish Mellon Fixed Income Fund, renamed as the Standish Mellon Stable Value Fund (the Fund), as an investment option in a separate account subsequent to liquidating the Plan’s interest in the Allegheny Master Trust. The investments held by the Standish Mellon Stable Value Fund are separately reported in 2007. 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).

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Table of Contents

Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Notes to Financial Statements (continued)
3. Investments (continued)
Interest crediting rates on the GICs in the Fund are determined at the time of purchase. 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. At December 31, 2007 and 2006, the interest crediting rates for GICs (2006 only) and Fixed Maturity SICs ranged from 4.30% to 5.32% and 4.30% to 5.34%, respectively.
Average yields for all fully benefit-responsive investment contracts for the years ended December 31, 2007 and 2006 were as follows:
                 
    Years Ended December 31
    2007   2006
     
Average yields:
               
 
Based on actual earnings
    4.72 %     4.75 %
Based on interest rate credited to participants
    4.57 %     4.64 %
The following presents investments that represent 5% or more of the Plan’s net assets:
                 
    December 31
    2007   2006
     
Allegheny Technologies Incorporated common stock
  $ 27,368,969     $ 28,139,705  
Barclays Global Investors Asset-Backed Securities Index Fund**
    11,920,370        
Barclays Global Investors Intermediate Term Credit Bond Index Fund**
    10,124,782        
State Street Global Advisors S&P 500 Index Fund
    8,832,957        
American Funds Growth Fund of America
    8,824,018        
Standish Mellon Fixed Income Fund*
          74,654,580  
Oakmark Balanced Fund
          11,155,720  
T. Rowe Price Structured Research Common Trust Fund*
          8,396,573  
 
*   Contract value
 
**   Held within SICs

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Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Notes to Financial Statements (continued)
3. Investments (continued)
Investments in SICs at contract value that represent 5% of more of the Plan’s net assets were as follows:
                 
    December 31
    2007   2006
     
Rabobank Constant Duration SIC
  $ 16,172,978     $  
Monumental Life Ins. Co. Constant Duration SIC
    15,900,568        
Union Bank of Switzerland Fixed Maturity SIC
    11,065,406        
State Street Bank Constant Duration SIC
    8,561,556        
The composition of net assets of the Alliance Capital Growth Pool at December 31, 2006 was as follows:
         
Investment in pooled separate accounts:
       
Alliance Equity Fund S.A. #4
  $ 34,335,972  
Operating payables
    (10,572 )
 
     
Total net assets
  $ 34,325,400  
 
     
The composition of net assets of the T. Rowe Price Structured Research Common Trust Fund at December 31, 2006 was as follows:
         
Interest in common collective trusts
  $ 72,210,981  
Payables
    (34,228 )
 
     
Total net assets
  $ 72,176,753  
 
     
The composition of the changes in net assets of the Allegheny Master Trust for the year ended December 31, 2006 is as follows:
                         
    Standish Mellon   Alliance Capital Growth   T. Rowe Price Structured
    Fixed Income Fund   Pool   Research Common Trust Fund
     
Investment income (loss):
                       
Interest income
  $ 9,196,721     $     $  
Net realized/unrealized gain on corporate common stocks
    6,246             11,900  
Net gain (loss), pooled separate accounts
          (283,791 )      
Net gain, common collective trusts
    851,445             10,226,870  
Administrative expenses
    (242,636 )     (98,140 )     (403,225 )
Transfers
    14,124,671       (5,060,685 )     (3,924,321 )
     
Net increase (decrease)
    23,936,447       (5,442,616 )     5,911,224  
Total net assets at beginning of year
    212,771,105       39,768,016       66,265,529  
     
Total net assets at end of year
  $ 236,707,552     $ 34,325,400     $ 72,176,753  
     

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Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Notes to Financial Statements (continued)
3. Investments (continued)
Interest, realized and unrealized gains and losses, and management fees from the Allegheny Master Trust are included in the net gain from interest in Allegheny Master Trust on the statements of changes in net assets available for benefits for the year ended December 31, 2006.
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service 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.
5. 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.
6. 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.

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Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Notes to Financial Statements (continued)
7. 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        
    2007   2006        
     
Net assets available for benefits per the financial statements
  $ 168,488,819     $ 167,752,742          
Deemed distribution of benefits to participants
    (198,187 )     (205,967 )        
     
Net assets available for benefits per the Form 5500
  $ 168,290,632     $ 167,546,775          
     
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 2007:
         
Benefits paid to participants per the financial statements
  $ 17,820,224  
Add: Amounts allocated on Form 5500 to deemed distributions for the year ended December 31, 2007
    198,187  
Subtract: Amounts allocated on Form 5500 to deemed distributions for the year ended December 31, 2006
    (205,967 )
 
     
Benefits paid to participants per the Form 5500
  $ 17,812,444  
 
     

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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, 2007
         
Description   Current Value  
 
Registered Investment Companies:
       
Alliance Bernstein Small Mid Cap Value Fund
  $ 7,983,362  
American Funds Europacific Growth Fund
    7,277,718  
American Funds Growth Fund of America
    8,824,018  
MFS Value Fund
    2,718,851  
Lord, Abbott Mid Cap Value Fund
    2,666,589  
MSIF Small Company Growth Fund
    6,596,623  
Western Asset Core Plus Bond Fund
    2,051,917  
Putnam Money Market Fund
    922  
 
     
 
    38,120,000  
 
       
Self-directed accounts:
       
Cash Balance Liability
    (22 )
CGM Focus Fund
    1,337  
Fidelity Discovery Fund
    14,063  
Fidelity Select Defense & Aerospace Fund
    17,481  
Fidelity Select Energy Services Fund
    16,221  
Fidelity Select Gold Fund
    5,383  
Fidelity Select Wireless Portfolio
    7,232  
Permanent Portfolio Fund
    23,472  
T Rowe Price Equity Income
    484  
The Fairjolme Fund
    740  
US Global Resources Fund
    29,004  
Vanguard 500 Fund Investor Shares
    30,464  
 
     
 
    145,859  
 
     
Total registered investment companies
  $ 38,265,859  
 
     
 
       
Corporate Common Stock
       
Allegheny Technologies Incorporated*
  $ 27,368,969  
 
     
 
       
Interest-Bearing Cash
       
Mellon Stable Value Fund
  $ 2,270,226  
Natixis Financial
    1,179,436  
 
     
 
  $ 3,449,662  
 
     
 
       
Common Collective Trusts
       
Mellon Stable Value Fund
  $ 1,366,703  
SEI Fund
    609,554  
State Street Global Advisors Target Retirement Income Fund
    466,330  
State Street Global Advisors Target Retirement Income Fund 2010
    1,287,197  
State Street Global Advisors Target Retirement Income Fund 2015
    3,932,933  
State Street Global Advisors Target Retirement Income Fund 2020
    5,540,926  
State Street Global Advisors Target Retirement Income Fund 2025
    2,863,116  

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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, 2007
         
Description   Current Value  
 
State Street Global Advisors Target Retirement Income Fund 2030
    1,327,611  
State Street Global Advisors Target Retirement Income Fund 2035
    637,522  
State Street Global Advisors Target Retirement Income Fund 2040
    335,128  
State Street Global Advisors Target Retirement Income Fund 2045
    242,657  
State Street Global Advisors S&P 500 Index Fund
    8,832,957  
State Street Global Advisors MSCI ACWI Ex US Fund
    225,536  
 
     
 
  $ 27,668,170  
 
     
 
       
Fixed Maturity Synthetic Contracts:
       
Credit Cards, CCIT 03-A6 A6
  $ 583,827  
Rate Redu Bonds, COMED 98-1 A7
    196,192  
Fannie Mae, FNR 2002-74 LC
    268,496  
Freddie Mac, FHR 2627 BU
    990,039  
Freddie Mac, FHR 2640 TL
    581,726  
Freddie Mac, FHR 2715 ND
    634,930  
Freddie Mac, FHR 2760 EB
    586,879  
Freddie Mac, FHR 2786 PC
    294,457  
Freddie Mac, FHR 2865 PQ
    871,215  
Freddie Mac, FHR 2866 XD
    871,193  
Freddie Mac, FHR 2870 BD
    588,225  
Freddie Mac, FHR 2888 OW
    413,080  
GNMA Project Loans, GNR 06-51 A
    689,634  
Rate Redu Bonds, PSNH 01-1 A2
    122,598  
Bank of America, N.A. Wrap contract
    (9,209 )
 
     
Bank of America, N.A. Fixed Maturity Synthetic Contract 03-040
    7,683,282  
 
       
Rate Redu Bonds, DESF 01-1 A3
    112,942  
Freddie Mac, FHR 2539 PR
    112,626  
Rabobank Wrap contract
    (61 )
 
     
Rabobank Fixed Maturity Synthetic Contract ATI020101
    225,507  
 
       
Auto, BASAT 06-G1 A4
    887,205  
CMBS, CD 05-CD1 A2 FX
    295,235  
Rate Redu Bonds, CNP 05-1 A2
    893,749  
Freddie Mac, FHR 2631 LB
    555,723  
Freddie Mac, FHR 2681 PC
    885,213  
Freddie Mac, FHR 2778 KR
    291,780  
Freddie Mac, FHR 2981 NB
    676,495  
CMBS, MLMT 05-CIP1 A2
    1,173,626  
CMBS, MLMT 05-CKI1 A2
    591,285  

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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, 2007
         
Description   Current Value  
 
State Street Bank Wrap contract
    (25,213 )
 
     
State Street Bank Fixed Maturity Synthetic Contract 105028
    6,225,098  
 
       
CMBS, BSCMS 05-T18 A2
    437,144  
CMBS, BSCMS 99-WF2 A2
    718,469  
CMBS, BSCMS 03-T12 A2
    534,998  
CMBS, CASC 98-D7 A1B
    708,116  
Credit Cards, COMET 03-A4 A4
    874,679  
Credit Cards, CCCIT, 03-A3 A3
    736,878  
CMBS, DLJCM 98-CF2 A1B
    529,751  
Freddie Mac, FHR 2663 ML
    1,030,987  
Freddie Mac, FHR 2763 PC
    773,871  
Freddie Mac, FHR 2921 NV
    436,410  
Freddie Mac, FHR 2934 OC
    592,836  
CMBS, HFCMC 99-PH1 A2
    498,926  
CMBS, JPMCC 05-LDP2 A2
    581,513  
Credit Cards, MBNAS 03-A1 A1
    732,133  
CMBS, MSC 99-CAM1 A4
    209,130  
Auto, NALT 06-A A4
    1,184,793  
Auto, VWALT 06-A A4
    444,404  
Union Bank of Switzerland Wrap contract
    40,368  
 
     
Union Bank of Switzerland Fixed Maturity Synthetic Contract 2970
    11,065,406  
 
     
Total Fixed Maturity Synthetic Contracts
  $ 25,199,293  
 
     
 
       
Constant Duration Synthetic Contracts:
       
Barclays Global Investors, 1-3 Year Government Bond Index Fund
  $ 1,032,104  
Barclays Global Investors, Asset-Backed Sec Index Fund
    4,668,216  
Barclays Global Investors, Comm Mortgage-Backed Sec Fund
    1,594,833  
Barclays Global Investors, Int Term Credit Bond Index Fund
    3,965,052  
Barclays Global Investors, Int Term Government Bond Index Fund
    1,283,941  
Barclays Global Investors, Long Term Government Bond Index Fund
    83,705  
Barclays Global Investors, Mortgage-Backed Sec Index Fund
    3,195,971  
Barclays Global Investors, Money Market Fund For EBT
    4  
Monumental Life Ins. Co. Wrap contract
    76,742  
 
     
Monumental Life Ins. Co. Constant Duration Synthetic Contract MDA00413TR
    15,900,568  
 
       
Barclays Global Investors, 1-3 Year Government Bond Index Fund
    1,047,662  
Barclays Global Investors, Asset-Backed Sec Index Fund
    4,738,500  
Barclays Global Investors, Comm Mortgage-Backed Sec Fund
    1,618,983  
Barclays Global Investors, Int Term Credit Bond Index Fund
    4,024,702  

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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, 2007
         
Description   Current Value  
 
Barclays Global Investors, Int Term Government Bond Index Fund
    1,303,522  
Barclays Global Investors, Long Term Government Bond Index Fund
    83,762  
Barclays Global Investors, Mortgage-Backed Sec Index Fund
    3,244,110  
Rabobank Wrap contract
    111,737  
 
     
Rabobank Constant Duration Synthetic Contract ATI060301
    16,172,978  
 
       
Barclays Global Investors, 1-3 Year Government Bond Index Fund
    555,748  
Barclays Global Investors, Asset-Backed Sec Index Fund
    2,513,655  
Barclays Global Investors, Comm Mortgage-Backed Sec Fund
    858,756  
Barclays Global Investors, Int Term Credit Bond Index Fund
    2,135,028  
Barclays Global Investors, Int Term Government Bond Index Fund
    691,353  
Barclays Global Investors, Long Term Government Bond Index Fund
    45,072  
Barclays Global Investors, Mortgage-Backed Sec Index Fund
    1,721,485  
Barclays Global Investors, Money Market Fund For EBT
    2  
State Street Bank Wrap contract
    40,457  
 
     
State Street Bank Constant Duration Synthetic Contract 107073
    8,561,556  
 
     
Total Constant Duration Synthetic Contracts
  $ 40,635,102  
 
     
 
       
Participant loans* (5.00% to 9.25%, with maturities through 2021)
  $ 5,897,706  
 
     
 
*   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 30, 2008
  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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