e11vk
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
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
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FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2009 |
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
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FOR THE TRANSITION PERIOD FROM ___________ TO _____________ |
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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)
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
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1 |
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Audited Financial Statements |
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2 |
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3 |
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4 |
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Supplemental Schedule |
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13 |
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EX-23.1 |
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 Plans 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 Plans 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 Plans 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 Labors
Rules and Regulations for Reporting and Disclosures under the Employee Retirement Income Security
Act of 1974. This supplemental schedule is the responsibility of the Plans 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
1
Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Statements of Net Assets Available for Benefits
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December 31 |
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2009 |
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2008 |
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Investments at fair value: |
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Interest in synthetic investment contracts |
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$ |
61,833,238 |
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$ |
59,770,163 |
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Interest in common collective trusts |
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33,076,306 |
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23,464,672 |
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Interest in registered investment companies |
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29,056,745 |
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21,133,927 |
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Corporate common stock |
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23,309,664 |
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13,529,239 |
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Interest-bearing cash and cash equivalents |
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6,679,640 |
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5,235,660 |
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Participant loans |
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6,191,146 |
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5,926,269 |
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Total investments at fair value |
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160,146,739 |
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129,059,930 |
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Employer contribution receivable |
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15,201 |
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331 |
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Employee contributions receivable |
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10,530 |
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2,836 |
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Net assets available reflecting investments at fair value |
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160,172,470 |
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129,063,097 |
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Adjustment from fair value to contract value for fully
benefit-responsive investment contracts |
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(645,169 |
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3,887,281 |
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Net assets available for benefits |
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$ |
159,527,301 |
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$ |
132,950,378 |
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See accompanying notes.
2
Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Statements of Changes in Net Assets Available for Benefits
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Years Ended December 31 |
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2009 |
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2008 |
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Contributions: |
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Employer |
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$ |
1,890,645 |
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$ |
2,449,798 |
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Employee |
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5,778,668 |
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7,932,797 |
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Rollovers |
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16,548 |
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Total contributions |
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7,685,861 |
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10,382,595 |
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Investment income (loss): |
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Net gain (loss) on corporate common stocks |
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11,212,277 |
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(19,100,929 |
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Net gain (loss) from interest in registered
investment companies |
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7,307,187 |
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(13,395,767 |
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Net gain (loss) from interest in common collective
trusts |
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5,442,534 |
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(8,750,911 |
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Interest income |
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1,216,893 |
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1,602,259 |
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Other income |
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1,976,115 |
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1,797,301 |
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Total investment income (loss) |
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27,155,006 |
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(37,848,047 |
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34,840,867 |
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(27,465,452 |
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Distributions to participants |
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(7,865,396 |
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(8,072,564 |
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Fees |
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(398,548 |
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(425 |
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(8,263,944 |
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(8,072,989 |
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Net increase
(decrease) in net assets available for benefits |
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26,576,923 |
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(35,538,441 |
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Net assets available for benefits at beginning of year |
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132,950,378 |
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168,488,819 |
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Net assets available for benefits at end of year |
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$ |
159,527,301 |
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$ |
132,950,378 |
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See accompanying notes.
3
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 Plans 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 Plans 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 Plans net assets available for
benefits or its changes in net assets available for benefits.
4
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 employees 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 participants 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 Plans 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.
5
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:
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Years Ended December 31 |
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2009 |
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2008 |
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Based on actual earnings |
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3.67 |
% |
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4.67 |
% |
Based on interest rate credited to participants |
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3.55 |
% |
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4.56 |
% |
Although it is managements 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.
6
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 Plans net assets:
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December 31 |
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2009 |
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2008 |
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Allegheny Technologies Incorporated common stock |
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$ |
23,309,664 |
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$ |
13,529,239 |
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BlackRock Asset-Backed Securities Index Fund*** |
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13,625,284 |
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11,009,138 |
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BlackRock Mortgage-Backed Securities Index Fund*** |
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8,985,969 |
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8,264,724 |
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State Street Global Advisors Target Retirement Income
2020 SL Series Fund ** |
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8,611,875 |
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5,949,435 |
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BlackRock Intermediate Term Credit Bond Index Fund*, *** |
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4,536,284 |
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10,018,773 |
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* |
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Current year presented for comparative purposes only |
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** |
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Prior year presented for comparative purposes only |
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*** |
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Held within SICs |
Investments in SICs at contract value that represent 5% of more of the Plans net assets were
as follows:
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December 31 |
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2009 |
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2008 |
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Monumental Life Ins. Co. Constant Duration SIC |
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$ |
17,926,948 |
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$ |
16,894,727 |
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Rabobank Constant Duration SIC |
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17,500,176 |
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16,495,341 |
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State Street Bank Constant Duration SIC |
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9,653,299 |
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9,098,246 |
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Bank of America Fixed Maturity SIC* |
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6,456,896 |
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8,351,914 |
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State Street Bank Fixed Maturity SIC* |
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5,712,573 |
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6,926,808 |
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* |
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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.
7
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 instruments categorization within the valuation hierarchy is based upon the lowest
level of input that is significant to the fair value measurement.
8
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:
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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. |
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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. |
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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. |
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Registered investment companies these investments are public investment vehicles valued
using the NAV provided by the administrator of the fund. The NAV is based on the value of the
underlying assets owned by the fund, minus its liabilities, and then
divided by the number of shares outstanding. Where the NAV is a quoted price in a market that is active, it is
classified within Level 1 of the valuation hierarchy. In certain cases, NAV is a quoted price
in a market that is not active, or is based on quoted prices for similar assets and
liabilities in active markets, and these investments are classified within Level 2 of the
valuation hierarchy. |
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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. |
9
Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Notes to Financial Statements (continued)
4. Fair Value Measurements (continued)
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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. |
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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:
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December 31, 2009 |
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Level 1 |
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Level 2 |
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Total |
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|
|
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. |
10
Allegheny Ludlum Corporation
Personal Retirement and 401(k) Savings Account Plan
Notes to Financial Statements (continued)
4. Fair Value Measurements (continued)
|
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|
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|
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|
December 31, 2008 |
|
Level 1 |
|
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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.
11
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 |
|
|
|
|
|
12
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 |
|
|
|
|
|
13
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 |
|
14
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 |
|
15
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 |
|
|
|
|
|
16
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) |
|
|
17