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

 

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011

 

¨ 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, 2011 and 2010

With Report of Independent Registered Public Accounting Firm


Table of Contents

Allegheny Ludlum Corporation

Personal Retirement and 401(k) Savings Account Plan

Audited Financial Statements

and Supplemental Schedule

Years Ended December 31, 2011 and 2010

Contents

 

Report of Independent Registered Public Accounting Firm

     1   

Audited Financial Statements

  

Statements of Net Assets Available for Benefits

     2   

Statements of Changes in Net Assets Available for Benefits

     3   

Notes to Financial Statements

     4   

Supplemental Schedule

  

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

     13   


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, 2011 and 2010, 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, 2011 and 2010, 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 conducted 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, 2011, 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. Such information is the responsibility of the Plan’s management. The information 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, 2012

 

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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  
     2011     2010  

Investments at fair value:

    

Interest in synthetic investment contracts

   $ 60,105,819      $ 58,384,997   

Interest in common collective trusts

     42,689,281        1,567,292   

Interest in registered investment companies

     33,872,509        71,809,353   

Corporate common stock

     28,310,912        27,022,843   

Interest-bearing cash and cash equivalents

     —          10,935,311   
  

 

 

   

 

 

 

Total investments at fair value

     164,978,521        169,719,796   

Notes receivable from participants

     6,281,511        6,300,016   

Employer contribution receivable

     1,113        336   

Employee contributions receivable

     6,625        7,501   
  

 

 

   

 

 

 
     6,289,249        6,307,853   
  

 

 

   

 

 

 

Net assets available reflecting investments at fair value

     171,267,770        176,027,649   

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

     (2,419,113     (1,775,262
  

 

 

   

 

 

 

Net assets available for benefits

   $ 168,848,657      $ 174,252,387   
  

 

 

   

 

 

 

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  
     2011     2010  

Contributions:

    

Employer

   $ 2,120,355      $ 1,997,830   

Employee

     7,074,655        5,962,055   

Rollovers

     149,533        223,093   
  

 

 

   

 

 

 

Total contributions

     9,344,543        8,182,978   

Interest income on notes receivable from participants

     356,613        382,622   

Investment income/(loss):

    

Net gain/(loss) on corporate common stocks

     (2,548,858     6,080,780   

Net gain/(loss) from interest in common collective trusts

     (1,235,661     884,267   

Net gain from interest in registered investment companies

     189,771        8,513,847   

Dividends

     82        —     

Interest income

     —          657,352   

Other income

     1,699,710        1,624,053   
  

 

 

   

 

 

 

Total investment income/(loss)

     (1,894,956     17,760,299   
  

 

 

   

 

 

 
     7,806,200        26,325,899   

Distributions to participants

     (12,866,244     (11,322,420

Fees

     (343,686     (278,393
  

 

 

   

 

 

 
     (13,209,930     (11,600,813
  

 

 

   

 

 

 

Net increase/(decrease) in net assets available for benefits

     (5,403,730     14,725,086   

Net assets available for benefits at beginning of year

     174,252,387        159,527,301   
  

 

 

   

 

 

 

Net assets available for benefits at end of year

   $ 168,848,657      $ 174,252,387   
  

 

 

   

 

 

 

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, 2011

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, accompanying notes and supplemental schedules. 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.

Participant Loans

Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses were recorded as of December 31, 2011 or 2010. If a participant ceases to make a note repayment and the plan administrator deems the note to be a distribution, the note receivable balance is reduced and a benefit payment is recorded.

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards.” ASU 2011-04 was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. This pronouncement is effective for reporting periods beginning on or after December 15, 2011, with early adoption prohibited. The new guidance will require prospective application. The adoption of this pronouncement is not expected to have a material impact on the Plan’s financial statements.

 

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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 LLC (AL) 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. AL and Oremet are wholly owned subsidiaries of Allegheny Technologies Incorporated (ATI, the Plan Sponsor). AL contributes to the Plan $0.75 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, contributions are made to the QDIA (Qualified Default Investment Alternative), The Vanguard Target Retirement Fund that most closely matches the participants 65th birthday date (e.g. Vanguard Target Retirement Income 2020 Fund). 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, AL 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), common collective trusts (CCT), a pooled separate account, 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, 2011 and 2010 were as follows:

 

     Years Ended December 31  
     2011     2010  

Based on actual earnings

     2.54     3.01

Based on interest rate credited to participants

     2.31     2.90

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. If the Plan were deemed to be in violation of ERISA or lose its tax exempt status, among other events, the issuers of the fully responsive investment contracts would have the ability to terminate the contracts and settle at an amount different from contract value.

 

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Table of Contents

Allegheny Ludlum Corporation

Personal Retirement and 401(k) Savings Account Plan

Notes to Financial Statements (continued)

 

3. Investments (continued)

Certain investments are subject to restrictions or limitations if the Plan Sponsor decided to entirely exit an investment. Investments in registered investment companies and the Fund may require at least 30 days prior notice to completely withdraw from the investments. The targeted date fund investments held in common collective trusts currently do not require the prior approval of the investment manager if the Plan Sponsor decides to entirely exit these investments, but prior trade date notification is necessary to effect timely securities settlement or delivery of an investment’s liquidation and transfer to another investment.

The following presents investments that represent 5% or more of the Plan’s net assets:

 

     December 31  
     2011      2010  

Allegheny Technologies Incorporated common stock

   $ 28,310,912       $ 27,022,843   

Prudential Core Conservative Intermediate Bond Fund***

     18,775,225         19,019,640   

Vanguard Target Retirement 2020 Fund

     11,563,119         11,141,508   

EB Temporary Investment Fund of Bank of New York Mellon*

     —           10,935,311   

*Current year presented for comparative purposes only

*** Held within SICs

Investments in SICs at contract value that represent 5% or more of the Plan’s net assets were as follows:

 

     December 31  
     2011      2010  

Monumental Life Ins. Co. Constant Duration SIC

   $ 18,264,360       $ 18,916,868   

Prudential Constant Duration SIC

     17,827,903         18,446,727   

United of Omaha Fixed Maturity SIC**

     12,340,957         —     

State Street Bank Constant Duration SIC*

     —           10,186,253   

*Current year presented for comparative purposes only

**Prior 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.

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 net asset value (NAV) is a quoted price in a market that is active, it is classified within Level 1 of the valuation hierarchy. In certain cases, NAV is a quoted price in a market that is not active, or is based on quoted prices for similar assets and liabilities in active markets, and these investments are classified within Level 2 of the valuation hierarchy.

 

 

Corporate common stocks – These investments are valued at the closing price reported on the major market on which the individual securities are traded. Substantially all common stock is classified within Level 1 of the valuation hierarchy.

 

 

Common collective trust funds and pooled separate accounts – These investments are 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, ABOs, CMOs 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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Table of Contents

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, CCTs, a pooled separate account, ABOs and CMOs. Because inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, synthetic investment contracts are classified within Level 2 of the valuation hierarchy.

The following tables present the financial instruments carried at fair value by caption on the statements of net assets available for benefits and by category of the valuation hierarchy (as described above). The Plan had no assets classified within Level 3 of the valuation hierarchy. There were no reclassifications of assets between levels of the valuation hierarchy for the periods presented.

Assets measured at fair value on a recurring basis:

 

December 31, 2011

   Level 1      Level 2      Total  

Interest in synthetic investment contracts (a)

   $ —         $ 60,105,819       $ 60,105,819   

Interest in common collective trusts (b)

     —           42,689,281         42,689,281   

Interest in registered investment companies (c)

     33,872,509         —           33,872,509   

Corporate common stock (d)

     28,310,912         —           28,310,912   
  

 

 

    

 

 

    

 

 

 

Total assets at fair value

   $ 62,183,421       $ 102,795,100       $ 164,978,521   
  

 

 

    

 

 

    

 

 

 

 

a) This class includes approximately 13% government and government agency bonds, 1% corporate bonds, 3% residential mortgage-backed securities, 7% commercial mortgage-backed securities, 11% pooled separate accounts, 63% common/collective trusts, and 2% asset-backed securities. The CCTs within this asset class employ a strategy designed to satisfy investors seeking current income and capital appreciation.
b) This class includes approximately 20% fixed income funds and 80% target dated funds. The target dated funds employ a strategy designed to become more conservative over time as the participant approaches the age of retirement.
c) This class includes approximately 52% U.S. equity funds, 12% non-U.S. equity funds, 17% balanced funds, and 19% fixed income fund.
d) Comprised of ATI common stock.

 

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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)

 

December 31, 2010

   Level 1      Level 2      Total  

Interest in synthetic investment contracts (a)

   $ —         $ 58,384,997       $ 58,384,997   

Interest in common collective trusts (b)

     —           1,567,292         1,567,292   

Interest in registered investment companies (c)

     71,809,353         —           71,809,353   

Corporate common stock (d)

     27,022,843         —           27,022,843   

Interest-bearing cash and cash equivalents

     10,935,311         —           10,935,311   
  

 

 

    

 

 

    

 

 

 

Total assets at fair value

   $ 109,767,507       $ 59,952,289       $ 169,719,796   
  

 

 

    

 

 

    

 

 

 

 

a) This class includes approximately 23% government and government agency bonds, 22% corporate bonds, 26% residential mortgage-backed securities, 11% commercial mortgage-backed securities, 4% short-term investments, and 14% asset-backed securities.
b) This class includes approximately 100% fixed income funds.
c) This class includes approximately 30% U.S. equity funds, 8% non-U.S. equity funds, 10% balanced funds, 46% target date funds, and 6% 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 October 22, 2011, 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 with respect to amendments through June 1, 2009. Subsequent to the effective date of the amendments addressed by the determination letter, the Plan was amended on December 21, 2010, effective January 1, 2011. 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 administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2011, there are no uncertain positions taken or expected to be taken. The earliest tax year open to U.S. Federal examination is 2008.

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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Table of Contents

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.

 

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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, 2011

 

Description

   Current Value  

Registered Investment Companies

  

Alliance Bernstein Small Mid Cap Value Fund

   $ 6,281,404   

American Funds Europacific Growth Fund

     3,711,979   

American Funds Growth Fund of America

     5,906,774   

MFS Value Fund

     1,723,372   

MSIF Small Company Growth Fund

     3,901,181   

Vanguard FTSE All-World Ex-US Index Fund

     263,475   

Vanguard Inflation-Protected Securities Fund

     2,565,313   

Vanguard Institutional Index Fund

     5,441,769   

Federated Money Market Fund

     46,413   

Vanguard Total Bond Market Index Fund

     3,699,282   
  

 

 

 
   $ 33,540,962   

Self-Directed Accounts

  

Vanguard Wellington Fund

     25,690   

Fidelity Select Natural Resources Fund

     12,412   

Fidelity Select Energy Services Fund

     27,668   

Fidelity Select Biotechnology Fund

     8,532   

Fidelity Select Chemical Portfolio Fund

     8,918   

T. Rowe Price Health Sciences Fund

     17,244   

T. Rowe Price New Horizons Fund

     21,395   

T. Rowe Price Inflation Protected Bond Fund

     7,243   

Permanent Portfolio Fund

     30,017   

US Global Resources Fund

     20,739   

Aberdeen Asia Bond Institutional Fund Single Class

     14,969   

Artio International Equity Fund II

     5,159   

CGM Mutual Fund

     4,357   

CGM Focus Fund

     2,758   

Fidelity Canada Fund

     7,991   

The Oakmark International Small-Cap Fund

     817   

Loomis Sayles Bond Fund

     12,913   

Matthews Asia Dividend Fund

     12,516   

Pimco All Asset All Authority Fund

     8,178   

Pimco Emerging Markets Bond Fund

     17,066   

T. Rowe Price New Asia Fund

     46,425   

T. Rowe Price Emerging Markets Stock Fund

     18,562   

Cash balance liability

     (22
  

 

 

 

Total Self-Directed Accounts

     331,547   

Total Registered Investment Companies

     33,872,509   

Corporate Common Stock

  

Allegheny Technologies Incorporated*

   $ 28,310,912   

 

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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, 2011

 

Description

   Current Value  

Common Collective Trusts

  

Mellon Stable Value Fund of The Bank of New York Mellon

   $ 1,509,489   

The Bank of New York Collective Trust Government Short Term Investment Fund of the Bank of New York Mellon

     6,890,365   

Vanguard Target Retirement 2010 Fund

     1,105,029   

Vanguard Target Retirement 2015 Fund

     7,034,432   

Vanguard Target Retirement 2020 Fund

     11,563,119   

Vanguard Target Retirement 2025 Fund

     6,432,896   

Vanguard Target Retirement 2030 Fund

     3,965,681   

Vanguard Target Retirement 2035 Fund

     1,922,518   

Vanguard Target Retirement 2040 Fund

     960,054   

Vanguard Target Retirement 2045 Fund

     779,535   

Vanguard Target Retirement 2050 Fund

     51,812   

Vanguard Target Retirement Income Fund

     474,351   

Adjustment from fair to book value

     (44,291
  

 

 

 
   $ 42,644,990   
  

 

 

 

Fixed Maturity Synthetic Contracts

  

CMBS, BACM 2002-2 A3

   $ 215,912   

CMBS, BACM 2005-3 A3A

     706,848   

GNMA Project Loans, GNR 06-51 A

     154,081   

Bank of America, N.A. Wrap contract

     (24,300
  

 

 

 

Bank of America, N.A. Fixed Maturity Synthetic Contract 03-040

     1,052,541   

CMBS, CDCMT 2002-FX1D1

     558,909   

CNP 2005-A A2

     205,521   

Freddie Mac, FHR 2891 NB

     161,778   

CMBS, MLMT 05-CIP1 A2

     759,841   

CMBS, CD05-CD1 A2 FX

     132,219   

State Street Bank Wrap contract

     (14,163
  

 

 

 

State Street Bank Fixed Maturity Synthetic Contract 105028

     1,804,105   

BMWOT 2011-A A3

     276,464   

CGCMT 2004-C1 A3

     98,286   

CSFB 2003-CK2 A4

     142,667   

FHR 3814 KE

     230,786   

FHR 3841 NE

     232,647   

FHR 3864 CA

     232,323   

FHR 3874 DH

     373,107   

FHR 3909 UG

     756,442   

FNMA 0.9 11/07/14

     416,725   

 

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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, 2011

 

Description

   Current Value  

FNR 2011-23 AB

     225,679   

FNR 2011-32 QB

     241,149   

FNR 2011-38 AG

     229,828   

FNR 2011-69 TB

     346,564   

FNR 2011-74 BA

     240,337   

GCCFC 2003-C2 A3

     66,403   

GE 1  7/8 09/16/13

     112,717   

GNR 2009-122 DG

     355,730   

GSMS 2004-GG2 A4

     115,861   

HAROT 11-1 A3

     139,057   

JPMCC 2005-LDP1 A4

     396,902   

LBUBS 2004-C1 A4

     333,614   

MLMT 2004-MKB1 A4

     273,693   

MSC 2004-T15 A4

     328,858   

T 0  3/4 06/15/14

     1,789,262   

T 0  3/8 11/15/14

     4,293,701   

TAOT 2011-A A3

     138,784   

UST 0  3/4 12/15/13

     95,913   

WBCMT 2006-C29 A2

     8,884   

WOART 2011-A A3

     131,970   

United of Omaha Wrap contract

     (283,396
  

 

 

 

United of Omaha Fixed Maturity Synthetic #SVW 15102

     12,340,957   

FHR 2934 OC

     63,823   

Natixis Financial Products Wrap contract

     (287
  

 

 

 

Natixis Financial Products Fixed Maturity Synthetic Contract #1245-01

     63,536   
  

 

 

 

Total Fixed Maturity Synthetic Contracts

   $ 15,261,139   
  

 

 

 

Separate Account Synthetic Contracts

  

ING Life & Annuity Co.

   $ 6,601,757   

Natixis Wrap contract

     (224,162
  

 

 

 

Total Separate Account Synthetic Contracts

   $ 6,377,595   
  

 

 

 

Constant Duration Synthetic Contracts

  

BlackRock, 1-3 Year Government Bond Index Fund

   $ 572,754   

BlackRock, 1-3 Year Credit Bond Index Fund

     2,291,165   

BlackRock, Asset-Backed Sec Index Fund

     3,818,750   

BlackRock, Comm Mortgage-Backed Sec Fund

     573,867   

BlackRock, Int Term Credit Bond Index Fund

     4,217,081   

 

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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, 2011

 

Description

   Current Value  

BlackRock, Int Term Government Bond Index Fund

     2,294,302   

BlackRock Global Investors, Long Term Government Bond Index Fund

     1,162,423   

BlackRock, Mortgage-Backed Sec Index Fund

     4,215,210   

Monumental Life Ins. Co. Wrap contract

     (881,192
  

 

 

 

Monumental Life Ins. Co. Constant Duration Synthetic Contract MDA00895TR

     18,264,360   

Prudential Core Conservative Intermediate Bond Fund

     18,775,225   

Prudential Wrap Contract

     (947,322
  

 

 

 

Prudential Constant Duration Synthetic Contract GA 62215

     17,827,903   
  

 

 

 

Total Constant Duration Synthetic Contracts

   $ 36,092,263   
  

 

 

 

Participant loans* (4.25% to 9.25%, with maturities through 2026)

   $ 6,281,511   
  

 

 

 

*Party-in-interest

 

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Table of Contents

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, 2012     By:   /s/ Karl D. Schwartz
      Karl D. Schwartz
      Controller and Chief Accounting Officer
      (Principal Accounting Officer and Duly Authorized Officer)

 

17