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 YEAR ENDED DECEMBER 31, 2007

     
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

SAVINGS AND SECURITY PLAN OF THE LOCKPORT AND
WATERBURY FACILITIES

 
(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
Savings and Security Plan of the Lockport and Waterbury Facilities
Years Ended December 31, 2007 and 2006
With Report of Independent Registered Public Accounting Firm

 


 

Savings and Security Plan of the
Lockport and Waterbury Facilities
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 Savings and Security Plan of the Lockport and Waterbury Facilities 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 schedule 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, is 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

1


Table of Contents

Savings and Security Plan of the
Lockport and Waterbury Facilities
Statements of Net Assets Available for Benefits
                 
    December 31
    2007   2006
     
Investments at fair value:
               
Interest in synthetic investment contracts
  $ 3,845,342     $  
Interest in registered investment companies
    2,239,657       2,236,844  
Interest in common collective trusts
    1,726,704       319,590  
Corporate common stock
    731,850       1,259,908  
Participant loans
    512,487       413,686  
Interest-bearing cash
    202,214        
Interest in Allegheny Master Trust
          4,770,000  
     
Total investments at fair value
    9,258,254       9,000,028  
 
               
Other receivables, net
          531  
Other liabilities
          (316,175 )
     
Net assets available for benefits at fair value
    9,258,254       8,684,384  
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    13,765       60,199  
     
Net assets available for benefits
  $ 9,272,019     $ 8,744,583  
     
See accompanying notes.

2


Table of Contents

Savings and Security Plan of the
Lockport and Waterbury Facilities
Statements of Changes in Net Assets Available for Benefits
                 
    Years Ended December 31
    2007   2006
     
Contributions:
               
Employer
  $ 77,078     $ 76,897  
Employee
    225,085       249,993  
     
Total contributions
    302,163       326,890  
 
               
Investment income:
               
 
               
Net gain from interest in Allegheny Master Trust
    171,282       243,159  
Net gain from interest in registered investment companies
    141,944       221,394  
Interest income
    57,171       24,016  
Net realized/unrealized gain (loss) on corporate common stock
    (31,999 )     746,031  
Dividend income
    2,913       5,167  
Other income
    35,487       1,339  
     
Total investment income
    376,798       1,241,106  
     
 
    678,961       1,567,996  
 
               
Distributions to participants
    (150,633 )     (943,846 )
Fees
    (892 )     (40 )
     
 
    (151,525 )     (943,886 )
     
Net increase in net assets available for benefits
    527,436       624,110  
Net assets available for benefits at beginning of year
    8,744,583       8,120,473  
     
Net assets available for benefits at end of year
  $ 9,272,019     $ 8,744,583  
     
See accompanying notes.

3


Table of Contents

Savings and Security Plan of the
Lockport and Waterbury Facilities
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 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

4


Table of Contents

Savings and Security Plan of the
Lockport and Waterbury Facilities
Notes to Financial Statements (continued)
1. Significant Accounting Policies (continued)
estimated 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 unitized 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 Savings and Security Plan of the Lockport and Waterbury Facilities (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 a savings and retirement plan to eligible employees of the Lockport and Waterbury Facilities of affiliates of Allegheny Technologies Incorporated (ATI, the Plan Sponsor) by allowing a portion of their salary to be set aside each month through payroll deductions. The Plan allows employees to contribute a portion of eligible wages each pay period through payroll deductions subject to Internal Revenue Code limitations. The Company contributes $0.50 for each hour worked by the participant. The Plan allows participants to direct their contributions, and contributions made on their behalf, to any of the investment alternatives.
Unless otherwise specified by the participant, employer 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).
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 balance.

5


Table of Contents

Savings and Security Plan of the
Lockport and Waterbury Facilities
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Active employees can borrow up to 50% of their vested account balances. 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 documents, summary plan description, and related contracts. 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 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 Standish Mellon Fixed Income Fund, and the T. Rowe Price Structured Research Common Trust Fund held within the Allegheny Master Trust was as follows:
         
    2006
Standish Mellon Fixed Income Fund
    1.81 %
T. Rowe Price Structured Research Common Trust Fund
    0.48  
Alliance Capital Growth Pool
    0.56  

6


Table of Contents

Savings and Security Plan of the
Lockport and Waterbury Facilities
Notes to Financial Statements (continued)
3. Investments (continued)
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 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. 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 5.56%, respectively.

7


Table of Contents

Savings and Security Plan of the
Lockport and Waterbury Facilities
Notes to Financial Statements (continued)
3. Investments (continued)
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
  $ 731,850     $ 1,259,908  
Barclays Global Investors Asset-Backed Securities Index Fund**
    698,753        
Barclays Global Investors Intermediate Term Credit Bond Index Fund**
    593,499        
State Street Target Retirement Fund 2020
    538,390        
State Street Global Advisors S&P 500 Index Fund
    530,360        
American Funds Europacific Growth Fund
    489,881        
Barclays Global Investors Mortgage Backed Securities Index Fund**
    478,416        
Standish Mellon Fixed Income Fund*
          4,289,637  
Dreyfus Emerging Leaders Fund
          493,305  
 
*   contract value
 
**   Held within SICs
Investments in SICs at contract value that represent 5% of more of the Plan’s net assets were as follows:
                 
    December 31
    2007   2006
     
Rabobank Constant Duration SIC
  $ 948,034     $  
Monumental Life Ins. Co. Fixed Maturity SIC
    932,066        
Union Bank of Switzerland Fixed Maturity SIC
    648,636        
State Street Bank Constant Duration SIC
    501,865        

8


Table of Contents

Savings and Security Plan of the
Lockport and Waterbury Facilities
Notes to Financial Statements (continued)
3. Investments (continued)
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 was as follows:
                         
                    T. Rowe Price
    Standish Mellon Fixed           Structured Research
    Income Fund   Alliance Capital Growth Pool   Common Trust Fund
     
Investment income (loss):
                       
Interest income
  $ 9,196,721     $     $  
Net realized/unrealized gain (loss) 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  
     
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.

9


Table of Contents

Savings and Security Plan of the
Lockport and Waterbury Facilities
Notes to Financial Statements (continued)
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated July 11, 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 that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan 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.
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   December 31
    2007   2006
     
Net assets available for benefits per the financial statements
  $ 9,272,019     $ 8,744,583  
Deemed distribution of benefits to participants
    (26,535 )     (18,068 )
     
Net assets available for benefits per the Form 5500
  $ 9,245,484     $ 8,726,515  
     

10


Table of Contents

Savings and Security Plan of the
Lockport and Waterbury Facilities
Notes to Financial Statements (continued)
7. Reconciliation of Financial Statements to Form 5500 (continued)
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
  $ 150,633  
Add: Amounts allocated on Form 5500 to deemed distributions for the year ended December 31, 2007
    26,535  
Subtract: Amounts allocated on Form 5500 to deemed distributions for the year ended December 31, 2006
    (18,068 )
 
     
Benefits paid to participants per the Form 5500
  $ 159,100  
 
     

11


Table of Contents

Savings and Security Plan of the
Lockport and Waterbury Facilities
EIN: 25-1792394    Plan: 007
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
  $ 438,593  
American Funds Europacific Growth Fund
    489,881  
American Funds Growth Fund of America
    373,504  
MFS Value Fund
    147,751  
Lord, Abbott Mid Cap Value Fund
    132,015  
MSIF Small Company Growth Fund
    352,411  
Western Asset Core Plus Bond Fund
    305,502  
 
     
Total registered investment companies
  $ 2,239,657  
 
     
 
       
Corporate Common Stock
       
Allegheny Technologies Incorporated*
  $ 731,850  
 
     
 
Interest-Bearing Cash
       
Mellon Stable Value Fund
  $ 133,077  
Natixis Financial
    69,137  
 
     
 
  $ 202,214  
 
     
 
       
Common Collective Trusts
       
Mellon Stable Value Fund
  $ 80,114  
SEI Fund
    35,731  
State Street Global Advisors Target Retirement Income Fund 2010
    7,472  
State Street Global Advisors Target Retirement Income Fund 2015
    230,066  
State Street Global Advisors Target Retirement Income Fund 2020
    538,390  
State Street Global Advisors Target Retirement Income Fund 2025
    57,169  
State Street Global Advisors Target Retirement Income Fund 2030
    34,681  
State Street Global Advisors Target Retirement Income Fund 2035
    60,509  
State Street Global Advisors Target Retirement Income Fund 2040
    9,643  
State Street Global Advisors Target Retirement Income Fund 2045
    142,569  
State Street Global Advisors S&P 500 Index Fund
    530,360  
 
     
 
  $ 1,726,704  
 
     
 
       
Fixed Maturity Synthetic Contracts:
       
Credit Cards, CCIT 03-A6 A6
  $ 34,223  
Rate Redu Bonds, COMED 98-1 A7
    11,500  
Fannie Mae, FNR 2002-74 LC
    15,739  
Freddie Mac, FHR 2627 BU
    58,035  
Freddie Mac, FHR 2640 TL
    34,100  

12


Table of Contents

Savings and Security Plan of the
Lockport and Waterbury Facilities
EIN: 25-1792394    Plan: 007
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2007
         
Description   Current Value  
 
Freddie Mac, FHR 2715 ND
    37,219  
Freddie Mac, FHR 2760 EB
    34,402  
Freddie Mac, FHR 2786 PC
    17,261  
Freddie Mac, FHR 2865 PQ
    51,069  
Freddie Mac, FHR 2866 XD
    51,068  
Freddie Mac, FHR 2870 BD
    34,481  
Freddie Mac, FHR 2888 OW
    24,214  
GNMA Project Loans, GNR 06-51 A
    40,425  
Rate Redu Bonds, PSNH 01-1 A2
    7,187  
Bank of America, N.A. Wrap contract
    (541 )
 
     
Bank of America, N.A. Fixed Maturity Synthetic Contract 03-040
    450,382  
 
       
Rate Redu Bonds, DESF 01-1 A3
    6,620  
Freddie Mac, FHR 2539 PR
    6,602  
Rabobank Wrap contract
    (3 )
 
     
Rabobank Fixed Maturity Synthetic Contract ATI020101
    13,219  
 
       
Auto, BASAT 06-G1 A4
    52,007  
CMBS, CD 05-CD1 A2 FX
    17,306  
Rate Redu Bonds, CNP 05-1 A2
    52,390  
Freddie Mac, FHR 2631 LB
    32,576  
Freddie Mac, FHR 2681 PC
    51,890  
Freddie Mac, FHR 2778 KR
    17,104  
Freddie Mac, FHR 2981 NB
    39,655  
CMBS, MLMT 05-CIP1 A2
    68,796  
CMBS, MLMT 05-CKI1 A2
    34,660  
State Street Bank Wrap contract
    (1,479 )
 
     
State Street Bank Fixed Maturity Synthetic Contract 105028
    364,905  
 
       
CMBS, BSCMS 05-T18 A2
    25,625  
CMBS, BSCMS 99-WF2 A2
    42,116  
CMBS, BSCMS 03-T12 A2
    31,361  
CMBS, CASC 98-D7 A1B
    41,509  
Credit Cards, COMET 03-A4 A4
    51,272  
Credit Cards, CCCIT, 03-A3 A3
    43,195  
CMBS, DLJCM 98-CF2 A1B
    31,053  
Freddie Mac, FHR 2663 ML
    60,435  
Freddie Mac, FHR 2763 PC
    45,363  
Freddie Mac, FHR 2921 NV
    25,582  
Freddie Mac, FHR 2934 OC
    34,751  

13


Table of Contents

Savings and Security Plan of the
Lockport and Waterbury Facilities
EIN: 25-1792394    Plan: 007
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2007
         
Description   Current Value  
 
CMBS, HFCMC 99-PH1 A2
    29,246  
CMBS, JPMCC 05-LDP2 A2
    34,087  
Credit Cards, MBNAS 03-A1 A1
    42,916  
CMBS, MSC 99-CAM1 A4
    12,259  
Auto, NALT 06-A A4
    69,451  
Auto, VWALT 06-A A4
    26,050  
Union Bank of Switzerland Wrap contract
    2,365  
 
     
Union Bank of Switzerland Fixed Maturity Synthetic Contract 2970
    648,636  
 
     
Total Fixed Maturity Synthetic Contracts
  $ 1,477,142  
 
     
 
       
Constant Duration Synthetic Contracts:
       
Barclays Global Investors, 1-3 Year Government Bond Index Fund
  $ 60,500  
Barclays Global Investors, Asset-Backed Sec Index Fund
    273,643  
Barclays Global Investors, Comm Mortgage-Backed Sec Fund
    93,487  
Barclays Global Investors, Int Term Credit Bond Index Fund
    232,425  
Barclays Global Investors, Int Term Government Bond Index Fund
    75,263  
Barclays Global Investors, Long Term Government Bond Index Fund
    4,907  
Barclays Global Investors, Mortgage-Backed Sec Index Fund
    187,343  
Monumental Life Ins. Co. Wrap contract
    4,498  
 
     
Monumental Life Ins. Co. Constant Duration Synthetic Contract MDA00413TR
    932,066  
 
       
Barclays Global Investors, 1-3 Year Government Bond Index Fund
    61,412  
Barclays Global Investors, Asset-Backed Sec Index Fund
    277,763  
Barclays Global Investors, Comm Mortgage-Backed Sec Fund
    94,902  
Barclays Global Investors, Int Term Credit Bond Index Fund
    235,922  
Barclays Global Investors, Int Term Government Bond Index Fund
    76,410  
Barclays Global Investors, Long Term Government Bond Index Fund
    4,910  
Barclays Global Investors, Mortgage-Backed Sec Index Fund
    190,165  
Rabobank Wrap contract
    6,550  
 
     
Rabobank Constant Duration Synthetic Contract ATI060301
    948,034  
 
       
Barclays Global Investors, 1-3 Year Government Bond Index Fund
    32,577  
Barclays Global Investors, Asset-Backed Sec Index Fund
    147,346  
Barclays Global Investors, Comm Mortgage-Backed Sec Fund
    50,339  
Barclays Global Investors, Int Term Credit Bond Index Fund
    125,152  
Barclays Global Investors, Int Term Government Bond Index Fund
    40,526  
Barclays Global Investors, Long Term Government Bond Index Fund
    2,642  
Barclays Global Investors, Mortgage-Backed Sec Index Fund
    100,908  
State Street Bank Wrap contract
    2,375  
 
     
State Street Bank Constant Duration Synthetic Contract 107073
    501,865  
 
     

14


Table of Contents

Savings and Security Plan of the
Lockport and Waterbury Facilities
EIN: 25-1792394    Plan: 007
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2007
         
Description   Current Value  
 
Total Constant Duration Synthetic Contracts
  $ 2,381,965  
 
     
 
       
Participant loans* (5.00% to 9.25%, with maturities through 2013)
  $ 512,487  
 
     
 
*   Party-in-interest

15


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    
 
           
    SAVINGS AND SECURITY PLAN OF
THE LOCKPORT AND WATERBURY FACILITIES
   
 
           
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)    

16