ALLEGHENY TECHNOLOGIES 11-K
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, 2006
|
|
|
|
|
|
|
o
|
|
TRANSITION REPORT PURSUANT TO
SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE
REQUIRED] |
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-12001
ALLEGHENY TECHNOLOGIES
RETIREMENT SAVINGS 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 Technologies Retirement Savings Plan
Years Ended December 31, 2006 and 2005
With Report of Independent Registered Public Accounting Firm
Allegheny Technologies Retirement Savings Plan
Audited Financial Statements
and Supplemental Schedule
Years Ended December 31, 2006 and 2005
Contents
|
|
|
|
|
|
|
|
1 |
|
|
Audited Financial Statements |
|
|
|
|
|
|
|
|
2 |
|
|
|
|
3 |
|
|
|
|
4 |
|
|
|
|
|
|
Supplemental Schedule |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
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
Technologies Retirement Savings Plan as of December 31, 2006 and 2005, 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, 2006 and 2005, 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, 2006, 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 Disclosure 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
June 22, 2007
Pittsburgh, Pennsylvania
1
Allegheny Technologies Retirement Savings Plan
Statements of Net Assets Available for Benefits
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
2006 |
|
2005 |
|
|
|
Investments at fair value: |
|
|
|
|
|
|
|
|
Interest in Allegheny Master Trust |
|
$ |
154,119,073 |
|
|
$ |
148,397,746 |
|
Interest in registered investment companies |
|
|
107,268,894 |
|
|
|
90,006,536 |
|
Corporate common stocks |
|
|
33,589,850 |
|
|
|
18,616,407 |
|
Participant loans |
|
|
2,638,859 |
|
|
|
2,704,914 |
|
Interest in common collective trusts |
|
|
121,205 |
|
|
|
210,363 |
|
Interest bearing cash |
|
|
12,057 |
|
|
|
11,193 |
|
Non-interest bearing cash |
|
|
2,131 |
|
|
|
|
|
|
|
|
Total investments at fair value |
|
|
297,752,069 |
|
|
|
259,947,159 |
|
|
|
|
|
|
|
|
|
|
Employer contribution receivable |
|
|
|
|
|
|
330,358 |
|
Employee contributions receivable |
|
|
|
|
|
|
211,767 |
|
Other payables, net |
|
|
(55,410 |
) |
|
|
(7,481 |
) |
|
|
|
Net assets available for benefits at fair value |
|
|
297,696,659 |
|
|
|
260,481,803 |
|
Adjustment from fair value to contract value
for fully benefit responsive investment
contracts |
|
|
1,575,123 |
|
|
|
1,212,730 |
|
|
|
|
Net assets available for benefits |
|
$ |
299,271,782 |
|
|
$ |
261,694,533 |
|
|
|
|
See accompanying notes.
2
Allegheny Technologies Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31 |
|
|
2006 |
|
2005 |
|
|
|
Contributions: |
|
|
|
|
|
|
|
|
Employer |
|
$ |
6,979,142 |
|
|
$ |
7,204,742 |
|
Employee |
|
|
6,353,677 |
|
|
|
6,723,272 |
|
|
|
|
Total contributions |
|
|
13,332,819 |
|
|
|
13,928,014 |
|
|
|
|
|
|
|
|
|
|
Investment income: |
|
|
|
|
|
|
|
|
Net gain from interest in Allegheny Master Trust |
|
|
7,188,781 |
|
|
|
8,489,872 |
|
Net gain from interest in registered investment
companies |
|
|
10,616,318 |
|
|
|
7,263,606 |
|
Net realized/unrealized gain on corporate common
stocks |
|
|
26,769,300 |
|
|
|
9,188,964 |
|
Dividend income |
|
|
202,860 |
|
|
|
167,817 |
|
Interest income |
|
|
186,543 |
|
|
|
148,218 |
|
Net gain from interest in common collective trusts |
|
|
13,321 |
|
|
|
2,667 |
|
Other |
|
|
(1,339 |
) |
|
|
(79,478 |
) |
|
|
|
Total investment income |
|
|
44,975,784 |
|
|
|
25,181,666 |
|
|
|
|
|
|
|
58,308,603 |
|
|
|
39,109,680 |
|
|
|
|
|
|
|
|
|
|
Distributions to participants |
|
|
(20,717,973 |
) |
|
|
(18,219,878 |
) |
Administrative expenses and other, net |
|
|
(13,381 |
) |
|
|
(9,324 |
) |
|
|
|
|
|
|
(20,731,354 |
) |
|
|
(18,229,202 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets available for benefits |
|
|
37,577,249 |
|
|
|
20,880,478 |
|
Net assets available for benefits at beginning of year |
|
|
261,694,533 |
|
|
|
240,814,055 |
|
|
|
|
Net assets available for benefits at end of year |
|
$ |
299,271,782 |
|
|
$ |
261,694,533 |
|
|
|
|
See accompanying notes.
3
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements
December 31, 2006
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.
New Accounting Pronouncement
In December 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position 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 (the FSP). The FSP defines the circumstances in which an investment
contract is considered fully benefit responsive and provides certain reporting and disclosure
requirements for fully benefit responsive investment contracts in defined contribution health and
welfare and pension plans. The financial statement presentation and disclosure provisions of the
FSP are effective for financial statements issued for annual periods ending after December 15, 2006
and are required to be applied retroactively to all prior periods presented for comparative
purposes. The Plan has adopted the provisions of the FSP at December 31, 2006.
As required by the FSP, investments in the accompanying Statements of Net Assets Available for
Benefits include fully benefit responsive investment contracts recognized at fair value. AICPA
Statement of Position 94-4-1, Reporting of Investment Contracts Held by Health and Welfare Benefit
Plans and Defined Contribution Pension Plans, as amended, requires fully benefit responsive
investment contracts to be 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. The
requirements of the FSP have been applied retroactively to the Statement of Net Assets Available
for Benefits as of December 31, 2005 presented for comparative purposes. Adoption of the FSP had
no effect on the Statement of Changes in Net Assets Available for Benefits or the total of net
assets available for benefits for any period presented.
Investment Valuation and Income recognition
The Plans 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. Share of mutual funds are valued at the net asset value of shares held by the Plan at
year end. Participant loans are valued at their outstanding balances, which approximate fair value.
4
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
1. Significant Accounting Policies (continued)
Investments in bank and insurance company guaranteed investment contracts (GICs) and in synthetic
investment contracts (SICs) are stated at contract value which is equal to principal balance plus
accrued interest, because they are fully benefit-responsive. 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 was 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 was estimated based on the fair value of each
contracts supporting assets at December 31, 2006 and 2005. Participants may ordinarily direct the
withdrawal or transfer of all or a portion of their investment at contract value. There are no
reserves against contract value for credit risk of the contract issuer or otherwise.
Although it is managements intention to hold the investment contracts in the Standish Mellon Fixed
Income Fund until maturity, certain investment contracts provide for adjustments to contract value
for withdrawals made prior to maturity.
2. Description of the Plan
The Allegheny Technologies Retirement Savings 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 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. The Plan allows employees to
contribute a portion of eligible wages each pay period through payroll deductions subject to
Internal Revenue Code limitations. Depending on participants years of service, qualifying employee
contributions are matched by the respective employing companies, which are Allegheny Technologies
Incorporated (ATI, the Plan Sponsor) and affiliates of ATI, up to 4% of participants salary. In
addition, the respective employing companies contribute 6.5% of participants monthly pensionable
earnings, as described in the Plan, and in addition contribute $43.34 per month per participant.
With respect to participants who are members of the Salaried Union Office & Technical (Local
1196-1) Agreement, the Plan was amended on January 1, 2004, to provide an employer contribution of
$0.50 for each hour worked by the participant, and on June 1, 2004, to provide that the employer
match and the employer contributions of 6.5% of participants monthly pensionable earnings and
$43.34 per month were eliminated. 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 Standish Mellon Fixed Income
Fund.
5
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Separate accounts are maintained by the Plan Sponsor for each participating employee. Trustee fees
and asset management fees charged by the Plans trustee, Mellon Bank, N.A., 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.
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 $1,000 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
The following presents investments that represent 5% or more of the Plans net assets:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
2006 |
|
2005 |
|
|
|
Standish Mellon Fixed Income Fund (contract
value) |
|
$ |
112,238,253 |
|
|
$ |
102,819,541 |
|
Allegheny Technologies Incorporated common stock |
|
|
33,589,850 |
|
|
|
18,616,407 |
|
Oakmark Balanced Fund |
|
|
23,835,020 |
|
|
|
22,283,555 |
|
Alliance Capital Growth Pool (contract value) |
|
|
22,952,871 |
|
|
|
27,326,945 |
|
T. Rowe Price Structured Research Common Trust
Fund (contract value) |
|
|
20,503,072 |
|
|
|
19,463,990 |
|
Dreyfus Emerging Leaders Fund |
|
|
15,412,702 |
|
|
|
16,308,754 |
|
6
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
Certain of the Plans investments are in the Allegheny Master Trust, which has three separately
managed institutional investment accounts; the T. Rowe Price Structured Research Common Trust Fund
(formerly the ATI Disciplined Stock 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). In May, 2005, Dreyfus was terminated as the manager of the ATI Disciplined Stock
Fund and T. Rowe Price Associates, Inc. (T. Rowe Price) was appointed. At that time all holdings
in the institutional investment account managed by Dreyfus were moved to the institutional
investment account managed by T. Rowe Price. T. Rowe Price administered the transition of the
holdings by transferring securities in kind to the T. Rowe Price Structured Research Common Trust
Fund. Trust investments formerly in the ATI Disciplined Stock Fund are reported as T. Rowe Price
Structured Research Common Trust Fund investments for all periods presented.
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 has an undivided interest
in the Allegheny Master Trust. At December 31, 2006 and 2005, the Plans 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 was as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
|
|
Alliance Capital Growth Pool |
|
|
66.87 |
% |
|
|
68.72 |
% |
Standish Mellon Fixed Income Fund |
|
|
47.42 |
|
|
|
48.33 |
|
T. Rowe Price Structured Research Common Trust Fund |
|
|
28.41 |
|
|
|
29.37 |
|
Investment income and expenses are allocated to the Plan based upon its pro rata share in the net
assets of the Allegheny Master Trust.
7
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The composition of the net assets of the Standish Mellon Fixed Income Fund at December 31, 2006 and
2005 was as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
|
|
Guaranteed investment contracts: |
|
|
|
|
|
|
|
|
GE Life and Annuity |
|
$ |
|
|
|
$ |
5,453,333 |
|
Hartford Life Insurance Company |
|
|
|
|
|
|
3,978,336 |
|
John Hancock Life Insurance Company |
|
|
|
|
|
|
3,022,363 |
|
Monumental Life Insurance Company |
|
|
|
|
|
|
1,020,997 |
|
New York Life Insurance Company |
|
|
895,330 |
|
|
|
4,703,449 |
|
Ohio National Life |
|
|
|
|
|
|
2,005,322 |
|
Principal Life |
|
|
1,368,618 |
|
|
|
1,307,756 |
|
Pruco Pace Credit Enhanced |
|
|
|
|
|
|
3,716,096 |
|
Security Life of Denver |
|
|
|
|
|
|
1,517,224 |
|
United of Omaha |
|
|
|
|
|
|
1,422,965 |
|
|
|
|
|
|
|
2,263,948 |
|
|
|
28,147,841 |
|
|
|
|
|
|
|
|
|
|
Synthetic guaranteed investment contracts: |
|
|
|
|
|
|
|
|
Bank of America |
|
|
28,662,260 |
|
|
|
33,323,362 |
|
IXIS Financial Products, Inc. |
|
|
4,030,074 |
|
|
|
|
|
MDA Monumental BGI Wrap |
|
|
|
|
|
|
43,967,438 |
|
Monumental Life |
|
|
60,286,128 |
|
|
|
|
|
Rabobank |
|
|
53,011,207 |
|
|
|
41,435,067 |
|
State Street Bank |
|
|
21,292,911 |
|
|
|
15,290,983 |
|
Union Bank of Switzerland |
|
|
39,206,620 |
|
|
|
35,642,109 |
|
|
|
|
|
|
|
206,489,200 |
|
|
|
169,658,959 |
|
|
|
|
|
|
|
|
|
|
Interest in common collective trusts |
|
|
24,622,702 |
|
|
|
12,443,974 |
|
|
|
|
Total net assets at fair value |
|
|
233,375,850 |
|
|
|
210,250,774 |
|
Wrap contracts at fair value |
|
|
(49,959 |
) |
|
|
(22,731 |
) |
Adjustment from fair value to contract
value for fully benefit responsive
investment contracts |
|
|
3,381,661 |
|
|
|
2,543,062 |
|
|
|
|
Total net assets |
|
$ |
236,707,552 |
|
|
$ |
212,771,105 |
|
|
|
|
8
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The Standish Mellon Fixed Income 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 Allegheny Master Trust. 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, 2006 and 2005, the interest
crediting rates for GICs and Fixed Maturity SICs ranged from 4.30% to 5.34% and 4.15% to 7.08%,
respectively.
Average yields for all fully-benefit responsive investment contracts for the years ended December
31, 2006 and 2005 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
2006 |
|
2005 |
|
|
|
Average yields: |
|
|
|
|
|
|
|
|
Based on actual earnings |
|
|
4.75 |
% |
|
|
4.56 |
% |
Based on interest rate credited to participants |
|
|
4.64 |
% |
|
|
4.44 |
% |
The composition of net assets of the Alliance Capital Growth Pool at December 31, 2006 and 2005 was
as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
|
|
Investment in pooled separate accounts: |
|
|
|
|
|
|
|
|
Alliance Equity Fund S.A. #4 |
|
$ |
34,335,972 |
|
|
$ |
39,779,750 |
|
Operating payables |
|
|
(10,572 |
) |
|
|
(11,734 |
) |
|
|
|
Total net assets |
|
$ |
34,325,400 |
|
|
$ |
39,768,016 |
|
|
|
|
9
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The composition of net assets of the T. Rowe Price Structured Research Common Trust Fund at
December 31, 2006 and 2005 was as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
|
|
Interest in common collective trusts |
|
$ |
72,210,981 |
|
|
$ |
66,391,950 |
|
Payables |
|
|
(34,228 |
) |
|
|
(126,421 |
) |
|
|
|
Total net assets |
|
$ |
72,176,753 |
|
|
$ |
66,265,529 |
|
|
|
|
The composition of the changes in net assets of the Allegheny Master Trust is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T. Rowe Price Structured |
|
|
Standish Mellon Fixed Income Fund |
|
Alliance Capital Growth Pool |
|
Research Common Trust Fund |
|
|
Years Ended December 31 |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
|
|
Investment income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
9,196,721 |
|
|
$ |
9,077,315 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Net realized/unrealized
gain (loss) on
corporate common
stocks |
|
|
6,246 |
|
|
|
(543 |
) |
|
|
|
|
|
|
(1 |
) |
|
|
11,900 |
|
|
|
(1,585,846 |
) |
Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
427,913 |
|
Net loss, registered
investment companies |
|
|
|
|
|
|
(7,739 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain (loss), pooled
separate accounts |
|
|
|
|
|
|
|
|
|
|
(283,791 |
) |
|
|
4,438,949 |
|
|
|
|
|
|
|
|
|
Net gain, common
collective trusts |
|
|
851,445 |
|
|
|
443,616 |
|
|
|
|
|
|
|
|
|
|
|
10,226,870 |
|
|
|
4,781,495 |
|
Administrative expenses |
|
|
(242,636 |
) |
|
|
(254,334 |
) |
|
|
(98,140 |
) |
|
|
(129,310 |
) |
|
|
(403,225 |
) |
|
|
(461,975 |
) |
Transfers |
|
|
14,124,671 |
|
|
|
4,681,472 |
|
|
|
(5,060,685 |
) |
|
|
(2,665,712 |
) |
|
|
(3,924,321 |
) |
|
|
(10,910,725 |
) |
|
|
|
Net increase (decrease) |
|
|
23,936,447 |
|
|
|
13,939,787 |
|
|
|
(5,442,616 |
) |
|
|
1,643,926 |
|
|
|
5,911,224 |
|
|
|
(7,749,138 |
) |
Total net assets at
beginning of year |
|
|
212,771,105 |
|
|
|
198,831,318 |
|
|
|
39,768,016 |
|
|
|
38,124,090 |
|
|
|
66,265,529 |
|
|
|
74,014,667 |
|
|
|
|
Total net assets at
end of year |
|
$ |
236,707,552 |
|
|
$ |
212,771,105 |
|
|
$ |
34,325,400 |
|
|
$ |
39,768,016 |
|
|
$ |
72,176,753 |
|
|
$ |
66,265,529 |
|
|
|
|
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.
10
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated August 4,
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, as amended, is qualified and the related trust is tax-exempt.
5. Parties-in-Interest
Dreyfus Corporation is the manager of the Dreyfus Mutual Funds that are offered as investment
options under this Plan. Dreyfus Service Corporation is the funds distributor. The Boston Company
is the manager of the Short Term Investment Fund. Dreyfus Corporation, Dreyfus Service Corporation
and The Boston Company are wholly owned subsidiaries of Mellon Financial Corporation. Mellon
Financial Corporation also owns Mellon Bank, N.A., the trustee for this Plan. T. Rowe Price
Associates, Inc. is the manager of the T. Rowe Price Structured Research Common Trust Fund.
Therefore, transactions with these entities qualify as party-in-interest transactions.
6. Plan Termination
Although it has not expressed any intent to do so, the employing companies have the right under the
Plan to discontinue their contributions at any time and to terminate their respective participation
in 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.
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.
11
Allegheny Technologies Retirement Savings Plan
Notes to Financial Statements (continued)
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 |
|
|
2006 |
|
2005 |
|
|
|
Net assets available for benefits per the
financial statements |
|
$ |
299,271,782 |
|
|
$ |
261,694,533 |
|
Deemed distribution of benefits to participants |
|
|
(157,053 |
) |
|
|
(42,340 |
) |
|
|
|
Net assets available for benefits per the Form 5500 |
|
$ |
299,114,729 |
|
|
$ |
261,652,193 |
|
|
|
|
12
Allegheny Technologies Retirement Savings Plan
EIN: 25-1792394 Plan: 004
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2006
|
|
|
|
|
|
|
|
|
Description |
|
Units/Shares |
|
|
Current Value |
|
|
Registered Investment Companies |
|
|
|
|
|
|
|
|
Artisan Midcap Funds |
|
|
136,344.0700 |
|
|
$ |
4,153,040 |
|
Dreyfus Appreciation Fund* |
|
|
41,712.7080 |
|
|
|
1,826,599 |
|
Dreyfus Bond Market Index* |
|
|
251,361.0050 |
|
|
|
2,511,096 |
|
Hartford Midcap Fund |
|
|
329,914.1600 |
|
|
|
8,904,383 |
|
Lord, Abbett Midcap Funds |
|
|
280,897.7280 |
|
|
|
6,292,109 |
|
Dreyfus Emerging Leaders Fd* |
|
|
443,786.4210 |
|
|
|
15,412,702 |
|
MFS Value Fund |
|
|
289,466.9770 |
|
|
|
7,749,031 |
|
Dreyfus Premier Intl Value Fd* |
|
|
710,342.6320 |
|
|
|
13,894,302 |
|
Morgan Stanley Small Growth Fund |
|
|
362,846.6270 |
|
|
|
4,829,852 |
|
Allianz NFJ Small Cap Value Funds |
|
|
259,386.9780 |
|
|
|
8,105,843 |
|
Oakmark Balanced Fund |
|
|
920,982.2210 |
|
|
|
23,835,020 |
|
Prudential Invt Portfolios Inc Jennison Growth Fd |
|
|
149,434.3750 |
|
|
|
2,456,701 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99,970,678 |
|
|
|
|
|
|
|
|
|
|
Self-directed accounts |
|
|
|
|
|
|
|
|
AIM Global Health Care Fund |
|
|
3,520.330 |
|
|
|
100,188 |
|
AIM Technology Fd |
|
|
98.7900 |
|
|
|
2,815 |
|
Allianz Funds Dividend Value Fund Cl D |
|
|
661.6600 |
|
|
|
11,288 |
|
American Centy Quantitive Eq Fds Growth Fund Inc |
|
|
1,862.0050 |
|
|
|
47,742 |
|
American Century Cap Real Estate Fund |
|
|
2,069.4340 |
|
|
|
62,828 |
|
Ariel Growth Fd Calvert Ariel Appreciation Fd |
|
|
437.0450 |
|
|
|
21,122 |
|
CGM Tr Rlty Fund |
|
|
1,509.8750 |
|
|
|
40,857 |
|
CGM Tr Focus Fund |
|
|
208.4900 |
|
|
|
7,232 |
|
Cohen & Steers Institutional Rlty |
|
|
549.8380 |
|
|
|
31,060 |
|
Cohen & Steers Realty Shares |
|
|
129.2250 |
|
|
|
11,559 |
|
DWS Technology Fund |
|
|
2,214.1820 |
|
|
|
25,906 |
|
DWS Invts High Income Plus Fund |
|
|
2,028.5310 |
|
|
|
15,742 |
|
Dodge & Cox Intl Stock Fd |
|
|
1,221.0230 |
|
|
|
53,310 |
|
Dodge & Cox Stock Fund |
|
|
26.6720 |
|
|
|
4,093 |
|
Dreyfus 100% US Treas MM Fd* |
|
|
355,540.7900 |
|
|
|
355,541 |
|
Dreyfus Invt Grade Bd Fds Inter Term Fd* |
|
|
803.5440 |
|
|
|
10,084 |
|
Dreyfus/Laurel Fds Inc Disciplined Stk Fd* |
|
|
250.8050 |
|
|
|
8,853 |
|
Dreyfus/Laurel Fds Inc S&P 500 Stk Index Fd* |
|
|
9,097.2230 |
|
|
|
267,549 |
|
Dreyfus Midcap Value Fd* |
|
|
271.0770 |
|
|
|
8,696 |
|
Dreyfus Growth & Value Fds Premier Techn Growth Fd* |
|
|
682.4940 |
|
|
|
17,424 |
|
Dreyfus Technology Growth Fd* |
|
|
3,495.1640 |
|
|
|
86,575 |
|
Dreyfus Premier Emerging Mkts Fd* |
|
|
5,954.9090 |
|
|
|
125,589 |
|
Dreyfus Premier Micro Cap Growth Fund* |
|
|
1,617.9540 |
|
|
|
35,207 |
|
13
Allegheny Technologies Retirement Savings Plan
EIN: 25-1792394 Plan: 004
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2006
|
|
|
|
|
|
|
|
|
Description |
|
Units/Shares |
|
Current Value |
|
|
FBR Fds Small Cap Fd |
|
|
29.3370 |
|
|
|
1,580 |
|
Federated Equity Kaufmann Fd |
|
|
36,301.0080 |
|
|
|
205,464 |
|
Fidelity Invt Tr Diversified Intl Fd |
|
|
264..8110 |
|
|
|
9,785 |
|
Fidelity Invt Tr Latin Amer Fd |
|
|
1,846.0500 |
|
|
|
82,574 |
|
Fidelity Commonwealth Small Cap Stk Fd |
|
|
2,183.1970 |
|
|
|
45,956 |
|
Fidelity Finl Tr Equity Income II Fund |
|
|
1,264.7980 |
|
|
|
30,659 |
|
Fidelity Mt Vernon Str Tr Growth Co Fd |
|
|
289.1680 |
|
|
|
20,158 |
|
Fidelity Mt Vernon Str tr Growth Co Fd |
|
|
104.3900 |
|
|
|
2,024 |
|
Fidelity Secs Fd Dividend Growth Fd |
|
|
498.9580 |
|
|
|
15,807 |
|
Fidelity Select Portfolios Technology Portfolio |
|
|
482.5310 |
|
|
|
32,759 |
|
Fidelity Select Portfolios Health Care Portfolio |
|
|
136.2020 |
|
|
|
17,033 |
|
Fidelity Select Portfolios Biotechnology Portfolio |
|
|
123.4440 |
|
|
|
8,019 |
|
Fidelity Select Portfolios American Gold Portfolio |
|
|
1.3910 |
|
|
|
51 |
|
Fidelity Select Portfolios Software & Computer Svcs Portfolio |
|
|
687.2980 |
|
|
|
45,066 |
|
Fidelity Select Portfolios Ele Portfolio |
|
|
3,278.8710 |
|
|
|
143,713 |
|
Fidelity Select Portfolios Computers Portfolio |
|
|
3,197.3390 |
|
|
|
126,263 |
|
First Eagle Overseas Fund |
|
|
5,099.5550 |
|
|
|
127,897 |
|
Firsthand Fds Technology Value Fd |
|
|
238.0860 |
|
|
|
8,593 |
|
Franklin Invs Secs Conv Secs Fd |
|
|
176.5610 |
|
|
|
2,880 |
|
Gamco Gold Fd |
|
|
912.0240 |
|
|
|
22,782 |
|
Gamco Global Growth Fd AAA |
|
|
241.2440 |
|
|
|
5,532 |
|
Gamco Global Ser Fds Conv Secs Fd |
|
|
967.2570 |
|
|
|
6,394 |
|
Gamco Growth Fund Class AAA |
|
|
1,625.2920 |
|
|
|
49,767 |
|
Growth Fd Amer Inc |
|
|
288.2120 |
|
|
|
9,180 |
|
Harbor Fd Bd Fd |
|
|
689.6040 |
|
|
|
7,972 |
|
Harbor Fd Intl Fd Inv |
|
|
330.9790 |
|
|
|
20,382 |
|
Janus Invt Fd Sh Ben Int |
|
|
1,287.8260 |
|
|
|
36,239 |
|
Janus Invt Fd Growth & Income Fd |
|
|
3,314.9880 |
|
|
|
126,831 |
|
Janus Invt Fd Worldwide Fd |
|
|
1,466.4690 |
|
|
|
73,998 |
|
Janus Invt Fd Twenty Fd |
|
|
681.4710 |
|
|
|
37,222 |
|
Janus Invt Fd Mid Cap Value Fd |
|
|
1,192.5480 |
|
|
|
28,395 |
|
Janus Invt Fd Global Value Fd |
|
|
1,771.0370 |
|
|
|
24,918 |
|
Janus Invt Fd Orion Fd |
|
|
20,925.1290 |
|
|
|
206,322 |
|
Janus Invt Fd Contrarian Fund |
|
|
11,299.4870 |
|
|
|
190,170 |
|
Janus Invt Fd Global Tech Fd |
|
|
3,219.7150 |
|
|
|
41,373 |
|
Janus Invt Fd Global Life Sciences Fd |
|
|
1,489.7850 |
|
|
|
29,289 |
|
Janus Invt Fd Enterprise Fd |
|
|
2,252.2200 |
|
|
|
106,868 |
|
Janus Invt Fd Mercury Fd |
|
|
5,268.3650 |
|
|
|
131,446 |
|
Jennison Sector Fds Health Sciences Fd |
|
|
894.2480 |
|
|
|
18,752 |
|
LKCM International Fund |
|
|
848.8960 |
|
|
|
11,452 |
|
Lazard Fds Emerging Mkts Portfolio Retail |
|
|
1,097.4250 |
|
|
|
22,848 |
|
Loomis Sayles Funds 1 Bond Fund Retail |
|
|
1,785.4010 |
|
|
|
25,442 |
|
Lord Abbett Mid Cap Value Fd, Class B |
|
|
362.6960 |
|
|
|
7,798 |
|
14
Allegheny Technologies Retirement Savings Plan
EIN: 25-1792394 Plan: 004
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2006
|
|
|
|
|
|
|
|
|
Description |
|
Units/Shares |
|
|
Current Value |
|
|
MFS Mid Cap Growth A |
|
|
1,790.3260 |
|
|
|
16,793 |
|
Marsico Invt Fd Growth & Income Fd |
|
|
1,610.0480 |
|
|
|
32,346 |
|
Masters Select Fds Intl Fd |
|
|
1,354.9800 |
|
|
|
25,392 |
|
Matthews Intl Fds Dragon Centy China Fd |
|
|
364.6200 |
|
|
|
8,809 |
|
Matthews Intl Fds India Fd |
|
|
1,343.1830 |
|
|
|
20,752 |
|
Meridian Fd |
|
|
233.3350 |
|
|
|
9,156 |
|
Franklin Mutual Series Fd Mutual Discovery Fund |
|
|
599.4520 |
|
|
|
18,259 |
|
Oberwies Fds China Opptys Fd |
|
|
1,131.8620 |
|
|
|
22,105 |
|
Old Hut Advisor Fds II Technology & Comm Fd |
|
|
935.1580 |
|
|
|
12,092 |
|
Old Hut Advisor Fds II Emerging Growth Fd |
|
|
3.4510 |
|
|
|
53 |
|
Pimco Fds Pac Invt Mgmt Ser Total Return Fd |
|
|
187,498.3620 |
|
|
|
1,946,233 |
|
Park Ave Portfolio Guardian Fd |
|
|
1,493.0110 |
|
|
|
55,525 |
|
Pimco Fds Pac Invt Mgmt Ser All Asset Fd Institutional |
|
|
418.6450 |
|
|
|
5,271 |
|
Pimco Fds Pac Invt Mgmt Ser Cmdty Real Ret Strategy Fd |
|
|
821.9460 |
|
|
|
11,474 |
|
Price T Rowe Media & Tech Fd* |
|
|
233.6990 |
|
|
|
10,091 |
|
Price T Rowe Growth Stock Fd* |
|
|
474.2330 |
|
|
|
15,000 |
|
Price T Rowe Health Sciences Fd* |
|
|
549.8580 |
|
|
|
14,368 |
|
Profounds Utils Ultrasector Profund Inv |
|
|
469.3440 |
|
|
|
11,321 |
|
Profounds Technology Ultrasector Profund |
|
|
666.8890 |
|
|
|
19,300 |
|
Profounds Precious Metals Ultra Sector Profund |
|
|
747.5440 |
|
|
|
30,507 |
|
Profounds Internet Ultrasector Profund |
|
|
508.7230 |
|
|
|
43,292 |
|
Profounds Real Estate Ultrasect Profund |
|
|
521.4140 |
|
|
|
29,178 |
|
Profounds Ultra Japan Profund Invs |
|
|
463.8690 |
|
|
|
22,642 |
|
RS Invt Tr Emerging Growth Fd |
|
|
979.0620 |
|
|
|
34,913 |
|
Rowe T Price Appreciation Fd Sh Ben Int* |
|
|
5,209.5300 |
|
|
|
107,421 |
|
Rowe T Price Blue Chip Growth Fd* |
|
|
316.0560 |
|
|
|
11,293 |
|
Rowe T Price Equity Income Fd Sh Ben Int* |
|
|
1,016.9490 |
|
|
|
30,051 |
|
Rowe T Price Mid Cap Growth Fd* |
|
|
395.0080 |
|
|
|
21,208 |
|
Rowe Price New Era Fd* |
|
|
399.0480 |
|
|
|
18,356 |
|
Rowe T Price Science & Tech Fd Inc Cap Stk* |
|
|
3,170.6670 |
|
|
|
66,457 |
|
Rowe T Price Small-Cap Value Fd Inc Cap Stk* |
|
|
863.6590 |
|
|
|
35,591 |
|
Rowe T Price Real Estate Fd* |
|
|
987.3430 |
|
|
|
25,009 |
|
Royce Fd Opporunity Fd |
|
|
119.8470 |
|
|
|
1,563 |
|
Royce Spl Equity Fund |
|
|
750.1440 |
|
|
|
14,793 |
|
Royce Fd Pennsylvania Mutual Fd |
|
|
763.1530 |
|
|
|
8,830 |
|
Ryder Ser Tr Dynamic Titan 500 Fd |
|
|
267.6470 |
|
|
|
12,711 |
|
Rydex Ser Fds Energy Fund |
|
|
405.3180 |
|
|
|
8,982 |
|
SSGA Fds Equity Fd |
|
|
1,451.5550 |
|
|
|
30,991 |
|
SSGA Fds Intl Stk Selection Fd |
|
|
1,860.3470 |
|
|
|
25,691 |
|
Selected Amern Shs |
|
|
1,041.3760 |
|
|
|
47,966 |
|
Stratton Growth Fund |
|
|
702.4200 |
|
|
|
29,375 |
|
Thrd Ave Tr Formerly Third Ave to 3/17/97 Real Estate Val |
|
|
408.2810 |
|
|
|
14,143 |
|
Vanguard Specialized Portfolio Energy Portfolio |
|
|
1,626.2940 |
|
|
|
105,107 |
|
Vanguard Specialized Portfolio Gold & Precious |
|
|
1,568.5330 |
|
|
|
43,997 |
|
Vanguard Specialized Portfolio Health Care |
|
|
240.1550 |
|
|
|
34,967 |
|
Vanguard Equity Income Fd |
|
|
656.3120 |
|
|
|
16,605 |
|
Vanguard Fenway Fds Primecap Core Fd |
|
|
2,145.7290 |
|
|
|
27,058 |
|
15
Allegheny Technologies Retirement Savings Plan
EIN: 25-1792394 Plan: 004
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2006
|
|
|
|
|
|
|
|
|
Description |
|
Units/Shares |
|
|
Current Value |
|
|
Vanguard Wellington Fd |
|
|
2,103.5480 |
|
|
|
68,218 |
|
Vanguard Windsor fd |
|
|
806.4520 |
|
|
|
15,032 |
|
Vanguard Windsor Fd II |
|
|
3,085.3830 |
|
|
|
107,217 |
|
Vanguard Horizon Fds Strategic Equity Fd |
|
|
773.8180 |
|
|
|
18,293 |
|
Vanguard Index Tr 500 Portfolio |
|
|
713.4860 |
|
|
|
93,174 |
|
Vanguard Index Tr Value Portfolio |
|
|
1,857.4490 |
|
|
|
49,371 |
|
Vanguard Index Tr Growth Portfolio |
|
|
220.6920 |
|
|
|
6,570 |
|
Vanguard Index Tr Small Capitalization Stk Fd |
|
|
511.3050 |
|
|
|
16,679 |
|
Vanguard Index Tr Mid Capitalization Stk Port Inv Sh |
|
|
241.5810 |
|
|
|
4,778 |
|
Wasatch Fds Inc Heritage Growth Fund |
|
|
1,043.2010 |
|
|
|
12,174 |
|
Wells Fargo Fds Tr Advantage Discovery Fd |
|
|
3,350.1410 |
|
|
|
73,636 |
|
Wells Fargo Fds Advantage Growth Fd |
|
|
533.0470 |
|
|
|
12,111 |
|
Wells Fargo Fds Tr Advantage Dividend Income Fd |
|
|
8,101.4640 |
|
|
|
141,857 |
|
Wexford Tr Muhlenkamp Fd |
|
|
82.1100 |
|
|
|
7,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,298,216 |
|
|
|
|
|
|
|
|
|
Total registered investment companies |
|
|
|
|
|
$ |
107,268,894 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Common Stocks |
|
|
|
|
|
|
|
|
Allegheny Technologies Incorporated* |
|
|
370,421.8130 |
|
|
$ |
33,589,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant loans* (8.25% to 9.25%, with maturities
through 2020) |
|
|
2,638,858.5600 |
|
|
$ |
2,638,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Collective Trusts |
|
|
|
|
|
|
|
|
The Boston Company Short Term Investment Fund* |
|
|
121,204.5400 |
|
|
$ |
121,204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing cash |
|
|
|
|
|
$ |
12,057 |
|
|
|
|
|
|
|
|
|
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 TECHNOLOGIES RETIREMENT SAVINGS PLAN |
|
|
|
|
|
|
|
Date:
June 22, 2007
|
|
By:
|
|
/s/ Richard J. Harshman
Richard J. Harshman
|
|
|
|
|
|
|
Executive Vice President-Finance and |
|
|
|
|
|
|
Chief Financial Officer |
|
|
|
|
|
|
(Principal Financial Officer and Duly |
|
|
|
|
|
|
Authorized Officer) |
|
|