allegheney-sch13g_17034.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)1
 
Allegheny Technologies Inc.
(Name of Issuer)
 
COMMON STOCK
(Title of Class of Securities)
 
01741R102
(CUSIP Number)
 
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
x      Rule 13d-1(b)
 
o      Rule 13d-1(c)
 
o      Rule 13d-1(d)
________________________________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
Page 1 of 8 Pages
 
CUSIP No. 01741R102
  
Page 2 of 8
 
           
1.   NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Trustees of General Electric Pension Trust
I.R.S. # 14-6015763
   
 
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
 
(a)   o
 
(b)  x
     
3.   SEC USE ONLY
   
   
     
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  State of New York
       
  5.   SOLE VOTING POWER
     
NUMBER OF
   None
       
SHARES
 6.   SHARED VOTING POWER
BENEFICIALLY
    
OWNED BY
  
2,309,554
       
EACH
 7.   SOLE DISPOSITIVE POWER
REPORTING
    
PERSON
   None
       
WITH:
 8.   SHARED DISPOSITIVE POWER
     
   
2,309,554
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,309,554
     
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
 
(SEE INSTRUCTIONS)               o
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
 
2.34% (5.75% if aggregated with the shares beneficially owned by the other Reporting Persons (as defined in the Introductory Note))2
     
12.   TYPE OF REPORTING PERSON *
   
  EP
 
2
This percentage is based on 98,584,640 shares of Common Stock outstanding as of October 26, 2010, as set forth in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2010.
 
 
Page 2 of 8 Pages
 
CUSIP No. 01741R102
  
Page 3 of 8
 
           
1.   NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
GE Asset Management Incorporated, as Investment Manager of GEPT (as defined below) and as Investment Adviser to certain other entities and accounts
I.R.S. # 06-1238874
   
 
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
 
(a)   o
 
(b)  x
     
3.   SEC USE ONLY
   
   
     
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  State of Delaware
       
  5.   SOLE VOTING POWER
     
NUMBER OF
   3,362,396
       
SHARES
 6.   SHARED VOTING POWER
BENEFICIALLY
    
OWNED BY
  
2,309,554
       
EACH
 7.   SOLE DISPOSITIVE POWER
REPORTING
    
PERSON
   3,362,396
       
WITH:
 8.   SHARED DISPOSITIVE POWER
     
   
2,309,554
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
5,671,950
     
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
 
(SEE INSTRUCTIONS)               o
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  5.75%3
     
12.   TYPE OF REPORTING PERSON *
   
  IA, CO
 
3
This percentage is based on 98,584,640 shares of Common Stock outstanding as of October 26, 2010, as set forth in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2010.
 
 
Page 3 of 8 Pages
 
CUSIP No. 01741R102
  
Page 4 of 8
 
           
1.   NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
General Electric Company
I.R.S. # 14-0689340
   
 
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
 
(a)   o
 
(b)  x
     
3.   SEC USE ONLY
   
   
     
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  State of New York
       
  5.   SOLE VOTING POWER
     
NUMBER OF
   Disclaimed (see 9 below)
       
SHARES
 6.   SHARED VOTING POWER
BENEFICIALLY
    
OWNED BY
   Disclaimed (see 9 below)
       
EACH
 7.   SOLE DISPOSITIVE POWER
REPORTING
    
PERSON
   Disclaimed (see 9 below)
       
WITH:
 8.   SHARED DISPOSITIVE POWER
     
    Disclaimed (see 9 below)
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
Beneficial ownership of all shares disclaimed by General Electric Company
 
     
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
 
(SEE INSTRUCTIONS)               x Disclaimed (see 9 above)
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  Not Applicable (see 9 above)
     
12.   TYPE OF REPORTING PERSON *
   
  CO
 
* SEE INSTRUCTIONS BEFORE FILING OUT!
 
 
Page 4 of 8 Pages
 
CUSIP No. 01741R102
  
Page 5 of 8

INTRODUCTORY NOTE:  This Statement on Schedule 13G is filed on behalf of General Electric Company, a New York corporation (“GE”), GE Asset Management Incorporated, a Delaware corporation and a wholly owned subsidiary of GE (“GEAM”) and the Trustees of General Electric Pension Trust, a New York common law trust (“GEPT”) (the “Schedule 13G”).  GEAM is a registered investment adviser and acts as Investment Manager of GEPT and as Investment Adviser to certain other entities and accounts.  GEAM may be deemed to be the beneficial owner of 2,309,554 shares of Common Stock of Allegheny Technologies Inc. (the “Issuer”) owned by GEPT and of 3,362,396 shares of Common Stock of the Issuer owned by such other entities and accounts.  GEAM and GEPT each expressly disclaim that they are members of a “group.”  GE disclaims beneficial ownership of all shares and expressly disclaims that it is a member of a “group.”
 
 
Item 1(a)
Name of Issuer
 
Allegheny Technologies Inc.
 
Item 1(b)
Address of Issuer’s Principal Executive Office
 
1000 Six PPG Place
Pittsburgh, Pennsylvania 15222-5479
 
Item 2(a)
Name of Person Filing
 
Trustees of General Electric Pension Trust (see Schedule II)
 
 
GE Asset Management Incorporated as Investment Manager of GEPT and as Investment Adviser to certain entities and accounts
 
General Electric Company
 
Item 2(b)
Address of Principal Business Office or, if none, Residence
 
 
The address of the principal offices of GEPT and GEAM is 3001 Summer Street, Stamford, Connecticut 06904.  The address of the principal offices of General Electric Company is 3135 Easton Turnpike, Fairfield, Connecticut 06828.
 
Item 2(c)
Citizenship
 
Trustees of General Electric Pension Trust - New York common law trust

GE Asset Management Incorporated - Delaware corporation

General Electric Company - New York corporation
 
Item 2(d)
Title of Class of Securities
 
Common Stock
 
Item 2(e)
CUSIP Number
 
01741R102
 
Item 3
If this statement is filed pursuant to §§240.13d-1(b) or 240.13-2(b) or (c), check whether the person filing is a:
 
 
(a) o
Broker or Dealer registered under Section 15 of the Act (15 U.S.C.78o)
 
 
(b) o
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C.78c)
 
 
Page 5 of 8 Pages
 
CUSIP No. 01741R102
  
Page 6 of 8

 
(c) o
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C.78c)
 
 
(d) o
Investment Company registered under Section 8 of the Investment Company Act of 1940 (U.S.C.80a-8)
 
 
(e) x
An Investment Adviser in accordance with §240.13-1(b)(1)(ii)(E)
 
 
(f) x
An Employee Benefit Plan or Endowment Fund in accordance with §240.13d-1(b)(1)(ii)(F)
 
 
(g) o
A Parent Holding Company or Control Person in accordance with §240.13d-1(b)(1)(ii)G)
 
 
(h) o
A Savings Association as defined in Section 3(b) of the federal Deposit Insurance Act (U.S.C. 1813)
 
 
(i) o
A Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
 
 
(j) x
Group, in accordance with §240.13d-1(b)(1)(ii)(J)
 
Item 4
Ownership


 
GEPT
 
GEAM
 
GE
 
(a)   Amount beneficially owned
 
2,309,554
 
5,671,950
 
Disclaimed
 
(b)   Percent of class
 
2.34%
 
5.75%
 
Disclaimed
 
(c)   No. of shares to which person has
 
      
(i)   sole power to vote or direct the vote
 
None
 
3,362,396
 
Disclaimed
 
(ii)   shared power to vote or direct the vote
 
2,309,554
 
2,309,554
 
Disclaimed
 
(iii)   sole power to dispose or to direct disposition
 
None
 
3,362,396
 
Disclaimed
 
(iv)   shared power to dispose or to direct disposition
 
2,309,554
 
2,309,554
 
Disclaimed
 
 
Item 5
Ownership of Five Percent or Less of a Class
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  o
 
Item 6
Ownership of More than Five Percent on Behalf of Another Person
 
 
Not Applicable
 
 
Page 6 of 8 Pages
 
CUSIP No. 01741R102
  
Page 7 of 8
 
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
 
 
Not Applicable
 
Item 8
Identification and Classification of Members of the Group
 
 
See Introductory Note above
 
Item 9
Notice of Dissolution of Group
 
 
Not Applicable
 
Item 10
Certification
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 
 
 
 
 
 
Page 7 of 8 Pages
 
CUSIP No. 01741R102
  
Page 8 of 8
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:               February 14, 2011
 
     
  GENERAL ELECTRIC PENSION TRUST
 
 		 By:  
GE Asset Management Incorporated, its Investment Manager

 
  By:   /s/ Michael M. Pastore
 
Name:   Michael M. Pastore
  Title:     Senior Vice President - Deputy Gen. Counsel & Asst. Secretary
 
     
 
GE ASSET MANAGEMENT INCORPORATED
 
 		    
  By:   /s/ Michael M. Pastore
 
Name:   Michael M. Pastore
  Title:     Senior Vice President - Deputy Gen. Counsel & Asst. Secretary
 
     
 
GENERAL ELECTRIC COMPANY
 
 		    
  By:   /s/ James W. Ireland III
 
Name:   James W. Ireland III
  Title:     Vice President 

 
 
 
Page 8 of 8 Pages
 
  
 
  Schedule I

JOINT FILING AGREEMENT

This will confirm the agreement by and between all the undersigned that the Schedule 13G on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of the Common Stock of Allegheny Technologies Inc. is being filed on behalf of each of the undersigned.
 
Date:               February 14, 2011
 
     
  GENERAL ELECTRIC PENSION TRUST
 
 		 By:  
GE Asset Management Incorporated, its Investment Manager

 
  By:   /s/ Michael M. Pastore
 
Name:   Michael M. Pastore
  Title:     Senior Vice President - Deputy Gen. Counsel & Asst. Secretary
 
     
 
GE ASSET MANAGEMENT INCORPORATED
 
 		    
  By:   /s/ Michael M. Pastore
 
Name:   Michael M. Pastore
  Title:     Senior Vice President - Deputy Gen. Counsel & Asst. Secretary
 
     
 
GENERAL ELECTRIC COMPANY
 
 		    
  By:   /s/ James W. Ireland III
 
Name:   James W. Ireland III
  Title:     Vice President 
 
 
 
 
 
  Schedule II

TRUSTEES OF GENERAL ELECTRIC PENSION TRUST
 
3001 Summer Street, P.O. Box 7900
Stamford, Connecticut 06904
 
The names of the Trustees of General Electric Pension Trust are as follows:

 
Jay W. Ireland, III
 
Paul M. Colonna
 
Michael T. Cosgrove
 
Ralph R. Layman
 
Matthew J. Simpson
 
Donald W. Torey
 
John J. Walker
 
David W. Wiederecht
 
Tracie A. Winbigler