SecProbe.io

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 June 24, 2025

Donald P. Newman
Chief Financial Officer
ATI Inc.
2021 McKinney Avenue
Dallas, Texas 75201

 Re: ATI Inc.
 Form 10-K for the Fiscal Year Ended December 29, 2024
 File No. 001-12001
Dear Donald P. Newman:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 ATI Inc. 2021 McKinney Avenue
 Suite 1100 Dallas, TX 75201
 www.ATImaterials.com June 20, 2025
 United States Securities and Exchange Commission Division of
Corporation Finance Office of Manufacturing 100 F Street,
N.E. Washington, D.C. 20549 Attention: Claire Erlanger
 Re: ATI Inc. Form
 10-K for the Fiscal Year Ended December 29, 2024 Form 8-K furnished
February 4, 2025 File No. 001-12001
 Ladies and Gentlemen: ATI Inc (“ATI” or the
“Company”) is in receipt of the comments of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter, dated May 7, 2025, in
response to our letter, dated April 22, 2025. Our April 22, 2025 letter responded to comments of the Staff with respect to the above-referenced Annual Report on Form 10-K for the Fiscal Year ended
December 29, 2024 (the “Form 10-K”) and the above-referenced Current Report on Form 8-K furnished on February 4, 2025 (the “Form 8-K”). For the Staff’s convenience, the text of the Staff’s May 7, 2025 comment is set forth below,
followed by the Company’s response. All terms used but not defined herein have the meanings assigned to such terms in the Form 10-K and Form 8-K, as applicable.
Page references in the text of our responses correspond to page numbers in the Form 10-K and Form 8-K, as applicable.
 Response Letter dated April 22, 2025
 Management’s Discussion and Analysis of Financial Condition and Results of Operations Results by Business Segment, page 24
 We note from your response to our prior comment 1, that the reconciliation of Total Segment EBITDA to net income (by way of EBITDA and Adjusted EBITDA
subtotals), includes an adjustment for corporate expenses. As these costs most likely represent normal operating costs of your business, they would not be an appropriate non-GAAP adjustment. Please revise
future filings accordingly. See guidance in Question 100.01 of the CD&I on non-GAAP Financial Measures.

 United States Securities and Exchange Commission
 June 20, 2025 Page
 2

 Response:
 We acknowledge the Staff’s comments as well as the guidance included in Question 100.01 of the SEC Staff’s Compliance & Disclosures
Interpretations (“CD&Is”). In future filings, we will refrain from presenting Total Segment EBITDA, including in our reconciliations.
 Should the Staff have any additional comments or need further information, please contact me at 801-554-6890 or don.newman@atimaterials.com .

 Sincerely,

 /s/ Don Newman

 Don Newman
 EVP & Chief Financial Officer

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 May 7, 2025

Donald P. Newman
Chief Financial Officer
ATI Inc.
2021 McKinney Avenue
Dallas, Texas 75201

 Re: ATI Inc.
 Form 10-K for the Fiscal Year Ended December 29, 2024
 Form 8-K furnished February 4, 2025
 Response Letter dated April 22, 2025
 File No. 001-12001
Dear Donald P. Newman:

 We have reviewed your April 22, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our March
14, 2025 letter.

Response Letter dated April 22, 2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results by Business Segment, page 24

1. We note from your response to our prior comment 1, that the
reconciliation of Total
 Segment EBITDA to net income (by way of EBITDA and Adjusted EBITDA
 subtotals), includes an adjustment for corporate expenses. As these
costs most likely
 represent normal operating costs of your business, they would not be an
appropriate
 non-GAAP adjustment. Please revise future filings accordingly. See
guidance in
 Question 100.01 of the C&DI on Non-GAAP Financial Measures.
 May 7, 2025
Page 2

 Please contact Claire Erlanger at 202-551-3301 if you have questions
regarding
comments on the financial statements and related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
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CORRESP
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 filename1.htm

 CORRESP

 ATI Inc. 2021 McKinney
Avenue Suite 1100 Dallas, TX 75201
 www.ATImaterials.com April 22, 2025
 United States Securities and Exchange Commission Division of
Corporation Finance Office of Manufacturing 100 F Street,
N.E. Washington, D.C. 20549 Attention: Claire Erlanger
 Re: ATI Inc. Form
 10-K for the Fiscal Year Ended December 29, 2024 Form 8-K furnished
February 4, 2025 File No. 001-12001
 Ladies and Gentlemen: ATI Inc (“ATI” or the
“Company”) is in receipt of the comments of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter, dated March 14, 2025,
with respect to the above-referenced Annual Report on Form 10-K for the Fiscal Year ended December 29, 2024 (the “Form 10-K”) and the above-referenced
Current Report on Form 8-K furnished on February 4, 2025 (the “Form 8-K”).
 For the Staff’s convenience, the text of the Staff’s comments is set forth below, followed by the Company’s responses. All terms used but not
defined herein have the meanings assigned to such terms in the Form 10-K and Form 8-K, as applicable. Page references in the text of our responses correspond to page
numbers in the Form 10-K and Form 8-K, as applicable. Form 10-K for the Fiscal Year Ended December 29, 2024 Management’s Discussion and Analysis of Financial
Condition and Results of Operations Results by Business Segment, page 24 SEC Comment No. 1:
 We refer to your presentation of Total Segment EBITDA. When this measure is presented outside of the ASC 280 disclosure in the notes to the financial
statements, it must comply with the non-GAAP guidance. Please note that the measure must not exclude normal, recurring operating expenses. See Question 100.01 of the SEC Staff’s C&DIs on Non-GAAP Financial Measures. If you believe that presentation of this non-GAAP measure is appropriate, please revise to address the following:

 •

 Explicitly identify this as a non-GAAP measure;

 •

 Begin the reconciliation with the most directly comparable GAAP measure rather than the non-GAAP measure; and

 •

 Reconcile to net income in accordance with Question 103.01 of the SEC Staff’s
 Non-GAAP Compliance and Disclosure Interpretations

 United States Securities and Exchange Commission
 April 22, 2025 Page
 2

 Refer to Item 10(e) of Regulation S-K. Similarly, the reconciliation
for Adjusted EBITDA should also begin with the comparable GAAP measure. Please note this comment also applies to your disclosure in your earnings releases furnished on Form 8-K.
 Response: We acknowledge the Staff’s comments as
well as the guidance included in Question 100.01 of the SEC Staff’s Compliance & Disclosures Interpretations (“CD&Is”). Management believes the presentation of segment EBITDA is appropriate and in compliance with Question
100.01 of the SEC Staff’s CD&Is on the Non-GAAP Financial Measures. Management further agrees that segment EBITDA should be more clearly identified as a
 non-GAAP financial measure when presented outside of the ASC 280 disclosure in the notes to the financial statements.
 The Company, in future filings, will revise our disclosure of Total segment EBITDA to clearly identify this as a
 non-GAAP measure. Further, we will revise our reconciliation of both Adjusted EBITDA and Total segment EBITDA to begin the reconciliation with net income attributable to ATI in accordance with Question 103.02
of the SEC Staff’s Compliance & Disclosures Interpretations (“CD&Is”) on Non-GAAP Financial Measures.
 We will make these revisions beginning with our Form 10-Q for the quarterly period ended March 30, 2025. Further,
we will make similar revisions to our non-GAAP reconciliations for Adjusted EBITDA and Total segment EBITDA in future earnings releases furnished on Form 8-K, in
addition to those revisions discussed below in our responses to the Staff’s comments on our Form 8-K furnished on February 4, 2025. We anticipate filing the Form
 10-Q and Form 8-K (earnings release) for the quarterly period ended March 30, 2025 on Thursday, May 1, 2025.
 For illustrative purposes, we have included the below sample revised disclosure that would replace the last paragraph on page 23 and would replace the table
under “Results by Business Segment” on page 24 of Form 10-K: [We have omitted certain paragraphs
discussing our consolidated and segment results as well as the notes explaining the special items for purposes of this illustration.]
 Results by Business Segment
 ATI utilizes Adjusted EBITDA and Segment EBITDA, which are non-GAAP financial measures to assist in
assessing operating performance on a consistent basis across multiple reporting periods by removing the impact of special items, which can vary from period to period, that management does not believe are directly reflective of the Company’s
core operations. The Company defines special items as significant non-recurring or non-operational charges or credits, including restructuring charges or credits, gains
or losses from the sale of accounts receivables, strike related costs, goodwill and long-lived asset impairments, debt extinguishment charges, pension remeasurement gains and losses, other postretirement/pension curtailment and settlement gains and
losses, and gains or losses on sales of businesses.

 United States Securities and Exchange Commission
 April 22, 2025 Page
 3

 We define Adjusted EBITDA as net income, excluding net interest expense, income taxes,
depreciation and amortization, and special items. Our measure of Segment EBITDA, which we use to analyze the performance and
results of our business segments, excludes net interest expense, income taxes, depreciation and amortization, special charges, corporate expenses, closed operations and other income (expense).
 Management believes presenting these non-GAAP financial measures is useful to investors because it
(1) provides investors with meaningful supplemental information regarding financial and operating performance by excluding certain items management believes do not directly impact the Company’s core operations, (2) permits investors
to view performance using the same metrics that management uses to forecast, evaluate performance, and make operating and strategic decisions, and (3) provides additional information useful to investors on a period-to-period consistent basis that are commonly used to analyze companies’ operating performance. Management believes that consideration of these non-GAAP
financial measures, together with our GAAP financial measures and the corresponding reconciliations, provides investors with additional understanding of the Company’s performance and trends that would be absent such disclosures.
 Non-GAAP financial measures should be viewed in addition to, and not superior to or as an
alternative for, the Company’s reported results prepared in accordance with GAAP. The following table provides the reconciliation of net income attributable to ATI to the Adjusted EBITDA and Total segment EBITDA
 non-GAAP financial measures:

 Reconciliation of net income attributable to ATI to Adjusted

 EBITDA and Total segment EBITDA

 Fiscal Year Ended

 December 29, 2024

 December 31, 2023

 January 1, 2023

 Net income attributable to ATI

 $
 367.8

 $
 410.8

 $
 323.5

 Net income attributable to noncontrolling interests

 14.9

 12.6

 15.6

 Net income

 382.7

 423.4

 339.1

 (+) Depreciation and Amortization

 151.5

 146.1

 142.9

 (+) Interest expense

 108.2

 92.8

 87.4

 (+/-) Income tax provision (benefit)

 103.4

 (128.2
 )

 15.5

 EBITDA

 $
 745.8

 $
 534.1

 $
 584.9

 Adjustments for special items, pre-tax:

 (+) Restructuring and other charges (a)

 22.1

 31.4

 23.7

 (+) Pension remeasurement loss (b)

 14.1

 26.8

 (100.3
 )

 (+) Pension settlement loss (c)

 — 

 41.7

 — 

 (-) Joint venture restructuring credit (e)

 — 

 — 

 (0.9
 )

 (+/-) Loss (gain) on sales of businesses, net (d)

 (52.9
 )

 0.6

 105.4

 Adjusted EBITDA

 $
 729.1

 $
 634.6

 $
 612.8

 Corporate expenses

 64.0

 62.3

 60.3

 Closed operations and other expense (income)

 (10.8
 )

 13.3

 5.6

 Total segment EBITDA

 $
 782.3

 $
 710.2

 $
 678.7

 Segment Results

 Fiscal Year Ended

 December 29, 2024

 December 31, 2023

 January 1, 2023

 Sales:

 High Performance Materials & Components

 $
 2,278.5

 $
 2,120.2

 $
 1,641.2

 Advanced Alloys & Solutions

 2,083.6

 2,053.5

 2,194.8

 Total external sales

 $
 4,362.1

 $
 4,173.7

 $
 3,836.0

 Segment EBITDA:

 High Performance Materials & Components

 $
 461.4

 $
 433.6

 $
 303.4

 % of Sales

 20.3
 %

 20.5
 %

 18.5
 %

 Advanced Alloys & Solutions

 $
 320.9

 $
 276.6

 $
 375.3

 % of Sales

 15.4
 %

 13.5
 %

 17.1
 %

 Total segment EBITDA

 $
 782.3

 $
 710.2

 $
 678.7

 United States Securities and Exchange Commission
 April 22, 2025 Page
 4

 Form 8-K furnished February 4, 2025 Exhibit 99.1, page 2
 SEC Comment No. 2: We note from the
first paragraph on page 2, that you discuss adjusted earnings per share and ATI adjusted EBITDA and in the third paragraph, you discuss free cash flow and Adjusted EBITDA without a discussion of the most directly comparable GAAP measures, thereby
giving undue prominence to these non-GAAP measures. Please revise to include a discussion with equal or greater prominence of the most directly comparable GAAP measure in accordance with Instruction 2 of Item
2.02 of Form 8-K and Item 10(e)(1)(i) of Regulation S-K. See also Question 102.10(a) of the SEC Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Response:
 In accordance with Item 10(e)(1)(i) of Regulation S-K and Question 102.10(a) of the SEC Staff’s CD&Is on Non-GAAP Financial Measures, it is the Company’s intent to consistently provide GAAP financial measures with equal or greater prominence when non-GAAP financial measures
are disclosed within our periodic SEC filings or in other public disclosures, such as investor presentations. The Company previously included a footnote on non-GAAP financial measures, directing the reader to
refer to the detailed GAAP to non-GAAP reconciliations included in the accompanying financial tables. The Company
acknowledges the Staff’s comment and, in future filings, will revise its discussions of non-GAAP financial measures to include the most directly comparable GAAP measure in the text preceding the non-GAAP measure. The Company believes this will ensure that the GAAP measures have equal or greater prominence to non-GAAP measures.
 SEC Comment No. 3: We note that your
disclosure at the top of page 14 identifies certain Non-GAAP financial measures and discloses the reasons management believes these measures are useful to investors. Please revise to include the reasons
management believes the measure is useful to investors as it applies to ALL non-GAAP measures used in this press release. In this regard, your disclosure should include Managed Working Capital, Free Cash Flow,
Adjusted net income and Adjusted EPS. Response: We
understand and acknowledge the Staff’s comment. In future filings, beginning with those for the period ended March 30, 2025, the Company will update the discussion of non-GAAP financial measures
prior to the tabular presentations (i.e. the top of page 14). The updated discussion will include the reasons any non-GAAP measures used in the release, such as Adjusted net income, Adjusted EPS, Adjusted
EBITDA, Segment EBITDA, Managed working capital and Adjusted free cash flow, are useful to investors. For illustrative purposes, we have included below examples showing how the planned disclosure would have read for the release furnished on
February 4, 2025:

 United States Securities and Exchange Commission
 April 22, 2025 Page
 5

 Non-GAAP Financial Measures
 (Unaudited, dollars in millions, except per share amounts)
 The Company reports its financial results in accordance with accounting principles generally accepted in the United States of America
(“GAAP”). This report includes financial performance measures that are not defined by GAAP, including Adjusted net income attributable to ATI, Adjusted EPS, Adjusted EBITDA, Segment EBITDA, Adjusted free cash flow and Managed working
capital. The Company uses these non-GAAP financial measures to assist in assessing operating performance on a consistent basis across multiple reporting periods by removing the impact of special items, which
can vary from period to period, that management does not believe are directly reflective of the Company’s core operations. The Company defines special items as significant non-recurring or non-operational charges or credits, including restructuring charges or credits, gains or losses from the sale of accounts receivables, strike related costs, goodwill and long-lived asset impairments, debt
extinguishment charges, pension remeasurement gains and losses, other postretirement/pension curtailment and settlement gains and losses, and gains or losses on sales of businesses.
 Adjusted net income attributable to ATI and related Adjusted EPS are calculated by adjusting net income attributable to ATI for the tax-effected impact of special items. We define Adjusted EBITDA as net income, excluding net interest expense, income taxes, depreciation and amortization, and special items. Our measure of segment EBITDA, which we
use to analyze the performance and results of our business segments, excludes net interest expense, income taxes, depreciation and amortization, special charges, corporate expenses, closed operations and other income (expense). Our methods of
calculating Adjusted free cash flow and Managed working capital are discussed in greater detail below under the headings “Adjusted Free Cash Flow” and “Managed Working Capital,” respectively.
 Management believes presenting these non-GAAP financial measures is useful to investors because it
(1) provides investors with meaningful supplemental information regarding financial and operating performance by excluding certain items management believes do not directly impact the Company’s core operations, (2) permits investors
to view performance using the same metrics that management uses to forecast, evaluate performance, and make operating and strategic decisions, and (3) provides additional information useful to investors on a period-to-period consistent basis that are commonly used to analyze companies’ operating performance. Management believes that consideration of these non-GAAP
financial measures, together with our GAAP financial measures and the corresponding reconciliations, provides investors with additional understanding of the Company’s performance and trends that would be absent such disclosures.
 Non-GAAP financial measures should be viewed in addition to, and not superior to or as an
alternative for, the Company’s reported results prepared in accordance with GAAP. The following tables provides the calculation of the non-GAAP financial measures discussed in this press release:
 The Company notes we have addressed the use of Free Cash Flow as a non-GAAP financial measure in our response to the
Staff’s comment regarding the use of “Adjusted free cash flow” below. Additionally, the Company will update its discussion of the use of
Managed working capital tabular presentation as a non-GAAP measure by investors by updating the paragraph preceding the Managed working capital tabular presentation.

 United States Securities and Exchange Commission
 April 22, 2025 Page
 6

 For illustrative purposes, the Company’s proposed disclosure, which would replace the paragraph
preceding the Managed working capital table on page 17 of Form 8-K furnished on February 4, 2025, is included below:
 Managed Working Capital
 As part of managing the performance of our business, we focus on Managed working capital, a non-GAAP
financial measure that we define as gross accounts receivable, short-term contract assets and gross inventori

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 March 14, 2025

Donald P. Newman
Chief Financial Officer
ATI Inc.
2021 McKinney Avenue
Dallas, Texas 75201

 Re: ATI Inc.
 Form 10-K for the Fiscal Year Ended December 29, 2024
 Form 8-K furnished February 4, 2025
 File No. 001-12001
Dear Donald P. Newman:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 29, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results by Business Segment, page 24

1. We refer to your presentation of Total Segment EBITDA. When this measure
is
 presented outside of the ASC 280 disclosure in the notes to the
financial statements, it
 must comply with the non-GAAP guidance. Please note that the measure
must not
 exclude normal, recurring operating expenses. See Question 100.01 of the
SEC Staff's
 C&DIs on Non-GAAP Financial Measures. If you believe that presentation
of this
 non-GAAP measure is appropriate, please revise to address the following:
 Explicitly identify this as a non-GAAP measure;
 Begin the reconciliation with the most directly comparable GAAP
measure rather
 than the non-GAAP measure; and
 Reconcile to net income in accordance with Question 103.01 of the
SEC Staff s
 Non-GAAP Compliance and Disclosure Interpretations
 Refer to Item 10(e) of Regulation S-K. Similarly, the reconciliation for
Adjusted
 March 14, 2025
Page 2

 EBITDA should also begin with the comparable GAAP measure. Please note
this
 comment also applies to your disclosure in your earnings releases
furnished on Form
 8-K.
Form 8-K furnished February 4, 2025
Exhibit 99.1, page 2

2. We note from the first paragraph on page 2, that you discuss adjusted
earnings per
 share and ATI adjusted EBITDA and in the third paragraph, you discuss
free cash
 flow and Adjusted EBITDA without a discussion of the most directly
comparable
 GAAP measures, thereby giving undue prominence to these non-GAAP
measures.
 Please revise to include a discussion with equal or greater prominence
of the most
 directly comparable GAAP measure in accordance with Instruction 2 of
Item 2.02 of
 Form 8-K and Item 10(e)(1)(i) of Regulation S-K. See also Question
102.10(a) of the
 SEC Staff's Compliance and Disclosure Interpretations on Non-GAAP
Financial
 Measures.
3. We note that your disclosure at the top of page 14 identifies certain
Non-GAAP
 financial measures and discloses the reasons management believes these
measures are
 useful to investors. Please revise to include the reasons management
believes the
 measure is useful to investors as it applies to ALL non-GAAP measures
used in this
 press release. In this regard, your disclosure should include Managed
Working
 Capital, Free Cash Flow, Adjusted net income and Adjusted EPS.
4. We note from your reconciliation of free cash flow on page 17 that it is
not calculated
 using the typical definition of cash flows from operating activities
less capital
 expenditures. Please revise to label your measure something other than
 free cash
 flow , such as adjusted free cash flow. See Question 102.07 of
the SEC Staff s
 C&DIs on Non-GAAP Financial Measures.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Heather Clark at 202-551-3624 or Claire Erlanger at
202-551-3301
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
April 11, 2022
Donald Newman
Chief Financial Officer
ALLEGHENY TECHNOLOGIES INC
1000 Six PPG Place
Pittsburgh, Pennsylvania 15222
Re:ALLEGHENY TECHNOLOGIES INC
Form 10-K for the Year Ended December 31, 2021
Form 8-K furnished February 2, 2022
File No. 001-12001
Dear Mr. Newman:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 1000 Six PPG Place

Pittsburgh, PA 15222-5479

 WWW.ATIMETALS.COM

March 30, 2022

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F. Street N.E.

 Washington, D.C. 20549-7010

 Attn: Claire
Erlanger

RE:
 Allegheny Technologies Incorporated

File No. 1-12001

Dear Ms. Erlanger:

 This letter sets forth our response to
the letter (the “Comment Letter”) dated March 23, 2022 from the Staff of the Securities and Exchange Commission with respect to Allegheny Technologies Incorporated (the “Company”).

Set forth below are the Company’s responses to the comments set forth in the Comment Letter. For your convenience, each comment is reproduced below and
is followed by the Company’s response.

 Form 10-K for the Year Ended December 31, 2021

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview of 2021 Financial Performance, page 19

1.
 We note that throughout the document, and in particular within MD&A, you disclose the non-GAAP financial measure, Adjusted EBITDA. Please revise to label this measure as a Non-GAAP financial measure and include the disclosures required by Item 10(e) of
Regulation SK. In this regard, please revise to include a reconciliation of Adjusted EBITDA to its most comparable GAAP measure, which would be net income (loss). This reconciliation should also begin with the comparable GAAP measure. See Question
103.01 of SEC Staff’s Compliance & Disclosure Interpretation on Non-GAAP Financial Measures updated April 4, 2018.

 RESPONSE:

 Our
financial performance overview on page 19 leads with the Company’s net loss in 2021 of $38.2 million in the sentence prior to our use of the Adjusted EBITDA measure, so we believe we meet the Staff’s interpretive guidance on
prominence of first disclosing the comparable GAAP measure. In future filings, our cross-reference to non-GAAP definitions and reconciliations will specifically identify Adjusted EBITDA as a non-GAAP measure, and describe in the initial usage of Adjusted EBITDA why management utilizes this metric along with other required Item 10(e) disclosures, similar to the disclosures we provided on page 36 of our
2021 Form 10-K. The reconciliation of Adjusted EBITDA begins with the GAAP measure pre-tax income (loss), not net income (loss). We will revise future filings to use net
income (loss) as the applicable GAAP measure for all EBITDA reconciliations.

 Results of Operations, page 20

2.
 We note your disclosure of Total segment EBITDA on page 23 of your filing. Please note that although Segment
EBITDA is a disclosure required in the notes to the financial statements by ASC 280, Total Segment EBITDA would be considered a non-GAAP measure when disclosed outside the notes to the financial statements.
Please revise to remove this measure, or alternatively, provide the disclosures required by Item 10(e) of Regulation S-K as they apply to Total Segment EBITDA.

RESPONSE:

 Our tabular disclosure on page 23 reconciles Total
Segment EBITDA to pre-tax income (loss), which we believe is the nearest applicable GAAP measure for reporting segment operating performance. In future filings, we will expand our disclosures to include a
reconciliation from Total Segment EBITDA to net income (loss).

 Financial Condition and Liquidity, page 33

3.
 We note your disclosure on page 35 of managed working capital, which does not appear to be consistent with the
definition of working capital as defined in the FASB Codification Master Glossary. In this regard, please provide all the non-GAAP financial measure disclosures required by Item 10(e) of Regulation S-K. Additionally, please note that Item 10(e)(1)(ii)(A) indicates that a non-GAAP measure must not exclude charges or liabilities that required, or will require, cash
settlement, or would have required cash settlement absent an ability to settle in another manner, from non-GAAP liquidity measures, other than the measures EBIT and EBITDA. In this regard we note that your
managed working capital measure excludes the short-term portion of current debt and other current liabilities which would appear to require cash settlement. Please revise or advise accordingly.

 RESPONSE:

 Our
disclosures regarding managed working capital are not intended to represent working capital as defined in the FASB Codification Master Glossary. Our use of the managed working capital metric is more appropriately categorized as a key performance
indicator (KPI) of the asset intensity of our operations, and we will revise our description to this effect in future filings, cease referring to the term as a liquidity measure based on the Item 10(e)(1)(ii)(A) guidance and remove any discussion of
managed working capital from Financial Condition and Liquidity.    To the extent that we use this KPI in future filings, we will discuss its importance in our Results of Operations section of MD&A as a non-GAAP performance measure that it is not intended to be used in place of working capital or as a measure of liquidity. We will provide a reconciliation to all applicable GAAP balance sheet line item elements to
enable the reader to understand the definition and use of this non-GAAP measure by management.

4.
 We note your disclosure on page 37 of Net Debt to Adjusted EBITDA, Total Debt to ATI Capital, and Net Debt to
ATI Capital, all of which appear to represent Non-GAAP financial measures. In this regard, the amount used for total ATI stockholders’ equity in the total debt to ATI capital and net debt to ATI capital
measures, does not correspond to the comparable GAAP amount included in the audited financial statements. Please revise to include the disclosures required by Item 10(e) of Regulation S-K, including a
reconciliation of the measures to the most comparable GAAP measure.

 RESPONSE:

In future filings, to the extent we continue use these measures, we will expand our disclosures to specifically identify Net Debt to Adjusted EBITDA, Total
Debt to ATI Capital, and Net Debt to ATI Capital as non-GAAP financial measures, reconcile the EBITDA measure to net income (loss), and replace our existing footnote (a) and (b) narrative reconciliation
of the components of the Net Debt to ATI Capital and Total Debt to ATI Capital tables to a tabular, numerical reconciliation all applicable audited financial statement line items.

Notes to the Financial Statements

 Note 2. Revenue,
page 62

5.
 We note that the chart on page 24 of MD&A, which discloses revenue by market type, is more detailed than
the disaggregated revenue disclosure in Note 2 to the financial statements. Please revise your disclosure in Note 2 to include similar detailed level of revenue by market or explain to us why you do not believe that information is required See
guidance at ASC 606-10-55-90.

 RESPONSE:

 We
believe our footnote disclosure of disaggregated revenue by market type in Note 2 to the financial statements is fully compliant with ASC
606-10-55-90. We provide disaggregated revenue information for each material end market. The additional information provided in
MD&A relative to our aerospace & defense and energy markets does not represent additional end markets but merely additional detail regarding some of these markets, which are impacted by the same economic factors, to enable a more
thorough discussion in each business segment of changes in sales and segment EBITDA between periods. The decreases in aerospace and defense markets sales which have negatively impacted our financial results in fiscal years 2021 and 2020, compared to
2019, are fully disclosed in Note 2. In future filings, we will ensure that the level of disaggregated revenue by market information is disclosed at the same level of detail in both the financial statement footnotes and MD&A.

Note 18. Segments, page 96

6.
 We note you disclose Segment EBITDA as your segment profitability measure as require under ASC 280. We also
note on page 97 that within this footnote disclosure, you disclose Total ATI Adjusted EBITDA. Please note that this measure is considered a Non- GAAP financial measure and therefore must not be presented in
the notes to the financial statements in accordance with Item 10(e)(1)(ii)(C) of Regulation S-K. Please revise accordingly.

RESPONSE:

 In future filings, we will remove the line item Total
ATI Adjusted EBITDA from this footnote disclosure.

 Form 8-K furnished February 2, 2022

Exhibit 99.1 Earnings Release, page 1

7.
 We note that your earnings release furnished on Form 8-K on
February 2, 2022 discloses several Non-GAAP financial measures, including Total Segment EBITDA, Total ATI Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted EPS, Managed Working Capital, Net Debt to
ATI Capital and Total Debt to ATI Capital. Please revise to clearly indicate that these are Non-GAAP financial measures and include the disclosures required by Item 10(e)(i) of Regulation S-K for each of these Non-GAAP measures

 RESPONSE:

Regarding the Non-GAAP financial measures of Total Segment EBITDA, Total ATI Adjusted EBITDA, Adjusted Net Income
(Loss) and Adjusted EPS, management will revise in future filings to more clearly indicate that these figures are Non-GAAP measures in the earnings release text. As an example, in the first table on page
1, in the asterisk on the Non-GAAP measures that refers readers to the detailed reconciliations, we will highlight these are in fact Non-GAAP measures. In addition,
in our final table, Non-GAAP Financial Measures, we will enhance our lead-in disclosures to more fully explain why management believes that presentation of these non-GAAP financial measures provides useful information to investors regarding the registrant’s financial condition and results of operations.

 Regarding the Non-GAAP financial measure of Managed Working Capital,
please see management’s response in Question #3 above.

 Regarding the Non-GAAP financial measures of Net Debt
to ATI Capital and Total Debt to ATI Capital, please see management’s response in Question #4 above.

*    *    *

Please contact the undersigned, Donald P. Newman at (801) 554-6890 with any questions or comments.

Very truly yours,

 /s/ Donald P. Newman

Donald P. Newman

 Executive Vice President, Chief Financial
Officer

 cc: Elliot S. Davis

United States securities and exchange commission logo
March 23, 2022
Donald Newman
Chief Financial Officer
ALLEGHENY TECHNOLOGIES INC
1000 Six PPG Place
Pittsburgh, Pennsylvania 15222
Re:ALLEGHENY TECHNOLOGIES INC
Form 10-K for the Year Ended December 31, 2021
Form 8-K furnished February 2, 2022
File No. 001-12001
Dear Mr. Newman:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview of 2021 Financial Performance, page 19
1.We note that throughout the document, and in particular within MD&A, you disclose  the
non-GAAP financial measure, Adjusted EBITDA.  Please revise to label this measure as a
Non-GAAP financial measure and include the disclosures required by Item 10(e) of
Regulation SK.  In this regard, please revise to include a reconciliation of Adjusted
EBITDA to its most comparable GAAP measure, which would be net income (loss).  This
reconciliation should also begin with the comparable GAAP measure.  See Question
103.01 of SEC Staff’s Compliance & Disclosure Interpretation on Non-GAAP Financial
Measures updated April 4, 2018.

 FirstName LastNameDonald Newman
 Comapany NameALLEGHENY TECHNOLOGIES INC
 March 23, 2022 Page 2
 FirstName LastNameDonald Newman
ALLEGHENY TECHNOLOGIES INC
March 23, 2022
Page 2
Results of Operations, page 20
2.We note your disclosure of Total segment EBITDA on page 23 of your filing.  Please note
that although Segment EBITDA is a disclosure required in the notes to the financial
statements by ASC 280, Total Segment EBITDA would be considered a non-GAAP
measure when disclosed outside the notes to the financial statements.  Please revise to
remove this measure, or alternatively, provide the disclosures required by Item 10(e) of
Regulation S-K as they apply to Total Segment EBITDA.
Financial Condition and Liquidity, page 33
3.We note your disclosure on page 35 of managed working capital, which does not appear
to be consistent with the definition of working capital as defined in the FASB Codification
Master Glossary. In this regard, please provide all the non-GAAP financial measure
disclosures required by Item 10(e) of Regulation S-K.  Additionally, please note that Item
10(e)(1)(ii)(A) indicates that a non-GAAP measure must not exclude charges or liabilities
that required, or will require, cash settlement, or would have required cash settlement
absent an ability to settle in another manner, from non-GAAP liquidity measures, other
than the measures EBIT and EBITDA.  In this regard we note that your managed working
capital measure excludes the short-term portion of current debt and other current liabilities
which would appear to require cash settlement.  Please revise or advise accordingly.
4.We note your disclosure on page 37 of Net Debt to Adjusted EBITDA, Total Debt to ATI
Capital, and Net Debt to ATI Capital, all of which appear to represent Non-GAAP
financial measures. In this regard, the amount used for total ATI stockholders’ equity in
the total debt to ATI capital and net debt to ATI capital measures, does not correspond to
the comparable GAAP amount included in the audited financial statements.  Please revise
to include the disclosures required by Item 10(e) of Regulation S-K, including a
reconciliation of the measures to the most comparable GAAP measure.
Notes to the Financial Statements
Note 2. Revenue, page 62
5.We note that the chart on page 24 of MD&A, which discloses revenue by market type, is
more detailed than the disaggregated revenue disclosure in Note 2 to the financial
statements.  Please revise your disclosure in Note 2 to include similar detailed level of
revenue by market or explain to us why you do not believe that information is required.
See guidance at ASC 606-10-55-90.
Note 18. Segments, page 96
6.We note you disclose Segment EBITDA as your segment profitability measure as required
under ASC 280. We also note on page 97 that  within this footnote disclosure, you
disclose Total ATI Adjusted EBITDA.  Please note that this measure is considered a Non-
GAAP financial measure and therefore must not be presented in the notes to the financial

 FirstName LastNameDonald Newman
 Comapany NameALLEGHENY TECHNOLOGIES INC
 March 23, 2022 Page 3
 FirstName LastName
Donald Newman
ALLEGHENY TECHNOLOGIES INC
March 23, 2022
Page 3
statements in accordance with Item 10(e)(1)(ii)(C) of Regulation S-K.  Please revise
accordingly.
Form 8-K furnished February 2, 2022
Exhibit 99.1 Earnings Release, page 1
7.We note that your earnings release furnished on Form 8-K on February 2, 2022 discloses
several Non-GAAP financial measures, including Total Segment EBITDA, Total ATI
Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted EPS, Managed Working
Capital, Net Debt to ATI Capital and Total Debt to ATI Capital.  Please revise to clearly
indicate that these are Non-GAAP financial measures and include the disclosures required
by Item 10(e)(i) of Regulation S-K for each of these Non-GAAP measures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Claire Erlanger at (202) 551-3301 or Kevin Woody at (202) 551-
3629 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

June 14, 2018
Patrick DeCourcy
Chief Financial Officer
ALLEGHENY TECHNOLOGIES INC
1000 Six PPG Place
Pittsburgh, PA. 15222
Re:ALLEGHENY TECHNOLOGIES INC
Form 10-K as of December 31, 2017
Filed February 20, 2018
File No. 001-12001
Dear Mr. DeCourcy:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

		Document

[Allegheny Technologies Incorporated Letterhead]

May 22, 2018

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549-7010

Attn: Ameen Hamady

RE:    Allegheny Technologies Incorporated

File No. 1-12001

Dear Mr. Hamady:

This letter sets forth our response to the letter (the “Comment  Letter”) dated May 14, 2018 from the Staff of the Securities and Exchange Commission with respect to Allegheny Technologies Incorporated (the “Company”).

Set forth below are the Company’s responses to the comments set forth in the Comment Letter. For your convenience, each comment is reproduced below and is followed by the Company’s response.

Form 10-K for the period ended December 31, 2017

Note 2. Inventories, page 57

1.

 We note your disclosure that due to deflationary impacts primarily related to raw materials, the carrying value of your inventory as valued on LIFO exceeds current replacement cost, and as such a net realizable value (NRV) inventory reserve was required.  Based on your tabular disclosure, it appears you recorded this reserve in fiscal year 2015.  Please clarify the nature of the NRV benefit reflected in fiscal years 2016 and 2017.  If they represent reversals of previously recognized write downs, please tell us how you considered the guidance in ASC 330-10-35-14 and SAB Topic 5.BB.

RESPONSE:

We have not written-up the value of the LIFO inventory as a result of adjustments to the NRV reserve. We have simply continued to maintain the carrying value of this debit LIFO inventory at the amount of current replacement cost.

We initially recorded a $35.0 million NRV reserve in 2013, which was the first year that inventory valued on LIFO exceeded current replacement cost (aka “debit LIFO reserve”).   The NRV reserve has fluctuated since then as we continued to have a LIFO inventory valuation balance above current replacement cost.  We disclosed the impacts of the debit LIFO inventory valuation balance and the associated NRV reserve

in the Inventories footnote in the Form 10-K for the fiscal year ended December 31, 2013, and have continued to disclose the impacts of debit LIFO and the NRV reserve in subsequent Form 10-Ks for fiscal years 2014-2017.

The NRV inventory reserve is directly correlated to the debit LIFO inventory reserve, with the combined impact of the debit LIFO reserve and NRV reserve establishing the new cost basis of the LIFO-valued inventory, in accordance with the principles of both ASC 330-10-35-14 and SAB Topic 5.BB.  The carrying value of the inventory affected by the debit LIFO reserve and the NRV reserve has remained at a current replacement cost level in each of the respective accounting periods.  In fiscal years 2016 and 2017, the LIFO inventory valuation method reduced the debit LIFO reserve balance, resulting in additional cost of sales recognized in each year for changes in the LIFO-valued inventory.  Since this carrying value of LIFO inventory was now reduced, we reduced the required NRV reserve in 2016 and 2017 on that inventory, resulting in cost of sales credits that offset the debit LIFO impacts based on updated assessments of LIFO inventory carrying value compared to current replacement cost.  This is also consistent with the guidance and advisory conclusions in the 1984 AICPA Issues Paper on LIFO, sections 6-24 through 6-39 on reversing valuation reserves in the future.  For example, the advisory conclusion to subissue (c), in paragraph 6-37, states:

“The task force believes (9 yes, 0 no) reversing the reserve based on the flow of units in all situations and making a new lower of cost or market determination at the end of each year is appropriate.”

A summary of income statement impacts by year for 2013 - 2017 of the LIFO inventory valuation changes and the NRV reserve is presented in the table below.

 2013

 2014

 2015

 2016

 2017

$ in millions

LIFO Benefit

 $

 80.9

 $

 (24.7

 )

 $

 131.6

 $

 (39.1

 )

 $

 (54.2

 )

NRV Benefit

 (35.0

 )

 25.0

 (131.5

 )

 39.9

 54.0

Net cost of sales benefit

 $

 45.9

 $

 0.3

 $

 0.1

 $

 0.8

 $

 (0.2

 )

Subsequent to 2013, when the debit LIFO reserve first occurred, the net cost of sales impacts for changes to the debit LIFO balance and the NRV reserve had equal and offsetting effects.

Note 16. Restructuring Charges, page 85

2.

 Please expand your disclosures for your restructuring actions to also provide the expected completion date, the total amount expected to be incurred by each major type of cost, and for each reportable segment the total amount of cost expected to be incurred in connection with the activity, the amount incurred in the period and the cumulative amount incurred to date as required by ASC 420-10-50-1.  Please expand your MD&A to also include the amount of the anticipated future cost savings for these activities, and whether the actual results were in line with the anticipated cost savings.  If the anticipated cost savings were not achieved as expected or will be achieved in periods other than as expected, please disclose the reasons for the differences, and the likely effects on future operating results and liquidity.  Please refer to SAB Topic 5:P.4 for guidance.

RESPONSE:

ATI did not have any restructuring costs in 2017, but did have costs in the prior two years of 2016 and 2015.  We believe we met the required disclosures of ASC 420-10-50-1 for the restructuring actions in 2016 and 2015 in our 2017 Form 10-K, as follows:

•

 Expected completion date:  The completion date for each major restructuring action in these years was disclosed within the textual descriptions of these actions on page 85.  For example, on page 85, we indicated that the indefinite idling or our Rowley, UT facility was completed in the fourth quarter of 2016.  In addition, on page 86, we disclosed that all of these 2016 and 2015 restructuring actions were substantially paid for in 2017, as indicated by a remaining accrual of only $1.6 million at the end of December 31, 2017 in the table on page 86.

•

 Total amount expected to be incurred by each major type of cost:  For 2016 and 2015, our disclosures on pages 85 and 86 included the total restructuring costs incurred for both prior year-to-date periods broken down by major type including long-lived asset impairment charges, facility and idling costs and employee benefit costs.  These were then described further in the textual descriptions.  For example, in 2016 the employee benefit costs included severance obligations for the elimination of 180 positions associated with the Rowley idling and other HPMC segment restructuring actions.

•

 Total amount of costs expected to be incurred in connection with the activity for each reportable segment:  These costs were not included in a reportable segment, as disclosed on page 83 in Note 15.  Business Segments.

•

 Amount incurred in the period and the cumulative amount incurred to date:  The cumulative amount incurred for the year-to-date periods for 2016 and 2015 were disclosed in Note 16. Restructuring Charges.  The quarterly impacts of these actions in 2016 and 2015 were further disclosed in Note 21.  Selected Quarterly Financial Data on page 96.

Relative to the required disclosures in MD&A on anticipated future costs savings of these activities, the expected savings for the 2016 actions and their future impact to each of our two reportable segments was disclosed on page 20 of ATI’s 2016 Form 10-K.  The expected savings for the 2015 severance actions were disclosed on page 22 of ATI’s 2015 Form 10-K and the impact to the FRP segment 2015 closure actions on 2016 was disclosed on page 23 of ATI’s 2015 Form 10-K by indicating that we expected the FRP segment to be modestly profitable by the second half of 2016 from these actions.  These expected savings as disclosed were substantially achieved by the Company in the expected periods and the financial results of both segments improved significantly and in line with forward-looking guidance.  Therefore, no further disclosures were deemed necessary in subsequent filings relative to the anticipated cost savings not being achieved as expected.  There were no changes in expected impacts to cost savings or liquidity from prior expectations, and as of December 31, 2017, there were no material remaining restructuring reserves.

*   *   *

We would appreciate the opportunity to speak with you directly regarding any remaining questions or comments that you may have.  To that end, please contact the undersigned, Patrick J. DeCourcy at (412) 395-3057 if you would like to arrange for a time to speak.

Very truly yours,

/s/ Patrick J. DeCourcy

Patrick J. DeCourcy

Senior Vice President, Chief Financial Officer

cc: Elliot S. Davis

May 14, 2018
Patrick DeCourcy
Chief Financial Officer
ALLEGHENY TECHNOLOGIES INC
1000 Six PPG Place
Pittsburgh, PA. 15222
Re:ALLEGHENY TECHNOLOGIES INC
Form 10-K as of December 31, 2017
Filed February 20, 2018
File No. 001-12001
Dear Mr. DeCourcy:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the period ended December 31, 2017
Note 2. Inventories, page 57
1.We note your disclosure that due to deflationary impacts primarily related to raw
materials, the carrying value of your inventory as valued on LIFO exceeds current
replacement cost, and as such a net realizable value (NRV) inventory reserve was
required. Based on your tabular disclosure, it appears you recorded this reserve in fiscal
year 2015. Please clarify the nature of the NRV benefit reflected in fiscal years 2016 and
2017.  If they represent reversals of previously recognized write downs, please tell us how
you considered the guidance in ASC 330-10-35-14 and SAB Topic 5.BB.
Note 16. Restructuring Charges, page 85
2.Please expand your disclosures for your restructuring actions to also provide the expected

 FirstName LastNamePatrick DeCourcy
 Comapany NameALLEGHENY TECHNOLOGIES INC
 May 14, 2018 Page 2
 FirstName LastName
Patrick DeCourcy
ALLEGHENY TECHNOLOGIES INC
May 14, 2018
Page 2
completion date, the total amount expected to be incurred by each major type of cost, and
for each reportable segment the total amount of cost expected to be incurred in connection
with the activity, the amount incurred in the period and the cumulative amount incurred to
date as required by ASC 420-10-50-1.  Please expand your MD&A to also include the
amount of the anticipated future cost savings for these activities, and whether the actual
results were in line with the anticipated cost savings. If the anticipated cost savings were
not achieved as expected or will be achieved in periods other than as expected, please
disclose the reasons for the differences, and the likely effects on future operating results
and liquidity. Please refer to SAB Topic 5:P.4 for guidance.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Ameen Hamady, Staff Accountant at (202)-551-3891, or in his absence,
Jeanne Baker  at (202)-551-3691 with any questions.
Division of Corporation Finance
Office of Manufacturing and
Construction

October 24, 2013

Via E -mail
Mr. Patrick DeCourcy
Interim Chief Financial Officer
Allegheny Technologies Incorporated
1000 Six PPG Place
Pittsburgh, PA 15222 -5479

Re: Allegheny Technologies Incorporated
  Form 10 -K
Filed February 28, 2013
File No. 1 -12001

Dear Mr. DeCourcy:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

CORRESP

 1000 Six PPG Place

Pittsburgh, PA 15222-5479

October 21, 2013

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F. Street N.E.

 Washington, D.C. 20549-7010

 Attn: Terence
O’Brien

RE:
Allegheny Technologies Incorporated

 File No. 1-12001

Dear Mr. O’Brien:

 This letter sets
forth our response to the letter (the “Comment Letter”) dated October 17, 2013 from the Staff of the Securities and Exchange Commission with respect to Allegheny Technologies Incorporated (the “Company”).

Set forth below are the Company’s responses to the comments set forth in the Comment Letter. For your convenience, each comment is
reproduced below and is followed by the Company’s response.

 Form 10-Q for the period ended June 30, 2013

Note 11. Financial Information for Subsidiary and Guarantor Parent, page 16

1.
We have read your response to comment 2 in our letter dated September 25, 2013. It appears separate disclosure of intercompany balances is warranted in each period. Therefore, please confirm that in future filings,
beginning with your September 30, 2013 Form 10-Q, you will present this information as a separate line item in the S-X Rule 3-10 balance sheets.

RESPONSE:

 We confirm that in future filings, beginning with our
September 30, 2013 Form 10-Q, we will present our intercompany balances as a separate line item in the S-X Rule 3-10 balance sheets.

*    *    *

The Company acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the filing, (ii) staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing, and (iii) it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 Please contact the undersigned, Patrick J. DeCourcy at (412) 395-3057 with any questions or
comments.

 Mr. Terence O’Brien

United States Securities and Exchange Commission

October 21, 2013

 Page 2

 Very truly yours,

/s/ Patrick J. DeCourcy

 Patrick J. DeCourcy

Interim Chief Financial Officer

 cc: Elliot S. Davis

October 17, 2013

Via E -mail
Mr. Patrick DeCourcy
Interim  Chief Financial Officer
Allegheny Technologies Inc orporat ed
1000 Six PPG Place
Pittsburgh, PA 15222 -5479

Re: Allegheny Technologies  Incorporat ed
 Form 10-K
Filed February 28 , 2013
File No. 1-12001

Dear Mr. DeCourcy :

We have re ad your response dated October 9 , 2013 and have the following comment .
Please respond to this letter within ten business days by providing the requested information, or
by advising us when you will provide the requested response.   If you do not believe our comment
applies to your facts and circumstances, please tell us why in your response.  After reviewing the
information you provi de in response to this comment s, we may have  additional comments.

Form 10 -Q for the period ended June 30, 2013

Note 11. Financial Information for Subsidiary and Guarantor Parent, page 16

1. We have read your response to comment 2 in our letter dated September 25, 2013. It
appears separate disclosure of intercompany balances is warranted in each period.
Therefore, please confirm that in future filings, beginning with your September 30, 2013
Form 10 -Q, you will present this information as a separate lin e item in the S -X Rule 3 -10
balance sheets.

You may contact Jenn Do at (202) 551-3743 , or me at (202) 551 -3355  if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

CORRESP

 1000 Six PPG Place

Pittsburgh, PA 15222-5479

October 9, 2013

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F. Street N.E.

 Washington, D.C. 20549-7010

 Attn: Terence
O’Brien

RE:
Allegheny Technologies Incorporated

 File No. 1-12001

Dear Mr. O’Brien:

 This letter sets
forth our response to the letter (the “Comment Letter”) dated September 25, 2013 from the Staff of the Securities and Exchange Commission with respect to Allegheny Technologies Incorporated (the “Company”).

Set forth below are the Company’s responses to the comments set forth in the Comment Letter. For your convenience, each comment is
reproduced below and is followed by the Company’s response.

 Form 10-Q for the period ended June 30, 2013

Note 11. Financial Information for Subsidiary and Guarantor Parent, page 16

1.
We have read your response to comment 1 in our letter dated August 22, 2013. You have indicated that all lending and repayment activities to and from the parent and its subsidiaries are classified as financing
activities in the condensed statements of cash flows. However, these lending activities appear to be investing activities by the entities making such loans or advances, as described in paragraphs 11-13 of ASC 230-10-45. Please explain or revise the
presentation in future filings accordingly.

 RESPONSE:

In future filings, we will revise our presentation of the parent and its subsidiaries to classify lending activities as investing activities.

2.
You have also told us that in future filings you will measure materiality for determining separate disclosure of intercompany balances. Please quantify for us the intercompany asset and intercompany liability balances
for the two quarters of 2013 and the last three years.

 RESPONSE:

The table below quantifies the intercompany asset and intercompany liability balances at December 31, 2010, 2011 and 2012, and the quarters ended
March 31 and June 30, 2013.

 Mr. Terence O’Brien

United States Securities and Exchange Commission

 October 9, 2013

  Page
 2

 Net intercompany asset (liability) balances (in millions):

 Fiscal Period

Guarantor Parent

Subsidiary

Non-guarantor
Subsidiaries

 December 31, 2010

$
(1,156.9
)

$
1,286.6

$
(129.7
)

 December 31, 2011

(916.4
)

1,302.0

(385.6
)

 December 31, 2012

(1,073.4
)

(416.6
)

1,490.0

 March 31, 2013

(990.3
)

(554.9
)

1,545.2

 June 30, 2013

(1,076.9
)

(656.8
)

1,733.7

 *     *     *

The Company acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the filing, (ii) staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing, and (iii) it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 Please contact the undersigned, Patrick J. DeCourcy at (412) 395-3057 with any questions or
comments.

 Very truly yours,

 /s/ Patrick J. DeCourcy

Patrick J. DeCourcy

 Interim Chief Financial Officer

cc: Elliot S. Davis

September 25 , 2013

Via E -mail
Mr. Patrick DeCourcy
Interim  Chief Financial Officer
Allegheny Technologies Inc orporat ed
1000 Six PPG Place
Pittsburgh, PA 15222 -5479

Re: Allegheny Technologies  Incorporat ed
 Form 10-K
Filed February 28 , 2013
File No. 1-12001

Dear Mr. DeCourcy :

We have re ad your response dated September 6,  2013 and have the following comment s.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comment s apply  to your facts and circumstances, please tell us why in your response.

After reviewing the information you prov ide in response to these comment s, we may
have  additional comments.

Form 10 -Q for the period ended June 30, 2013

Note 11. Financial Information for Subsidiary and Guarantor Parent, page 16

1. We have read your response to comment 1 in our letter dated  August 22, 2013. You have
indicated that all lending and repayment activities to and from the parent and its
subsidiaries are classified as financing activities in the condensed statements of cash
flows. However, these lending activities appear to be inve sting activities by the entities
making such loans or advances, as described in paragraphs 11 -13 of ASC 230 -10-45.
Please explain or revise the presentation in future filings accordingly.

2. You have also told us that in future filings you will measure mater iality for determining
separate disclosure of intercompany balances. Please quantify for us the intercompany
asset and intercompany liability balances for the two quarters of 2013 and the last three
years.

Mr. Patrick D eCourcy
Allegheny Technologies Inc orporat ed
September 25, 2013
Page 2

 You may contact Jenn Do at (202) 551-3743 , or me  at (202) 551 -3355  if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

CORRESP

 1000 Six PPG Place

Pittsburgh, PA 15222-5479

September 6, 2013

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F. Street N.E.

 Washington, D.C. 20549-7010

 Attn: Terence
O’Brien

RE:
Allegheny Technologies Incorporated

 File No. 1-12001

Dear Mr. O’Brien:

 This letter sets
forth our response to the letter (the “Comment Letter”) dated August 22, 2013 from the Staff of the Securities and Exchange Commission with respect to Allegheny Technologies Incorporated (the “Company”).

Set forth below are the Company’s responses to the comments set forth in the Comment Letter. For your convenience, each comment is
reproduced below and is followed by the Company’s response.

 Form 10-Q for the period ended June 30, 2013

Note 11. Financial Information for Subsidiary and Guarantor Parent, page 16

1.
We note the revision you have made to the condensed statements of cash flows on pages 18 and 20 in response to comment 3 in our letter dated July 8, 2013. In the financing activities sections, you present a line
item for “Net receipts/(payments) on intercompany activity.” Please tell us the types of transactions that are generating these intercompany receipts and payments and explain how you determined each type of transaction was appropriately
labeled as a financing activity. Refer to ASC 230-10-45. Also, please tell us why there are no intercompany assets and intercompany liabilities shown as separate line items on the condensed balance sheets.

RESPONSE:

 There are intercompany notes issued by various
corporate entities within the Company’s corporate structure, including the Guarantor Parent, the Subsidiary, and the Non-guarantor subsidiaries. These intercompany notes are used to evidence obligations arising from borrowings by certain of
these entities from other entities. For example, as the Guarantor Parent has no operating activities, funds to make dividend payments are internally borrowed from one or more of its subsidiaries. In response to a prior

 Mr. Terence O’Brien

United States Securities and Exchange Commission

 September 6,
2013

 Page 2

Staff comment on the presentation of cash flows generated by operations of the Guarantor Parent even though the Guarantor Parent did not have cash or revenue (letters dated June 12, 2008 and
June 24, 2008), we adopted a cash flows presentation change, whereby intercompany cash flow activity between the Guarantor Parent, the Subsidiary and Non-guarantor subsidiaries would be presented as financing activities.

Settlements of intercompany transactions involving operating activities between lower-tier subsidiaries are handled as borrowings or repayments on
intercompany notes and we therefore also include these items as financing activities. We disclose this overall basis of presentation in our footnote.

Intercompany assets and liabilities are included within Investments in subsidiaries and other assets, Accrued liabilities, and Long-term debt in the condensed
balance sheets for the footnote presentation. In future filings, we will measure materiality for determining disclosure of intercompany balances separately at the Guarantor Parent, Subsidiary and Non-guarantor subsidiaries level.

Management’s Discussion and Analysis, page 24

2.
We have read your response to comment 1 in our letter dated August 1, 2013. We note, among other things, the continued declines in your operating and gross margins during the second quarter, and the remarks from
the second quarter earnings release and earnings call transcript regarding the uncertain global environment that have had a significant negative effect on demand and raw material pricing. Please revise future filings to provide a more detailed
discussion of the macroeconomic factors that have currently had a material adverse impact on your financial results, providing quantitative analysis where appropriate. Management’s discussion and analysis should provide the reader with an
understanding of the challenges currently facing the global steel industry, the impact on your operations, your strengths and vulnerabilities, and your expectations for potential future effects to your operations and liquidity, as seen through the
eyes of management. For example, on page 27 you state that you continue to believe that “market conditions remain favorable for long-term secular growth from our key markets of aerospace, oil and gas/chemical process industry, electrical
energy, and medical” but the foregoing should also be accompanied by insight that analyzes the underlying forces that are presently, and for the short-term, making market conditions unfavorable.

RESPONSE:

 In future filings, we will expand our MD&A
disclosures to provide our updated views on factors that we believe are significantly impacting demand in our end markets, and on discernible overall trends, including those that may be short-term, within our end markets that we expect may have a
material impact on our operating results.

 * * *

The Company acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the filing, (ii) staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing, and (iii) it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 Mr. Terence O’Brien

United States Securities and Exchange Commission

 September 6,
2013

 Page 3

 Please contact the undersigned, Patrick J. DeCourcy at (412) 395-3057, with any questions or comments.

Very truly yours,

/s/ Patrick J. DeCourcy

Patrick J. DeCourcy

Interim Chief Financial Officer

cc:
Elliot S. Davis

August 22 , 2013

Via E -mail
Mr. Patrick DeCourcy
Interim  Chief Financial Officer
Allegheny Technologies Inc orporat ed
1000 Six PPG Place
Pittsburgh, PA 15222 -5479

Re: Allegheny Technologies  Incorporat ed
 Form 10-K
Filed February 28 , 2013
File No. 1-12001

Dear Mr. DeCourcy :

We have re ad your response dated August 13 , 2013 and have the following comment s.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comment s apply  to your facts and circumstances, please tell us why in your response.

After reviewing the information you prov ide in response to these comment s, we may
have  additional comments.

Form 10 -Q for the period ended June 30, 2013

Note 11. Financial Information for Subsidiary and Guarantor Parent, page 16

1. We note the revision you have made to the condensed statements of cash flows on pages
18 and 20 in response to comment 3 in our letter dated July 8, 2013. In the financing
activities sections, you present a line item for “Net receipts/(payments) on intercompany
activity.”  Please tell us the types of transa ctions that are generating these intercompany
receipts and payments and explain how you determined each type of transaction was
appropriately labeled as a financing activity.  Refer to ASC 230 -10-45.  Also, please tell
us why there are no intercompany asse ts and intercompany liabilities shown as separate
line items on the condensed balance sheets.

Management’s Discussion and Analysis, page 24

2. We have read your response to comment 1 in our letter dated August 1, 2013. We note,
among other things, the conti nued declines in your operating and gross margins during

Mr. Patrick D eCourcy
Allegheny Technologies Inc orporat ed
August 22, 2013
Page 2

 the second quarter, and the remarks from the second quarter earnings release and earnings
call transcript regarding the uncertain global environment that have had a significant
negative effect on dem and and raw material pricing. Please revise future filings to
provide a more detailed discussion of the macroeconomic factors that have currently had
a material adverse impact on your financial results, providing quantitative analysis where
appropriate. Ma nagement’s discussion and analysis should provide the reader with an
understanding of the challenges currently facing the global steel industry, the impact on
your operations, your strengths and vulnerabilities, and your expectations for potential
future e ffects to your operations and liquidity, as seen through the eyes of management.
For example, on page 27 you state that you continue to believe that “market conditions
remain favorable for long -term secular growth from our key markets of aerospace, oil and
gas/chemical process industry, electrical energy, and medical” but the foregoing should
also be accompanied by insight that analyzes the underlying forces that are presently, and
for the short -term, making market conditions unfavorable.

You may contact Jenn Do at (202) 551-3743 , or me at (202) 551 -3355  if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

CORRESP

 1000 Six PPG Place

 Pittsburgh, PA 15222-5479

 August 13, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street
N.E.

 Washington, D.C. 20549-7010

Attn: Terence O’Brien

RE:
Allegheny Technologies Incorporated

Form 10-K for the year ended December 31, 2012

Filed February 28, 2013

File No. 1-12001

 Dear
Mr. O’Brien:

 This letter sets forth our response to the letter dated August 1, 2013 from the Staff of the
Securities and Exchange Commission with respect to the Form 10-K for the year ended December 31, 2012 (the “Comment Letter”) of Allegheny Technologies Incorporated (the “Company”).

Set forth below is the Company’s response to the comment set forth in the Comment Letter. For your convenience, the comment is
reproduced in bold text below and is followed by the Company’s response.

 Form 10-K for the year ended December 31, 2012

 Management’s Discussion and Analysis, page 16

 COMMENT NO. 1:

 We have read your response to comment 2 in our letter dated July 8, 2013.
Please provide the clarifying information included within the first paragraph of your response in future filings as applicable. We also remind you of the MD&A requirement to fully disclose material uncertainties. If the operating results of any
of your businesses have been, or are expected to be, adversely impacted by known events, trends or circumstances then that fact would presumably create an uncertainty over the recoverability of the underlying assets. An example of one such
uncertainty appears to have been represented by your active involvement in extended discussions, occurring prior to the impairment charge, concerning possible ventures or long-term supply agreements that were targeted at “new end markets.”
The disclosure requirements include a clear explanation of the adverse events, trends and circumstances and a quantification of the carrying values of the assets that could become impaired by these adverse events, trends and circumstances. In this
regard, we note the outlook provided in your second quarter 2013 earnings release. Please note the guidance in Item 303 of Regulation S-K and Sections 216 and 501.14 of the Financial Reporting Codification for your future filings.

 Mr. Terence O’Brien

 United States Securities and Exchange Commission

 August 13, 2013

Page 2

 RESPONSE:

We acknowledge the Staff’s comment and will provide disclosure in future filings within MD&A of any adverse events, trends and circumstances that
could result in a material asset impairment in accordance with Item 303 of Regulation S-K and Sections 216 and 501.14 of the Financial Reporting Codification.

 * * *

 The Company acknowledges that (i) it is responsible for the adequacy and accuracy of
the disclosure in the filing, (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing, and (iii) it may not assert staff comments as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please contact
the undersigned, Patrick J. DeCourcy at (412) 395-3057 with any questions or comments.

 Very truly yours,

/s/ Patrick J. DeCourcy

 Patrick J. DeCourcy

 Interim Chief Financial Officer

 cc:
Elliot S. Davis

August 1 , 2013

Via E -mail
Mr. Patrick DeCourcy
Interim  Chief Financial Officer
Allegheny Technologies Inc orporat ed
1000 Six PPG Place
Pittsburgh, PA 15222 -5479

Re: Allegheny Technologies  Incorporat ed
 Form 10-K
Filed February 28 , 2013
File No. 1-12001

Dear Mr. DeCourcy :

We have re ad your response dated July 19, 2013 and have the following comment .

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comment applies  to your facts and circumstances, please tell us why in your
response.

After reviewing the information you pro vide in response to this comment , we may have
additional comments.

Form 10 -K for the year ended December 31, 2012

Management’s Discussion and Analysis, page 16

1. We have read your response to comment 2 in our letter dated July 8, 2013. Please provide
the clarifying information included within the first paragraph of your response in future
filings as applicable. We also remind you of the MD&A requirement to fully di sclose
material uncertainties. If the operating results of any of your businesses have been, or are
expected to be, adversely impacted by known events, trends or circumstances then that
fact would presumably create an uncertainty over the recoverability of  the underlying
assets. An example of one such uncertainty appears to have been represented by your
active involvement in extended discussions, occurring prior to the impairment charge,
concerning possible ventures or long -term supply agreements t hat were targeted at “new
end markets.” The disclosure requirements include a clear explanation of the adverse
events, trends and circumstances and a quantification of the carrying values of the assets
that could become impaired by these adverse events, tr ends and circumstances. In this

Mr. Patrick D eCourcy
Allegheny Technologies Inc orporat ed
August 1 , 2013
Page 2

 regard, we note the outlook provided in your second quarter 2013 earnings release. Please
note the guidance in Item  303 of Regulation  S-K and Sections  216 and 501.14 of the
Financial Reporting Codification for your future fi lings.

You may contact Jenn Do at (202) 551-3743 , or me at (202) 551 -3355  if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

CORRESP

 1000 Six PPG Place

 Pittsburgh, PA 15222-5479

 July 19, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street
N.E.

 Washington, D.C. 20549-7010

Attn: Terence O’Brien

RE:
Allegheny Technologies Incorporated

 Form 10-K for the year ended December 31, 2012

 Filed
February 28, 2013

 File No. 1-12001

 Dear Mr. O’Brien:

 This letter sets forth our response to the letter
dated July 8, 2013 from the Staff of the Securities and Exchange Commission with respect to the Form 10-K for the year ended December 31, 2012 as well as the Form 10-Q for the quarter ended March 31, 2013 (the “Comment
Letter”) of Allegheny Technologies Incorporated (the “Company”).

 Set forth below are the Company’s
responses to the comments set forth in the Comment Letter. For your convenience, each comment is reproduced in bold text below and is followed by the Company’s response.

 Form 10-K for the year ended December 31, 2012

 Backlog, Seasonality and
Cyclicality, page 6

 COMMENT NO. 1:

 Please explain to us and revise future filings as appropriate to disclose why there is no backlog attributable to the Engineered Products segment.

RESPONSE:

 The Engineered Products segment had
a backlog of approximately $62 million at December 31, 2012. This amount was included in the disclosed $1.6 billion of backlog for the Company as a whole. A separate discussion of backlog for this segment was not considered to be material. In
future filings, we will expand our disclosures to include a discussion of the backlog of the Engineered Products segment.

Management’s Discussion and Analysis, page 16

 COMMENT NO. 2:

 We note the $8.8 million after-tax charge for asset write-down associated with
consolidating your iron casting facilities in your Engineered Products business segment. Given this amount was material to fourth quarter 2012 operating results, please tell us your consideration for providing a

 Mr. Terence O’Brien

 United States Securities and Exchange Commission

 July 19, 2013

 Page
 2

discussion of the performance of these operations, including trends, potential impacts on future operations, your method for grouping the related long-lived assets, and your assessment of
potential impairment of related assets. Tell us whether you provided forewarning disclosure regarding these operations in periodic reports prior to incurring the charge.

 RESPONSE:

 Our Alpena, MI facility, which was the subject of the $8.8 million after-tax charge for
asset impairment, was a stand-alone production facility and was the lowest level for which cash flows were measurable. This facility was acquired in 2007 and we converted it from an automotive industry casting business to a facility designed to
produce and machine large, heavy iron castings for markets like wind energy. Following a downturn in orders for large iron cast products, particularly from the wind energy market in late 2008 – early 2009 during the world-wide financial crisis,
most casting operations were suspended at the Alpena facility in late 2009. As a result, although the facility continued to be used for machining, the facility was the subject of long-lived asset impairment reviews beginning in late 2009. At that
time, and in subsequent long-lived asset impairment evaluations, the Company concluded that no impairment existed based on an expected resumption in large iron casting production to the wind energy and other end markets that would require the
production capacity of the Alpena facility.

 We did not provide forewarning disclosure of the potential asset impairment charge as the
decision to close the facility was not made until mid-December 2012 based on changes in business conditions present at that time. Prior to recording the impairment charge, the Company was actively involved in extended discussions with another
company concerning possible ventures or long-term supply agreements for the Alpena facility that were targeted at new end markets, requiring additional capital investment over a multi-year period. During the fourth quarter 2012, those business
negotiations terminated based on changed market conditions in the targeted end markets. Additionally, during the fourth quarter 2012, the 2013 operating plan was being finalized. Projected operating levels in the iron casting business did not
forecast an increase in order volume sufficient to require resuming operations at Alpena.

 As part of the capital allocation decisions
inherent in the business planning process, executive management with the appropriate level of decision-making authority determined in mid-December 2012 that the forecasted return on capital employed, and current and expected future market conditions
for the production capabilities at Alpena, would not be sufficient to justify additional investment to enter new markets or to retain the facility and continue to incur the associated carrying costs. At this time, a series of actions was authorized
to dispose of the facility by marketing it for sale and relocating certain production and testing equipment to other company operations.

Note 15. Financial Information for Subsidiary and Guarantor Parent, page 72

 COMMENT NO. 3:

 Please tell us how you have complied with Rules 3-10(i)(1) and 10-01(a)(4) of
Regulation S-X in presenting your condensed statements of cash flows for the years ended December 31, 2010 through 2012. Revise future filings accordingly, beginning with your June 30, 2013 Form 10-Q.

 Mr. Terence O’Brien

 United States Securities and Exchange Commission

 July 19, 2013

 Page
 3

 RESPONSE:

 In future filings beginning with the June 30, 2013 Form 10-Q, we will separately disclose investing and financing activities in the condensed statements of cash flows that meet the disclosure
threshold of Rule 10-01(a)(4) of Regulation S-X.

 Form 10-Q for the period ended March 31, 2013

Management’s Discussion and Analysis, page 22

 COMMENT NO. 4:

 Please revise future filings to quantify the extent to which
increases/decreases in volume, prices, the introduction of new products, and inflation impacts of raw materials contributed to the changes in net sales and gross profit margin and/or segment operating profit. In addition, please quantify the impact
of other factors you identify that contributed to fluctuations in line items included in income from continuing operations. Please refer to Items 303(A)(3)(i) and 303(A)(3)(iii) of Regulation S-X and Sections 501.12.b.3. and 501.12.b.4. of the
Financial Reporting Codification for guidance.

 RESPONSE:

 Our Management’s Discussion and Analysis disclosures for Results of Operations includes an overview section that provides quantitative analysis of our overall sales by major end market, as well as a
percentage comparison of the major high value and standard products sold in the comparative financial periods. We believe these disclosures, and related qualitative disclosures, provide the type of analysis specified in Regulation S-K
Item 303(a)(3) Results of Operations for annual and interim periods. For example, on pages 22-23 of the Form 10-Q for the quarter ended March 31, 2013, we provide quantitative and qualitative analysis of changes in sales by end market and
by major product form.

 We continue our analysis of the results of operations with a discussion of each business segment, including segment
sales by major end market and the comparative percentages of sales by major product category, along with narrative comments on the major factors affecting sales and segment operating profit. For example, in our High Performance Metals segment
discussion on pages 24-25, we provide context to the first quarter decrease in sales as primarily volume related, and also impacted by lower selling prices. The impact of these items on segment operating profit is also discussed. We believe our
disclosures of these underlying factors impacting the overall Company and individual business segment operating results are the appropriate metrics to understand the financial performance.

 We acknowledge the Staff’s comment regarding quantification of the various factors affecting changes in sales, segment operating profit, and other line items affecting income from continuing
operations. To the extent that the numerical quantification of shipment volumes, selling prices or other factors would provide additional meaningful information, we will expand our disclosures in future filings to provide this information.

 Mr. Terence O’Brien

 United States Securities and Exchange Commission

 July 19, 2013

 Page
 4

 Management’s Discussion and Analysis, page 22

COMMENT NO. 5:

 We note that your gross
margin has decreased over the five quarters ended March 31, 2013. Please revise future filings to expand your discussion of gross margin and/or segment operating profit to provide a detailed and appropriately quantified analysis of the factors
contributing to gross margin and/or segment operating profit declines that provides investors an understanding through the eyes of management of the impact of changes in these factors and plans to manage them.

RESPONSE:

 Our Management’s Discussion and
Analysis disclosures for Results of Operations includes an overview of segment operating profit at the company level, followed by a more detailed discussion by business segment. We believe that our disclosures at the Company and the business segment
level, including disclosures of the relative mix of high value and standard product sales, and price/volume information for each reported financial period, provide the relevant information to interpret our operating results. As we discuss on page 23
of the Form 10-Q for the quarter ended March 31, 2013, higher inventory costs attributable to various factors, including changes in raw material costs that do not align with selling price adjustment mechanisms, resulted in lower segment
operating profit in both dollar and percentage of sales terms compared to the same prior year period.

 We acknowledge the Staff’s comment
regarding providing additional context to the decline in segment operating profit compared to the prior period. In future filings, we will expand our discussion of known trends impacting operating performance to provide additional context over the
time periods presented. However, our ability to predict changes in raw material prices, and changes in customer demand and market pricing, in the context of forward looking information, is limited.

*   *   *

The Company acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the filing, (ii) staff comments or
changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing, and (iii) it may not assert staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

 Please contact the undersigned, Patrick J. DeCourcy at (412) 395-3057
with any questions or comments.

Very truly yours,

/s/ Patrick J. DeCourcy

 Patrick J. DeCourcy

 Interim
Chief Financial Officer

 cc: Elliot S. Davis

July 8, 2013

Via E -mail
Mr. Dale G. Reid
Executive Vice President , Finance  and Chief Financial Officer
Allegheny Technologies Inc orporat ed
1000 Six PPG Place
Pittsburgh, PA 15222 -5479

Re: Allegheny Technologies  Incorporat ed
 Form 10-K
Filed February 28 , 2013
File No. 1-12001

Dear Mr. Reid :

We have reviewed your filing  and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your document.   In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business d ays by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information y ou provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the year ended December 31, 2012

Backlog, Seasonality and Cyclicality, page 6

1. Please explain to us and revise future filings as appropriate to disclose why there is no
backlog attributable to the Engineered Products segment.

Management’s Discussion and Analysis, page 16

2. We note the $8.8 million after -tax charge for asset write -down associated with
consolidating your iron casting facilities in your Engineer ed Products business segment.
Given this amount was material to fourth quarter 2012 operating results, please tell us
your consideration for providing a discussion of the performance of these operations,
including trends, potential impacts on future operat ions, your method for grouping the

Mr. Dale G. Reid
Allegheny Technologies Inc orporat ed
July 8, 2013
Page 2

 related long -lived assets, and your assessment of potential impairment of related assets.
Tell us whether you provided forewarning disclosure regarding these operations in
periodic reports prior to incurring the charge.

Note 15. Financial Information for Subsidiary and Guarantor Parent, page 72

3. Please tell us how you have complied with Rules 3 -10(i)(1) and 10 -01(a)(4) of
Regulation S -X in presenting your condensed statements of cash flows for the years
ended December 31 , 2010 through 2012.  Revise future filings accordingly, beginning
with your June 30, 2013 Form 10 -Q.

Form 10 -Q for the period ended March 31, 2013

Management’s Discussion and Analysis, page 22

4. Please revise future filings to quantify the extent to which increases/decreases in volume,
prices, the introduction of new products, and inflation impacts of raw materials
contributed to the changes in net sales and gross profit margin and/or segment operating
profit.  In addition, please quantify the impact of other factors you identify that
contributed to fluctuations in line items included in income from continuing operations.
Please refer to Items 303(A)(3)(i) and 303(A)(3)(iii) of Regulation S -X and Sections
501.12.b.3. and 501.12.b.4. of the Financial R eporting Codification for guidance.

5. We note that your gross margin has decreased over the five quarters ended March 31,
2013. Please revise future filings to expand your discussion of gross margin and/or
segment operating profit to provide a detailed and appropriately quantified analysis of the
factors contributing to gross margin and/or segment operating profit declines that
provides investors an understanding through the eyes of management of the impact of
changes in these factors and plans to manage the m.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from t he company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with res pect to the filing; and

Mr. Dale G. Reid
Allegheny Technologies Inc orporat ed
July 8, 2013
Page 3

  the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jenn Do at (202) 551-3743 , or me at (202) 551-3355  if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

July 2, 2012

Via E -mail
Mr. Dale Reid
Chief Financial Officer
Allegheny Technologies Inc.
1000 Six PPG Place
Pittsburgh, PA  15222 -5479

Re: Allegheny Technologies Inc.
 Form 10 -K for the fiscal year ended December 31, 2011
Filed February 27, 2012
File No. 1 -12001

Dear Mr. Reid :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Co mmission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urg e all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 1000 Six PPG Place

 Pittsburgh, PA 15222-5479

 June 18, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street
N.E.

 Washington, D.C. 20549-7010

Attn: Mr. John Cash

 Form 10-K for the
fiscal year ended December 31, 2011

 Filed February 27, 2012

 File No. 1-12001

 Dear Mr. Cash:

This letter sets forth our response to the letter dated June 5, 2012 from the Staff of the Securities and Exchange Commission with
respect to the Form 10-K for the year ended December 31, 2011 (the “Comment Letter”) of Allegheny Technologies Incorporated (the “Company”).

 Set forth below are the Company’s responses to the comments set forth in the Comment Letter. For your convenience, each comment is reproduced in bold text below and is followed by the Company’s
response.

 Form 10-K for the Fiscal Year Ended December 31, 2011

 Note 17 Commitments and Contingencies

 1. We note your response to our prior comment
one. We note that your environmental managers have detailed knowledge of each site where environmental remediation and other environmental obligations are either known or alleged. We also note that the amounts recorded for environmental remediation
obligations represent your best estimate to complete the known work required. Given the specialized knowledge of your environmental managers and third-party consultants and your ability to estimate costs to complete known work, it is unclear to us
why you cannot also estimate potential losses in excess of amounts accrued. Please explain further. In addition, we remind you that ASC 450 requires you to disclose whether reasonably possible losses in excess of amounts accrued may be material to
your financial statements, not whether these amounts may be material to a decision to buy or sell your securities. Therefore, please revise your disclosure in future filings to comply with the ASC 450 requirements.

The environmental accruals currently recorded represent amounts expensed for known matters based on criteria outlined in ASC 450 taking into account the
information available including where the matter stands in terms of investigation or remediation. However future investigation or remediation activities may result in the discovery of additional hazardous materials, potentially higher levels of
contamination than discovered during the prior investigation, and the impact on costs of the success or lack of thereof in remedial solutions. As a result, we are unable to estimate the potential additional costs for activities at existing sites. As
such, we acknowledge in our disclosures that the ultimate resolution of existing known environmental matters may materially impact operating results for a reporting period as new

 Mr. John Cash

 United States Securities and Exchange Commission

 June 18, 2012

 Page
 2

developments occur and as new information becomes available. In the future, as additional developments occur, including litigation, claims or assessments pertaining to environmental obligations,
a reasonably possible range of loss in excess of an accrued amount may be determinable. In those cases, we will revise our disclosures in future filings to include reasonably possible losses, or ranges of losses, for known items where estimable.

 2. We note your response to our prior comment two. It continues to be unclear to us why you cannot estimate the amount of reasonably
possible losses in excess of amounts accrued for your pending lawsuits, claims and proceedings. Please explain further. We again remind you that you are not required to estimate with confidence or precision. In addition, we note your intention to
disclosure in future filings that you believe the resolution of these matters would not be material to a decision to buy or sell your securities. We remind you that ASC 450 requires you to disclose whether reasonably possible losses in excess of
amounts accrued may be material to your financial statements, not whether these amounts may be material to a decision to buy or sell your securities. Therefore, please revise your disclosure in future filings to comply with the ASC 450 requirements.

 We are currently not a party to pending lawsuits, claims or proceedings that, individually or in the aggregate, involve a loss
contingency that would be material to our financial statements and, accordingly, our accruals for those contingencies are not material. We do not believe that a reasonably possible range of loss in excess of amounts accrued for pending lawsuits,
claims or proceedings would be material to the financial statements. We acknowledge in our present disclosures that the ultimate resolution of an existing matter may materially impact operating results for a reporting period as new developments
occur and as new information becomes available. As additional developments occur, a reasonably possible range of loss in excess of an accrued amount may be determinable. If we become subject to material contingencies due to lawsuits, claims or
proceedings in the future, our related disclosures will comply with ASC 450 requirements.

 *
        *         *

 The Company acknowledges that (i) it
is responsible for the adequacy and accuracy of the disclosure in the filing, (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing, and
(iii) it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please contact the undersigned, Dale G. Reid at (412) 395-3057 with any questions or comments.

 Very truly yours,

 /s/ Dale G. Reid

 Dale G. Reid

 Executive Vice President, Finance and

Chief Financial Officer

 cc: Elliot S. Davis

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

June 5, 2012
 Via E-mail

Mr. Dale Reid Chief Financial Officer
Allegheny Technologies Inc.
1000 Six PPG Place Pittsburgh, PA  15222-5479
Re: Allegheny Technologies Inc.
 Form 10-K for the fiscal year ended December 31, 2011
Filed February 27, 2012 File No. 1-12001

Dear Mr. Reid:
We have reviewed your response letter  dated May 21, 2012 and have the
following additional comments.  If you disagree, we will consider your explanation as to
why our comment is inapplicable.  In some of our comments, we may ask you to provide
us with supplemental information so we may bett er understand your disclosure.  After
reviewing this information, we may or may not raise additional comments.  Form 10-K for the fiscal year ended December 31, 2011

 Note 17  Commitments and Contingencies, page 79

 1. We note your response to our prior c omment one.  We note that your
environmental managers have detailed kno wledge of each site where
environmental remediation and other environmental obligations are either known
or alleged.  We also note that the amounts recorded for environmental remediation obligations represent your be st estimate to complete the known work
required.  Given the specialized knowledge of your environmental managers and
third-party consultants and your abilit y to estimate costs to complete known work,
it is unclear to us why you cannot also estimate potential losses in excess of amounts accrued.  Please explain further .  In addition, we remind you that ASC
450 requires you to disclose whether reasonably possible losses in excess of
amounts accrued may be material to yo ur financial statements, not whether these
amounts may be material to a decision to buy or sell your securities.  Therefore,
please revise your disclosure in future filings to comply with the ASC 450
requirements.

Mr. Dale Reid
Allegheny Technologies Inc. June 5, 2012
Page 2

2. We note your response to our prior comme nt two.  It continues to be unclear to us
why you cannot estimate the amount of reasonably possible losses in excess of amounts accrued for your pending lawsuits, claims and proceedings.  Please explain further.  We again remind y ou that you are not required to estimate with
confidence or precision.  In addition, we note your intention to disclosure in
future filings that you believe the resolution of these matters would not be material to a decision to buy or sell your securities.  We remind you that ASC 450 requires you to disclose whether reasonably possible losses in excess of amounts
accrued may be material to your financ ial statements, not whether these amounts
may be material to a decision to buy or sell your securities.  Therefore, please revise your disclosure in future filings to comply with the ASC 450 requirements.

*    *    *    *

As appropriate, please respond to these c omments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested supplemental information.  Detailed response letters greatly facilitate our re view.  Please file your response letter on
EDGAR.  Please understand that we may have additional comments after reviewing your
responses to our comments.

You may contact Tricia Armelin at (202) 551 -3747 or me at (202) 551-3768 if
you have questions regar ding these comments.

Sincerely,
   /s/ John Cash
John Cash
        Accounting Branch Chief

CORRESP
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CORRESP

 1000 Six PPG Place

 Pittsburgh, PA 15222-5479

 May 21, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street
N.E.

 Washington, D.C. 20549-7010

Attn: Mr. John Cash

RE:
Allegheny Technologies Incorporated

 Form 10-K for the fiscal year ended December 31, 2011

 Filed
February 27, 2012

 File No. 1-12001

 Dear Mr. Cash:

 This letter sets forth our response to the letter dated
May 10, 2012 from the Staff of the Securities and Exchange Commission with respect to the Form 10-K for the year ended December 31, 2011 (the “Comment Letter”) of Allegheny Technologies Incorporated (the “Company”).

 Set forth below are the Company’s responses to the comments set forth in the Comment Letter. For your convenience, each
comment is reproduced in bold text below and is followed by the Company’s response.

 Form 10-K for the Fiscal Year Ended
December 31, 2011

 Note 17 Commitments and Contingencies

 1. We note your disclosure that your environmental matters could have a material adverse effect on your financial condition or results of operations. Please revise future filings to disclose your
reasonably possible loss or range of loss in excess of amounts accrued. If you conclude that you cannot estimate the reasonably possible loss or range of loss please: (1) explain to us the procedures you undertake on a quarterly basis to
attempt to develop an estimate disclosure and (2) what specific factors are causing the inability to estimate and when you expect those factors to be alleviated. We recognize that there are a number of uncertainties and potential outcomes
associated with loss contingencies. Nonetheless, an effort should be made to develop estimates for purposes of disclosures, including determining which of the potential outcomes are reasonably possible and what the reasonably possible range of
losses would be for those reasonably possible outcomes. We remind you that ASC 450 does not require estimation with confidence or precision.

We are not able to estimate a reasonably possible range of loss in excess of the amounts accrued for environmental matters. Our quarterly procedures to
determine accruals include an executive-level review with on-staff environmental managers, who have detailed knowledge of each site where environmental remediation and other environmental obligations are either known or alleged. These environmental
managers oversee the work of third-party environmental firms that prepare environmental assessments and feasibility studies, evaluate alternative environmental remediation strategies, develop remedial action plans, implement corrective measures, and
prepare reports, among other activities. Over 90% of the Company’s recorded reserve for environmental remediation liabilities relates to formerly-owned sites, closed operations or third-party federally-managed Superfund sites and comparable
state-managed sites. In nearly all cases, these sites have been managed for many years, and the amounts recorded for environmental remediation obligations represent the best estimate of the Company and its third-party consultants to complete the
known scope of work required at each site.

 1

 May 21, 2012

 On at least a quarterly basis, we review developments at each site, including any activities that were
conducted and costs incurred for ongoing site work, investigation, or interactions with the relevant federal or state oversight agencies. We also review whether there are any newly asserted environmental claims and the factual and legal bases of any
such claim. Given the complexity of environmental remediation work and the site-specific nature of each environmental matter, it is not possible to reasonably estimate a range of future costs that may be incurred at any site beyond what we accrue.
In addition, it is not possible to predict whether any additional claims are reasonably likely to be asserted, if they would have merit or if we would incur any costs for such claims. Our footnote disclosures provide context for the uncertainties
that inhibit our ability to determine a future loss range. For example, a site may currently be in the process of a remedial investigation or feasibility study to obtain more information about the geography, geology, type and concentration of
environmental contamination, along with the evaluation of the history and former operations on the site to determine if other parties may be solely or partially liable. Until the results of such investigations are completed and subject to the review
and evaluation processes of the relevant federal or state agencies, a range of additional loss, if any, is not reasonably possible to determine.

 Our environmental reserves have decreased by more than two-thirds in the last ten years, to approximately $15 million, as we have successfully completed several significant environmental remediation
projects and resolved related litigation matters.

 As we disclose in our filing, we do not believe that a loss exceeding amounts already
recorded for sites with which the Company is currently associated would be material to a decision to buy or sell the Company’s securities. We believe our present disclosures, including cautionary language that future developments,
administrative actions or liabilities relating to environmental matters could have a material adverse effect on our financial condition and results of operations, are the appropriate disclosure context for this highly complex area.

2. We note your disclosure that the disposition of your pending lawsuits, claims and proceedings could have a material adverse effect on your results
of operations. Please revise future filings to disclose your reasonably possible loss or range of loss in excess of amounts accrued. If you conclude that you cannot estimate the reasonably possible loss or range of loss please: (1) explain to
us the procedures you undertake on a quarterly basis to attempt to develop an estimate disclosure and (2) what specific factors are causing the inability to estimate and when you expect those factors to be alleviated. We recognize that there
are a number of uncertainties and potential outcomes associated with loss contingencies. Nonetheless, an effort should be made to develop estimates for purposes of disclosures, including determining which of the potential outcomes are reasonably
possible and what the reasonably possible range of losses would be for those reasonably possible outcomes. We remind you that ASC 450 does not require estimation with confidence or precision. Disclosure may be provided on an aggregated basis.

 We are not able to estimate a reasonably possible range of loss in excess of amounts accrued for pending lawsuits, claims and
proceedings. On at least a quarterly basis, we conduct a review of lawsuits, claims and potential liability exposures with executives in the Legal, Finance, and Risk Management functions. Our review includes the assessment of the status of lawsuits,
asserted and unasserted claims, and the probability of liability. It is not presently possible to estimate the ultimate cost to resolve the outstanding legal claims or even a range of losses beyond what has been accrued due to the uncertainties
inherent with each lawsuit, claim or proceeding. The uncertainties include but are not limited to the results of discovery, a judge or jury’s verdict, the outcome of any appeals, as well as any amount recoverable through insurance claims. We do
not have any material recorded liability with regard to lawsuits, claims or proceedings other than environmental remediation matters, as discussed above.

 We believe that the resolution of any pending lawsuit, claim or proceeding (individually or in the aggregate) would not be in an amount that would be material to a decision to buy or sell our securities.
In future filings, we will include this assertion in our contingencies disclosure.

 2

 May 21, 2012

 The Company acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure
in the filing, (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing, and (iii) it may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please contact the undersigned,
Dale G. Reid at (412) 395-3057 with any questions or comments.

 Very truly yours,

/s/ Dale G. Reid

 Dale G. Reid

Executive Vice President, Finance and

 Chief
Financial Officer

 cc: Elliot S. Davis

 3

May 10, 2012
 Via E-mail

Mr. Dale Reid Chief Financial Officer Allegheny Technologies Inc. 1000 Six PPG Place Pittsburgh, PA 15222-5479
Re: Allegheny Technologies Inc.
 Form 10-K for the fiscal year ended December 31, 2011
Filed February 27, 2012 File No. 1-12001

Dear Mr. Reid:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  Form 10-K for the fiscal year ended December 31, 2011

 Note 17  Commitments and Contingencies, page 79

1. We note your disclosure that your environmen tal matters could have a material adverse
effect on your financial condition or results of operations.  Pleas e revise future filings to
disclose your reasonably possible loss or range of loss in excess of amounts accrued.  If
you conclude that you cannot estimate the r easonably possible loss or range of loss
please: (1) explain to us th e procedures you undertake on a qu arterly basis to attempt to
develop an estimate disclosure and (2) what specific factors are causing the inability to
estimate and when you expect those factors to be  alleviated.  We rec ognize that there are
a number of uncertainties and potential outcome s associated with loss contingencies.
Nonetheless, an effort should be made to de velop estimates for purposes of disclosures,
including determining which of the potentia l outcomes are reasonably possible and what

Mr. Dale Reid Allegheny Technologies Inc. May 10, 2012 Page 2

 the reasonably possible range of losses woul d be for those reasona bly possible outcomes.
We remind you that ASC 450 does not require es timation with confidence or precision.

2. We note your disclosure that the dispositi on of your pending lawsuits, claims and
proceedings could have a material adverse effect on your results of operations.  Please
revise future filings to disclo se your reasonably possible loss or  range of loss in excess of
amounts accrued.  If you conclude that you canno t estimate the reasonably possible loss
or range of loss please: (1) explain to us  the procedures you u ndertake on a quarterly
basis to attempt to develop an estimate di sclosure and (2) what specific factors are
causing the inability to estimate and when you e xpect those factors to be alleviated.  We
recognize that there are a number of uncertain ties and potential outcomes associated with
loss contingencies.  Nonetheless, an effort  should be made to develop estimates for
purposes of disclosures, incl uding determining which of the potential outcomes are
reasonably possible and what th e reasonably possible range of losses would be for those
reasonably possible outcomes.  We remind you that ASC 450 does not require estimation
with confidence or precision.  Disclosure may be provided on an aggregated basis.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Tricia Arme lin at (202) 551-3747 or me at (202) 551-3768 if you have
questions regarding these comments.
Sincerely,
   /s/ John Cash
John Cash
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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corresp

March 30, 2011

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

    Attention:

     Pamela A. Long

Division of Corporation Finance

    Re:

     Allegheny Technologies Incorporated

Registration Statement on Form S-4 (No. 333-171426)

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

     Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), Allegheny Technologies Incorporated (the “Company”) hereby respectfully requests that the
effective date of the above-referenced Registration Statement be accelerated so that the same will
become effective under the Securities Act at 3:00 p.m., Eastern
Daylight Time, on March 30, 2011, or as soon as practicable thereafter.

     Additionally, the Company hereby acknowledges the following:

    (i)

    Should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

    (ii)

    The action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its
full responsibility for the adequacy and accuracy of the disclosure in the filing; and

Securities and Exchange Commission

Division of Corporation Finance

March 30, 2011

Page 2

    (iii)

    The Company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

    Very truly yours,

    By:
    /s/ Jon D. Walton

    Jon D. Walton

    Executive Vice President, Human Resources,
Chief Legal and Compliance Officer and
Corporate Secretary

March 18, 2011

Via U.S. Mail and Facsimile

Jon D. Walton Executive Vice President, Human Resources Chief Legal and Compliance Offi cer and Corporate Secretary
Allegheny Technologies Incorporated 1000 Six PPG Place Pittsburgh, Pennsylvania 15222
Re: Allegheny Technologies Incorporated
Amendment No. 3 to the Registration Statement on Form S-4 Filed February 10, 2011
  File No. 333-171426    Form 10-K for the Fiscal Year Ended December 31, 2010   Filed February 28, 2011   File No. 001-12001

Dear Mr. Walton:

We have reviewed your response letter da ted March 10, 2011 and the above-referenced
filings, and have the following comments.

Form 10-K for the fiscal year ended December 31, 2010

Legal Proceedings, page 14
 1. We note your response to our prior comment five.  Please revise future filings to clarify that
there are no pending legal matters that you believ e could have a material adverse effect on
your operations, as appropriate.
 Results of Operations, page 21

 2. We note your response to our prior comment eight and the additional information that you
provided supplementally.  However, our refere nce to your High Performance Metals segment
was just one example of an area where your discussion of your opera ting results could be
improved.  We continue to note that you cite several underlying factors that impact not only
your High Performance Metals segment but also  your other reportable segments such as
changes in demand, increased shipments, raw ma terial prices and selling prices.  Please
revise future filings to quan tify the impact of these factor s on your revenu e and operating
profit for each of your segments as well as your  consolidated information, where practicable.

Jon D. Walton Allegheny Technologies Incorporated March 18, 2011 Page 2

You may contact Tricia Arme lin, Staff Accountant, at 202-551-3747, or John Hartz,
Senior Assistant Chief Accountant, at 202-551-36 89 if you have questions regarding comments
on the financial statements and related matters.  Please contact Erin Jaskot, Staff Attorney, at
202-551-3442, or Craig Slivka, Special Counsel , at 202-551-3729 with any other questions.

Sincerely,

Pamela A. Long Assistant Director
 cc:   Ronald D. West, Esq. ( via facsimile at (412) 355-6501)
K&L Gates LLP  Mark T. Plichta, Esq. ( via facsimile at (414) 297-4900)
Foley & Lardner

CORRESP
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corresp

March 18, 2011

Ms. Pamela A. Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:

    Allegheny Technologies Incorporated

    Amendment No. 3 to the Registration Statement on Form S-4

    Filed March 10, 2011

    File No. 333-171426

    Form 10-K for the Fiscal Year Ended December 31, 2010

    Filed February 28, 2011

    File No. 001-12001

Dear Ms. Long:

     We are providing this letter in response to the comments of the staff of the Securities and
Exchange Commission (the “Staff”) contained in your letter dated March 18, 2011 regarding Amendment
No. 3 to the Registration Statement on Form S-4 filed by Allegheny Technologies Incorporated
(“ATI”) on March 10, 2011 (File No. 333-171426) (the “Form S-4”) and ATI’s Annual Report on Form
10-K for its fiscal year ended December 31, 2010. Set forth below are the
Staff’s comments and our responses.

     Pursuant to Rule 418 of the Securities Act of 1933, as amended, the
Company requests that, upon completion of this review, the Staff return to us all supplemental
materials provided in connection with this review.

Form 10-K for the Fiscal Year Ended December 31, 2010

Legal Proceedings, page 14

COMMENT NO. 1:

We note your response to our prior comment five. Please revise future filings to clarify that
there are no pending legal matters that you believe could have a material adverse effect on your
operations, as appropriate.

Ms. Pamela A. Long

Securities and Exchange Commission

March 18, 2011

Page 2

RESPONSE:

     We acknowledge the Staff’s comment and will clarify our disclosure in future filings to state,
if applicable, that there are no pending legal matters that we believe could have a material
adverse effect on our operations.

COMMENT NO. 2:

We note your response to our prior comment eight and the additional information that you provided
supplementally. However, our reference to your High Performance Metals segment was just one
example of an area where your discussion of your operating results could be improved. We continue
to note that you cite several underlying factors that impact not only your High Performance Metals
segment but also your other reportable segments such as changes in demand, increased shipments, raw
material prices and selling prices. Please revise future filings to quantify the impact of these
factors on your revenue and operating profit for each of your segments as well as your consolidated
information, where practicable.

RESPONSE:

     We acknowledge the Staff’s comment and will revise our future filings to quantify the impact
of those factors on our revenue and operating profit for each of our reportable segments, as well
as our consolidated information, where practicable.

*       *     *

     ATI acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Ms. Pamela A. Long

Securities and Exchange Commission

March 18, 2011

Page 3

     Thank you for your consideration. If you require any additional information on these issues,
or if I can provide you with any other information that will facilitate your continued review of
the Form S-4, please contact me at 412-394-2836 at your earliest convenience.

    Sincerely,

    ALLEGHENY TECHNOLOGIES INCORPORATED

    By:

    /s/ Jon D. Walton

    Jon D. Walton

    Executive Vice President, Human Resources,

    Chief Legal and Compliance Officer

    and Corporate Secretary

CORRESP
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corresp

March 10, 2011

Ms. Pamela A. Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:

    Allegheny Technologies Incorporated

Amendment No. 2 to the Registration Statement on Form S-4

Filed February 22, 2011

File No. 333-171426

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed February 28, 2011

File No. 001-12001

Dear Ms. Long:

     We are providing this letter in response to the comments of the staff of the Securities and
Exchange Commission (the “Staff”) contained in your letter dated March 4, 2011 regarding Amendment
No. 2 to the Registration Statement on Form S-4 filed by Allegheny Technologies Incorporated
(“ATI”) on February 22, 2011 (File No. 333-171426) (the “Form S-4”). Set forth below are the
Staff’s comments and our responses. We also call to the Staff’s attention that ATI has filed
Amendment No. 3 to the Form S-4 on the date of this letter.

     Pursuant to Rule 418 of the Securities Act of 1933, as amended (the “Securities Act”), the
Company requests that, upon completion of this review, the Staff return to us all supplemental
materials provided in connection with this review.

Amendment No. 2 to the Registration Statement on Form S-4

Interest of Ladish’s Directors and Officers in the Merger, page 3

COMMENT NO. 1:

Please quantify the potential unissued shares eligible for issuance under the Ladish Co., Inc. 2010
Restricted Stock Unit Plan.

Ms. Pamela A. Long

Securities and Exchange Commission

March 10, 2011

Page 2

RESPONSE:

     We have revised our disclosures on pages 3 and 52 of Amendment No. 3 to the Form S-4 to
quantify the potential number of additional restricted stock units
issued under the Ladish Co, Inc.
2010 Restricted Stock Unit Plan that may be received by executive officers and
directors of Ladish Co, Inc. (“Ladish”).

Where You Can Find More Information, page 97

COMMENT NO. 2:

Please revise this section to incorporate by reference the Form 8-K and Form 10-K each filed by
Allegheny on February 28, 2011 and the Form 8-K filed by Ladish on February 10, 2011. See Question
123.05 of the Compliance and Disclosure Interpretations for Securities Act Forms.

RESPONSE:

     We have revised this section in Amendment No. 3 to the Form S-4 to incorporate by reference
the applicable filings made by us or Ladish since the filing of Amendment No. 2 to the Form S-4,
including the Current Report on Form 8-K and the Annual Report on Form 10-K (the “ATI Form 10-K”)
filed by ATI on February 28, 2011. We note to the Staff that the Current Report on Form 8-K filed
by Ladish on February 10, 2011 (the “Ladish Form 8-K”) solely included disclosure under Item 2.02
and an exhibit relating to Item 2.02 which was furnished by Ladish under Item 9.01. Under General
Instruction B.2. of Form 8-K, none of the information contained in the Ladish Form 8-K is deemed to
be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section because Ladish has not
specifically stated that the information is to be considered “filed” under the Exchange Act or
incorporated by reference into a filing under the Securities Act or the Exchange Act. In order to
treat the Ladish Form 8-K in a manner consistent with the Current Reports on Form 8-K filed by ATI
on January 26, 2011, which were not subject to the Staff’s Comment but similarly contained
disclosures solely under Item 2.02 and respective exhibits relating to Item 2.02, we have not
included a reference to the Ladish Form 8-K in this section.

COMMENT NO. 3:

We note that Allegheny’s Form 10-K for the fiscal year ending December 31, 2010 was filed on
February 28, 2011, and that the Form 10-K incorporates by reference the Part III information from
the definitive proxy statement, which Allegheny has not yet filed. In order to have a complete
Section 10(a) prospectus, you must either file the definitive proxy statement before the Form S-4
is declared effective or include the Part III information in an amended Form 10-K. We further note
that, based on conversations with counsel, Ladish intends to file its Form10-K in approximately two
weeks. Please note, the Part III information for Ladish must also be on file

Ms. Pamela A. Long

Securities and Exchange Commission

March 10, 2011

Page 3

before the Form S-4 can be declared effective. See generally Question 123.01 of the Compliance and
Disclosure Interpretations for Securities Act Forms.

RESPONSE:

     We acknowledge the Staff’s comment. We filed ATI’s definitive proxy statement containing the
Part III information that is incorporated by reference into the ATI Form 10-K on March 9, 2011.
Ladish filed its Annual Report on Form 10-K for its fiscal year ended December 31, 2010, including
the Part III information, on March 9, 2011.

Exhibit 99.2

COMMENT NO. 4:

We note that Baird continues to state that its consent applies only to the current proxy statement
included in the registration statement, and not to any amendments or supplements thereto. Please
be advised that in order for the Form S-4 to be declared effective, Baird will have to file an
updated consent or remove such qualifying language.

RESPONSE:

     We continue to acknowledge this comment of the Staff. We have filed an updated consent of
Robert W. Baird & Co, Incorporated (“Baird”) with Amendment No. 3 to the Form S-4 and similarly
will file an updated consent of Baird with any subsequent amendment to the Form S-4.

Form 10-K for the Fiscal Year Ended December 31, 2010

Legal Proceedings, page 14

COMMENT NO. 5:

We note your statement that while you believe that the disposition of any pending legal matter is
not likely to have a material adverse effect on your financial condition or liquidity, the
resolution in any reporting period of one or more of the legal matters could have a material
adverse effect on your results of operations for that period. For any pending legal matter that
you believe could have a material adverse effect on your results of operations, please provide the
disclosure required by Item 103 of Regulation S-K and ASC 450-20-50. Please supplementally provide
us with draft disclosure showing how you will present this information in future filings.

RESPONSE:

     We acknowledge the Staff’s comment and advise the Staff that there are no pending legal
matters that we believe could have a material adverse effect on our results of operations.

Ms. Pamela A. Long

Securities and Exchange Commission

March 10, 2011

Page 4

COMMENT NO. 6:

We note your disclosure regarding the lawsuit filed by the EPA and the California Department of
Toxic Substance Control filed in the United States District Court for the Central District of
California on January 13, 2011. With a view toward future filings, please supplementally advise us
as to whether you reasonably believe that such proceeding will result in no monetary sanctions or
monetary sanctions of less than $100,000. To the extent you reasonably believe that monetary
sanctions may be more than $100,000, please provide the information required by Item 103 of
Regulation S-K, including relief sought. See Instruction 5.C. to Item 103 of Regulation
S-K.

RESPONSE:

     We advise the Staff that we do not reasonably believe that the referenced proceeding will
result in monetary sanctions because it is a cost recovery action without civil penalties being
sought. We, however, refer the Staff to the first paragraph under Item 3, Legal Proceedings, in
the ATI Form 10-K, in which, in accordance with Item 103 of Regulation S-K, we included the name of
the court or agency in which the proceeding is pending (the United States District Court for the
Central District of California), the date instituted (January 13, 2011), the principal parties
thereto (the United States Environmental Protection Agency, the California Department of Toxic
Substance Control, a subsidiary of ATI and the remaining potentially responsible parties), a
description of the factual basis alleged to underlie the proceeding (a description of the
background involving the 2003 Unilateral Administrative Order issued to ATI and the other
potentially responsible parties for the South El Monte Operable Unit of the San Gabriel Valley
(California) Superfund Site) and the relief sought (recovery of past costs and future response
costs under CERCLA).

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 18

Results of Operations, page 21

COMMENT NO. 7:

We note that there was a sizable increase in the percent of total revenue contributed by your
Flat-Rolled Products segment from 2009 to 2010, while there was a corresponding decrease in the
percent of total revenue contributed by your High Performance Metal segment, despite the fact that
revenue increased in both segments. In future filings, please provide disclosure identifying the
underlying reasons for such changes in the contribution of your segments to total revenue.

Ms. Pamela A. Long

Securities and Exchange Commission

March 10, 2011

Page 5

RESPONSE:

     We acknowledge the Staff’s comment and will revise our disclosures in future filings in
accordance with the Staff’s comment.

COMMENT NO. 8:

In future filings, please revise your analysis to quantify the specific factors that contributed to
the fluctuations in your line items from period-to-period, and also provide the reasons underlying
such fluctuations where the reasons are material and determinable. For example, your discussion of
the High Performance Metals segment on page 21 cites increased demand from the commercial aerospace
jet engine market and medical market, as well as decreased demand from the chemical processing
market and nuclear energy market, as all contributing to the change in sales from 2009 to 2010.
However, you do not quantify the amount contributed by each of these markets to the change in
sales, and do not discuss the reasons underlying such changes with the exception of the aerospace
market. Further, you state that volumes increased for certain of your products, while selling
prices decreased, but do not provide analysis regarding the reasons underlying the changes in
volume and price, including how such changes contributed to the year-over-year increase in sales.
For example, without further disclosure, it is unclear why there was a more competitive pricing
environment in 2010, and how this specifically affected base selling prices. Please supplementally
provide us with draft disclosure for your year-over-year segment discussion showing how you will
present this information in future filings. See Item 303 of Regulation S-K and SEC Release
No. 33-8350.

RESPONSE:

     We acknowledge the Staff’s comment and will revise our disclosures in future filings in
accordance with the Staff’s comment. As requested by the Staff, we supplementally are providing
draft disclosure to demonstrate how we will expand our discussion in future filings. We call to
the Staff’s attention that we are enhancing our discussion to the extent that the reasons for
fluctuations are material and determinable. In certain of our end markets, such as commercial
aerospace, the end customers for our products generally have significant order backlogs and longer
order fulfillment cycles, affording us greater clarity into the factors in the supply chain that
are impacting changes in demand, which in turn impacts our pricing.
However, customers purchasing our stainless steel commodity products
generally are service centers which, in turn, distribute products to
end users in various markets. As a result, we do not generally have
reliable insight into factors influencing demand for those products
by particular categories of end users. In addition, in many of our end
markets, such as chemical processing, which typically is driven primarily by large project
business, and medical, which generally has significantly shorter order fulfillment cycles, the
underlying rationale for fluctuations often is driven by a number of factors, such as general
macroeconomic conditions and specific customer and competitive factors that are prevalent at a
given time. While market demand has an influence on selling prices for most of our products, we
compete with a number of global competitors which frequently establish product selling prices based
upon factors known only to them. In instances such as these, the relative significance of any
single factor or combination of factors that drive demand for our

Ms. Pamela A. Long

Securities and Exchange Commission

March 10, 2011

Page 6

products or impact pricing environments, or the underlying reasons for actions taken by our
competitors in particular markets, may not be determinable based on information available to us.

Certifications

COMMENT NO. 9:

We note that in paragraph three you refer to “annual report” rather than “report” and that you have
deleted the “(s)” from “certifying officer(s)” in paragraphs four and five. In future filings,
please file the certifications in exactly the form set forth in Item 601(b)(31) of Regulation S-K.

RESPONSE:

     We acknowledge the Staff’s comment and will file the certifications in future filings in
exactly the form set forth in Item 601(b)(31) of Regulation S-K.

* * *

     ATI acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Ms. Pamela A. Long

Securities and Exchange Commission

March 10, 2011

Page 7

     Thank you for your consideration. If you require any additional information on these issues,
or if I can provide you with any other information that will facilitate your continued review of
the Form S-4, please contact me at 412-394-2836 at your earliest convenience.

    Sincerely,

ALLEGHENY TECHNOLOGIES INCORPORATED

    By:
    /s/ Jon D. Walton

    Jon D. Walton

    Executive Vice President, Human Resources,
Chief Legal and Compliance Officer
and Corporate Secretary

March 4, 2011

Via U.S. Mail and Facsimile

Jon D. Walton Executive Vice President, Human Resources Chief Legal and Compliance Offi cer and Corporate Secretary
Allegheny Technologies Incorporated 1000 Six PPG Place Pittsburgh, Pennsylvania 15222
Re: Allegheny Technologies Incorporated
Amendment No. 2 to the Registration Statement on Form S-4 Filed February 22, 2011
  File No. 333-171426    Form 10-K for the Fiscal Year Ended December 31, 2010   Filed February 28, 2011   File No. 001-12001

Dear Mr. Walton:

We have reviewed your response letter date d February 22, 2011 and the above-referenced
filings, and have the following comments.

Amendment No. 2 to the Registration Statement on Form S-4

Interest of Ladish’s Directors a nd Officers in the Merger, page 3
 1. Please quantify the potentia l unissued shares eligib le for issuance under the Ladish Co., Inc.
2010 Restricted Stock Unit Plan.

Where You Can Find More Information, page 97

 2. Please revise this section to incorporate by re ference the Form 8-K and Form 10-K each filed
by Allegheny on February 28, 2011 and the Form  8-K filed by Ladish on February 10, 2011.
See Question 123.05 of the Compliance and Disclo sure Interpretations for Securities Act
Forms.
3. We note that Allegheny’s Form 10-K for the fi scal year ending December 31, 2010 was filed
on February 28, 2011, and that the Form 10-K in corporates by refe rence the Part III
information from the definitive proxy statement,  which Allegheny has not yet filed.  In order
to have a complete Section 10(a) prospectus , you must either file the definitive proxy

Jon D. Walton Allegheny Technologies Incorporated March 4, 2011 Page 2

statement before the Form S-4 is declared effect ive or include the Part III information in an
amended Form 10-K.  We further note that, based on conversations with counsel, Ladish
intends to file its Form 10-K in approximat ely two weeks.  Please note, the Part III
information for Ladish must also be on file befo re the Form S-4 can be declared effective.
See generally Question 123.01 of the Complia nce and Disclosure Interpretations for
Securities Act Forms.
 Exhibit 99.2

4. We note that Baird continues to state that its consent applies only to the current proxy
statement included in the registration statement,  and not to any amendments or supplements
thereto.  Please be advised that in order for the Form S-4 to be declared effective, Baird will have to file an updated consent or  remove such qualifying language.
 Form 10-K for the Fiscal Year Ended December 31, 2010

 Legal Proceedings, page 14

 5. We note your statement that while you believe  that the disposition of any pending legal
matter is not likely to have a material adverse effect on your financial condition or liquidity,
the resolution in any reporting period of one  or more of the legal matters could have a
material adverse effect on your results of ope rations for that period.  For any pending legal
matter that you believe could have a material adverse effect on your results of operations,
please provide the disclosure required by It em 103 of Regulation S-K and ASC 450-20-50.
Please supplementally provide us with draft disclosure showing how  you will present this
information in future filings.
6. We note your disclosure regarding the la wsuit filed by the EPA and the California
Department of Toxic Substance Control filed in the United States District Court for the
Central District of California on January 13, 2011.  With a view toward future filings, please
supplementally advise us as to whether you reasonably believe that such proceeding will result in no monetary sanctions or monetary sanctions of less than $100,000.  To the extent
you reasonably believe that monetary sancti ons may be more than $100,000, please provide
the information required by Item 103 of Re gulation S-K, including relief sought.  See

Instruction 5.C. to Item 103 of Regulation S-K.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
18
 Results of Operations, page 21

 7. We note that there was a sizable increase in th e percent of total reve nue contributed by your
Flat-Rolled Products segment from 2009 to  2010, while there was a corresponding decrease
in the percent of total revenue  contributed by your High Performance Metal segment, despite

Jon D. Walton Allegheny Technologies Incorporated March 4, 2011 Page 3

the fact that revenue increased in both segments .  In future filings, pl ease provide disclosure
identifying the underlying reasons for such chan ges in the contribution of your segments to
total revenue.
8. In future filings, please revise your analysis to quantify the speci fic factors that contributed to
the fluctuations in your line items from pe riod-to-period, and also provide the reasons
underlying such fluctuations where the reasons ar e material and determinable.  For example,
your discussion of the High Performance Metals  segment on page 21 cites increased demand
from the commercial aerospace jet engine market  and medical market, as well as decreased
demand from the chemical processing market a nd nuclear energy market, as all contributing
to the change in sales from 2009 to 2010.  However, you do not quantify the amount
contributed by each of these markets to the chan ge in sales, and do not discuss the reasons
underlying such changes, with the exception of the aerospace market.  Further, you state that
volumes increased for certain of your products , while selling prices  decreased, but do not
provide analysis regarding the reasons underlyi ng the changes in volume and price, including
how such changes contributed to the year-over-y ear increase in sales.  For example, without
further disclosure, it is unclear why there wa s a more competitive pricing environment in
2010, and how this specifically affected base se lling prices. Please supplementally provide us
with draft disclosure for your year-over-y ear segment discussion showing how you will
present this information in future filings. See
 Item 303 of Regulation S-K and SEC Release
No. 33-8350.

Certifications
 9. We note that in paragraph three you refer to “annu al report” rather than  “report” and that you
have deleted the “(s)” from “certifying officer(s)”  in paragraphs four and five.  In future
filings, please file the certifications in exactly  the form set forth in Item 601(b)(31) of
Regulation S-K.
 As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copi es of the amendment to  expedite our review.
Please furnish a cover letter with  your amendment that keys your responses to our comments and
provides any requested information. Detailed cove r letters greatly facili tate our review. Please
understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.

Jon D. Walton Allegheny Technologies Incorporated March 4, 2011 Page 4

 You may contact Tricia Arme lin, Staff Accountant, at 202-551-3747, or John Hartz,
Senior Assistant Chief Accountant, at 202-551-36 89 if you have questions regarding comments
on the financial statements and related matters.  Please contact Erin Jaskot, Staff Attorney, at
202-551-3442, or Craig Slivka, Special Counsel , at 202-551-3729 with any other questions.

Sincerely,

Pamela A. Long Assistant Director
 cc:   Ronald D. West, Esq. ( via facsimile at (412) 355-6501)
K&L Gates LLP  Mark T. Plichta, Esq. ( via facsimile at (414) 297-4900)
Foley & Lardner

CORRESP
1
filename1.htm

corresp

March 2, 2011

Ms. Pamela A. Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

         Re:

    Allegheny Technologies Incorporated

Amendment No. 2 Registration Statement on Form S-4

Filed February 22, 2011

File No. 333-171426

Dear Ms. Long:

     We are providing this letter in response to the comment of the staff of the Securities and
Exchange Commission (the “Staff”) orally communicated in a telephone call on March 1, 2011 by Erin
K. Jaskot, Staff Attorney, to Jeffrey W. Acre of K&L Gates LLP, counsel to Allegheny Technologies
Incorporated (“ATI”), regarding Amendment No. 2 to the Registration Statement on Form S-4 filed by
ATI (File No. 333-171426) (the “Form S-4”). ATI filed Amendment No. 2 to the Form S-4 on February
22, 2011.

     Pursuant to Rule 418 of the Securities Act of 1933, as amended, ATI requests that, upon
completion of this review, the Staff return to us all supplemental materials provided in connection
with this review.

COMMENT:

Ms. Jaskot referred to Comment No. 1 to the Staff’s letter to ATI dated January 21, 2011 regarding
the Form S-4 and requested that ATI provide the Staff with its analysis of whether pro forma
financial information is required to be included in the Form S-4 pursuant to Article 11 of
Regulation S-X.

RESPONSE:

     We advise the Staff that we conducted the calculation tests prescribed by Rules 11-01(b) and
1-02(w) of Regulation S-X with respect to Ladish Co., Inc. (“Ladish”) using financial information
for ATI and Ladish as of December 31, 2010 and for ATI’s and Ladish’s respective fiscal years ended
December 31, 2010. The calculations indicated that Ladish does not meet any

Ms. Pamela A. Long

Securities and Exchange Commission

March 2, 2011

Page 2

of the significance test criteria. The details of the significance test calculations under Rules
11-01(b) and 1-02(w) of Regulation S-X are as follows:

Investment Test

Under the investment test set forth in Rule 1-02(w)(1), ATI’s investments in and advances to
Ladish, measured as the value of $389 million in cash and 7,384,160 shares of ATI stock
consideration to be paid, would not exceed 20% of the total assets of ATI as of December 31, 2010.
This determination was based on the following calculation (in millions):

    ATI’s investments in and advances to Ladish as of 12/31/2010

    $
    796.5

    Total assets of ATI as of 12/31/10

    4,493.6

    17.7
    %

Asset Test

Under the asset test set forth in Rule 1-02(w)(2), ATI’s proportionate share of the total assets of
Ladish as of December 31, 2010 would not exceed 20% of the total assets of ATI as of December 31,
2010. This determination was based on the following calculation (in millions):

    Total assets of Ladish as of 12/31/10

    $
    485.6

    Total assets of ATI as of 12/31/10

    4,493.6

    10.8
    %

Income Test

Under the income test set forth in Rule 1-02(w)(3), ATI’s equity in the income from continuing
operations before income taxes, extraordinary items and cumulative effect of a change in accounting
principle, exclusive of amounts attributable to any noncontrolling interests (“Pre-Tax Income”), of
Ladish for its fiscal year ended December 31, 2010 would not exceed 20% of the average of ATI’s
Pre-Tax Income of ATI for the last five fiscal years. This determination was based on the
following calculations (in millions):

Ms. Pamela A. Long

Securities and Exchange Commission

March 2, 2011

Page 3

    Year Ended December 31,

    ATI Pre-Tax Income

    2010

    $
    116.3

    2009

    57.4

    2008

    856.4

    2007

    1,146.5

    2006

    871.5

    Five-year average

    609.6

    80% of five-year average

    487.7

    Ladish’s 2010 Pre-Tax Income

    $
    41.5

    ATI’s five-year average Pre-Tax Income

    609.6

    6.8
    %

*          *          *

    ATI acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Ms. Pamela A. Long

Securities and Exchange Commission

March 2, 2011

Page 4

     Thank you for your consideration. If you require any additional information on these issues,
or if I can provide you with any other information that will facilitate your continued review of
the Form S-4, please contact me at 412-394-2836 at your earliest convenience.

    Sincerely,

ALLEGHENY TECHNOLOGIES INCORPORATED

    By:
    /s/ Jon D. Walton

    Jon D. Walton

    Executive Vice President, Human Resources,
Chief Legal and Compliance Officer
and Corporate Secretary

CORRESP
1
filename1.htm

corresp

February 22, 2011

Ms. Pamela A. Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

               Re:

    Allegheny Technologies Incorporated

Amendment No. 1 Registration Statement on Form S-4

Filed February 1, 2011

File No. 333-171426

Dear Ms. Long:

     We are providing this letter in response to the comments of the staff of the Securities and
Exchange Commission (the “Staff”) contained in your letter dated February 15, 2011 regarding
Amendment No. 1 to the Registration Statement on Form S-4 filed by Allegheny Technologies
Incorporated (“ATI”) on December 27, 2010 (File No. 333-171426) (the “Form S-4”). Set forth below
are the Staff’s comments and our responses. We also call to the Staff’s attention that ATI has
filed Amendment No. 2 to the Form S-4 on the date of this letter.

     Pursuant to Rule 418 of the Securities Act of 1933, as amended, the Company requests that,
upon completion of this review, the Staff return to us all supplemental materials provided in
connection with this review.

General

COMMENT NO. 1:

We note that you have not provided the acknowledgments requested in our previous comment letter
dated January 21, 2011. In this regard, please provide us with a written statement from the
company acknowledging that:

    •

    should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

Ms. Pamela A. Long

Securities and Exchange Commission

February 22, 2011

Page 2

    •

    the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

RESPONSE:

     We note that the Staff’s letter dated January 21, 2011 requested that the referenced
statements be provided “in the event [we] request acceleration of the effective date of the pending
registration statement.” We have not requested acceleration of the effective date of the Form S-4
and are not doing so now; however, we have provided the requested acknowledgements at the
conclusion of this letter in accordance with the Staff’s comment.

COMMENT NO. 2:

We note a number of blank spaces through the registration statement. Please include all omitted
information, other than dates and related information that are not yet determinable, as soon as
practicable. Please note that we may have additional comments upon review of this information.

RESPONSE:

     We have included in Amendment No. 2 to the Form S-4 all omitted information other than dates
and related information that are not yet determinable, such as (i) date, time and place of the
special meeting, (ii) the record date for the special meeting, (iii) the mailing date of the proxy
statement/prospectus, (iv) the last practicable date before the date of the proxy
statement/prospectus and (v) certain information to be provided as of the record date or the last
practicable date before the date of the proxy statement/prospectus.

COMMENT NO. 3:

We note your response to Comment 3 in our letter dated January 21, 2011, including your statement
that Ladish orally informed Baird of Ladish’s belief that the combined company could realize
approximately $30 million of incremental annual income by ATI supplying Ladish with material
volumes that Ladish currently purchases from ATI’s competitors. To the extent that such projection
was relied upon by Baird in preparing its analysis relating to its fairness opinion, please
disclose this projection in your filing.

Ms. Pamela A. Long

Securities and Exchange Commission

February 22, 2011

Page 3

RESPONSE:

We have revised our disclosure on page 47 of Amendment No. 2 to the
Form S-4 to disclose this projection.

Proxy Statement/Prospectus Cover Page/Letter to Shareholders

COMMENT NO. 4:

We note in response to comment 6 in our letter dated January 21, 2011, you have disclosed that
certain of Ladish’s directors and executive officers have interests in the merger that are
different from, or in addition to, their interests solely as shareholders of Ladish. Please revise
your disclosure to clarify not only that their interests are “different from, or in addition to,”
those of Ladish shareholders, but that certain Ladish directors and executive officers will
directly benefit from the merger.

RESPONSE:

     We have revised our disclosures in Amendment No. 2 to the Form S-4 on the proxy
statement/prospectus cover page, the letter to shareholders and on
pages iii, 3, 16, 37 and 51 to
clarify that certain directors and executive officers of Ladish Co., Inc. (“Ladish”) will directly
benefit from the merger.

Questions and Answers about the Special Meeting, page ii

COMMENT NO. 5:

We note that you have added disclosure on page ii. However, similar disclosure appears on page vi.
Please remove the duplicate disclosure.

RESPONSE:

     We
have removed the referenced disclosure on page ii of Amendment No. 2 to the Form S-4.

Summary, page 1

Material United States Federal Income Tax Consequences, page 2

COMMENT NO. 6:

We note your revised disclosure in response to comment 10 in our letter dated January 21, 2011.
However, we note that your disclosure “[a]ssum[es] that the mergers, together, qualify as a

Ms. Pamela A. Long

Securities and Exchange Commission

February 22, 2011

Page 4

“reorganization” within the meaning of Section 368(a) of the Code...” It is not appropriate to
assume any legal conclusion, such as that noted, that underlies the legal opinion. The tax
treatment in this case depends upon the legal conclusion of whether the merger qualifies as a
reorganization, and counsel must opine on this matter as part of its tax opinion. Please see our
related comment below.

RESPONSE:

     We have
revised our disclosure on page 70 of
Amendment No. 2 to the Form S-4 to remove the referenced
assumption.

Opinion of Ladish’s Financial Advisor, page 2

COMMENT NO. 7:

We note your response to comment 15 in our letter dated January 21, 2011. Please state clearly
that $4.6 million of Baird’s $4.9 million fee is contingent upon completion of the merger.

RESPONSE:

     We have revised our disclosure on page 2 of Amendment No. 2 to the Form S-4 to clarify that
$4.6 million of Baird’s $4.9 million fee is contingent upon completion of the merger.

Interest of Ladish’s Directors and Officers in the Merger, page 2

COMMENT NO. 8:

We note your revisions in response to comment 11 in our letter dated January 21, 2011. Please
further revise your disclosure to quantify, to the extent possible, the value of each of the listed
benefits that will be received by the directors and executive officers.

RESPONSE:

     We have revised our disclosure on page 3 of Amendment No. 2 to the Form S-4 to quantify, to
the extent possible, the value of each of the listed benefits that will be received by the
directors and executive officers of Ladish. We also have made conforming changes to the comparable
disclosure on page 52 of Amendment No. 2 to the Form S-4.

Retention Pool, page 3

COMMENT NO. 9:

We note your revised disclosure stating that each of the executive officers of Ladish and “certain
other Ladish employees” are eligible to receive payment from the retention pool. Please revise
your disclosure here and on page 47 to specify the “certain other Ladish employees.”

Ms. Pamela A. Long

Securities and Exchange Commission

February 22, 2011

Page 5

RESPONSE:

     We
have revised our disclosures on pages 4, 51 and 53 of Amendment No. 2 to the Form S-4 to
clarify that the non-executive officers of Ladish who are eligible to participate in the retention
pool consist of divisional management and other key management employees. Given that the overall
size of the retention pool is disclosed and that these persons are not directors or executive
officers of Ladish, we do not believe that the particular identities of these individuals are
material to Ladish shareholders in making their decision regarding the adoption of the merger
agreement.

The Merger, page 25

Background of the Merger, page 25

COMMENT NO. 10:

We note your revisions in response to comments 22 and 23 in our letter dated January 21, 2011.
However, your revised disclosure regarding the terms of the merger agreement merely lists those
terms that were discussed through the negotiations, but does not provide a detailed discussion of
the actual negotiations, including the parties present at the meetings, the material issues
discussed, and the positions taken by those involved in each meeting. For example, we note that
you have not added any disclosure regarding the details of the negotiations of the no-solicitation
provision agreed to by Ladish, the ability of Ladish to accept an unsolicited superior proposal,
the circumstances under which Ladish may terminate the merger agreement, and the obligations of
Ladish to pay a termination fee. In particular, we note that one of your directors dissented due
to the restrictions in the merger agreement regarding Ladish’s ability to negotiate an alternative
business combination transaction. Please revise your disclosure accordingly.

RESPONSE:

     We have revised our disclosures on pages 32-34 of Amendment No. 2 to the Form S-4 to provide
additional detail in accordance with the Staff’s comment.

COMMENT NO. 11:

We note your revisions in response to comment 28 in our letter dated January 21, 2011. Please
revise your disclosure to provide additional details regarding the significance of recent trends in
Ladish’s stock price, the potential synergies anticipated to result from the proposed merger, and
the potential pro forma impact of the merger on ATI’s earnings per share, including the impact of
the range of potential merger consideration on whether the transaction would be accretive or
dilutive to ATI’s pro forma earnings per share and over what time periods. In your revised
disclosure, please disclose what in particular was discussed regarding such topics, including

Ms. Pamela A. Long

Securities and Exchange Commission

February 22, 2011

Page 6

whether potential synergies, cost savings or the potential pro forma impact of the merger on ATI’s
earnings per share were quantified.

RESPONSE:

     We have revised our disclosures on page 28 of Amendment No. 2 to the Form S-4 to provide
additional detail in accordance with the Staff’s comment.

COMMENT NO. 12:

We note your revisions in response to comment 31 in our letter dated January 21, 2011. In
particular, we note your disclosure that in early September 2010, Mr. Vroman informed Mr. Hassey
that Ladish’s board intended to contact one or more potential bidders that had indicate an interest
in a strategic transaction with Ladish. Please disclose the number of other potential bidders that
had indicated such an interest, and why the Ladish board contacted a representative of Bidder X,
but did not contact any of the other potential bidders.

RESPONSE:

     We have revised our disclosure on page 30 of Amendment No. 2 to the Form S-4 to indicate that
no potential bidders other than ATI and Bidder X had made an offer, or provided a written
indication of interest in, Ladish.

COMMENT NO. 13:

Please revise your disclosure on page 29 to clarify why a merger with ATI was perceived to have a
“better strategic fit” and “greater opportunities for synergies” than a merger with Bidder X.

RESPONSE:

     We have revised our disclosure on page 31 of Amendment No. 2 to the Form S-4 to clarify why
Ladish perceived to have a better strategic fit and greater opportunities for synergies than a
merger with Bidder X.

Ladish’s Reasons for the Merge; Recommendation of the Ladish Board of Directors, page 32

COMMENT NO. 14:

We note your revisions in response to comment 40 in our letter dated January 21, 2011, including
Ladish’s long-term strategic plan was “subject to significant risks” and “did not support a
valuation of Ladish in excess of the merger consideration.” Please revise your disclosure to
provide sufficient detail regarding the long-term strategic plan so that investors can evaluate why
the plan supported the board’s recommendation for the merger.

Ms. Pamela A. Long

Securities and Exchange Commission

February 22, 2011

Page 7

RESPONSE:

     We have revised our disclosure on page 35 of Amendment No. 2 to the Form S-4 to provide
additional detail regarding Ladish’s long-term strategic plan.

COMMENT NO. 15:

We note your revisions in response to comment 38 in our letter dated January 21, 2011. In
particular, we note that John Splude dissented from the board’s determination that the proposed
merger agreement and transactions contemplated thereby were advisable, fair to and in the best
interests of Ladish partially because of the restrictions on Ladish’s ability to negotiate with a
third party in connection with a “takeover proposal.” Please clarify what you mean by “takeover
proposal.” If you are referring to the restrictions regarding Ladish’s ability to negotiate an
alternative transaction or accept a superior proposal, as you reference elsewhere in the
prospectus, please revise your disclosure to use consistent terminology.

RESPONSE:

     We have revised our disclosure on page 37 of Amendment No. 2 to the Form S-4 to use
terminology that is consistent with the terminology used on pages 3 and 15.

Opinion of Ladish’s Financial Advisor — Robert W. Baird & Co. Incorporated, page 34

COMMENT NO. 16:

We note your revisions in response to comment 43 in our letter dated January 21, 2011. Please
revise the first sentence of your first full paragraph on page 37 to state that it is Baird’s
belief that the opinion may not be relied upon, used for any other purpose or disclosed to any
other party without its prior written consent.

RESPONSE:

     We
have revised our disclosure on page 40 of Amendment No. 2 to the Form S-4 to state that it
is Baird’s belief that its opinion may not be relied upon, used for any other purpose or disclosed
to any other party without its prior written consent.

Valuation of Ladish, page 37

COMMENT NO. 17:

Please revise your disclosure to include a discussion of the valuation multiples as provided to the
Ladish board on page 8 of Baird’s November 16, 2010 presentation to the Board of Directors.

Ms. Pamela A. Long

Securities and Exchange Commission

February 22, 2011

Page 8

RESPONSE:

     We
have revised our disclosure on page 41 to include a discussion of the valuation
multiples as provided to the Ladish board of directors on page 8 of Baird’s November 16, 2010
presentation to the Board of Directors.

COMMENT NO. 18:

We note that in response to comment 48 in our letter dated January 21, 2011, you state that Baird
did not provide detail regarding unlevered free cash flow to Ladish’s board. However, we note your
disclosure that Baird performed its discounted cash flow analysis utilizing Ladish’s projected
unlevered free cash flows, and also note the discounted cash flow analysis that was provided to the
Ladish board on page 21 of the November 16, 2010 Presentation to the Board of Directors. In order
for shareholders to understand the current disclosure regarding the discounted cash flow analysis,
please disclose the projected unlevered free cash flows used in such analysis.

RESPONSE:

     We
have revised our disclosure on pages 44-45 of Amendment No. 2 to the Form S-4 to provide the
referenced projected unlevered free cash flows.

Valuation of ATI, page 41

COMMENT NO. 19:

We note your revisions in response to comments 46 and 49 in our letter d

February 15, 2011

Via U.S. Mail and Facsimile

Jon D. Walton Executive Vice President, Human Resources
Chief Legal and Compliance Offi cer and Corporate Secretary
Allegheny Technologies Incorporated 1000 Six PPG Place Pittsburgh, Pennsylvania 15222
Re: Allegheny Technologies Incorporated
Amendment No. 1 to Registrati on Statement on Form S-4
Filed February 1, 2011
  File No. 333-171426

Dear Mr. Walton:

We have reviewed your response letter da ted January 31, 2011 and the above-referenced
filing, and have the following comments.

General

1. We note that you have not provided the ac knowledgments requested in our previous
comment letter dated January 21, 2011. In this regard, please provide us with a written
statement from the company acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of th e disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

2. We note a number of blank spaces throughout th e registration statement.  Please include
all omitted information, other than dates a nd related information that are not yet
determinable, as soon as practicable.  Please note that we may have additional comments
upon review of this information.

Jon D. Walton Allegheny Technologies Incorporated February 15, 2011 Page 2

3. We note your response to comment 3 in our letter dated January 21, 2011, including your
statement that Ladish orally informed Baird of Ladish’s belief that the combined company could realize approximately $30 millio n of incremental annual income by ATI
supplying Ladish with material volumes that  Ladish currently purchases from ATI’s
competitors.  To the extent that such projection was relied upon by Baird in preparing its analysis relating to its fairne ss opinion, please disclose this  projection in your filing.
 Proxy Statement/Prospectus Cover Page/Letter to Shareholders

4. We note that in response to comment 6 in  our letter dated January 21, 2011, you have
disclosed that certain of Ladish’s director s and executive officers have interests in the
merger that are different from, or in addition to, their interests solely  as shareholders of
Ladish.  Please revise your disclosure to clar ify not only that their interests are “different
from, or in addition to,” those of Ladish sh areholders, but that cer tain Ladish directors
and executive officers will directly benefit from the merger.
 Questions and Answers about the Special Meeting, page ii

 Q:  When do the parties expect to complete the merger?, page ii

5. We note that you have added disclosure on page  ii.  However, similar disclosure appears
on page vi.  Please remove  the duplicate disclosure.
 Summary, page 1

Material United States Federal Income Tax Consequences, page 2
6. We note your revised disclosure in response to comment 10 in our letter dated January
21, 2011.  However, we note that your disclosure  “[a]ssum[es] that the mergers, together,
qualify as a “reorganization” with in the meaning of Section 368(a)  of the Code . . ..”  It is
not appropriate to assume any legal conclusion, such as that noted, that underlies the legal
opinion.  The tax treatment in this case depe nds upon the legal conc lusion of whether the
merger qualifies as a reorganization, and counsel  must opine on this ma tter as part of its
tax opinion.   Please see our related comment below.
 Opinion of Ladish’s Financial Advisor, page 2

7. We note your response to comment 15 in our letter dated January 21, 2011.  Please state
clearly that $4.6 million of Baird’s $4.9 milli on fee is contingent upon completion of the
merger.

Jon D. Walton Allegheny Technologies Incorporated February 15, 2011 Page 3

Interests of Ladish’s Directors a nd Officers in the Merger, page 2

8. We note your revisions in res ponse to comment 11 in our letter dated January 21, 2011.
Please further revise your disclosure to quantif y, to the extent possible, the value of each
of the listed benefits that will be receiv ed by the directors and executive officers.
 Retention Pool, page 3

9. We note your revised disclosure stating that each of the execu tive officers of Ladish and
“certain other Ladish employees” are eligible  to receive payments from the retention
pool.  Please revise your disclosure here a nd on page 47 to specify the “certain other
Ladish employees.”

The Merger, page 25
Background of the Merger, page 25
10. We note your revisions in re sponse to comments 22 and 23 in  our letter dated January 21,
2010.  However, your revised disclosure rega rding the terms of the merger agreement
merely lists those terms that were discu ssed throughout the negotiations, but does not
provide a detailed discussion of the actual negotiations, including th e parties present at
the meetings, the material issues discussed, and the positions taken by those involved in
each meeting.  For example, we note that you have not added any disclosure regarding
the details of the negotiations of the no-solicitation provision  agreed to by Ladish, the
ability of Ladish to accept  an unsolicited superior pr oposal, the circumstances under
which Ladish may terminate the merger agreem ent, and the obligation of Ladish to pay a
termination fee.  In particular, we note th at one of your directors dissented due to the
restrictions in the merger agreement regarding Ladish’s ability to ne gotiate an alternative
business combination transaction.  Pleas e revise your disclosure accordingly.
 11. We note your revisions in res ponse to comment 28 in our letter dated January 21, 2011.
Please revise your disclosure to provide a dditional details regard ing the significance of
recent trends in Ladish’s stock price, the poten tial synergies anticipated  to result from the
proposed merger, and the potential pro forma im pact of the merger on ATI’s earnings per
share, including the impact of  the range of potential merger  consideration on whether the
transaction would be ac cretive or dilutive to ATI’s pro forma earnings per share and over
what time periods.  In your revised disclosu re, please disclose what in particular was
discussed regarding such topi cs, including whether potential s ynergies, cost savings or
the potential pro forma impact of the merger on ATI’s earnings per sh are were quantified.

12. We note your revisions in res ponse to comment 31 in our letter dated January 21, 2011.
In particular, we note your disclosure that in early September 2010, Mr. Vroman
informed Mr. Hassey that Ladish’s board in tended to contact one or more potential
bidders that had indicated an interest in a strategic transaction with Ladish.  Please
disclose the number of other potential bidders that had indicated such an interest, and

Jon D. Walton Allegheny Technologies Incorporated February 15, 2011 Page 4

why the Ladish board contacted only a repres entative of Bidder X, but did not contact
any of the other potential bidders.
13. Please revise your disclosure on page 29 to cl arify why a merger with ATI was perceived
to have a “better strategic f it” and “greater opportunities fo r synergies” than a merger
with Bidder X.
 Ladish’s Reasons for the Merger; Recommendation of the Ladish Board of Directors, page 32

 14. We note your revisions in re sponse to comment 40 in our letter dated January 21, 2011,
including that Ladish’s long-te rm strategic plan was “subjec t to significant risks” and
“did not support a valuation of Ladish in excess of the merger consideration.”  Please
revise your disclosure to provide sufficient detail regard ing the long-term strategic plan
so that investors can evaluate why the pl an supported the board’s recommendation for the
merger.
15. We note your revisions in res ponse to comment 38 in our letter dated January 21, 2011.
In particular, we note that John Splude dissent ed from the board’s determination that the
proposed merger agreement and transactions cont emplated thereby were advisable, fair to
and in the best interests of Ladish partially because of the restrictions on Ladish’s ability
to negotiate with a third part y in connection with a “takeo ver proposal.”  Please clarify
what you mean by “takeover proposal.”  If you ar e referring to the restrictions regarding
Ladish’s ability to negotiate an alternative transaction or accept a superior proposal, as
you reference elsewhere in the prospectus, pleas e revise your disclosure  to use consistent
terminology.
 Opinion of Ladish’s Financial Advisor — R obert W. Baird & Co. Incorporated, page 34

16. We note your revisions in res ponse to comment 43 in our letter dated January 21, 2011.
Please revise the first sentence of your first fu ll paragraph on page 37 to state that it is
Baird’s belief  that the opinion may not be relied upon, used for any other purpose or
disclosed to any other party wit hout its prior written consent.
 Valuation of Ladish, page 37

17. Please revise your disclosure to include a discussion of the valuation multiples as
provided to the Ladish board on page 8 of Baird’s November 16, 2010 Presentation to the
Board of Directors.
18. We note that in response to comment 48 in  our letter dated January 21, 2011, you state
that Baird did not provide detail regarding unl evered free cash flow to Ladish’s board.
However, we note your disclosure  that Baird performed its di scounted cash flow analysis
utilizing Ladish’s projected unlevered free cas h flows, and also note the discounted cash
flow analysis that was provided to the La dish board on page 21 of the November 16,

Jon D. Walton Allegheny Technologies Incorporated February 15, 2011 Page 5

2010 Presentation to the Board of Directors.  In order for shareholde rs to understand the
current disclosure regarding the discounted  cash flow analysis, please disclose the
projected unlevered free cash fl ows used in such analysis.
 Valuation of ATI, page 41

19. We note your revisions in re sponse to comments 46 and 49 in  our letter dated January 21,
2011.  Please further revise your disclosure to include the fi nancial characteristics that
were used to select the companies used in the Selected Publicly Traded Company
Analysis (for both the valuation of Ladish and the valuation of AT I) and the acquisitions
used in the Selected Acquisiti on Analysis.  If there were co mpanies and/or acquisitions
that met the selection criteria that were excluded from the analysis, please identify them and explain why they were excluded.
 Pro Forma Merger Analysis, page 42

20. We note your response to comment 51 in our letter dated January 21, 2011, and that you
have not included disclosure of the analysis or results of the cert ain pro forma financial
impacts so as not to include potentially mi sleading information.  However, we note that
on page 35 of Baird’s November 16, 2010 Presen tation to the Board of Directors, Baird
presented both a Transaction EPS Impact and its analysis supporti ng its conclusion that
the proposed transaction would be dilutive to the combined company’s diluted EPS in
fiscal 2011.  Given that such an alysis was presented to the Ladish Board of Directors,
please include such analysis and the results of  your analysis in your disclosure, including
the assumptions you relied on in preparing the analysis.

Litigation Related to the Merger, page 51

21. Please revise your description of the litigat ion related to the me rger to include a
materially complete description of such li tigation.  In particular, please provide the
material details of the allegations of the co mpliant, including why the plaintiffs believe
that the consideration the Ladish shareholde rs will receive is inadequate and why the
Ladish directors breached their fiduciary du ties in negotiating and approving the merger
agreement.  Please also specify that the plai ntiff in the Wisconsin state court case also
alleges that the Form S-4 is materially deficien t, and clarify that the allegations relating to
Sections 14(a) and 20(a) of the Exchange Act brought by the plaintiff in the United States
District Court for the Eastern District of Wisconsin involve similar claims relating to a
materially deficient Form S-4.

Jon D. Walton Allegheny Technologies Incorporated February 15, 2011 Page 6

The Merger Agreement, page 52

22. We note your response to comment 60 in our le tter dated January 21, 2011 that there are
no separate standalone conditions  to completion of the merger.  In this case, please revise
your disclosure on page 55 stating that “the re are separate standalone conditions to
completion of the merger relating to the abse nce of any material adverse effect.”
 Material U.S. Federal Income Tax Consequences, page 65

23. As noted in comment 63 in our letter dated January 21, 2010, your disclosure must
clearly set forth counsels’ opinions regarding each material tax consequence being opined
upon.  In particular, we note that the entire  tax discussion is qualified by the assumption
that the merger qualifies as a “reorganizati on” within the meaning of Section 368(a) of
the Code.  As noted above, the tax trea tment of the merger depends upon the legal
conclusion of whether the merger qualifie s as a reorganization, and counsel must
therefore opine on this matter as  part of its tax opinion.  We  note your disclosure on page
2 that it is a condition to the obligations of the parties that each pa rty will receive an
opinion of counsel to the effect that the me rgers will qualify as a reorganization.  To the
extent that this condition may be waived, you must file an executed opinion of counsel
before effectiveness opining on the qualific ation of the merger as a reorganization.
However, if this condition is a non-waivable condition , you are permitted to file the tax
opinions as an exhibit in a post-effective amendment, provided that the prospectus
discusses the substance of the opinion that will be provide d at closing.  Please advise and
revise accordingly.
 Exhibit 99.2

24. We note that Baird continues to state that its consent applies only to the current proxy
statement included in the registration stat ement, and not to any amendments or
supplements thereto.  Please be advised that in order for you to become effective, Baird
will have to file an updated consent or rem ove such qualifying language from its opinion.

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copi es of the amendment to  expedite our review.
Please furnish a cover letter with  your amendment that keys your responses to our comments and
provides any requested information. Detailed cove r letters greatly facili tate our review. Please
understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.

Jon D. Walton Allegheny Technologies Incorporated February 15, 2011 Page 7

Please contact Erin Jaskot, Staff Attorne y, at 202-551-3442, or Craig Slivka, Special
Counsel, at 202-551-3729 with any questions.

Sincerely,

Pamela A. Long Assistant Director
   cc:   Ronald D. West, Esq. ( via facsimile at (412) 355-6501)
K&L Gates LLP  Mark T. Plichta, Esq. ( via facsimile at (414) 297-4900)
Foley & Lardner  Wayne E. Larsen ( via facsimile at (414) 747-2602)
Ladish Co., Inc.

CORRESP
1
filename1.htm

corresp

January 31, 2011

Ms. Pamela A. Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

          Re:

    Allegheny Technologies Incorporated

Registration Statement on Form S-4

Filed December 27, 2010

File No. 333-171426

Dear Ms. Long:

     We are providing this letter in response to the comments of the staff of the Securities and
Exchange Commission (the “Staff”) contained in your letter dated January 21, 2011 regarding the
Registration Statement on Form S-4 filed by Allegheny Technologies Incorporated (“ATI”) on December
27 2010 (File No. 333-171426) (the “Form S-4”). Set forth below are the Staff’s comments and our
responses. We also call to the Staff’s attention that ATI has filed Amendment No. 1 to the Form
S-4 on the date of this letter.

     Pursuant
to Rule 418 of the Securities Act of 1933, as amended, the Company
requests that, upon completion of this review, the Staff return to us all supplemental materials
provided in connection with this review.

Registration Statement on Form S-4

General

COMMENT NO. 1:

Please note that if you update your financial information, and as a result, significance test
thresholds are exceeded, you will need to provide pro forma financial statements and comparative
financial data tables.

RESPONSE:

     We acknowledge the Staff’s comment and will provide appropriate pro forma financial statements
and comparative financial data tables to the extent that we update financial information in the
Form S-4 and such update results in significance thresholds being exceeded.

Ms. Pamela A. Long

Securities and Exchange Commission

January 31, 2011

Page 2

COMMENT NO. 2:

Please provide us with copies of all materials prepared by Baird and shared with the Ladish board
of directors and their representatives. This includes copies of the board books and all
transcripts and video presentations.

RESPONSE:

     We supplementally are providing the Staff with copies of all materials prepared by Robert W.
Baird & Co. Incorporated (“Baird”) and shared with the board of directors of Ladish Co., Inc.
(“Ladish”) and its representatives. Baird has indicated that its May 4, 2010 presentation as a
preliminary presentation and is superseded by its November 16, 2010 presentation.

COMMENT NO. 3:

Please provide us with all financial projections and forecasts prepared by Ladish that were used by
Baird in preparing the analysis relating to its fairness opinion. As one example, we note the
disclosure in Baird’s fairness opinion that it reviewed “financial forecasts concerning the
business and operations of [Ladish] as prepared and furnished to [Baird] for purposes of [Baird’s]
analysis by [Ladish’s] management . . . as well as the contemplated synergies associated with the
Merger as prepared and furnished to [Baird] for purposes of [Baird’s] analysis by [Ladish’s]
management.” In addition, we note that Baird reviewed certain potential pro forma financial
effects of the merger that were prepared by Ladish and furnished to Baird. Please note that these
projections must also be disclosed in your filing.

RESPONSE:

     We also added disclosure of the financial projections that Ladish’s senior management prepared
and provided to Baird in connection with Baird’s preparation of its fairness opinion and related
financial analysis on pages 43-44 of Amendment No. 1 to the Form S-4. Further, we understand
that Ladish also orally informed Baird of Ladish’s belief that the combined company could realize
approximately $30 million of incremental annual income by ATI supplying Ladish with material
volumes that Ladish currently purchases from ATI’s competitors. We also understand that Ladish did
not estimate, or provide Baird with any estimate of, the amount of any other cost reductions,
vertical integration benefits or other synergies that the combined company might realize.

COMMENT NO. 4:

Please note that all exhibits and appendices are subject to our review. Accordingly, please file
or submit all of your exhibits with you next amendment or as soon as possible. Please note that we
may have comments on these exhibits once they are filed, as well as the related disclosure in the

Ms. Pamela A. Long

Securities and Exchange Commission

January 31, 2011

Page 3

filing. Please understand that we will need adequate time to review these materials before
accelerating effectiveness.

RESPONSE:

     We acknowledge the Staff’s comment and have filed all exhibits to the Form S-4.

Proxy Statement/Prospectus Cover Page/Letter to Shareholders

COMMENT NO. 5:

Please revise your description of the merger to describe the transaction in clear, plain English.
Please state simply that Allegheny will acquire you through a merger and you will cease to be a
public company.

RESPONSE:

     We have revised the description of the merger on the proxy statement/prospectus cover page to
simplify the description of the merger in accordance with the Staff’s comment.

COMMENT NO. 6:

Because this letter to shareholders also serves as soliciting material, strive for a balanced
presentation. Where you include the boards’ recommendation here and elsewhere, disclose with equal
prominence that board members will directly benefit from the merger.

RESPONSE:

     We have revised the disclosures on the proxy statement/prospectus cover page and Letter to
Shareholders and on page iii to indicate with equal prominence that Ladish directors will directly
benefit from the merger where we include the recommendation of Ladish’s board of directors.

COMMENT NO. 7:

Please disclose the total amount of securities being offered. See Item 501(b)(2) of
Regulation S-K.

RESPONSE:

     We have revised the disclosure on the proxy statement/prospectus cover page to include the
total amount of securities being offered.

Ms. Pamela A. Long

Securities and Exchange Commission

January 31, 2011

Page 4

COMMENT NO. 8:

In addition to specifying the date by which shareholders must request copies of documents
incorporated by reference into the proxy statement/prospectus, please disclose that to obtain
timely delivery of such information, shareholders must request the information no later than five
business days before the date they must make their investment decision. See Item 2 of Form
S-4.

RESPONSE:

     We have clarified the disclosure
 on the proxy statement/prospectus cover page and page 93
to specify that Ladish shareholders must request copies of documents incorporated by reference into
the proxy statement/prospectus no later than five business days before the date they must make
their investment decision in order to obtain timely delivery of such information.

Questions and Answers about the Special Meeting, page ii

COMMENT NO. 9:

You currently repeat information in your Q&A and Summary sections. For example, you have identical
disclosure regarding the United States federal income tax consequences and potential conflicts of
interests for persons involved in the merger. The Q&A should not repeat any information that
appears in the Summary, and the Summary should not repeat information in the Q&A. For purposes of
eliminating redundancies and grouping like information together, please view your Q&A and Summary
as one section. When revising these sections, please disclose procedural information about the
proposals in the Q&A (i.e., voting procedures and appraisal rights) and substantive information
about the terms of the merger, including taxation, in the Summary.

RESPONSE:

     We have revised the sections of Amendment No. 1 to the Form S-4 titled “Questions and Answers
About the Special Meeting” and “Summary” in accordance with the Staff’s comment.

Q: What are the United States federal income tax consequences of the merger?, page iii

COMMENT NO. 10:

Please delete the word “generally” from this disclosure and provide a firm conclusion regarding the
material federal tax consequences to investors. Please state that this is counsel’s opinion and
identify counsel. Please also comply with this comment on page 2 and see our related comment below
regarding your tax disclosure on page 61.

Ms. Pamela A. Long

Securities and Exchange Commission

January 31, 2011

Page 5

RESPONSE:

     We have removed the word
 “generally” from this disclosure on pages 2 and 66 of Amendment
No. 1 to the Form S-4. The disclosure previously on page iii has been removed in response to the
Staff’s Comment No. 9.

Q: Do persons involved in the merger have interests that may conflict with mine as a Ladish
shareholder?

COMMENT NO. 11:

Please add disclosure regarding the fact that Ladish’s executive officers will receive deferred
compensation upon consummation of the merger. Please also quantify, to the extent possible, the
interests that will be received by these individuals. Please also comply with this comment on
pages 2, 14 and 43.

RESPONSE:

     We have added disclosure regarding the fact that Ladish’s executive officers will receive
deferred compensation upon consummation of the merger on pages 3, 15 and 47. The disclosure
previously on page iv has been removed in response to the Staff’s Comment No. 9.

Q: How many votes are required for the approval of each item?, page vi

COMMENT NO. 12:

Please revise your disclosure to provide the percentage of outstanding shares entitled to vote that
are held by directors, executive officers and their affiliates and the number of votes required to
approve and adopt the merger agreement. Please also disclose the number of votes required to
approve and adopt the merger agreement on page 22 under “Stock Ownership and Voting by Ladish’s
Directors and Executive Officers.” See Item 3(h) of Form S-4.

RESPONSE:

     We have revised the disclosure on (i) pages v and 23 to provide the percentage of outstanding
shares of Ladish common stock that are held by Ladish’s directors and executive officers and their
respective affiliates and (ii) on pages (v) and 22 to disclose the number of votes required to
adopt the merger agreement.

Ms. Pamela A. Long

Securities and Exchange Commission

January 31, 2011

Page 6

Q: Can Ladish terminate the merger agreement in order to accept a superior proposal to acquire
Ladish?, page vii

COMMENT NO. 13:

Please revise your disclosure to specify (1) the circumstances under which Ladish may terminate the
merger agreement in order to accept a superior proposal, including that the “superior proposal”
must be unsolicited; and (2) the circumstances under which Ladish will be required to pay a $31
million termination fee in order to accept such superior proposal. Please also revise your
disclosure elsewhere throughout the prospectus, as appropriate, including on pages 3 and 13.

RESPONSE:

     The disclosure previously on page vii has been removed in response to the Staff’s Comment No.
9. We note to the Staff that the circumstances under which Ladish may terminate the merger
agreement in order to enter into a definitive agreement to effect a superior proposal, including
that the superior proposal must be unsolicited, are described on page 5. We have added similar
disclosure on pages 5-6 and 14 to describe the circumstances under which Ladish will be required to
pay the termination fee, including in order to enter into a definitive agreement to accept such a
superior proposal.

Q: Will the shareholder vote to approve the merger occur before regulatory approval of the
merger?, page vii

COMMENT NO. 14:

We note that on January 4, 2011, Ladish issued a press release stating that the review period
required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 had expired. Please update
your disclosure here, and elsewhere throughout the prospectus, as appropriate, including on pages
4, 13 and 45.

RESPONSE:

     We have revised the disclosure on pages vi,
4 and 50 to reflect that the review period
required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired and that the
required approvals have been obtained under other applicable antitrust laws. Given that no
additional regulator approvals are anticipated to be required in order to complete the merger, we
no longer view the referenced risk factor previously on page 13 as a material risk and have removed
the risk factor.

Ms. Pamela A. Long

Securities and Exchange Commission

January 31, 2011

Page 7

Summary, page 1

Opinion of Ladish’s Financial Advisor, page 2

COMMENT NO. 15:

Please disclose the amount to be paid to the financial advisor as well as the amount contingent
upon consummation of the proposed merger.

RESPONSE:

     We have revised the disclosure on pages 2 and 43 to state the amount to be paid to Baird,
as well as the amount that is contingent upon consummation of the merger.

Litigation Relating to the Merger, page 6

COMMENT NO. 16:

Please disclose, if true, that the termination fee would not have to be paid should the merger not
occur as a result of the litigation.

RESPONSE:

     We have revised the disclosures on pages 6 and 51 to indicate that the termination fee
would not be payable in the event that the merger would not occur as a result of the litigation
there discussed.

Litigation Relating to the Merger, page 6

COMMENT NO. 17:

Please supplementally provide us with copies of the complaints for the lawsuits brought by and on
behalf of Ladish shareholders in Wisconsin state court and in the United States District Court for
the Eastern District of Wisconsin and update this information accordingly.

RESPONSE:

     We supplementally are providing the Staff with copies of the complaints for the referenced
lawsuits, as they have been amended, and will update the information in the Form S-4 accordingly to
reflect any material developments in the referenced lawsuits.

Ms. Pamela A. Long

Securities and Exchange Commission

January 31, 2011

Page 8

The Rights of Ladish Shareholders Following the Merger Will Be Different, page 6

COMMENT NO. 18:

Concisely summarize the material differences between the rights of shareholders holding stock in a
Wisconsin corporation versus a Delaware corporation. Please also comply with this comment on page
16.

RESPONSE:

     We have revised the disclosures on pages 7 and 17 to reference the material areas of
difference between the rights of shareholders holding stock in a Wisconsin corporation versus the
rights of stockholders holding stock in a Delaware corporation.

Risk Factors, page 12

ATI will incur significant transaction and merger-related costs in connection with the merger . . ., page 15

COMMENT NO. 19:

Please revise to also discuss the costs that Ladish will incur, and please quantify the transaction
and merger-related costs for both ATI and Ladish, to the extent possible.

RESPONSE:

     We have revised the disclosure on page 16 to also discuss the costs that Ladish will incur and
to quantify the transaction and merger-related costs, to the extent possible, for both ATI and
Ladish.

Certain existing indebtedness of Ladish, if not refinanced, amended or repaid . . ., page
16

COMMENT NO. 20:

Please quantify the current existing indebtedness of Ladish, and discuss any plans to refinance,
amend or repay such indebtedness. Further, please discuss here, or elsewhere as appropriate, the
Senior Notes Offering conducted by ATI that priced on January 4, 2011 and that will be used by ATI
to fund the cash portion of the merger consideration.

RESPONSE:

     We have revised the disclosure on page 17 to include a quantification of the current existing
indebtedness of Ladish and to indicate that we do not have any current plans to

Ms. Pamela A. Long

Securities and Exchange Commission

January 31, 2011

Page 9

refinance, amend or repay in full such indebtedness. We also have
included disclosure on page 50 to discuss our public offering of senior notes in January 2011, a portion of the proceeds of
which are expected to be used to fund t

January 21, 2011

Via U.S. Mail and Facsimile

James D. Walton Executive Vice President, Human Resources
Chief Legal and Compliance Offi cer and Corporate Secretary
Allegheny Technologies Incorporated 1000 Six PPG Place Pittsburgh, Pennsylvania 15222
Re: Allegheny Technologies Incorporated
Registration Statement on Form S-4 Filed December 27, 2010
  File No. 333-171426

Dear Mr. Walton:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Registration Statement on Form S-4

General

1. Please note that if you update your financial in formation, and as a result, significance test
thresholds are exceeded, you will need to pr ovide pro forma financial statements and
comparative financial data tables.
2. Please provide us with copies  of all materials prepared by Baird and shared with the
Ladish board of directors and their representa tives.  This includes copies of the board
books and all transcripts and video presentations.

James D. Walton Allegheny Technologies Incorporated January 21, 2011 Page 2

3. Please provide us with all financial projecti ons and forecasts prepared by Ladish that
were used by Baird in preparing the analys is relating to its fairness opinion.  As one
example, we note the disclosure in Baird’s fairness opinion that it reviewed “financial
forecasts concerning the business and operations of [Ladish] as prepared and furnished to
[Baird] for purposes of [Baird’s] analysis by [Ladish’s] management . . . as well as the
contemplated synergies associated with the Me rger as prepared and furnished to [Baird]
for purposes of [Baird’s] analysis by [Ladish’ s] management.”  In addition, we note that
Baird reviewed certain potential pro forma fi nancial effects of the merger that were
prepared by Ladish and furnished to Baird.  Pl ease note that these projections must also
be disclosed in your filing.

4. Please note that all exhibits  and appendices are subject to  our review.  Accordingly,
please file or submit all of your exhibits with you next amendment or as soon as possible.
Please note that we may have comments on th ese exhibits once they are filed, as well as
the related disclosure in the filing.  Please understand that we will need adequate time to
review these materials before  accelerating effectiveness.
 Proxy Statement/Prospectus Cover Page/Letter to Shareholders

5. Please revise your descriptions of the merger to describe the transaction in clear, plain
English. Please state simply that Alleghe ny will acquire you through a merger and you
will cease to be a public company.

6. Because this letter to shareholders also serves as soliciting material, strive for a balanced
presentation.  Where you include the board s’ recommendation here and elsewhere,
disclose with equal prominence that board member s will directly benefit from the merger.
Added

7. Please disclose the total amount of  securities being offered.  See  Item 501(b)(2) of
Regulation S-K.
8. In addition to specifying the date by whic h shareholders must request copies of
documents incorporated by reference into the proxy statement/prospectus, please disclose
that to obtain timely delivery of such in formation, shareholders must request the
information no later than five business days  before the date they must make their
investment decision.  See
 Item 2 of Form S-4.
 Questions and Answers about the Special Meeting, page ii

9. You currently repeat information in your Q&A and Summary secti ons. For example, you
have identical disclosure re garding the United States federal income tax consequences
and potential conflicts of interests for pers ons involved in the merger.  The Q&A should
not repeat any information that appears in the Summary, and the Summary should not
repeat information in the Q&A.  For pur poses of eliminating redundancies and grouping

James D. Walton Allegheny Technologies Incorporated January 21, 2011 Page 3

like information together, please view your  Q&A and Summary as one section. When
revising these sections, please disclose proced ural information about the proposals in the
Q&A (i.e., voting procedures and appraisal ri ghts) and substantive information about the
terms of the merger, includi ng taxation, in the Summary.

Q:  What are the United States federal inco me tax consequences of  the merger?, page iii

10. Please delete the word “generally” from this  disclosure and provide a firm conclusion
regarding the material federal tax consequences to investors.  Please state that this is
counsel’s opinion and identify c ounsel.  Please also comply with this comment on page 2
and see our related comment below rega rding your tax disclosure on page 61.

Q:  Do persons involved in the merger have inte rests that may conflict with mine as a Ladish
shareholder?

11. Please add disclosure regarding the fact that Ladish’s executive officers will receive
deferred compensation upon consummation of th e merger.  Please also quantify, to the
extent possible, the interests that will be  received by these individuals. Please also
comply with this comment on pages 2, 14 and 43.
Q:  How many votes are required for the approval of each item?, page vi

12. Please revise your disclosure to provide the pe rcentage of outstandi ng shares entitled to
vote that are held by directors, executive o fficers and their affiliat es and the number of
votes required to approve and adopt the merg er agreement.  Please also disclose the
number of votes required to approve and adopt the merger agreement on page 22 under
“Stock Ownership and Voting by Ladish’s Directors and Executive Officers.”  See  Item
3(h) of Form S-4.
Q: Can Ladish terminate the merger agreement in  order to accept a superior proposal to acquire
Ladish?, page vii

13. Please revise your disclosure to specify (1 ) the circumstances under which Ladish may
terminate the merger agreement in order to accept a superior proposal, including that the
“superior proposal” must be unsolicited; a nd (2) the circumstances under which Ladish
will be required to pay a $31 million termina tion fee in order to accept such superior
proposal.  Please also revise your disclosure  elsewhere throughout the prospectus, as
appropriate, including on pages 3 and 13.
Q:  Will the shareholder vote to approve the merger occur before regulatory approval of the
merger?, page vii

14. We note that on January 4, 2011, Ladish issued a press release stati ng that the review
period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 had

James D. Walton Allegheny Technologies Incorporated January 21, 2011 Page 4

expired.  Please update your disclosure here , and elsewhere throughout  the prospectus, as
appropriate, including on pages 4, 13 and 45.

Summary, page 1

Opinion of Ladish’s Financial Advisor, page 2
15. Please disclose the amount to be paid to the financial advisor as well as the amount
contingent upon consummation of the proposed merger.
 Litigation Relating to the Merger, page 6

16. Please disclose, if true, that the terminati on fee would not have to be paid should the
merger not occur as a re sult of this litigation.

Litigation Relating to the Merger, page 6
17. Please supplementally provide us with copies of the complaints for the lawsuits brought
by and on behalf of Ladish shareholders in Wi sconsin state court and in the United States
District Court for the Easter District of Wisconsin and update this information
accordingly.
The Rights of Ladish Shareholders Followi ng the Merger Will Be Different, page 6

18. Concisely summarize the material differences between the rights of shareholders holding
stock in a Wisconsin corporat ion versus a Delaware corporation.  Please also comply
with this comment on page 16.
Risk Factors, page 12

 ATI will incur significant transaction and merger-rela ted costs in connection with the merger . . .,
page 15

19. Please revise to also discuss the costs that Ladish will incur, and please quantify the
transaction and merger-related costs for both ATI and Ladish, to the extent possible.

Certain existing indebtedness of Ladish, if not refinanced, amended or repaid . . ., page 16

20. Please quantify the current existing indebtedne ss of Ladish, and discuss any plans to
refinance, amend or repay such indebtedness.   Further, please discuss here, or elsewhere
as appropriate, the Senior Notes Offering conducted by ATI that priced on January 4,
2011 and that will be used by ATI to fund th e cash portion of the merger consideration.

James D. Walton Allegheny Technologies Incorporated January 21, 2011 Page 5

Ladish shareholders will have a significantly reduced ownership a nd voting interest . . ., page 16

21. Please provide a comparison of the percentage ownership that each Ladish shareholder
currently has in Ladish with the percentage ownership they will have in ATI immediately
following the merger.
The Merger, page 24
22. Please revise your disclosure to provide a de tailed discussion of the negotiation of the
material terms of the merger agreement in cluding the structure of  the transaction, the
determination of the exchange ratio (including the decision to use a fixed exchange ratio),
the termination fee, and all other material terms.

Background of the Merger, page 24

23. The discussion in this section should describe in sufficient detail who initiated contact
among the parties, identify all parties present at the meetings, explain the material issues
discussed, and the positions taken by thos e involved in each meeting.  The following
comments provide some examples of where we believe you can enhance your disclosure
in this regard.  Please be advised that these comment ar e not exhaustive and that you
should reconsider the backgr ound section in its entirety wh en determining where to
augment your disclosure.  We may have additional comments.

24. We note your disclosure that ATI and Ladish  have had a long-standing customer/supplier
relationship.  Please revise your disclosu re to further describe the pre-existing
relationship between ATI and Ladish, incl uding quantifying both the length of the
relationship and significance of the purchases  that Ladish has made from ATI, as
discussed on page 24. Please also describe wh at aspects of your hi storical performance
and future prospects led Ladish to consid er entering into strategic alternatives.

25. We note that in May 2009, L. Patrick Hassey contacted Kerry L. Woody to suggest that
ATI and Ladish consider a poten tial strategic combin ation.  Please discuss in more detail
why contact was initiated at that time, in cluding why ATI decide d to pursue a business
transaction at that point in time.
26. Please revise your disclosure to discuss th e details of the August 30, 2009 conversation
between Mr. Hassey and Mr. Woody, includi ng the strategic reasons and potential
benefits of combining the companies.

27. We note your disclosure on page 25 that fo llowing the retirement of Mr. Woody, the
Ladish board concluded that, due to mana gement changes and the current economic
climate, it was not an appropriate time to explore a strategic combination with ATI.
Please expand your disclosure to discuss why the Ladish board came to this conclusion,
including why the management changes and current economic climate would make such a business combination unfavorable.

James D. Walton Allegheny Technologies Incorporated January 21, 2011 Page 6

28. Please expand your disclosure regarding the Oc tober 6, 2009 meeting of  ATI’s board.  In
particular, please provide the details relating to the following discus sions that took place
at the meeting:

• The significance of recent tre nds in Ladish’s stock price;

• The strategic rationale for the merger;

• The potential synergies anticipated to  result from the proposed merger;

• The potential pro forma impact of the merger on ATI’s earnings per share; and

• The relative contributions of ATI and Ladi sh to various financial metrics of the
combined company, including whether the bo ard reviewed any financial analysis
or projections that were pr epared by management, a financial advisor, or another
third party.

29. We note your disclosure that on October 13, 2009, ATI proposed that the form of
consideration for the proposed merger would be ATI stock. Please disclose the reasons
why an all-stock merger was originally proposed.
30. Please revise your disclosure regarding the November 6, 2009 contact between Mr.
Vroman and Mr. Hassey to disclose why Ladish ’s long-term strategic plan for growth and
expansion caused the Ladish board to conclude  that it was not an appropriate time to
pursue a business combination.

31. Please disclose whether the interest e xpressed by Bidder X on March 25, 2010 in a
business combination with Ladish was unsol icited.  In addition, we note that during
meetings of the Ladish board in August 2010, the board discussed othe r potential partners
for a business combination.  Please revise your  disclosure to discuss whether any other
potential partners were contacted, and the re asons for not pursuing those other potential
partners.

32. We note your disclosure that in April 2010, ATI retained Cred it Suisse Securities (USA)
LLC as its financial advisor.  However, there is no other disclosure about the role played
by Credit Suisse.  Please advise us  as to Credit Suisse’s role as financial advisor for ATI.
We may have additional comments based on your response.
33. We note that at the May 4, 2010 meeting of th e Ladish board, representatives of Baird
discussed with the Ladish board Baird’s pre liminary valuation analyses.  Please ensure
that your disclosure provides a materially complete summary of the materials that were provided to the Ladish board, including all of the information required by Item 1015(b)
of Regulation M-A.  Please also provide us with a supplemental copy of such materials as
requested in our comment above.

James D. Walton Allegheny Technologies Incorporated January 21, 2011 Page 7

34. With respect to your disclosure at the bottom of  page 26, please revise your disclosure to
identify the alternative structures and forms of consideration that were discussed in the
conversations between ATI and Ladish, incl uding the reasons fo r not pursuing such
alternatives.  Please also clar ify the role of the financia l advisors during this time.

35. We note that, as disclosed on page 27, the offers made by both Bidder X and ATI were
“essentially equal.”  Please disclose why Ladish decided to try to convince ATI, as
opposed to Bidder X, to mate rially increase its offer.

36. We note your disclosure in the last paragr aph on page 27 that Mr . Hassey proposed that
Mr. Vroman ask the Ladish boa rd of directors whether it w ould view favorably an offer
of $48.00 per share of Ladish common stock, paid  one half in shares of ATI and one half
in cash.  Please disclose how Mr. Hassey determined that this proposed offer was
appropriate, and how the Ladish board of dir ectors determined that such an offer was
favorable.

37. Please revise your disclosure regarding th e November 4, 2010 meeting of the Ladish
board to describe the presentation made by re presentatives of ATI regarding ATI’s plans
for the combined company.

38. Please disclose the name of the director th at dissented from the board’s determination
that the proposed merger agreement and transactions contemplated thereby were
advisable, fair to and in the best interests of

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

June 14, 2010

via U.S. mail and facsimile

Patrick Hassey, Chief Executive Officer   Allegheny Technologies, Inc. 1000 Six PPG Place Pittsburgh, Pennsylvania 15222-5479
 RE: Allegheny Technologies, Inc.
  Form 10-K for the Fiscal Ye ar Ended December 31, 2009
  Filed February 25, 2010
  File No. 1-12001

Dear Mr. Hassey:
 We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,
           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
May 25, 2010

via U.S. mail and facsimile

Patrick Hassey, Chief Executive Officer   Allegheny Technologies, Inc. 1000 Six PPG Place Pittsburgh, Pennsylvania 15222-5479
 RE: Allegheny Technologies, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2009
  Filed February 25, 2010   File No. 1-12001
Dear Mr. Hassey:

We have reviewed your response letter dated April 13, 2010 and have the
following additional comment. If you disagree, we will consider your explanation as to
why our comment is inapplicable.
Definitive Proxy Statement on Schedule 14A

General
1. We note that you do not have any disclosu re indicating that your compensation
policies and practices for its employees are reasonably likely to have a material
adverse effect on you. Please advise us of the basis for your conclusion under
Item 402(s) of Regulation S-K that disclosu re is not necessary and describe for us
the process you undertook to  reach that conclusion.

*    *    *    *

As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please file your response letter on EDGAR.
Please understand that we may have additional comments after review ing response to our
comment.   You may contact Tracey McKoy, Staff A ccountant, at (202) 551-3772 or, in her
absence Al Pavot at (202) 551-3738, or th e undersigned Accounting Branch Chief at
(202) 551-3355 if you have questions regard ing comments on the financial statements

Mr. Hassey
Allegheny Technologies, Inc. May 25, 2010 Page 2  and related matters. Please contact Chambr e Malone, Staff Attorn ey, at (202) 551-3262
with any legal related questions.
Sincerely,
           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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1000 Six PPG Place

Pittsburgh, PA 15222-5479

June 8, 2010

Via EDGAR and Facsimile

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549-7010

Attn: Ms. Tracey McKoy

    RE:

    Allegheny Technologies Incorporated

    Form 10-K for the fiscal year ended December 31, 2009

               Filed February 25, 2010

    File No. 1-12001

Dear Ms. McKoy:

          This letter sets forth our response to the letter dated May 25, 2010 from the Staff of the
Securities and Exchange Commission with respect to the Form 10-K for the year ended December 31,
2009 (the “Comment Letter”) of Allegheny Technologies Incorporated (the “Company”).

          Set forth below is the Company’s response to the comment set forth in the Comment Letter. For
your convenience, the comment is reproduced in bold text below and is followed by the Company’s
response.

Definitive Proxy Statement on Schedule 14A

General

1. We note that you do not have any disclosure indicating that your compensation policies and
practices for its employees are reasonably likely to have a material adverse effect on you. Please
advise us of the basis for your conclusion under Item 402(s) of Regulation S-K that disclosure is
not necessary and describe for us the process you undertook to reach that conclusion.

          In connection with the preparation of the Proxy Statement, the Company determined that the
risks arising from our compensation policies and practices are not reasonably likely to have a
material adverse effect on us. Item 402(s) of Regulation S-K calls for disclosure “[t]o the extent

Ms. Tracey McKoy

U.S. Securities and Exchange Commission

June 8, 2010

Page 2 of 4

that risk arising from the registrant’s compensation policies and practices for its employees are
reasonably likely to have a material adverse effect on the registrant . . . .” The Staff noted in
Release No. 33-9089, which adopted Item 402(s), that “a company may under appropriate circumstances
conclude that its compensation policies and practices are not reasonably likely to have a material
adverse effect on the company.” The Staff also stated in Release No. 33-9089, “We believe an
approach consistent with our prior practice is appropriate and the final rule does not require a
company to make an affirmative statement that it has determined that the risks arising from its
compensation policies and practices are not reasonably likely to have a material adverse effect on
the company.”

          In determining that the risks arising from our compensation policies and practices are not
reasonably likely to have a material adverse effect on us, our Personnel and Compensation Committee
of the Board of Directors (the “Committee”) reviewed the fundamental objectives of our compensation
policies and practices to determine whether any of the elements of our compensation programs
encourage excessive or inappropriate risk-taking. The Committee’s review considered not only the
compensation practices and levels with respect to named executive officers but also a review of the
compensation structure and variable compensation levels and performance criteria for salaried
employees generally as illustrated by the pyramid graphic in our Proxy Statement. No salaried
employee is given incentives to take risks that are reasonably likely to have a material adverse
effect on the Company or its business because variable compensation is not only capped but is based
on a number of performance criteria. In connection with its review, the Committee considered the
following factors, among others, related to the Company’s compensation policies and practices that
are intended to mitigate risk:

          •   The Committee has retained a compensation consultant to assist in the analysis of
certain comparative market data of a selected peer group of companies and a wider group of
industrial companies. With primary reliance on the peer group, and using information about the
wider group of companies as a check against the peer group information, this “benchmarking” process
assists the Committee with assessing the competitiveness of the Company’s programs and earnings
opportunities relative to, as well as determining the approaches to compensation used by, the peer
companies and other industrial enterprises. The Committee has concluded that our compensation
programs and levels are generally competitive with those offered by companies within our peer group
and other industrial companies.

          •   The Company offers our named executive officers a balanced and diverse mix of
cash, equity and longer-term incentive compensation.

          •   The overall compensation of our named executive officers is not overly-weighted
towards the achievement of performance criteria in a particular fiscal year and an appropriate
portion of compensation is linked to our long-term performance, over a three- or possibly five-year
period.

Ms. Tracey McKoy

U.S. Securities and Exchange Commission

June 8, 2010

Page 3 of 4

          •  Our annual cash incentive program, which is our Annual Incentive Plan (“AIP”), has
payouts at multiple levels of performance rather than an “all-or-nothing” approach. The target
opportunities available to our named executive officers as a percentage of their base salaries are
capped to protect against disproportionately large shorter-term incentives.

          •  Payouts under our AIP are based on achievement of a diverse mix of performance
measures such as operating earnings, operating cash flow, manufacturing improvements, employee
safety, environmental compliance and responsiveness to customers. The Committee believes this
broad spectrum of performance measures coupled with relative weighting precludes excessive risk
taking in the AIP.

          •  Payouts under our long-term incentive programs, our Performance/Restricted Stock
Program (“PRSP”) and our Key Executive Performance Plan, are based on performance criteria that the
Committee believes to be challenging yet reasonable and attainable without excessive risk-taking.
The opportunities available to our named executive officers under these programs, as well as under
our Total Shareholder Return Incentive Compensation Program (“TSRP”), are also capped.
Furthermore, the TSRP measures returns to our shareholders relative to the shareholder returns of
an identified peer group, which essentially rewards building shareholder value. The payouts for
the PRSP and TSRP are made in stock, further aligning the interests of the named executive officers
with building long-term shareholder value. These long-term programs promote the alignment of the
interests of our named executive officers with those of our shareholders using a variety of
measurements to determine the level of achievement of that goal.

          •  The Committee periodically reviews interim performance data against program
performance goals as well as the Company’s business plan with a view towards identifying progress
toward achieving Company goals.

          •  We have established internal controls and standards of ethics and business conduct,
all of which variously help support our compensation goals and mitigate compensation risk.

          •  The payment of awards under our AIP is conditioned on adherence to the Company’s
Corporate Guidelines for Business Conduct and Ethics, which addresses various legal and ethical
issues and helps discourage imprudent risk-taking.

          •  The Committee generally has discretion to adjust annual incentive compensation awards
under our AIP downward based on performance.

          •  The Committee has included clawback provisions in each of our compensation programs
that require participants in plans to return compensation to the extent that earnings or other
performance measures are improperly reported.

Ms. Tracey McKoy

U.S. Securities and Exchange Commission

June 8, 2010

Page 4 of 4

          Based on these and other factors, the Committee concluded, and continues to believe, that our
compensation policies and practices encourage behaviors that are aligned with our long-term
interests. The Committee also concluded that our compensation policies and practices that involve
short-term incentives do not comprise a disproportionate portion of the compensation of our named
executive officers or other employees and do not encourage our employees to take undue risks for
short-term gain. As a result, the Committee determined that any risks arising from our
compensation policies and practices are not reasonably likely to have a material adverse effect on
the Company. In the future, if the Committee determines that any risks arising from our
compensation policies and practices for our employees are reasonably likely to have a material
adverse effect on us, we will include an appropriate disclosure in applicable future filings.

Please contact the undersigned at (412) 394-2836 with any questions or comments.

Very truly yours,

/s/ Jon D. Walton

Jon D. Walton

Executive Vice President, Human

Resources, Chief Legal and

Compliance Officer, General

Counsel and Corporate Secretary

cc: L. Patrick Hassey

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1000 Six PPG Place

Pittsburgh, PA 15222-5479

April 13, 2010

Via EDGAR and Facsimile

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549-7010

Attn: Ms. Tracey McKoy

RE:   Allegheny Technologies Incorporated

          Form 10-K for the fiscal year ended December 31, 2009

                     Filed February 25, 2010

          File No. 1-12001

Dear Ms. McKoy:

     This letter sets forth our response to the letter dated April 1, 2010 of the Staff of the U.S.
Securities and Exchange Commission with respect to the Form 10-K for the year ended December 31,
2009 for Allegheny Technologies Incorporated (the “Company”).

     Set forth below is the Company’s response to the comment in your letter. For your convenience,
your comment is reproduced in bold text below and is followed by the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2009

Exhibit 10.10 and Exhibit 10.18

1. We note your response to comment five in our letter dated March 12, 2010. As previously
requested, please file complete versions of the agreements, including all of their schedules and
exhibits, with your next periodic report or with a current report on Form 8-K. Please note that
Item 601(b)(10) of Regulation S-K does not provide a basis for omitting schedules or exhibits to a
material agreement.

The Company acknowledges the comment and will file a complete version of the Credit
Agreement and the First Amendment to Credit Agreement, including all schedules and exhibits, with
its next periodic report.

Ms. Tracey McKoy

U.S. Securities and Exchange Commission

April 13, 2010

Page 2 of 2

Please contact the undersigned, Richard J. Harshman at (412) 394-2861 with any questions or
comments.

Very truly yours,

/s/ Richard J. Harshman

Richard J. Harshman

Executive Vice President, Finance

and Chief Financial Officer

cc: L. Patrick Hassey

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
April 1, 2010

via U.S. mail and facsimile

Patrick Hassey, Chief Executive Officer   Allegheny Technologies, Inc. 1000 Six PPG Place Pittsburgh, Pennsylvania 15222-5479
 RE: Allegheny Technologies, Inc.
  Form 10-K for the Fiscal Ye ar Ended December 31, 2009
  Filed February 25, 2010   File No. 1-12001
Dear Mr. Hassey:

We have reviewed your response lett er dated March 19, 2010 and have the
following additional comment. If you disagree, we will consider your explanation as to
why our comment is inapplicable.   Form 10-K for the Fiscal Year Ended December 31, 2009

 Exhibit 10.10 and Exhibit 10.18

1. We note your response to comment five in our letter dated March 12, 2010.  As
previously requested, please file complete  versions of the agreements, including
all of their schedules and e xhibits, with your next periodi c report or with a current
report on Form 8-K.  Please note that It em 601(b)(10) of Regulation S-K does not
provide a basis for omitting schedules or exhibits to a material agreement.

*    *    *    *

As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please file your response letter on EDGAR.
Please understand that we may have additional comments after review ing response to our
comment.   You may contact Tracey McKoy, Staff A ccountant, at (202) 551-3772 or, in her
absence Al Pavot at (202) 551-3738, or th e undersigned Accounting Branch Chief at
(202) 551-3355 if you have questions regard ing comments on the financial statements

Mr. Hassey
Allegheny Technologies, Inc. April 1, 2010 Page 2  and related matters. Please contact Chambr e Malone, Staff Attorn ey, at (202) 551-3262
with any legal related questions.
Sincerely,
           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

corresp

1000 Six PPG Place

Pittsburgh, PA 15222-5479

March 19, 2010

Via EDGAR and Facsimile

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549-7010

Attn: Ms. Tracey McKoy

    RE:

    Allegheny Technologies Incorporated

    Form 10-K for the fiscal year ended December 31, 2009

          Filed February 25, 2010

    File No. 1-12001

Dear Ms. McKoy:

     This letter sets forth our response to the letter dated March 12, 2010 of the Staff of the
U.S. Securities and Exchange Commission with respect to the Form 10-K for the year ended December
31, 2009 (the “Comment Letter”) for Allegheny Technologies Incorporated (the “Company”).

     Set forth below is the Company’s response to each of the comments in the Comment Letter. For
your convenience, the comments are reproduced in bold text below and are numbered to correspond to
the comments in the Comment Letter, and are followed by the Company’s responses.

Form 10-K for the Fiscal Year Ended December 31, 2009

Management’s Discussion and Analysis of Financial Condition ... , page 17

High Performance Metals, page 21 and Flat-Rolled Products, page 25

1. We note your disclosure that you have entered into long-term agreements with Rolls-Royce
plc, GE Aviation and The Boeing Company as well as long-term supply agreements with certain
customers. These agreements appear to be material to your business but do not appear to have
been publicly filed with your reports. Please tell us why you believe you are not required to
file these agreements. Please refer to Item 601(b)(10) of Regulation S-K generally and Item 601(b)(10)(ii)(B) specifically.

Ms. Tracey McKoy

United States Securities and Exchange Commission

March 19, 2010

Page 2 of 5

The long-term agreements with the three parties mentioned in the High Performance Metals segment,
and similar agreements that are discussed in the Flat-Rolled Products business segment concerning
grain-oriented electrical steel, were all entered into in the ordinary course of business. We and
our customers use long-term agreements to provide a stable framework for pricing and quantity
planning, to ensure a mutually beneficial commercial relationship. For example, in each of the
cases where we entered in a new long-term agreement with The Boeing Company (2006), GE Aviation
(2007) and Rolls-Royce plc (2009), we already had an established business relationship with each
company as a customer. Similarly, the long-term agreements for grain-oriented electrical steel in
the Flat-Rolled Products segment represent the continuation of established commercial
relationships.

Each of these long-term agreements represents less than 10% of the Company’s annual revenues, and
ATI is not substantially dependent on any one customer. For example, in 2009, the most significant
customer to the Company comprised less than 6.5% of revenues, and no customer, including any
customer with which we have a long-term agreement, has exceeded 10% of revenues for any of at least
the last ten years.

Accordingly, we believe that these individual agreements entered into in the ordinary course of
business are not required to be filed as exhibits under Regulation S-K Item 601(b)(10)(ii)(B).

2008 Compared to 2007, page 25

2. Please fully explain to us how the significant 2008 4th quarter decline in raw materials
prices (pp. 29-30) impacted your December 31, 2008 lower of cost or market analysis. Please
also demonstrate to us how your reserve accounting is consistent with SAB 5:BB.

The 2008 fourth quarter declines in raw material prices were largely offset by reductions to the
LIFO reserve, which resulted from these same reductions in costs. While profit margins on High
Performance Metals segment products were lower than the prior year, we did not experience negative
profit margins or similar indicators that the utility of the goods produced were below our costs.

SAB 5:BB indicates the following:

     “ARB 43, Chapter 4, Statement 5, specifies that: “[a] departure from the cost basis of
pricing the inventory is required when the utility of the goods is no longer as great as its cost.
Where there is evidence that the utility of goods, in their disposal in the ordinary course of
business, will be less than cost, whether due to physical obsolescence, changes in price levels, or
other causes, the difference should be recognized as a loss of the current period.”

We evaluated the carrying value (the utility of the inventory) at December 31, 2008 based upon
current and estimated future selling prices and the estimated costs to complete (estimated net
realizable value). The Company’s products are primarily made to order with the majority of the

Ms. Tracey McKoy

United States Securities and Exchange Commission

March 19, 2010

Page 3 of 5

inventory on hand representing work-in-process. Inventory produced by our High Performance Metals
business segment is manufactured to customer chemical composition, dimensions and metallurgical
specifications. These specialty metals products are not of a commodity nature. As a result, current
selling prices were considered to be an appropriate basis for evaluating whether a lower of cost or
market situation existed. The estimated completion costs were based upon current actual labor and
overhead rates that we were experiencing during the fourth quarter of 2008.

The estimated selling prices reduced by the cost of completion were in excess of the inventory
carrying value; therefore a lower of cost or market reserve was not required.

Controls and Procedures, page 80

Disclosure Controls and Procedures, page 80

3. In future filings, please include a reference to the rule that defines the term “disclosure
controls and procedures” (i.e., Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act
of 1934, as amended). Please refer to Item 307 of Regulation S-K.

The Company acknowledges the comment and will, in future filings, include a reference to Rule
13a-15(e) that defines “disclosure controls and procedures.”

Exhibits, Financial Statements and Financial Statement Schedules, page 83

4. We note your use of the following disclaimer with respect to the certifications required by
Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act (i.e., Exhibits 31.1 and
31.2):

“The Exhibit attached to this Form 10-K shall not be deemed “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under
that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference
in such filing.”

This disclaimer is inappropriate, as the certifications required by Rule 13a-14(a) or Rule 15d-14(a) are considered to be part of your annual report on Form 10-K. In future filings, please
refrain from using this or any similar disclaimer in connection with these certifications.

The Company acknowledges the comment and will, in future filings, not include a disclaimer in
connection with the certifications.

Ms. Tracey McKoy

United States Securities and Exchange Commission

March 19, 2010

Page 4 of 5

Exhibit 10.10 and Exhibit 10.18

5. We note that neither the Credit Agreement filed as Exhibit 10.1 to your Form 10-Q filed on
August 2, 2007 nor the First Amendment to Credit Agreement filed as Exhibit 10.1 to your Form 8-K
filed on June 3, 2009 contain any of the corresponding schedules and exhibits. Please file complete
copies of these agreements, including all of their schedules and exhibits, with your next Exchange
Act report.

The exhibits and schedules you refer to do not contain information that would add to an investor’s
understanding of the terms and conditions of the Company’s credit facility. Much of the
information contained in the omitted exhibits and schedules relates to financial and other data
from periods preceding the execution of the Credit Agreement in 2007, and is therefore dated. In
addition to having included the Credit Agreement and First Amendment to Credit Agreement as
exhibits to its Annual Report on Form 10-K for its fiscal year ended December 31, 2009, the
material terms of the Credit Agreement and First Amendment to Credit Agreement are fully described
in the Company’s Annual Report on Form10-K for its fiscal year ended December 31, 2009 under Item
7, Management’s Discussion and Analysis of Financial Condition and Results of Operations —
Financial Condition and Liquidity — Debt, and in Note 6 to the consolidated financial statements
set forth in Item 8, Financial Statements and Supplementary Data.

Because filing the omitted exhibits and schedules would not provide additional material information
to investors but would involve a meaningful expenditure of the Company’s resources, the Company
does not believe that such a filing would promote the interests of the investing public.
Accordingly, the Company proposes to not file the omitted exhibits and schedules at this time. If
the Company enters into new material credit agreements or other financing arrangements in the
future, the Company will file schedules or similar attachments to the governing documents in
accordance with Item 601(b)(10) of Regulation S-K.

Exhibits 31.1 and 32.2

6. We note that in paragraphs two and three you refer to “annual report” rather than “report.” In
future filings, please provide certifications that set forth the exact language of paragraphs two
and three as presented in Item 601(b)(31) of Regulation S-K.

The Company acknowledges your comment and will, in future filings, provide certifications that set
forth the exact language of paragraphs two and three as presented in Item 601(b)(31) of Regulation
S-K.

The Company acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure
in its filings, (ii) staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing, and (iii) it may not
assert staff comments as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

Ms. Tracey McKoy

United States Securities and Exchange Commission

March 19, 2010

Page 5 of 5

Please contact the undersigned, Richard J. Harshman at (412) 394-2861 with any questions or
comments.

Very truly yours,

/s/ Richard J. Harshman

Richard J. Harshman

Executive Vice President, Finance

and Chief Financial Officer

cc: L. Patrick Hassey

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
March 12, 2010

via U.S. mail and facsimile

Patrick Hassey, Chief Executive Officer   Allegheny Technologies, Inc. 1000 Six PPG Place Pittsburgh, Pennsylvania 15222-5479
 RE: Allegheny Technologies, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2009
  Filed February 25, 2010   File No. 1-12001
Dear Mr. Hassey:

We have reviewed the above referenced filings and have the following comments.
Where indicated, we think you should revise your  disclosures in future filings in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the Fiscal Year Ended December 31, 2009

 Management’s Discussion and Analysis of Financial Condition . . . , page 17

 High Performance Metals, page 21 and Flat-Rolled Products, page 25

1. We note your disclosure that you have en tered into long-term agreements with
Rolls-Royce plc, GE Aviation and The Boeing Company as well as long-term supply agreements with certain customer s.  These agreements appear to be
material to your business but do not appear  to have been publicly filed with your

Mr. Hassey
Allegheny Technologies, Inc. March 12, 2010 Page 2
reports.  Please tell us why you believe  you are not required to file these
agreements.  Please refer to Item 601(b )(10) of Regulation S-K generally and
Item 601(b)(10)(ii)(B ) specifically.

2008 Compared to 2007, page 25

2. Please fully explain to us how the significant 2008 4th quarter decline in raw
materials prices (pp. 29-30) impacted your December 31, 2008 lower of cost or
market analysis.  Please also demonstr ate to us how your reserve accounting is
consistent with SAB 5:BB.

Controls and Procedures, page 80
 Disclosure Controls and Procedures, page 80

3. In future filings, please include a refere nce to the rule that defines the term
“disclosure controls and procedures” (i .e., Rule 13a-15(e) or Rule 15d-15(e)
under the Securities Exchange Act of 1934, as amended).  Please refer to Item 307 of Regulation S-K.

Exhibits, Financial Statements and Fi nancial Statement Schedules, page 83

4. We note your use of the following disclaim er with respect to  the certifications
required by Rule 13a-14(a) or Rule 15d-14( a) under the Securities Exchange Act
(i.e., Exhibits 31.1 and 31.2):

“The Exhibit attached to this Form 10-K shall not be deemed “filed” for
the purposes of Section 18 of the S ecurities Exchange Act of 1934 (the
“Exchange Act”) or otherwise subject to liability under that section, nor
shall it be deemed incorporated by reference in an y filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.”

This disclaimer is inappropriate, as th e certifications required by Rule 13a-14(a)
or Rule 15d-14(a) are considered to be pa rt of your annual report on Form 10-K.
In future filings, please refrain from us ing this or any similar disclaimer in
connection with thes e certifications.
 Exhibit 10.10 and Exhibit 10.18

5. We note that neither the Credit Agreemen t filed as Exhibit 10.1 to your Form
10-Q filed on August 2, 2007 nor the First Amendment to Credit Agreement filed
as Exhibit 10.1 to your Form 8-K file d on June 3, 2009 contain any of the
corresponding schedules and exhibits.  Pl ease file complete copies of these

Mr. Hassey
Allegheny Technologies, Inc. March 12, 2010 Page 3
agreements, including all of their sc hedules and exhibits, with your next
Exchange Act report.
 Exhibits 31.1 and 32.2

6.  We note that in paragraphs two and thr ee you refer to “annual report” rather than
“report.”  In future filings, please provid e certifications that set forth the exact
language of paragraphs two and three as  presented in Item 601(b)(31) of
Regulation S-K.
*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may ha ve additional comments after reviewing
responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany and its management are in possession
of all facts relating to a company’s disclosure , they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.   You may contact Tracey McKoy, Staff A ccountant, at (202) 551-3772 or, in her
absence Al Pavot at (202) 551-3738, or th e undersigned Accounting Branch Chief at
(202) 551-3355 if you have questions regard ing comments on the financial statements

Mr. Hassey
Allegheny Technologies, Inc. March 12, 2010 Page 4  and related matters. Please contact Chambr e Malone, Staff Attorn ey, at (202) 551-3262
with any legal related questions.
Sincerely,
           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
August 21, 2008

via U.S. mail and facsimile

Patrick Hassey, Chief Executive Officer Allegheny Technologies Incorporated  1000 Six PPG Place Pittsburgh, Pennsylvania   15222-5479
 RE: Allegheny Technologies Incorporated
  Form 10-K for the Fiscal Year Ended December 31, 2007
  Filed February 26, 2008   Form 10-Q for the Fiscal Quarter Ended March 31, 2008
Filed May 9, 2008
  Definitive Proxy Statement
Filed March 25, 2008
  File No. 001-12001
Dear Mr. Hassey:
 We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
Sincerely,
           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
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Allegheny Technologies Incorporated  Corresp

FOIA Confidential Treatment

Requested By

Allegheny Technologies Incorporated

ATI — 0101

1000 Six PPG Place

Pittsburgh, PA 15222-5479

August 12, 2008

Via EDGAR and Facsimile

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549-7010

Attn: Mr. Dieter King

    RE:

    Allegheny Technologies Incorporated

    Form 10-K for the fiscal year ended December 31, 2007

    Filed February 26, 2008

    Form 10-Q for the fiscal quarter ended March 31, 2008

    Filed May 9, 2008

    Definitive Proxy Statement filed March 25, 2008

    File No. 001-12001

Dear Mr. King:

     This letter sets forth our response to the letter dated July 17, 2008 of the Staff of the
Securities and Exchange Commission with respect to the Form 10-K for the year ended December 31,
2007, the Form 10-Q for the quarter ended March 31, 2008, and the Definitive Proxy Statement filed
March 25, 2008 for Allegheny Technologies Incorporated (the “Company”) and our conversation of July
22, 2008.

     Set forth below is the Company’s response to the comment in your letter. For your
convenience, your comment is reproduced in bold text below and is followed by the Company’s
response.

Proxy Statement for 2008 Annual Meeting of Stockholders

Grants of Plan-Based Awards for 2007, page 41

2007 Annual Incentive Plan, page 42

    1.

    We have reviewed and carefully considered your response to comment 1 in our letter dated June
27, 2008. Please elaborate on your “competitive harm” analysis. Your July 11, 2008 letter
did not provide us with sufficient information to evaluate whether you have a basis to
withhold disclosure of the Other AIP Targets pursuant

    Mr. Dieter King

    FOIA Confidential Treatment

    U.S. Securities and Exchange Commissi

    on Requested By

    August 12, 2008

    Allegheny Technologies Incorporated

    Page 2

    ATI — 0101

    to Instruction 4 to Item 402(b) of
Regulation S-K. For each of the Other AIP Targets, please tell us why disclosure of the
target would be likely to cause you substantial competitive harm. Please be detailed and
specific in your response.

Disclosure of the six Other AIP Targets, which are non-financial measures of Company performance,
would contain information that would cause us substantial competitive harm and would not be
material to an understanding of amounts earned by our named executive officers under the Company’s
Annual Incentive Plan.

These six Other AIP Targets, which collectively represent 30% of the AIP award formula, cover three
major categories: Manufacturing Improvements, Safety and Environmental Improvements, and Customer
Responsiveness Improvements. Each of these categories has two sub-categories, as described in
Appendix A to this letter. The Other AIP Targets are non-financial measures of operating
efficiency or compliance at the Company’s individual business units. The goals for the Other AIP
Targets are established and evaluated on an individual basis for seven of the Company’s major
operating business units. Achievement of the Other AIP Targets for named executive officer
compensation purposes is determined based upon the weighted results of achievement of each of the
individual business units, with the weighting of achievement being a complex mathematical process
necessary to account for results at seven different and diverse component business units. The
goals, and the metrics used to measure achievement of those goals, vary by individual business unit
due to differences among them in their products, the markets they serve, their production processes
and systems, relative sales volume, performance measurement and management reporting systems, and
other factors specific to the particular business.

The impact of these non-financial measures on the annual incentive compensation of the named
executive officers is the weighted average achievement of a total of 42 measures (six individual
non-financial measures multiplied by the seven operating business units used for AIP award
purposes) with the achievement of no one individual business goal representing more than 2.5% of
the total non-financial measure achievement. Moreover, each goal has a threshold, target, and
maximum performance objective, resulting in a total of 126 business unit measures to be considered
for named executive officer achievement of the Other AIP Targets.

Given the number of non-financial performance measurements that make up the Other AIP Targets
calculation for the named executive officers’ annual incentive compensation, the detail required to
explain the metrics would be too cumbersome and technical to be meaningful to investors and
therefore not material to an understanding of named executive officer compensation under the Annual
Incentive Plan.

Moreover, as described in Appendix A, public disclosure of the metrics would cause us substantial
competitive harm given the detailed operational nature of the information comprising the metrics.
It is important to note that the Other AIP Targets contain business unit performance information that is treated by the Company as confidential and proprietary information and is not
otherwise publicly available. The Company has safeguarded this information from being disseminated
to its competitors and the general public. Public disclosure of this type of information, which
the Company does not have access to regarding its competitors, would place the Company at a
significant competitive disadvantage and result in competitive harm to the Company.

    Mr. Dieter King

    FOIA Confidential Treatment

    U.S. Securities and Exchange Commissi

    on Requested By

    August 12, 2008

    Allegheny Technologies Incorporated

    Page 3

    ATI — 0101

In future proxy statements, the Company will disclose the relative ease or difficulty of achieving
the undisclosed Other AIP Targets.

For the foregoing reasons, we believe that withholding disclosure of the Other AIP Targets is
appropriate.

Confidential Treatment Request

Additional information concerning the 42 performance measures relating to the business unit
performance goals is set forth in Appendix A to this letter. Because of the sensitive nature of
the information and because public disclosure of this information would cause us substantial
competitive harm, this submission is accompanied by a request for confidential treatment for
Appendix A of this letter. The Company is requesting confidential treatment for Appendix A in
connection with the Freedom of Information Act (“FOIA”) and has filed a separate letter with the
Office of Freedom of Information and Privacy Act Operations in connection with that request.

Please contact me at (412) 394-2836 with any questions or comments.

Very truly yours,

/s/ Jon D. Walton

Jon D. Walton

Executive Vice President, Human Resources,

Chief Legal and Compliance Officer,

General Counsel and Corporate Secretary

    cc:

    L. Patrick Hassey

Richard J. Harshman

FOIA Confidential Treatment

Requested By

Allegheny Technologies Incorporated

ATI — 0101

1000 Six PPG Place

Pittsburgh, PA 15222-5479

APPENDIX A

[***]

*** Confidential treatment under FOIA is requested by Allegheny Technologies Incorporated.

A-1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
July 17, 2008

Allegheny Technologies Incorporated
Attention: Jon D. Walton, Executive Vice President 1000 Six PPG Place Pittsburgh, Pennsylvania 15222-5479

Re: Allegheny Technologies Incorporated
Form 10-K for the Fiscal Year Ended December 31, 2007 Filed February 26, 2008 Definitive Proxy Statement Filed March 25, 2008 File No. 001-12001

Dear Mr. Walton:
We have reviewed your letter dated July 11, 2008 and have the following comment.
Proxy Statement for 2008 Annual Meeting of Stockholders

Grants of Plan-Based Awards for 2007, page 41
2007 Annual Incentive Plan, page 42
1. We have reviewed and carefully considered your response to comment 1 in our letter dated June 27, 2008.  Please elaborate on your “competitive harm” analysis.  Your July 11, 2008 letter did not provide us with sufficient information to evaluate whether you have a basis to withhold disclosure of the Other AIP Targets pursuant to Instruction 4 to Item 402(b) of Regulation S-K.  For each of  the Other AIP Targets, please tell us why
disclosure of the target would be likely to cause you substantial competitive harm.  Please be detailed and specific in your response.
You may contact Dieter King at (202) 551-3338, or me at (202) 551-3765 with any
questions.
Sincerely,
   Pamela A. Long Assistant Director

CORRESP
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Allegheny Technologies Incorporated Corresp

1000 Six PPG Place

Pittsburgh, PA 15222-5479

July 11, 2008

Via EDGAR and Facsimile

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549-7010

Attn: Mr. Dieter King

    RE:

    Allegheny Technologies Incorporated

    Form 10-K for the fiscal year ended December 31, 2007

    Filed February 26, 2008

    Form 10-Q for the fiscal quarter ended March 31, 2008

    Filed May 9, 2008

    Definitive Proxy Statement filed March 25, 2008

    File No. 001-12001

Dear Mr. King:

     This letter sets forth our responses to the letter dated June 27, 2008 of the Staff of the
Securities and Exchange Commission with respect to the Form 10-K for the year ended December 31,
2007, the Form 10-Q for the quarter ended March 31, 2008, and the Definitive Proxy Statement filed
March 25, 2008 for Allegheny Technologies Incorporated (the “Company”).

     Set forth below are the Company’s responses to each of the comments in your letter. For your
convenience, the comments are reproduced in bold text below and are followed by the Company’s
responses.

Proxy Statement for 2008 Annual Meeting of Stockholders

Grants of Plan-Based Awards for 2007, page 41

2007 Annual Incentive Plan, page 42

    1.

    You state in your response to comment 12 in our letter dated May 30, 2008 that “the Other AIP
Targets are not individually material to an understanding of [your] 2007 Annual Incentive Plan
awards because none of them is weighted more than 5% for any named executive officer.” We
note, however, that when taken in the aggregate the six Other AIP Targets account for 30% of
the award determination for each named executive officer. This is the same percentage
significance as the Operating Cash Flow Target, which target you have already committed to
disclose and do not contest is material to an investor’s understanding of your award
determinations.

Mr. Dieter King

U.S. Securities and Exchange Commission

July 11, 2008

Page 2

    Given that the Operating Cash Flow Target and the combined Other AIP Targets are of equal
significance in determining awards under the plan, we believe that just as the Operating
Cash Flow Target is material to investors, so too are the Other AIP Targets material to
investors. We note that you characterize the Other AIP Targets as “competitively sensitive
information,” but you do not explain why you believe this to be the case. If, because of
their “competitively sensitive” nature, you believe that the disclosure of some or all of
the Other AIP Targets would likely cause you substantial competitive harm and you wish to
avail of Instruction 4 to Item 402(b) of Regulation S-K, to withhold their disclosure,
please tell us why disclosure of the targets would be likely to cause you substantial
competitive harm. Please be detailed and specific in your response, and please provide a
separate analysis for each of the targets.

Each of the six Other AIP Targets is very different from the others, with achievement of each
target computed based upon individual business unit results, and thus their materiality is most
appropriately determined on an individual basis and not in the aggregate. Moreover, unlike the
Operating Earnings and Operating Cash Flow targets, which are financial targets that can be readily
aggregated on a consolidated Company-wide basis and disclosed in a manner understandable by
investors, all of the Other AIP Targets are non-financial measures of operating efficiency or
compliance at the Company’s individual business units. Achievement of the Other AIP Targets for
named executive officer compensation purposes is determined based upon the weighted achievement
results of each of the individual business units, with the weighting of achievement being a complex
process involving multiple levels of averaging. The disclosure of this process would not be
understandable by, or meaningful or useful to, investors. In addition, the Other AIP Targets
cannot be meaningfully aggregated and disclosed on a Company-wide basis and, therefore, their
attempted disclosure would confuse investors far more than it would aid them in understanding the
Company’s AIP. Accordingly, and in light of the fact that no Other AIP Target is weighted more
than 5% for any named executive officer, the Company believes that none of the Other AIP Targets
are individually material to an investor’s understanding of our AIP award determination.

     Competitive Harm.

Instruction 4 to Item 402(b) Regulation S-K provides that the Company need not disclose the Other
AIP Targets if such disclosure would result in competitive harm to the Company. The Company
believes that, for the reasons discussed below, the Other AIP Targets are exempted from disclosure
because their disclosure could cause competitive harm to the Company and also would likely be
confusing for investors.

Disclose of the proprietary Other AIP Targets would provide the Company’s competitors and customers
with detailed information not currently publicly available. This information would arm these third
parties, and other groups, such as labor unions, with unfair strategic advantages or bargaining
leverage afforded by a detailed insight into the Company’s strategic business goals and plans.

Mr. Dieter King

U.S. Securities and Exchange Commission

July 11, 2008

Page 3

The following examples are illustrative of some, but not all, of the ways in which disclosure of
the Other AIP Targets could be used to competitively harm the Company.

    •

    Competitors. The Company’s business is highly competitive and is characterized by
intense competition on a national and international basis. There are several
competitors in each product market served by the Company. Disclosure of the Other AIP
Targets would provide current or future competitors with important insights into the
Company’s planned manufacturing improvements, including inventory turns and related
yields. With this information, competitors could discern the Company’s production and
capacity at the Company’s mills and related operations. Competitors would be able to
use this information to make strategic decisions about how best to compete with the
Company on production and output levels. This would cause the Company to lose its
competitive advantage and result in a loss of market share and revenue. This type of
information, which the Company does not have about its competitors, some of which are
not public companies or are foreign-owned, would place the Company at a significant
competitive disadvantage and result in competitive harm to the Company.

    •

    Customers. Our customers also stand to gain an unfair competitive negotiating
advantage through disclosure of the Other AIP Targets. For example, the Other AIP
Targets contain goals with respect to customer responsiveness, including on-time
deliveries and numbers of customer complaints. If customers knew this information, the
customers would gain significant negotiating leverage over us, thereby decreasing our
revenues and/or increasing our production costs.

    •

    Employee Relations. Merely disclosing our targets relating to safety improvements
could be unsettling to numerous of our employees and lead to internal employee strife
and distraction, perhaps even causing work stoppages. This would have a significant
impact on our production and efficiency and would result in decreased revenues thereby
negatively impacting our stockholders. Our competitors, who do not disclose similar
information, would not have to contend with these disclosure effects on their employees
and would gain a substantial workforce advantage.

Because public disclosure of the Other AIP Targets would cause substantial harm to our competitive
and financial position, and such information has not previously been made publicly available and,
to the best of our knowledge, will not be required to be made public by any other government or
regulatory authority, we believe the disclosure of the Other AIP Targets would cause competitive
harm to the Company and, therefore, we should not be required to disclose the Other AIP Targets.

Mr. Dieter King

U.S. Securities and Exchange Commission

July 11, 2008

Page 4

Performance/Restricted Stock Program, page 42

2. In future filings, please note that the same net income performance target is used for both
performance elements of the PRSP.

The Company acknowledges this comment and will, in future filings, note that the same net income
performance target is used for both performance elements of the PRSP, as applicable.

Key Executive Performance Plan, page 43

3. In future filings, please summarize your payment history for the second level of the KEPP (e.g.,
to date, as you note in your letter to us dated June 12, 2008, you have never paid an award under
the second level of the KEPP). In addition, in future filings please consider adding a sentence to
your KEPP disclosure to explain the purpose of the second level of the KEPP program.

The Company acknowledges this comment and will, in future filings, summarize the payment history
under the second level of the KEPP. In addition, in future filings the Company will consider
adding a sentence to the KEPP disclosure to further explain the purpose of the second level of the
KEPP program.

Please contact me at (412) 394-2836 with any questions or comments.

Very truly yours,

/s/ Jon D. Walton

Jon D. Walton

Executive Vice President, Human Resources,

Chief Legal and Compliance Officer,

General Counsel and Corporate Secretary

    cc:

    L. Patrick Hassey

    Richard J. Harshman

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
June 27, 2008

Allegheny Technologies Incorporated
Attention: Richard J. Harshman, Chief Financial Officer 1000 Six PPG Place Pittsburgh, Pennsylvania 15222-5479

Re: Allegheny Technologies Incorporated
Form 10-K for the Fiscal Year Ended December 31, 2007 Filed February 26, 2008 Form 10-Q for the Fiscal Quarter Ended March 31, 2008 Filed May 9, 2008 Definitive Proxy Statement Filed March 25, 2008 File No. 001-12001

Dear Mr. Harshman:
We have reviewed your letter dated June 12, 2008 and have the following comments.
Proxy Statement for 2008 Annual Meeting of Stockholders

Grants of Plan-Based Awards for 2007, page 41
2007 Annual Incentive Plan, page 42
1. You state in your response to comment 12 in our letter dated May 30, 2008 that “the Other AIP Targets are not individually ma terial to an understanding of [your] 2007
Annual Incentive Plan awards because none of them is weighted more than 5% for any named executive officer.”  We note, however, that when taken in the aggregate the six Other AIP Targets account for 30% of the award determination for each named executive officer.  This is the same percentage signi ficance as the Operating Cash Flow Target,
which target you have already committed to disclose and do not contest is material to an investor’s understanding of your award determinations.  Given that the Operating Cash Flow Target and the combined Other AIP Targets are of equal significance in determining awards under the plan, we believe that just as the Operating Cash Flow Target is material to investors, so too are the Other AIP Targets material to investors.  We note that you characterize the Other AIP Targets as “competitively sensitive information,” but you do not explain why you believe this to be the case.  If, because of their “competitively sensitive” nature, you believe that the disclosure of some or all of the Other AIP Targets would likely cause you substantial competitive harm and you wish

Richard J. Harshman
Allegheny Technologies Incorporated June 27, 2008 Page 2
to avail of Instruction 4 to Item 402(b) of  Regulation S-K to withhold their disclosure,
please tell us why disclosure of the targets would be likely to cause you substantial competitive harm.  Please be detailed and specific in your response, and please provide a separate analysis for each of the targets.
Performance/Restricted Stock Program, page 42

2. In future filings, please note that the same net income performance target is used for both performance elements of the PRSP.
Key Executive Performance Plan, page 43

3. In future filings, please summarize your payment history for the second level of the KEPP (e.g., to date, as you note in your letter to us dated June 12, 2008, you have never paid an award under the second level of the KEPP).  In addition, in future filings please consider adding a sentence to your KEPP disclosure to explain the purpose of the second level of the KEPP program.
You may contact Dieter King at (202) 551-3338, or me at (202) 551-3765 with any
questions.
Sincerely,
   Pamela A. Long Assistant Director

CORRESP
1
filename1.htm

corresp

1000 Six PPG Place

Pittsburgh, PA 15222-5479

June 24, 2008

Via EDGAR and Facsimile

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549-7010

Attn:  Ms. Tracey McKoy, Staff Accountant

    RE:

    Allegheny Technologies Incorporated

    Form 10-K for the fiscal year ended December 31, 2007

    Filed February 26, 2008

    Form 10-Q for the fiscal quarter ended March 31, 2008

    Filed May 9, 2008

    Definitive Proxy Statement filed March 25, 2008

    File No. 001-12001

Dear Ms. McKoy:

     This letter further addresses the letter dated May 30, 2008 by the Staff of the Securities and
Exchange Commission with respect to the Form 10-K for the year ended December 31, 2007, the Form
10-Q for the quarter ended March 31, 2008, and the Definitive Proxy Statement filed March 25, 2008
(the “Comment Letter”) for Allegheny Technologies Incorporated (the “Company”) and our
conversations of June 18 and June 23, 2008.

     Set forth below is the Company’s response to the comment in the Comment Letter. For your
convenience, the comment has been reproduced in bold text below and is numbered to correspond to
the comments in the Comment Letter, and is followed by the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2007

Note 11 – Financial Information for Subsidiary Guarantors, p. 75

5. The December 31, 2007 and 2005 statements of cash flows report that the parent generated
operating cash flows even though it has no cash and generates no revenue. Given the materiality of
these amounts to consolidated operating cash flow, please tell us the source of these cash flows.
The guidance in paragraph 136 of SFAS 95 regarding the classification
of intercompany advances may be relevant. Note that the reported cash flow balances should only be
impacted by actual cash transactions occurring during the period.

Ms. Tracey McKoy

U.S. Securities and Exchange Commission

June 24, 2008

Page 2

In future filings, the Company will present cash flow related to intercompany activity between the
parent company and the subsidiary and non-guarantor subsidiaries as financing activities consistent
with the guidance of SFAS 95. In addition, we will include in the footnote an explanatory
paragraph stating that prior period information has been reclassified to conform to the current
method of presentation and noting the presentation changes.

Please contact the undersigned Dale G. Reid (412) 395-3057, Richard J. Harshman at (412) 394-2861
or Jon D. Walton at (412) 394-2836, with any questions or comments.

Very truly yours,

/s/ Dale G. Reid

Dale G. Reid

Vice President – Controller, Chief

Accounting Officer and Treasurer

    cc:

    L. Patrick Hassey

    Richard J. Harshman

    Jon D. Walton

CORRESP
1
filename1.htm

Allegheny Technologies Incorporated Corresp

1000 Six PPG Place

Pittsburgh, PA 15222-5479

June 12, 2008

Via EDGAR and Facsimile

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549-7010

Attn:  Ms. Tracey McKoy and Mr. Dieter King

    RE:

    Allegheny Technologies Incorporated

    Form 10-K for the fiscal year ended December 31, 2007

    Filed February 26, 2008

    Form 10-Q for the fiscal quarter ended March 31, 2008

    Filed May 9, 2008

    Definitive Proxy Statement filed March 25, 2008

    File No. 001-12001

Dear Ms. McKoy and Mr. King:

     This letter sets forth our responses to the letter dated May 30, 2008 by the Staff of the
Securities and Exchange Commission with respect to the Form 10-K for the year ended December 31,
2007, the Form 10-Q for the quarter ended March 31, 2008, and the Definitive Proxy Statement filed
March 25, 2008 (the “Comment Letter”) for Allegheny Technologies Incorporated (the “Company”).

     Set forth below are the Company’s responses to each of the comments in the Comment Letter. For your convenience, the comments are reproduced in bold text below and are numbered
to correspond to the comments in the Comment Letter, and are followed by the Company’s responses.

Form 10-K for the Fiscal Year Ended December 31, 2007

Item 1. Business, page 3

1. In future filings, please address the extent to which any of your segments is dependent on
a single customer, or a few customers, the loss of any one or more of which would have a material
adverse effect on the segment. We note, for example, that your high performance metals segment
serves the aerospace and defense industries — which accounted for approximately 31% of your sales
during fiscal year 2007 — by providing a variety of metals, including alloys for commercial and
military jet engines. Due to consolidation in the aerospace and defense industries, it seems
possible that while there may be fewer customers

Ms. Tracey McKoy

Mr. Dieter King

U.S. Securities and Exchange Commission

June 12, 2008

Page 2

for your products some of those customers may now be purchasing more products from your high performance metals segment. Please see Item
10(c)(1)(vii) of Regulation S-K. In addition, we believe your business section disclosure would be
enhanced if you included more information about the types of customers to which your segments sell
their products and the uses to which those customers put those products. For example, if true, you
could note that your high performance metals segment provides alloys to GE Aviation that are used
to make components for jet engines.

The Company acknowledges this comment and will, in future filings, expand on our disclosures as
applicable.

2. We note your discussion on page 15 of risks associated with government contracts, particularly
the fact that some of your operating companies perform work directly for the U.S. government. In
future filings please address whether any material portion of your business might be subject to
renegotiation of profits or termination of contracts or subcontracts at the election of the U.S. or
other governments. Please see Item 101(c)(1)(ix) of Regulation S-K.

The Company acknowledges the comment and will, in future filings, address in our disclosures any
material portion of our business which is subject to renegotiation of profits or termination of
contracts or subcontracts at the election of the U.S. or other governments.

Item 7. Management’s Discussion and Analysis of Financial Condition..., page 21

Financial Condition and Liquidity, page 37

3. We note your statement on page 37 that you “have no off-balance sheet financing relationships
with variable interest or structured finance entities”. This statement is narrower than the scope
of the off-balance sheet arrangements disclosure requirement contained in Item 303(a)(4) of
Regulation S-K. In future filings, please address all off-balance sheet arrangements contemplated
by Item 303(a)(4) of Regulation S-K.

The Company acknowledges the comment and will, in future filings, amend our disclosure in
accordance with Item 303 (a)(4) of Regulation S-K.

Item 7.A. Quantitative and Qualitative Disclosures About Market Risk, page 48

4. In future filings, please disclose the extent to which financial instruments used to manage
commodity and energy exposures have impacted the corresponding financial
statement line items. Disclose also the extent to which future energy and commodity requirements
are covered by existing financial instruments. Such disclosure is necessary for readers to fully
understand the significance of these activities. If the amounts are immaterial, then please
disclose that fact.

Ms. Tracey McKoy

Mr. Dieter King

U.S. Securities and Exchange Commission

June 12, 2008

Page 3

The Company acknowledges the comment and will, in future filings, expand our disclosures.

Note 11 — Financial Information for Subsidiary Guarantors, p. 75

5. The December 31, 2007 and 2005 statements of cash flows report that the parent generated
operating cash flows even though it has no cash and generates no revenue. Given the materiality of
these amounts to consolidated operating cash flow, please tell us the source of these cash flows.
The guidance in paragraph 136 of SFAS 95 regarding the classification of intercompany advances may
be relevant. Note that the reported cash flow balances should only be impacted by actual cash
transactions occurring during the period.

The parent company is the holding company for the subsidiary and non-guarantor subsidiaries. The
Company routinely settles the intercompany cash and cost allocation amounts on a net basis with its
operating units and subsidiaries. As such, operating cash flows include the net effect of
intercompany activity between the parent, the subsidiary and non-guarantor subsidiaries. The
Company believes this presentation is representative of the transactions between its operating
entities. In future filings, we will expand our disclosures on the basis of presentation to
include a description of how intercompany activity is presented in the condensed statements of cash
flows.

Form 10-Q for the Fiscal Quarter Ended March 31, 2008

General

6. Please provide us with an expanded description and accounting analysis of the transactions
underlying the $49.6 million reclassification referenced in Note 3. The existing disclosure
addresses a share repurchase but it is not clear whether a repurchase occurred during the March 31,
2007 quarter. Further, it is not clear why the adjustment caused a decrease in reported financing
cash flows instead of an increase as described in paragraph 19.e. of SFAS 95, if applicable. We
note that this issue appears to also have a material impact on reported December 31, 2007 financing
cash flows.

The $49.6 million reclassification referenced in Note 3 was the value (cost) in the 2007 first
quarter of stock that was repurchased by the Company from employees to settle the employees’
liability for taxes on share-based compensation that vested under the terms of the Company’s
restricted stock retention award program and the Company’s total shareholder return incentive
compensation program. As permitted under SFAS 123R, amounts acquired represent the statutory
minimum withholding amounts that preserve equity treatment for the associated grants. As part of
the administration of these share-based compensation programs, the Company permits employees to
settle the tax withholding obligation by selling shares of the just-issued equity award back to the
Company. As described in SFAS 95, paragraph 20.a., outlays to reacquire the enterprises’ equity
instruments are a financing activity. This treatment is consistent
with the

Ms. Tracey McKoy

Mr. Dieter King

U.S. Securities and Exchange Commission

June 12, 2008

Page 4

presentation utilized
in the Company’s 2007 Annual Report on Form 10-K. However during the
first three quarters of 2007, the Company had previously classified the repurchase of shares for
employee-owed taxes as an operating activity under the view that the cash paid for employee tax
withholding was an element of payroll tax liability, and therefore an operating activity.

For interim reporting in the statement of cash flows filed in the March 31, 2008 Form 10-Q, this
amount, $49.6 million, was combined with the cash inflow from the cash retained as a result of the
tax deductibility of equity instruments issued under share-based payment arrangements, as described
in SFAS 95, paragraph 19.e. under the line item description “Taxes on share-based compensation,
net”. To clarify the presentation in future filings we will report these two cash flows as
separate line items.

Proxy Statement for 2008 Annual Meeting of Stockholders

Compensation Discussion and Analysis, page 26

7. We note that your compensation discussion and analysis disclosure contains information about
compensation programs available to all of your managerial employees. While some of this
information is applicable to your named executive officers, some of it is not, such as the
information about your discretionary bonus plan — for which your executive officers are
ineligible. Your compensation discussion and analysis disclosure should focus on your named
executive officers. In future filings please focus your compensation discussion and analysis
disclosure on providing clear, concise and understandable disclosure of all plan and non-plan
compensation awarded to, earned by, or paid to your named executive officers. In addition, please
strive to make this section easier to read by, for example, eliminating redundancies and omitting
discussions that are not directly related to your named executive officers. Please see Item 402(a)
and (b) of Regulation S-K.

The Company acknowledges the comment and will, in future filings, focus our compensation discussion
and analysis disclosure on providing clear, concise and understandable disclosure of all plan and
non-plan compensation awarded to, earned by, or paid to our named executive officers. In addition,
the Company will, in future filings, strive to increase the readability of our compensation
discussion and analysis disclosure.

8. We note that throughout your compensation discussion and analysis disclosure you make reference
to your compensation committee receiving advice from outside advisors and other unspecified
parties. In future filings please identify the parties from whom your compensation committee
receives advice or with which the committee consults.

The Company acknowledges the comment and will, in future filings, identify the parties from whom
our Personnel and Compensation Committee (“Committee”) receives advice or with which the Committee
consults, if applicable.

Ms. Tracey McKoy

Mr. Dieter King

U.S. Securities and Exchange Commission

June 12, 2008

Page 5

9. In future filings, please consider adding illustrations to demonstrate the operation of the
formulas or measures used to determine the size of payouts under the equity and non-equity
compensatory plans in which your named executive officers participate.

The Company acknowledges the comment and will, in future filings, consider adding illustrations to
demonstrate the operation of the formulas or measures used to determine the size of payouts under
the equity and non-equity compensatory plans in which our named executive officers participate.

10. In future filings, please disclose how threshold, target and maximum targets are set for the
Annual Incentive Plan and the Key Executive Performance Plans and why your compensation committee
selected those targets.

The Company acknowledges the comment and will, in future filings, disclose how threshold, target
and maximum targets are set for the Annual Incentive Plan and the Key Executive Performance Plans
and why the Committee selected those targets.

Summary Compensation Table, page 39

11. We note your footnote disclosure to the non-equity incentive plan compensation column in the
summary compensation table. The footnote disclosure does not provide sufficient information to
enable an investor to determine how much of the total reported amount in the non-equity incentive
plan compensation column for each year was contributed by each plan. In future filings, please
itemize by plan name and dollar amount each of the components that together constitute the dollar
amount reported in the non-equity incentive plan compensation column for each year.

The Company acknowledges the comment and will, in future filings, itemize by plan name and dollar
amount each of the components that together constitute the dollar amount reported in the non-equity
incentive plan compensation column for each year.

Grants of Plan-Based Awards for 2007, page 41

12. We note that you have not disclosed the specific numerical targets for the performance goals
for your 2007 Annual Incentive Plan and your actual performance with respect to meeting those
targets. Similarly, you have not disclosed the operational goals for your Key Executive
Performance Plans or the performance criteria for your Performance/Restricted Stock Program. As
these targets and goals appear to be material to your decisions regarding the amount of
compensation and awards granted under these plans, you must disclose them, or tell us
supplementally why disclosure of the targets would be likely to cause you substantial competitive
harm. As noted in Instruction 4 to Item 402(b), this is the same standard that

Ms. Tracey McKoy

Mr. Dieter King

U.S. Securities and Exchange Commission

June 12, 2008

Page 6

would apply to
requests for confidential treatment of confidential trade secrets or confidential commercial or
financial information pursuant to Rule 406 under the Securities Act of 1933, as amended, and Rule
24b-2 under the Securities Exchange Act of 1934, as amended. Please note that we may have
additional comments on whether you have met the standards for treating the information
confidentially.

We address the Staff’s comments with respect to each of our 2007 Annual Incentive Plan, Key
Executive Performance Plan and Performance/Restricted Stock Program separately below.

2007 Annual Incentive Plan.

We supplementally advise the Staff that for our 2007 Annual Incentive Plan, the Operating Earnings
target, which had a 40% weighting, had threshold, target and maximum targets of $725 million,
$1,005 million and $1,165 million, respectively, and that our 2007 actual operating earnings were
$1,230 million. In addition, the Operating Cash Flow target, which had a 30% weighting, had
threshold, target and maximum targets of $345 million, $426 million and $563 million, respectively,
and that our 2007 actual operating cash flows were $778 million. The remaining performance targets
for our 2007 Annual Incentive Plan, as disclosed on page 22 of our 2008 Definitive Proxy Statement,
were inventory turns, yield improvements, lost time incidents, recordable incidents, delivery
performance and quality/complaints (the “Other AIP Targets”). The Company does not believe that it
is required to disclose the Other AIP Targets because they are both proprietary, competitively
sensitive information and not material to an understanding of our 2007 Annual Incentive Plan
awards. We believe that the non-materiality of the Other AIP Targets under our 2007 Annual
Incentive Plan constitutes an independent and sufficient basis for omitting disclosure of these
performance targets, and that the showing required by Instruction 4 to Item 402(b) of Regulation
S-K (“Instruction 4”) is not applicable to information that is not material. Moreover, the Other
AIP Targets are not individually material to an understanding of our 2007 Annual Incentive Plan
awards because none of them is weighted more than 5% for any named executive officer. In future
proxy statements, we intend to disclose both o

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
May 30, 2008

via U.S. mail and facsimile

Patrick Hassey, Chief Executive Officer Allegheny Technologies Incorporated  1000 Six PPG Place Pittsburgh, Pennsylvania   15222-5479
 RE: Allegheny Technologies Incorporated
  Form 10-K for the Fiscal Year Ended December 31, 2007
  Filed February 26, 2008   Form 10-Q for the Fiscal Quarter Ended March 31, 2008
Filed May 9, 2008
  Definitive Proxy Statement
Filed March 25, 2008
  File No. 001-12001
Dear Mr. Hassey:

We have reviewed the above referenced filing and have the following comments.
Where indicated, we think you should revise your  disclosures in future filings in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the Fiscal Year Ended December 31, 2007

 Item 1. Business, page 3

1. In future filings, please address the exte nt to which any of your segments is
dependent on a single customer, or a few customers, the loss of any one or more

Patrick Hassey
Allegheny Technologies Incorporated May 30, 2008 Page 2
of which would have a material adverse effect on the segment.  We note, for
example, that your high performance meta ls segment serves the aerospace and
defense industries—which accounted for approximately 31% of your sales during
fiscal year 2007—by providing a variety of metals, including alloys for
commercial and military jet engines.  Due to consolidation in the aerospace and
defense industries, it seems possible that  while there may be fewer customers for
your products some of those customers may now be purchasing more products
from your high performance metals segmen t.  Please see Item 101(c)(1)(vii) of
Regulation S-K.  In addition, we believ e your business sectio n disclosure would
be enhanced if you included more inform ation about the types of customers to
which your segments sell their products a nd the uses to which those customers put
those products.  For example, if true, you could note that your high performance
metals segment provides alloys to GE Av iation that are used to make components
for jet engines.
2. We note your discussion on page 15 of risks associated with government
contracts, particularly the fact that some of your operating companies perform
work directly for the U.S. government.  In future filings please address whether any material portion of your business might  be subject to rene gotiation of profits
or termination of contracts or subcontrac ts at the election of the U.S. or other
governments.  Please see Item 101(c)(1)(ix) of Regulation S-K.

Item 7. Management’s Discussion and Analys is of Financial Condition . . ., page 21

 Financial Condition and Liquidity, page 37

3. We note your statement on page 37 that you “have no off-balance sheet financing
relationships with variable in terest or structured finance entities.”  This statement
is narrower than the scope of the o ff-balance sheet arrangements disclosure
requirement contained in Item 303(a)(4) of Regulation S-K.  In future filings, please address all off-balance sheet arra ngements contemplated by Item 303(a)(4)
of Regulation S-K.

Item 7.A.
 Quantitative and Qualitative Disc losures About Market Risk, p.48
4. In future filings, please disclose the extent  to which financial instruments used to
manage commodity and energy exposu res have impacted the corresponding
financial statement line items. Disclose al so the extent to which future energy and
commodity requirements are covered by ex isting financial instruments. Such
disclosure is necessary fo r readers to fully understand the significance of these
activities. If the amounts are immaterial, then please disclose that fact.

Patrick Hassey
Allegheny Technologies Incorporated May 30, 2008 Page 3  Note 11 – Financial Information for Subsidiary Guarantors, p. 75

5. The December 31, 2007 and 2005 statements of  cash flows report that the parent
generated operating cash flows even  though it has no cash and generates no
revenue. Given the materiality of thes e amounts to consolidated operating cash
flow, please tell us the source of these cash flows. The guidance in paragraph 136
of SFAS 95 regarding the classification of intercompany advances may be
relevant. Note that the re ported cash flow balances should only be impacted by
actual cash transactions o ccurring during the period.

Form 10-Q for the Fiscal Quarter Ended March 31, 2008
 General

6. Please provide us with an expanded desc ription and accounting analysis of the
transactions underlying the $49.6 million recl assification referenced in Note 3.
The existing disclosure addresses a shar e repurchase but it is not clear whether a
repurchase occurred during the March 31, 2007 quarter. Further, it is not clear
why the adjustment caused a decrease in reported financing cash flows instead of
an increase as described in paragraph 19.e. of SFAS 95, if applicable. We note
that this issue appears to also have a material impact on reported December 31,
2007 financing cash flows.

Proxy Statement for 2008 Annua l Meeting of Stockholders
 Compensation Discussion and Analysis, page 26

7. We note that your compensation discussi on and analysis disclosure contains
information about compensation programs available to all of your managerial
employees.  While some of this informati on is applicable to your named executive
officers, some of it is not, such as th e information about your discretionary bonus
plan—for which your executive officers are ineligible.  Your compensation
discussion and analysis disc losure should focus on your named executive officers.
In future filings please focus your compensation discussion and analysis
disclosure on providing clear, concise a nd understandable disclosure of all plan
and non-plan compensation awarded to, earned by, or paid to your named
executive officers.  In addition, please strive  to make this section easier to read
by, for example, eliminating redundancies and omitting discussions that are not
directly related to your named executive o fficers.  Please see Item 402(a) and (b)
of Regulation S-K.
8. We note that throughout your compensation discussion and analysis disclosure
you make reference to your compensa tion committee receiving advice from

Patrick Hassey
Allegheny Technologies Incorporated May 30, 2008 Page 4
outside advisors and other unspecified partie s.  In future filings please identify the
parties from whom your compensation co mmittee receives advice or with which
the committee consults.
9. In future filings, please consider adding illustrations to demonstrate the operation
of the formulas or measures used to de termine the size of pa youts under the equity
and non-equity compensatory plans in which your named executive officers participate.
10. In future filings, please disclose how th reshold, target and maximum targets are
set for the Annual Incentive Plan and the Key Executive Performance Plans and why your compensation committee selected those targets.

Summary Compensation Table, page 39

11. We note your footnote disclosure to the non-equity incentive plan compensation
column in the summary compensation table.  The footnote disclosure does not provide sufficient information to enable an  investor to determine how much of the
total reported amount in the non-equity incentive plan compensation column for
each year was contributed by each plan.  In future filings, please itemize by plan name and dollar amount each of the component s that together c onstitute the dollar
amount reported in the non- equity incentive plan comp ensation column for each
year.

Grants of Plan-Based Awards for 2007, page 41

12. We note that you have not disclosed th e specific numerical  targets for the
performance goals for your 2007 Annual Incentive Plan and your actual
performance with respect to meeting t hose targets.  Similarly, you have not
disclosed the operational goals for your Key Executive Performance Plans or the
performance criteria for your Performan ce/Restricted Stock Program.  As these
targets and goals appear to be material to your decisions regarding the amount of
compensation and awards granted under these plans, you must disclose them, or tell us supplementally why disclosure of  the targets would be likely to cause you
substantial competitive harm.  As noted in Instruction 4 to Item 402(b), this is the
same standard that would apply to requests for confiden tial treatment of
confidential trade secrets or  confidential commercial or financial information
pursuant to Rule 406 under the Securities  Act of 1933, as amended, and Rule 24b-
2 under the Securities Exchange Act of 1934, as amended.  Please note that we
may have additional comments on whether you have met the standards for treating the information confidentially.

*    *    *    *

Patrick Hassey
Allegheny Technologies Incorporated May 30, 2008 Page 5
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may ha ve additional comments after reviewing
responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany and its management are in possession
of all facts relating to a company’s disclosure , they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.   You may contact Tracey McKoy, Staff A ccountant, at (202) 551-3772 or, in her
absence the undersigned Accounting Branch  Chief at (202) 551-3355 if you have
questions regarding comments on the financial statements and related matters. Please
contact Dieter King at (2 02) 551-3338 if you have quest ions concerning comments
related to legal matters.
Sincerely,
           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f