Alion Science & Technology 11-K Annual report of employee stock purchases

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2008

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                     TO                     

COMMISSION FILE NUMBER 333-89756

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

THE ALION SCIENCE AND TECHNOLOGY CORPORATION
EMPLOYEE OWNERSHIP, SAVINGS AND INVESTMENT PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices:

ALION SCIENCE AND TECHNOLOGY CORPORATION

10 West 35th Street	1750 Tysons Boulevard
Chicago, IL 60616	Suite 1300
(312) 567-4000	McLean, VA 22102
	(703) 918-4480

ALION SCIENCE AND TECHNOLOGY CORPORATION
EMPLOYEE OWNERSHIP, SAVINGS AND INVESTMENT PLAN

TABLE OF CONTENTS

	Page
Report of Independent Registered Public Accounting Firm		1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of September 30, 2008 and 2007		2
Statements of Changes in Net Assets Available for Benefits for the Years Ended September 30, 2008 and 2007		4
Notes to Financial Statements		6
SUPPLEMENTAL SCHEDULE AS OF SEPTEMBER 30, 2008:
Form 5500, Schedule H, Part IV, Line 4i—Schedule of Assets (Held at End of Year)		13
Signatures		14

NOTE: All other schedules required under Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, have been omitted because they are not applicable

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ESOP Committee
Alion Science and Technology Corporation
Employee Ownership, Savings and Investment Plan:

We have audited the accompanying statements of net assets available for benefits of the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan (the “Plan”) as of September 30, 2008 and 2007, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform our audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of September 30, 2008 and 2007, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 3 to the financial statements, the financial statements include investments in Alion Science and Technology Corporation common stock valued at $200,558,830 (58% of net assets) and $200,768,024 (54% of net assets) as of September 30, 2008 and 2007, respectively. The fair values of this investment are not readily determinable and are estimated based on information provided to the Plan Trustee by an independent third party valuation firm.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of September 30, 2008, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. Such supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic 2008 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/s/ DELOITTE & TOUCHE LLP

McLean, Virginia
March 26, 2009

1

ALION SCIENCE AND TECHNOLOGY CORPORATION
EMPLOYEE OWNERSHIP, SAVINGS AND INVESTMENT PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF SEPTEMBER 30, 2008

			ESOP
	Non-ESOP		Allocated		Unallocated		Total		Plan Total
Assets:
Cash and cash equivalents	$	—	$	2,667,593	$	—	$	2,667,593	$	2,667,593
Investments:
Alion Science and Technology Corporation common stock		—		200,558,830		—		200,558,830		200,558,830
Mutual funds		43,204,835		—		—		—		43,204,835
Pooled separate accounts		99,279,294		—		—		—		99,279,294
Participant loans		2,200,705		—		—		—		2,200,705
Total Investments		144,684,834		203,226,423		—		203,226,423		347,911,257
Receivables:
Employer contribution		68,893		245,037		—		245,037		313,930
Participant contributions		442,052		123,773		—		123,773		565,825
Other contributions		20,877		—		—		—		20,877
Total receivables		531,822		368,810		—		368,810		900,632
Total assets		145,216,656		203,595,233		—		203,595,233		348,811,889
Liabilities:
Stock subscription payable		—		2,667,593		—		2,667,593		2,667,593
Net assets available for benefits	$	145,216,656	$	200,927,640	$	—	$	200,927,640	$	346,144,296

See accompanying notes to financial statements.

2

ALION SCIENCE AND TECHNOLOGY CORPORATION
EMPLOYEE OWNERSHIP, SAVINGS AND INVESTMENT PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF SEPTEMBER 30, 2007

			ESOP
	Non-ESOP		Allocated		Unallocated		Total		Plan Total
Assets:
Cash and cash equivalents	$	—	$	3,377,370	$	—	$	3,377,370	$	3,377,370
Investments:
Alion Science and Technology Corporation common stock		—		200,768,024		—		200,768,024		200,768,024
Mutual funds		55,852,869		—		—		—		55,852,869
Pooled separate accounts		112,892,617		—		—		—		112,892,617
Participant loans		1,886,836		—		—		—		1,886,836
Total Investments		170,632,322		204,145,394		—		204,145,394		374,777,716
Receivables:
Employer contribution		149,005		535,758		—		535,758		684,763
Participant contributions		988,027		341,686		—		341,686		1,329,713
Other contributions		36,954		—		—		—		36,954
Total receivables		1,173,986		877,444		—		877,444		2,051,430
Total assets		171,806,308		205,022,838		—		205,022,838		376,829,146
Liabilities:
Stock subscription payable		—		3,377,370		—		3,377,370		3,377,370
Net assets available for benefits	$	171,806,308	$	201,645,468	$	—	$	201,645,468	$	373,451,776

See accompanying notes to financial statements.

3

ALION SCIENCE AND TECHNOLOGY CORPORATION
EMPLOYEE OWNERSHIP, SAVINGS AND INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED SEPTEMBER 30, 2008

				ESOP
	Non-ESOP			Allocated			Unallocated		Total			Plan Total
Additions to net assets attributed to:
Investment income:
Net (depreciation) appreciation in fair value of investments Mutual funds / Alion Science and Technology common stock	$	(16,945,645	)	$	(8,615,946	)	$	—	$	(8,615,946	)	$	(25,561,591	)
Pooled separate accounts		(19,116,598	)		—			—		—			(19,116,598	)
Interest		3,518,565			38,613			—		38,613			3,557,178
Investment loss		(32,543,678	)		(8,577,333	)		—		(8,577,333	)		(41,121,011	)
Contributions
Employer contributions		2,432,852			9,497,898			—		9,497,898			11,930,750
Participant contributions		17,860,127			5,183,356			—		5,183,356			23,043,483
Rollovers		2,136,543			156,340			—		156,340			2,292,883
Transfer between ESOP and non-ESOP		3,337,302			(3,337,302	)		—		(3,337,302	)		—
Transfer of assets from other plans		333,849			—			—		—			333,849
Total additions		(6,443,005	)		2,922,959			—		2,922,959			(3,520,046	)
Deductions to net assets attributable to:
Benefits paid to participants		20,135,513			3,640,787			—		3,640,787			23,776,300
Fees (short-term trading and loans)		11,134			—			—		—			11,134
Total deductions		20,146,647			3,640,787			—		3,640,787			23,787,434
Decrease in net assets available for benefits		(26,589,652	)		(717,828	)		—		(717,828	)		(27,307,480	)
Net assets available for benefits:
Beginning of period		171,806,308			201,645,468			—		201,645,468			373,451,776
End of period	$	145,216,656		$	200,927,640		$	—	$	200,927,640		$	346,144,296

See accompanying notes to financial statements.

4

ALION SCIENCE AND TECHNOLOGY CORPORATION
EMPLOYEE OWNERSHIP, SAVINGS AND INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED SEPTEMBER 30, 2007

				ESOP
	Non-ESOP			Allocated			Unallocated		Total			Plan Total
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair value of investments Mutual funds / Alion Science and Technology common stock	$	12,173,927		$	(3,632,214	)	$	—	$	(3,632,214	)	$	8,541,713
Pooled separate accounts		1,116,146			—			—		—			1,116,146
Interest		9,973,668			88,543			—		88,543			10,062,211
Investment income (loss)		23,263,741			(3,543,671	)		—		(3,543,671	)		19,720,070
Contributions
Employer contributions		2,471,498			10,136,770			—		10,136,770			12,608,268
Participant contributions		18,097,338			6,786,925			—		6,786,925			24,884,263
Rollovers		10,993,671			410,906			—		410,906			11,404,577
Transfer between ESOP and non-ESOP		(3,300,084	)		3,300,084			—		3,300,084			—
Total additions		51,526,164			17,091,014			—		17,091,014			68,617,178
Deductions to net assets attributable to:
Benefits paid to participants		23,518,052			29,471,105			—		29,471,105			52,989,157
Fees (short-term trading)		5,053			—			—		—			5,053
Total deductions		23,523,105			29,471,105			—		29,471,105			52,994,210
Increase (decrease) in net assets available for benefits		28,003,059			(12,380,091	)		—		(12,380,091	)		15,622,968
Net assets available for benefits:
Beginning of period		143,803,249			214,025,559			—		214,025,559			357,828,808
End of period	$	171,806,308		$	201,645,468		$	—	$	201,645,468		$	373,451,776

See accompanying notes to financial statements.

5

ALION SCIENCE AND TECHNOLOGY CORPORATION
EMPLOYEE OWNERSHIP, SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2008 AND 2007

(1)	PLAN DESCRIPTION AND RELATED INFORMATION
	The following is a general description of Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan (formerly known as Beagle Holdings, Inc. ESOP and 401(k) Plan and then as Beagle Holdings, Inc. Employee Ownership, Savings and Investment Plan) (the Plan). The following description of the Plan provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan’s provisions.
	General — Alion Science and Technology Corporation (the Plan Sponsor, Alion or the Company) established the Plan effective as of December 19, 2001. The Plan was subsequently amended and restated on October 1, 2006. The Plan is a combination of a tax exempt employee stock ownership plan (ESOP component) and tax exempt 401(k) plan (non-ESOP component) under the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA) and Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (IRC). The Plan is administered by the ESOP Committee, which consists of seven persons appointed by the chief executive officer of the Company. As of September 30, 2008, two trusts had been established to hold Plan assets. State Street Bank & Trust Company is the trustee for the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Trust (the ESOP Trust), which holds legal title to the shares of Company common stock in the ESOP component of the Plan. Principal Financial Group (Principal) is the record keeper and custodian for the ESOP component of the Plan. The ESOP Committee is the trustee for the non-ESOP component of the Plan. Principal is record keeper and custodian for the non-ESOP component of the Plan.
	Eligibility — Employees are immediately eligible to make pre-tax employee contributions to the Plan and become eligible to receive Company matching contributions after one year of employment. Employees in certain benefits groups become eligible to receive Company discretionary and retirement plan contributions after one year of employment. The number of participants in the Plan totaled 6,155 and 6,136 at September 30, 2008 and 2007, respectively.
	Contributions — Participants may elect to contribute up to 60% of their eligible compensation to the Plan, subject to statutory annual maximum limits which are adjusted each year for increases in the cost of living as provided in applicable IRC regulations. The annual limitations apply to all of a participant’s salary reduction contributions and similar contributions under this and other plans. A participant may not contribute more than 11% of his or her eligible compensation to the ESOP component of the Plan. The Company made a matching contribution of 100% of the first 3% and 50% of the next 2% of the eligible compensation contributed by each participant. The Company also made a retirement plan contribution of 2.5% of the eligible compensation earned to certain eligible participants consisting of 1% (not participant directed) in stock and 1.5% (participant directed) in cash. The Company may also make an annual discretionary contribution to the Plan. Each plan year, the Company determines what portion of its profits, if any, to contribute to the Plan. The Company made no discretionary contribution for the plan years ended September 30, 2008 and 2007. During the plan year ended September 30, 2008, Company contributions of $11,930,750 included $9,497,898 in shares of Alion common stock and $2,432,852 in cash. During the plan year ended September 30, 2007, Company contributions of $12,608,268 included $10,136,770 in shares of Alion common stock and $2,471,498 in cash.

6

Participant Accounts — The ESOP Committee, as of each valuation date, allocates earnings (losses) in the ESOP component of the Plan to participant accounts so that the total of all participant account balances equals the fair market value of the ESOP trust fund as of each valuation date. Each participant’s 401(k) account is credited with the participant’s contributions, Company contributions, the participant’s share of plan earnings (losses) and appreciation (depreciation) from investment of such contributions, less administrative expenses. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Voting Rights — On matters involving the approval or disapproval of any Company merger or consolidation, recapitalization, reclassification, liquidation, dissolution, sale of substantially all of Alion’s assets, tender offer for, or other offer to purchase, the shares of Alion’s common stock or other such transactions prescribed by applicable regulation, each participant is entitled to exercise voting rights attributable to the shares of Alion common stock allocated to his or her ESOP account. In all such cases, the ESOP Trustee is required to notify the participants of such voting rights prior to the time that such rights are to be exercised. The ESOP Trustee is to vote any allocated shares for which participant instructions have not been received and any unallocated shares in accordance with ESOP Committee instructions. In all other circumstances, and except as limited by its fiduciary duties, the ESOP Trustee is to vote all shares of Company common stock as directed by the ESOP Committee.

Vesting — Each eligible participant has immediate, fully vested rights in all employee contributions, rollover contributions and Company-matching contributions. Other Company retirement plan contributions to the Plan, and the earnings on such contributions, vest over a five-year period as follows:

• 25% vests after two years of service;

• 50% vests after three years of service;

• 75% vests after four years of service; and

• 100% vests after five years of service.

Participants of the John J. McMullen Associates, Inc. Employee Stock Ownership Plan (the JJMA ESOP) who terminated employment with JJMA prior to April 1, 2005 and whose JJMA ESOP accounts were merged with the Plan are currently vested in a percentage of their merged JJMA ESOP accounts according to the following schedule:

• one year of service with JJMA — 20% vested;

• two years of service with JJMA — 40% vested;

• three years of service with JJMA — 60% vested;

• four years of service with JJMA — 80% vested; and

• five years of service with JJMA — 100% vested.

Investment Options — The Plan provides for various investments in mutual funds and Company common stock. As of September 30, 2008, there were 23 non-ESOP investment options available through Principal Financial Group. The Plan uses the Principal Global Investors Money Market Separate Account as the short-term investment option for the ESOP component of the Plan to hold contributions until the ESOP Trustee can purchase Alion common stock. All ESOP component contributions and earnings (losses) are used to purchase shares of Alion common stock.

7

Loans to Participants — Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of the lesser of $50,000 or 50% of their vested account balance, subject to certain restrictions. A participant may have no more than two loans outstanding at any time. All loans are amortized over a period not to exceed five years, except for loans to purchase or construct a primary residence which are permitted to be repaid over a maximum of fifteen years. Participant loans are secured by the balance in the participant’s account and bear a reasonable rate of interest that provides a return commensurate with the prevailing interest rate charged on similar loans by persons in the business of lending money. Principal and interest are paid ratably through payroll deductions.

Payment of Benefits

Non-ESOP Component

For any event that may result in a distribution of benefits, a participant’s benefit is distributed in a single, lump sum payment in cash and is recorded when paid.

ESOP Component

Distributions from the ESOP component of the Plan are made in the form of shares of Alion common stock that must be immediately sold back to the Company.

The Company is legally obligated to repurchase shares of its common stock from terminating participants subject to specific rules regarding distributions.

Distribution of benefits as a result of retirement, death, and/or disability are paid in a single, lump sum cash payment or in substantially equal, annual cash payment installments not to exceed five years beginning on the earlier of:

a.	the first valuation of the Company’s common stock following the participant’s retirement, death, and/or disability, or
b.	one year after the end of the Plan year in which the participant’s death, disability or retirement occurs.

In general, distribution of benefits as a result of resignation, dismissal, or layoff are paid in a single, lump sum cash payment or in substantially equal, annual cash payment installments not to exceed five years beginning on the earlier of:

a.	the sixth Plan year following the participant’s resignation, dismissal, or layoff, or
b.	the first valuation of the Company’s common stock following the participant’s sixty-fifth birthday.

Special Price Protection — Initial participants who were 55 years of age or older as of December 31, 2002 and who requested a distribution at any time prior to January 1, 2008 due to death, disability, or separation from service on or after reaching age 60, have the right to require the Company to purchase the stock allocated to their accounts at a price per share that is equal to the greater of:

a.	$10.00, or
b.	the then-current fair market value of a share of the Company’s common stock.

The special price protection provisions only apply to shares of Company common stock purchased in December 2002.

8

	Diversification —Any participant who is at least age 55 with 10 or more years of participation in the Plan may elect to diversify a portion of his or her ESOP account to other investment options. In each of the first five years thereafter, a participant may diversify up to 25% of the shares allocated to his or her ESOP account, less any shares previously diversified. In the sixth year, the percentage increases to 50%. Years of participation in the Human Factors Applications, Inc. Profit Sharing & 401(k) Plan, Innovative Technology Solutions Corporation 401(k) Profit Sharing Plan and Trust, and John J. McMullen Associates, Inc. Employee Stock Ownership Plan are counted for purposes of diversification.
	Special Diversification — Beginning October 2007, and in the first quarter of each year thereafter, all participants hired by the Company on December 20, 2002, are permitted to diversify 10% of their ESOP account balance provided any such diversification does not violate any loan covenants in effect at the time. Participants hired after that date are eligible for this diversification feature following five years of service with the Company.
	Forfeitures — Effective October 1, 2003, non-vested account balances of terminated participants are used to reduce future Company contributions or to pay administrative expenses. Terminated employees forfeited $81,279 in ESOP account balances and $249,823 in non-ESOP account balances during the year ended September 30, 2008. The Company used these amounts to reduce future ESOP and non-ESOP contributions for 2008. Terminated employees forfeited $177,822 in ESOP account balances and $254,273 in non-ESOP account balances during the year ended September 30, 2007. The Company used these amounts to reduce future ESOP and non-ESOP contributions for 2007.
	Termination — Although it has not expressed any intent to do so, Alion has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to ERISA requirements. If the Company were to terminate the Plan, participants would become 100% vested in all Plan account balances. Alion would be required to obtain Internal Revenue Service (IRS) approval to terminate the Plan. Following IRS approval of the Plan’s termination, the Plan would distribute benefits in accordance with the Plan’s distribution provisions.
2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	Basis of Accounting and Use of Estimates — The accompanying financial statements are prepared on the accrual basis of accounting. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan Sponsor’s management to use estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from those estimates.
	Recently Issued Accounting Pronouncements — In September 2006, the Financial Accounting Standards Board issued Statement No. 157 (SFAS 157), “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 applies to other accounting pronouncements that require or permit fair value measurements (except leases), but does not require any new fair value measurements. SFAS 157 establishes a hierarchy to classify the inputs used in measuring fair value and requires disclosure of the level in the fair value hierarchy applicable to an entity’s fair value measurements. On February 12, 2008, the FASB deferred the effective date for nonfinancial assets and liabilities to fiscal years beginning after November 15, 2008. The Plan does not have any nonfinancial assets or liabilities.
	For the fiscal year beginning October 1, 2008, the Plan will be required to implement SFAS 157 for financial assets and liabilities, and for any other assets and liabilities carried at fair value in the financial statements. The Plan does not expect adopting SFAS 157 for financial assets and liabilities will have a material impact on its consolidated financial statements.
	Investment Valuation and Income Recognition — Shares of Alion common stock are valued semi-annually at March 31 and September 30. The estimated fair value of Alion common stock for all purposes under the Plan is determined by the ESOP Trustee based on information provided by an independent third party valuation firm. Quoted market prices are used to value the mutual funds. Participant loans are stated at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest is recorded on accrual basis.
	Administration of Plan Assets — The Plan’s assets, which consist of Alion common stock, mutual funds and a contribution receivable, are held by the ESOP Trustee, State Street Bank & Trust Company, and the record keeper and custodian of the non-ESOP component, Principal Financial Group. Certain administrative functions are performed by officers or employees of the Company who receive no compensation from the Plan. Administrative and trustee expenses are to be paid by the Plan. However, the Company may pay for administrative and trustee expenses at its own discretion. For the years ended September 30, 2008 and 2007, all administrative and trustee expenses were paid by the Company. The IRC requires the Plan to return excess contributions.

9

3.	INVESTMENTS
	The fair values of the investments representing five percent or more of the Plan’s net assets at September 30, 2008 or 2007 were as follows:

	September 30,
	2008			2007
Alion Science and Technology Corporation common stock	$	200,558,830		$	200,768,024
Principal Money Market Separate Acct		31,459,509			24,474,088
Principal International Growth Separate Acct		11,526,303			19,150,438
Total	$	243,544,642		$	244,392,550
The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value for the years ended September 30, 2008 and 2007 as follows:
	September 30,
	2008			2007
Mutual funds and pooled separate accounts	$	(32,505,065	)	$	23,352,284
Alion Science and Technology Corporation common stock		(8,615,946	)		(3,632,214	)
Net (depreciation) appreciation in fair market value of investments	$	(41,121,011	)	$	19,720,070
The Plan’s investment in Company common stock as of September 30, 2008 and 2007 has been delineated as follows:
	September 30,
	2008			2007
Alion Science and Technology Corporation common stock — number of shares		5,229,696			5,012,934
Cost	$	109,232,464		$	95,911,583
Fair value	$	200,558,830		$	200,768,024

4.	NON PARTICIPANT-DIRECTED INVESTMENTS
	Information about the net assets and the significant components of the changes in net assets relating to the non participant-directed investments as of September 30, 2008 and 2007 and for the years ended September 30, 2008 and 2007 is as follows:

	September 30,
	2008		2007
Net Assets — Alion Science and Technology Corporation common stock	$	200,558,830	$	200,768,024

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	September 30,
	2008			2007
Changes in Net Assets:
Contributions	$	14,681,254		$	16,923,695
Rollovers		156,340			410,906
Transfer between ESOP and Non-ESOP		(3,337,302	)		3,300,084
Interest		38,613			88,543
Net depreciation		(8,615,946	)		(3,632,214	)
Benefits paid to participants		(3,640,787	)		(29,471,105	)
	$	(717,828	)	$	(12,380,091	)

5.	FEDERAL INCOME TAX STATUS
	The IRS informed the Company by a letter dated August 9, 2005, that the Plan, as amended through the Ninth Amendment and related trusts are designed in accordance with applicable sections of the IRC. The Plan was amended and restated effective as of October 1, 2006. The Company filed an application with the IRS on January 30, 2007 to request a determination letter that the amended and restated Plan and related trusts are designed in accordance with applicable sections of the IRC. The Company and the Plan administrator believe that since the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC, no provision for income taxes is necessary.
6.	RELATED-PARTY TRANSACTIONS
	The Plan, through the ESOP Trust, holds Alion Science and Technology Corporation common stock. Alion Science and Technology Corporation is the employer and plan sponsor. Any transactions in its common stock qualify as party-in-interest transactions.
	The number of outstanding shares of Alion common stock as of September 30, 2008 was 5,229,696 valued at $200,558,830, while the number of outstanding shares of Alion common stock as of September 30, 2007 was 5,012,934 valued at $200,768,024.
	Certain Plan investments are shares of mutual funds provided through Principal which is the record keeper and custodian for the non-ESOP component of the Plan. Therefore, these transactions qualify as party-in-interest transactions.
	All investment fund earnings or losses posted to each Plan participant’s account are net of investment management fees charged by each investment fund under the Plan.
7.	RISKS AND UNCERTAINTIES
	The Plan provides for various investments in cash and cash equivalents, mutual funds, and Alion common stock. In general, such investment securities are exposed to various risks, such as significant world events, interest rate, credit, and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.

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8.	PLAN AMENDMENTS
	No amendments were adopted during the plan year ending September 30, 2008.
	Two Plan amendments were adopted during the plan year ending September 30, 2007, referenced as amendments numbers one and two. Plan amendment number one was adopted to: 1) allow new hires and rehires as well as current employees of the Company to make semi-annual investments in the ESOP component of the Plan; 2) allow notices and elections required under the Plan to be provided using an electronic format; 3) clarify the application of the joint and survivor annuity payment to former JJMA ESOP participants; and 4) add special provisions related to balances of former participants of the Administaff (Washington Consulting, Inc.) 401(k) plan that were merged into the Plan. Plan amendment number two was adopted to add special provisions related to balances of former participants of the Carmel Applied Technologies, Inc. Profit Sharing 401(k) plan that were transferred to the Plan.
9.	ACQUISITION, PLAN MERGER, AND ASSET TRANSFER
	The Company acquired Carmel Applied Technologies, Inc. on February 25, 2005. In October 2007, a total of $333,849 in cash was transferred from the Carmel Applied Technologies, Inc. Profit Sharing 401(k) Plan, a single-employer defined contribution plan, into the Plan. Employees of Carmel Applied Technologies, Inc. on February 25, 2005 who became employees of the Company on February 26, 2005 received credit for their service with Carmel Applied Technologies, Inc. with respect to Company retirement plan and matching contributions, as well as vesting.

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ALION SCIENCE AND TECHNOLOGY CORPORATION
EMPLOYEE OWNERSHIP, SAVINGS AND INVESTMENT PLAN

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
September 30, 2008

(a)			(b)	(c)	(d)			(e)
				Description of
				investments,
				including maturity
			Identity of	date, rate
			issuer/borrower,	of interest, collateral,				Current
Notes			lessor, or similar party	par, or maturity value	Cost			value
	(1	)	Principal Money Market Separate Acct — ESOP	Pooled separate account	$	(2	)	$	2,667,593
	(1	)	Alion Science and Technology Corporation	Common stock, 5,229,696 shares		109,232,464			200,558,830
			Plan Non-ESOP Mutual Funds and Pooled Separate Accounts Provided through Principal:
	(1	)	Principal Money Market Separate Acct	Pooled separate account		(2	)		31,459,509
	(1	)	Principal Bond and Mortgage Separate Acct	Pooled separate account		(2	)		8,129,187
	(1	)	Principal Lifetime Strategic Income Separate Acct	Pooled separate account		(2	)		1,052,616
	(1	)	Principal Lifetime 2010 Separate Acct	Pooled separate account		(2	)		5,531,014
	(1	)	Principal Lifetime 2020 Separate Acct	Pooled separate account		(2	)		7,401,590
	(1	)	Principal Lifetime 2030 Separate Acct	Pooled separate account		(2	)		3,028,351
	(1	)	Principal Lifetime 2040 Separate Acct	Pooled separate account		(2	)		2,307,173
	(1	)	Principal Lifetime 2050 Separate Acct	Pooled separate account		(2	)		358,527
	(1	)	AllianceBernstein Large Cap Value Separate Acct	Pooled separate account		(2	)		5,028,077
	(1	)	Goldman Sachs Large Cap Blend I Separate Acct	Pooled separate account		(2	)		5,739,875
	(1	)	Principal Disciplined Large Cap Blend Sep Acct	Pooled separate account		(2	)		6,495,272
	(1	)	Principal Large Cap Stock Index Separate Acct	Pooled separate account		(2	)		4,642,780
	(1	)	Principal Medium Company Blend Separate Acct	Pooled separate account		(2	)		5,852,833
	(1	)	Principal Real Estate Securities Separate Acct	Pooled separate account		(2	)		726,187
	(1	)	Principal International Growth Separate Acct	Pooled separate account		(2	)		11,526,303
	(1	)	Fidelity Capital & Income Fund	Mutual fund		(2	)		4,908,466
	(1	)	American Funds Growth Fund of America R4	Mutual fund		(2	)		11,573,411
	(1	)	Fidelity Contrafund	Mutual fund		(2	)		10,123,696
	(1	)	Goldman Sachs Large Cap Value A	Mutual fund		(2	)		748,382
	(1	)	Goldman Sachs Mid Cap Value A	Mutual fund		(2	)		2,323,859
	(1	)	Oppenheimer Main Street Small Cap Y	Mutual fund		(2	)		5,593,277
	(1	)	Thornburg Core Growth R5	Mutual fund		(2	)		6,123,396
	(1	)	AllianceBernstein International Value A	Mutual fund		(2	)		1,810,348
			Participant loans	336 loans (interest rates from 4.00% to 8.25%)		—			2,200,705
								$	347,911,257

(1)	Represents party-in-interest.
(2)	Cost information omitted for participant-directed investments

See report of registered independent pubic accounting firm.

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SIGNATURES

     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE ALION SCIENCE AND TECHNOLOGY CORPORATION EMPLOYEE OWNERSHIP, SAVINGS AND INVESTMENT PLAN
	By: /s/ Michael J. Alber
Date: March 27, 2009
	Name: Michael J. Alber
	Title: Principal Financial Officer

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