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ATI INC

For the period ended Jun 29, 2025. Filed Jul 31, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 29, 2025 · Filed Jul 31, 2025

ATI$175.79+4.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-30; filed 2025-05-01.

0001628280-25-021463

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-29; filed 2025-07-31.

0001628280-25-036963

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 58 previous paragraphs and 90 current paragraphs.

25 unchanged; 22 reworded; 39 added; 11 removed; 0 previous and 4 current paragraphs rearranged.

Tables are not compared: 10 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (39)

Current report

Second quarter 2025 sales increased 4% to $1.14 billion, compared to $1.10 billion of sales for the second quarter 2024, primarily due to increased demand for commercial jet engines, partially offset by a decline in sales for commercial airframes. In aggregate, ATI’s aerospace & defense market sales increased 11% to $762 million, or 67% of total sales in the second quarter 2025, compared to $684 million, or 62% of total sales in the second quarter 2024. The increase in aerospace & defense market sales was partially offset by sales declines of 37% to the medical market and 17% to the specialty energy market.

Current report

Sales for the year-to-date period ended June 29, 2025 increased 7% to $2.28 billion, compared to sales of $2.14 billion for the comparable 2024 period. The increase in sales was primarily due to a 17% increase in the aerospace & defense markets, driven by higher demand for commercial jet engines. The increase was partially offset by a 20% decline in sales to our other core markets, including declines of 33% and 14% in sales to the medical and specialty energy markets, respectively.

Current report

Gross profit for the second quarter of 2025 was $242.5 million, or 21.3% of sales, compared to $227.4 million, or 20.8% of sales for the second quarter 2024. Second quarter 2025 gross profit includes a benefit of $7.0 million related to the recognition of previously deferred employee retention tax credits, of which $4.4 million related to the HPMC segment and $2.6 million related to the AA&S segment. Second quarter 2025 gross profit also includes $7.1 million of start-up and transaction related costs, which are excluded from Adjusted EBITDA. Second quarter 2024 gross profit includes a benefit of $8.6 million related to the recognition of previously deferred employee retention tax credits, of which $3.5 million related to the HPMC segment and $5.1 million related to the AA&S segment. Second quarter 2024 gross profit also includes $5.5 million of charges for inventory write-downs related to our European restructuring and $1.8 million of start-up related costs, which are excluded from Adjusted EBITDA.

Current report

Our gross profit was $478.3 million, or 20.9% of sales, for the year-to-date period ended June 29, 2025, compared to $424.8 million, or 19.9% of sales for the year-to-date period ended June 30, 2024. Year-to-date 2025 gross profit includes a benefit of $7.2 million related to the recognition of previously deferred employee retention tax credits, of which $4.4 million of related to the HPMC segment and $2.8 million related to the AA&S segment. Year-to-date 2025 gross profit also includes start-up and transaction related costs of $11.1 million, which are excluded from Adjusted EBITDA. Year-to-date 2024 gross profit includes a benefit of $8.6 million related to the recognition of previously deferred employee retention tax credits, of which $3.5 million related to the HPMC segment and $5.1 million related to the AA&S segment. Year-to-date 2024 gross profit also includes $5.5 million of charges for inventory write-downs related to our European restructuring and $4.7 million of start-up related costs, which are excluded from Adjusted EBITDA.

Current report

Selling and administrative expenses for the second quarter 2025 were $82.8 million, a decline of 7% compared to $88.9 million for the second quarter 2024. The decrease was primarily due to lower incentive compensation costs and foreign exchange gains, partially offset by higher research and development expenses. Second quarter 2025 includes $1.6 million of losses on the sale of customer accounts receivable, which are excluded from Adjusted EBITDA.

Current report

Selling and administrative expenses for the year-to-date 2025 period were $167.8 million, a decline of 2% compared to $170.9 million for the second quarter 2024. The decrease was primarily due to lower incentive compensation costs and foreign exchange gains, partially offset by higher research and development expenses. Year-to-date 2025 includes $3.2 million of losses on the sale of customer accounts receivable, which are excluded from Adjusted EBITDA.

Current report

Restructuring charges were a credit for the second quarters of 2025 and 2024 of $1.3 million and $1.9 million, respectively, due to a reduction in severance-related reserves based on revised workforce reduction estimates.

Current report

Restructuring charges were a credit for the year-to-date periods ended June 29, 2025 and June 30, 2024 of $1.3 million and $1.7 million, respectively, due to a reduction in severance-related reserves based on revised workforce reduction estimates.

Current report

The year-to-date 2025 loss on asset sales and sales of businesses of $3.9 million was mostly comprised of a $3.7 million loss for the sale of certain immaterial, non-core operations in Birmingham, UK and Dusseldorf, Germany, which were part of our European business in the HPMC Segment.

Current report

Gains on asset sales and sales of businesses of $2.2 million for both the second quarter and year-to-date 2024 were mostly comprised of a $2.3 million gain on the sale of our idled Houston, PA facility.

Current report

Interest expense, net decreased to $25.4 million in the second quarter of 2025 compared to $28.4 million in the second quarter of 2024. Capitalized interest reduced interest expense by $2.1 million in the second quarter 2025 and $1.9 million in the second quarter 2024. In addition, interest expense, net in the year-to-date period ended June 29, 2025 decreased to $48.4 million compared to $55.0 million in the year-to-date period ended June 30, 2024. For the year-to-date periods ended June 29, 2025 and June 30, 2024, capitalized interest was $5.2 million and $5.9 million, respectively. The decrease in interest expense, net in both the quarter and year-to-date periods was primarily due to the redemption of the 2025 Convertible Notes in the third quarter of 2024.

Current report

Our effective tax rate for the second quarter of 2025 was 22.0%, resulting in an income tax provision of $29.3 million, and our effective tax rate for the second quarter of 2024 was 22.8%, resulting in an income tax provision of $25.3 million. The effective tax rate for the second quarter of 2025 includes discrete tax expense of $0.6 million. The effective tax rate for the second quarter of 2024 includes discrete tax benefits of $1.6 million, which includes the recognition of a stranded deferred tax valuation allowance in accumulated other comprehensive loss due to the maturity of our interest rate swap. Excluding the discrete tax items, the Company’s effective tax rate for the second quarter of 2025 and 2024 was 21.5% and 24.2%, respectively. The decline in the effective tax rate was primarily due to deductions previously limited by net operating losses.

Current report

Our effective tax rate for the year-to-date period ended June 29, 2025 was 19.7%, resulting in an income tax provision of $50.3 million. Our effective tax rate for the year-to-date period ended June 30, 2024 was 21.5%, resulting in an income tax provision of $42.2 million. The effective tax rate for the year-to-date period ended June 29, 2025 includes discrete tax benefits of $4.5 million, inclusive of $4.1 million for share-based compensation. The effective tax rate for the year-to-date period ended June 30, 2024 includes discrete tax benefits of $4.7 million, inclusive of $3.2 million for share-based compensation as well as the impact from the recognition of a stranded deferred tax valuation allowance in accumulated other comprehensive loss due to the maturity of our interest rate swap. Excluding the discrete tax items, the Company’s effective tax rate for the sear-to-date periods ended June 29, 2025 and June 30, 2024 was 21.5% and 23.9%, respectively. The decline in the effective tax rate was primarily due to deductions previously limited by net operating losses.

Current report

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, which includes permanent extensions of most expiring Tax Cuts and Jobs Act provisions and international tax changes. Pursuant to ASC 740, Income Taxes, the effects of changes in tax law are recognized in the period of enactment. The Company is still evaluating the potential impacts of the OBBBA; however, the Company does not anticipate it will have a material impact on the Company’s financial statements.

Current report

Net income attributable to ATI was $100.7 million, or $0.70 per share, in the second quarter of 2025, compared to $81.9 million, or $0.58 per share, for the second quarter of 2024.

Current report

Net income attributable to ATI was $197.7 million, or $1.38 per share, in the year-to-date period ended June 29, 2025, compared to a net income attributable to ATI of $148.0 million, or $1.04 per share, for the prior year period.

Current report

Comparative financial information (in millions) for our segments and corporate operations for the quarters and year-to-date periods ended June 29, 2025 and June 30, 2024 is shown below.

Current report

Second quarter 2025 sales were $608.8 million, an increase of $46.8 million, or 8%, compared to the second quarter 2024, which included a negative impact of $30 million due to the first quarter 2025 disposition of certain non-core operations in Europe. Overall, the sales increase in second quarter 2025 compared to second quarter 2024 was primarily due to an $81.2 million, or 17%, increase in sales to the aerospace & defense market. The increase in aerospace & defense sales was primarily driven by an $87.8 million, or 26%, increase in commercial jet engine sales, partially offset by a $16.4 million, or 18%, decrease in sales of commercial airframes, which included the impact of inventory destocking by current customers. Sales were also lower to the medical and specialty energy markets.

Current report

Sales for the year-to-date period ended June 29, 2025 were$1,192.9 million, an increase of $101.0 million, or 9%, compared to the year-to-date period ended June 30, 2024, which included a negative impact of $67 million due to the first quarter 2025 disposition of certain non-core operations in Europe. Sales to the aerospace & defense market increased $176.1 million, or 19%, primarily due to higher commercial jet engine sales of $188.2 million, or 30%, partially offset by a decline in sales of commercial airframes of $20.3 million, or 11%, which included the impact of inventory destocking by current customers. Sales were also lower to the medical, industrial, and specialty energy markets.

Current report

International sales represented 44% of total segment sales for the first half of 2025. Comparative information for the HPMC segment’s major product categories, based on their percentages of revenue for theyear-to-date periods ended June 29, 2025 and June 30, 2024, is as follows:

Current report

Segment EBITDA in the first half of 2025 increased to $275.0 million, or 23.1% of total sales, compared to $211.4 million, or 19.4% of total sales, for the first half of 2024. The increase in segment EBITDA, as a percentage of sales, was primarily due to higher sales and favorable pricing of nickel-based and specialty alloys. Results in the first half of 2025 and 2024 included benefits of $4.4 million and $3.5 million, respectively, from the recognition of previously deferred employee retention tax credits.

Current report

Second quarter 2025 sales of $531.6 million were relatively flat compared to the second quarter 2024, decreasing $1.7 million. Sales to the aerospace & defense market declined by $3.3 million, or 2%, as stronger demand for commercial jet engines was offset by a decline in sales of defense related applications. Sales to our other core markets also declined by $5.6 million, or 5%, primarily due to lower demand in the specialty energy and medical markets. These decreases were partially offset by an increase of $7.2 million, or 4%, in the industrial markets, primarily due to higher sales to the conventional energy market.

Current report

Segment EBITDA was $76.7 million, or 14.4% of sales, for the second quarter 2025, compared to segment EBITDA of $87.5 million, or 16.4% of sales, for the second quarter 2024. The margin decrease compared to the prior year was primarily due to sales mix changes and unfavorable manufacturing cost absorption. Further, second quarter 2025 included a $2.6 million benefit from the recognition of previously deferred employee retention tax credits compared to $5.1 million of such benefits in the second quarter 2024.

Current report

Sales for the first half of 2025 were $1,091.9 million, an increase of $45.6 million or 4% compared to the first half of 2024. Sales to the aerospace & defense market increased by $40.5 million, or 11%, while sales to industrial markets increased $19.4 million, or 5%, driven by demand in the conventional energy market. These increases were partially offset by a decline in sales to our other core markets of $14.3 million, or 6%, primarily due to the electronics and specialty energy market.

Current report

Segment EBITDA was $160.1 million, or 14.7% of sales, in the first half of 2025, compared to segment EBITDA of $159.3 million, or 15.2% of sales, for the second quarter 2024. The margin decrease compared to the prior year was primarily due to sales mix changes, unfavorable manufacturing cost absorption and higher operating costs, which offset the benefit of higher sales volumes. In addition, results in the first half of 2025 include a benefit of $2.8 million from the recognition of previously deferred employee retention tax credits anda benefit of $2.6 million due to a customer recovery for previously reserved accounts receivable. The first half of 2024 includes a benefit of $5.1 million from the recognition of previously deferred employee retention tax credits.

Current report

Corporate expenses for the second quarter of 2025 were $15.4 million, compared to $19.4 million for the second quarter 2024. For the year-to-date period ended June 29, 2025, corporate expenses were $32.8 million, compared to $36.5 million for the year-to-date period ended June 30, 2024. The decrease in corporate expenses for the quarter and year-to-date periods ended June 29, 2025 was primarily due to lower incentive compensation costs.

Current report

Closed operations and other income/expense for the second quarter 2025 was income of $2.4 million, compared to income of $0.7 million for the second quarter 2024. For the year-to-date period ended June 29, 2025, closed operations and other income/expense offset, compared to expense of $0.6 million for the year-to-date period ended June 30, 2024. Closed operations and other income/expense for the quarter and year-to-date periods ended June 29, 2025 benefited from foreign exchange gains and a favorable bankruptcy settlement related to an insurance claim.

Current report

(a)Restructuring and other charges of $7.4 million for the second quarter of 2025 include $7.1 millionof start-up and transaction related costs, which are included within cost of sales on the consolidated statements of operations, and$1.6 million for losses on sale of accounts receivable, which are included in selling and administrative expenses on the consolidated statement of operations. These charges were partially offset by credits of $1.3 million due to a reduction in severance-related reserves for a previous restructuring in the AA&S segment. Restructuring and other charges of $5.4 million for the second quarter of 2024 include $5.5 million of inventory write-downs related to our European restructuring and $1.8 million of start-up costs, both of which are included within cost of sales on the consolidated statements of operations. These charges were partially offset by credits of $1.9 million primarily due to a reduction in severance-related reserves. Restructuring and other charges of $13.0 million for the year-to-date period ended June 29, 2025 include $11.1 million of start-up and transaction related costs, which are included within cost of sales on the consolidated statements of operations, and $3.2 million for losses on sale of accounts receivable, which are included in selling and administrative expenses on the consolidated statement of operations. These charges were partially offset by credits of $1.3 million due to a reduction in severance-related reserves for a previous restructuring in the AA&S segment. Restructuring and other charges of $8.5 million for the year-to-date period ended June 30, 2024 include $5.5 million of inventory write-downs related to our European restructuring and $4.7 million of start-up costs, both of which are included within cost of sales on the consolidated statements of operations. These charges were partially offset by credits of 1.7 million primarily due to a reduction in severance-related reserves.

Current report

(b)Loss on sales of businesses of $3.7 million for the year-to-date period ended June 29, 2025 includes the sale of certain non-core European operations from the HPMC segment.
Removed paragraphs (11)

Previous report

First quarter 2025 sales increased 9.7% to $1.14 billion, compared to $1.04 billion of sales for the first quarter 2024, as increases in sales to the aerospace & defense and industrial markets were offset by softness in the specialty energy, medical and electronics markets. The increase in the aerospace & defense market was primarily a result of increases in commercial jet engines sales. Total aerospace & defense sales were $754.4 million, or 66% of total sales for the first quarter 2025, compared to $615.7 million, or 59% of total sales for the first quarter 2024. Gross profit for the first quarter of 2025 was $235.8 million, or 20.6% of sales, compared to $197.4 million, or 18.9% of sales for the first quarter 2024. First quarter 2025 gross profit includes restructuring and other charges consisting of $4.0 million of start-up and transaction related costs, and $1.6 millionof losses on the sale of accounts receivables. First quarter 2024 gross profit includes $2.9 million of start-up costs. These restructuring and other charges were excluded from segment EBITDA.

Previous report

Restructuring charges for the first quarter of 2024 were $0.2 million, primarily for the involuntary termination of several employees in ATI’s domestic operations. In addition, interest expense decreased to $23.0 million in the first quarter of 2025 compared to $26.6 million in the first quarter of 2024, primarily as a result of the redemption of the 2025 Convertible Notes in the third quarter of 2024.

Previous report

Our pre-tax income was $121.5 million in the first quarter 2025, compared to $85.3 million in the prior year period. Our effective tax rate was 17.3%, resulting in an income tax provision of $21.0 million for the first quarter of 2025. Our effective tax rate was 19.8%, resulting in an income tax provision of $16.9 million for the first quarter of 2024. Net income attributable to ATI was $97.0 million, or $0.67 per share, in the first quarter of 2025, compared to $66.1 million, or $0.46 per share, for the first quarter of 2024.

Previous report

Sales increased 10% in the first quarter of 2025, compared to the first quarter of 2024, primarily due to increased demand in the aerospace & defense market. In aggregate, ATI’s aerospace & defense market sales increased 23% to $754 million in the first quarter 2025, compared to $616 million the first quarter 2024, reflecting a 25% increase in commercial aerospace and an 11% increase in defense products. These increases were partially offset by declines in other core markets of 28% in medical, 25% in electronics, and 10% in specialty energy.

Previous report

First quarter 2025 sales were $584.1 million, an increase of 10% compared to the first quarter 2024, primarily due to a 21% increase in sales to the aerospace & defense market. The increase in aerospace & defense sales was primarily due to increases in commercial jet engine sales of 34%, partially offset by declines in commercial airframe and defense sales of 5% and 3%, respectively. Overall aerospace & defense market sales were 92% of total HPMC sales in the first quarter of 2025.

Previous report

First quarter 2025 sales were $560.3 million, an increase of 9% compared to the first quarter 2024, primarily due a 25% increase in sales of aerospace & defense products and a 21% increase in sales to the conventional energy market. These increases were partially offset by a 24% decrease in sales to the electronics market.

Previous report

Segment EBITDA was $83.4 million, or 14.9% of sales, for the first quarter 2025, compared to segment EBITDA of $71.8 million, or 14.0% of sales, for the first quarter 2024. The margin increase compared to the prior year was primarily due to higher sales and a favorable sales mix on higher demand for nickel-based alloys. First quarter 2025 also included a benefit of $2.6 million due to a customer recovery for previously reserved accounts receivable.

Previous report

Corporate expenses for the first quarter of 2025 were $17.4 million, compared to $17.1 million for the first quarter 2024. Closed operations and other expense for the first quarter 2025 was $2.4 million, compared to $1.3 million for the first quarter 2024.

Previous report

Interest expense, net of interest income, in the first quarter 2025 decreased to $23.0 million, compared to $26.6 million for the first quarter 2024, due to the conversion of the 2025 Convertible Notes during the third quarter 2024. Capitalized interest reduced interest expense by $3.1 million in the first quarter 2025 and $4.0 million in the first quarter 2024.

Previous report

Restructuring and other charges of $5.6 million for the first quarter of 2025 include $4.0 millionof start-up and transaction related costs, and$1.6 million for losses on sale of accounts receivables. Restructuring and other charges of $3.1 million for the first quarter of 2024 include $2.9 million of start-up costs and $0.2 million of restructuring costs. Start up and transaction related costs are included within cost of sales in the consolidated statements of operations. These restructuring and other charges were excluded from segment EBITDA. Cash payments associated with prior restructuring programs were $1.7 million in the first quarter of 2025. Of the $6.8 million of remaining reserves associated with these restructuring actions as of March 30, 2025, all are expected to be paid within the next year.

Previous report

Our effective tax rate was 17.3%, resulting in an income tax provision of $21.0 million for the quarter ended March 30, 2025. Our effective tax rate was 19.8%, resulting in an income tax provision of $16.9 million for the quarter ended March 31, 2024. The effective tax rate for the quarterly periods ended March 30, 2025 and March 31, 2024 included discrete tax benefits of $5.1 million and $3.0 million, respectively, primarily for share-based compensation in. Excluding discrete tax benefits, the Company’s operating tax rates for the quarters ended March 30, 2025 and March 31, 2024 were 21.5% and 23.3%, respectively.
Reworded paragraphs (22)

Previous wording

ATI is a global manufacturer of technically advanced specialty materials and complex components. Our largest market is aerospace & defense, representing 66% of sales for the quarter ended March 30, 2025, led by products for jet engines and airframes. Additionally, we have a strong presence in the specialty energy, medical and electronics markets. In aggregate, these markets represented 77% of our sales for the quarter ended March 30, 2025. ATI is a market leader in manufacturing differentiated products that require our materials science capabilities and unique process technologies, including our new product development competence. Our capabilities range from cast/wrought and powder alloy development to final production of highly engineered finished components, including those used in latest generation jet engines and 3D-printed aerospace products.

Current wording

ATI is a global manufacturer of technically advanced specialty materials and complex components. Our largest market is aerospace & defense, representing 66% of sales for the year-to-date period ended June 29, 2025, led by products for jet engines and airframes. Additionally, we have a strong presence in the specialty energy, medical and electronics markets. In aggregate, these markets represented 79% of our sales for theyear-to-date period ended June 29, 2025. ATI is a market leader in manufacturing differentiated products that require our materials science capabilities and unique process technologies, including our new product development competence. Our capabilities range from cast/wrought and powder alloy development to final production of highly engineered finished components, including those used in latest generation jet engines and 3D-printed aerospace products.

Previous wording

Comparative information regarding our overall revenues (in millions) by end market and their respective percentages of total revenues for the quarters ended March 30, 2025 and March 31, 2024 is shown below.

Current wording

Comparative information regarding our overall revenues (in millions) by end market and their respective percentages of total revenues for the quarters and year-to-date periods ended June 29, 2025 and June 30, 2024 is shown below.

Previous wording

For the first quarter 2025, international sales increased to $501 million, or 44% of total sales, from $471 million, or 45% of total sales, in the first quarter 2024. ATI’s international sales are mostly to our core end markets.

Current wording

For the second quarter 2025, international sales increased to $490 million, or 43% of total sales, from $457 million, or 42% of total sales, in the second quarter 2024. ATI’s international sales are mostly to our core end markets.

Previous wording

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).

Current wording

(a)The Company’s Chief Operating Decision Maker (“CODM”) utilizes the Segment EBITDA as a key metric to evaluate segment performance. 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, unallocated corporate expenses, closed operations and other income (expense). See Note 11 for the reconciliation of Segment EBITDA to Income before taxes.

Previous wording

International sales represented 46% of total segment sales for the first quarter 2025, compared to 55% in the prior year period. Comparative information for the HPMC segment’s major product categories, based on their percentages of revenue for the quarters ended March 30, 2025 and March 31, 2024, is as follows:

Current wording

International sales represented 43% of total segment sales for the second quarter 2025, compared to 52% in the prior year period. Comparative information for the HPMC segment’s major product categories, based on their percentages of revenue for the quarters ended June 29, 2025 and June 30, 2024, is as follows:

Previous wording

Segment EBITDA in the first quarter 2025 was $131.0 million, or 22.4% of total sales, compared to $97.6 million, or 18.4% of total sales, for the first quarter 2024. The increase in segment EBITDA, as a percentage of sales, was primarily due to higher sales and improved sales mix as well as favorable pricing.

Current wording

Segment EBITDA in the second quarter 2025 was $144.0 million, or 23.7% of total sales, compared to $113.8 million, or 20.2% of total sales, for the second quarter 2024. The increase in segment EBITDA, as a percentage of sales, was primarily due to higher sales and favorable pricing of nickel-based and specialty alloys. Results in the second quarter of 2025 and 2024 included benefits of $4.4 million and $3.5 million, respectively, from the recognition of previously deferred employee retention tax credits.

Previous wording

The Company’s investments to increase capacity and focus on continuous improvement are driving improvements to our work-flow processes and operations. HPMC results for first quarter 2025 reflected year-over-year improved operating leverage and pricing as we continued to experience increasing demand from the aerospace & defense market. Although macro risks and uncertainty increased during the latter part of the first quarter, we believe our capabilities, strong backlog and long-term agreements (“LTAs”) with aerospace market OEMs for our specialty materials, including powders, parts and components, position the HPMC segment for profitable growth for the next several years. ATI has prepared for the potential risks of tariffs for many years and we have taken actions to minimize the impact of these tariffs in our contracts and supply chains. While we expect continued, near-term challenges, we believe the backlog of commercial aircraft production, increasing requirements for maintenance, repair, and operations, and the current OEM production forecasts support our long-term growth expectations in this end market.

Current wording

The Company’s investments to increase capacity and focus on continuous improvement are driving improvements to our work-flow processes and operations. HPMC results for 2025 reflected year-over-year improved operating leverage and pricing as we continued to experience increasing demand from the aerospace & defense market, especially for commercial jet engines. Although macro risks and uncertainty continue, we believe our capabilities, strong backlog and long-term agreements (“LTAs”) with aerospace market OEMs for our specialty materials, including powders, parts and components, position the HPMC segment for profitable growth for the next several years. ATI has prepared for the potential risks of tariffs for many years, and we have taken actions to minimize the impact of these tariffs in our contracts and supply chains. While we expect continued, near-term challenges, we believe the backlog of commercial aircraft production, increasing requirements for maintenance, repair, and operations, and the current OEM production forecasts support our long-term growth expectations in this end market.

Previous wording

International sales represented 42% of total segment sales for the first quarter of 2025, compared to 36% in the prior year’s first quarter. Comparative information regarding the AA&S segment’s major product categories, based on their percentages of revenue for the quarters ended March 30, 2025 and March 31, 2024, is presented in the following table. HRPF conversion service sales are excluded from this presentation.

Current wording

International sales represented 44% of total segment sales for the second quarter of 2025, compared to 31% in the prior year’s second quarter. Comparative information regarding the AA&S segment’s major product categories, based on their percentages of revenue for the quarters ended June 29, 2025 and June 30, 2024, is presented in the following table. HRPF conversion service sales are excluded from this presentation.

Previous wording

While our margin declined sequentially from the fourth quarter 2024, that quarter included a net benefit of $4.9 million due to the Advanced Manufacturing Production Credit and a customer commercial negotiation. We continue to expect to see margin expansion through improved sales mix and improved operating performance, which was demonstrated by our year-over-year margin expansion. We are also closely monitoring macro risks and uncertainty and have taken actions to minimize the impact of tariffs in our contracts and supply chains.

Current wording

While our margins for the AA&S segment declined on a year-over-year basis, we expect to see margin expansion in the second half of 2025 through improved sales mix and improved operating performance. We are also closely monitoring macro risks and uncertainty, and have taken actions to minimize the impact of tariffs in our contracts and supply chains.

Previous wording

At March 30, 2025, Managed working capital increased as a percentage of annualized sales to 35.9% compared to 30.9% at December 29, 2024. The increase in Managed working capital as a percentage of annualized sales was primarily due to seasonal inventory builds and the timing of shipments and vendor payments in the quarter. Days sales outstanding, which measures actual collection timing for accounts receivable, worsened by 21% as of March 30, 2025 compared to year end 2024. Gross inventory turns, which measures how many times we turn over our inventory relative to cost of sales in a year, worsened by 4% as of March 30, 2025 compared to year end 2024.

Current wording

At June 29, 2025, Managed working capital increased as a percentage of annualized sales to 36.5% compared to 30.9% at December 29, 2024. The increase in Managed working capital as a percentage of annualized sales was primarily due to seasonal inventory builds and the timing of shipments, which impacts days sales outstanding, and vendor payments in the quarter. Days sales outstanding, which measures actual collection timing for accounts receivable, worsened by 14% as of June 29, 2025 compared to year end 2024. Gross inventory turns, which measures how many times we turn over our inventory relative to cost of sales in a year, worsened by 8% as of June 29, 2025 compared to year end 2024.

Previous wording

We have an Asset Based Lending (ABL) Credit Facility, which is collateralized by the accounts receivable and inventory of our operations. The ABL facility also provides us with the option of including certain machinery and equipment as additional collateral for purposes of determining availability under the facility. The ABL facility, which matures in September 2027, includes a $600 million revolving credit facility, a letter of credit sub-facility of up to $200 million, a $200 million term loan (Term Loan), and a swing loan facility of up to $60 million.

Current wording

On June 13, 2025, we amended our Asset Based Lending (ABL) Credit Facility, which is collateralized by the accounts receivable and inventory of our operations. As amended, the ABL facility also provides us with the option of including certain machinery and equipment as additional collateral for purposes of determining availability under the facility. This amendment extended the ABL facility through June 2030. The amended ABL includes a $600 million revolving credit facility, a letter of credit sub-facility of up to $200 million, a $200 million term loan (Term Loan), and a swing loan facility of up to $60 million. Additionally, the amendment gives the Company the ability, through June 13, 2026 and as long as no default or event of default has occurred and is continuing, to borrow an additional term loan of up to $100 million in total, using one or two draws (the Delayed-Draw Term Loan).

Previous wording

As of March 30, 2025, there were no outstanding borrowings under the revolving portion of the ABL facility, and $30.5 million was utilized to support the issuance of letters of credit. At March 30, 2025, we had $476 million of cash and cash equivalents, and available additional liquidity under the ABL facility of approximately $537 million. Our next significant debt maturity are the 6.95% Debentures due 2025 issued by our wholly owned subsidiary, Allegheny Ludlum LLC.s in the fourth quarter of this year.

Current wording

As of June 29, 2025, there were no outstanding borrowings under the revolving portion of the ABL facility, and $29.4 million was utilized to support the issuance of letters of credit. At June 29, 2025, we had $319.6 million of cash and cash equivalents, available additional liquidity under the ABL facility of approximately $570 million, and up to $100 million of availability under the Delayed-Draw Term Loan. Our next significant debt maturity is in the fourth quarter of this year and relates to the 6.95% Debentures due 2025 issued by our wholly owned subsidiary, Allegheny Ludlum LLC.

Previous wording

Periodically, our Board of Directors authorizes the repurchase of ATI common stock (the “Share Repurchase Program”), the most recent of which was $700 million that was announced in September 2024. Repurchases under these programs are made in the open market or in privately negotiated transactions, with the amount and timing of repurchases depending on market conditions and corporate needs. Open market repurchases are structured to occur within the pricing and volume requirements of SEC Rule 10b-18. In the quarter ended March 30, 2025, ATI used $70.0 million to repurchase 1.2 million of its common stock under the Share Repurchase Program. In the quarter ended March 31, 2024, ATI used $150.0 million to repurchase 3.4 million shares of its common stock under the Share Repurchase Program. At March 30, 2025, ATI has utilized $180 million of the $700 million currently authorized under the Share Repurchase Program.

Current wording

Periodically, our Board of Directors authorizes the repurchase of ATI common stock (the “Share Repurchase Program”), the most recent of which was $700 million that was announced in September 2024. Repurchases under these programs are made in the open market or in privately negotiated transactions, with the amount and timing of repurchases depending on market conditions and corporate needs. Open market repurchases are structured to occur within the pricing and volume requirements of SEC Rule 10b-18. In the quarter and year-to-date period ended June 29, 2025, ATI used $250 million and $320 million, respectively, to repurchase 3.2 million and 4.4 million, respectively, of its common stock under the Share Repurchase Program. At June 29, 2025, the Company has utilized $430 million of the $700 million currently authorized under the Share Repurchase Program. In the year-to-date period ended June 30, 2024, ATI used $150.0 million to repurchase 3.4 million shares of its common stock under the Share Repurchase Program.

Previous wording

In managing our overall capital structure, we focus on the ratio of net debt to Adjusted EBITDA, which we use as a measure of our ability to repay our incurred debt. We define net debt as the total principal balance of our outstanding indebtedness excluding deferred financing costs, net of cash, at the balance sheet date. See above for our definition of Adjusted EBITDA, which is a non-GAAP measures and is not intended to represent, and should not be considered more meaningful than, or as an alternative to, a measure of operating performance as determined in accordance with U.S. GAAP. Our ratio of net debt to Adjusted EBITDA (Adjusted EBITDA Leverage Ratio) measures net debt at the balance sheet date to Adjusted EBITDA as calculated on the trailing twelve-month period from this balance sheet date.

Current wording

In managing our overall capital structure, we focus on the ratio of net debt to Adjusted EBITDA, which we use as a measure of our ability to repay our incurred debt. We define net debt as the total principal balance of our outstanding indebtedness excluding deferred financing costs, net of cash, at the balance sheet date. See above for our definition of Adjusted EBITDA, which is a non-GAAP measure and is not intended to represent, and should not be considered more meaningful than, or as an alternative to, a measure of operating performance as determined in accordance with U.S. GAAP. Our ratio of net debt to Adjusted EBITDA (Adjusted EBITDA Leverage Ratio) measures net debt at the balance sheet date to Adjusted EBITDA as calculated on the trailing twelve-month period from this balance sheet date.

Previous wording

Our Total Debt to Adjusted EBITDA Leverage ratio improved in the first quarter of 2025 compared to year end 2024, while our Net Debt to Adjusted EBITDA Leverage ratio worsened in the first quarter of 2025 compared to year end 2024, largely due to a decreased cash balance. The reconciliations of our Adjusted EBITDA Leverage Ratios to the balance sheet and income statement amounts as reported under U.S. GAAP are as follows:

Current wording

Our Total Debt to Adjusted EBITDA Leverage ratio improved in the second quarter of 2025 compared to year end 2024, while our Net Debt to Adjusted EBITDA Leverage ratio worsened in the second quarter of 2025 compared to year end 2024, largely due to a lower cash balance. The reconciliations of our Adjusted EBITDA Leverage Ratios to the balance sheet and income statement amounts as reported under U.S. GAAP are as follows:

Previous wording

Cash used in operations was $92.5 million in the first quarter of 2025, compared to cash used in operations of $98.8 million in the first quarter of 2024. Both periods reflect higher accounts receivable and higher inventory balances due to increased operating levels as well as seasonal inventory builds. Working capital balances, and consequently cash from operations, can fluctuate throughout any operating period based upon the timing of receipts from customers and payments to vendors. Other significant first quarter 2025 and 2024 operating cash flow items included payment of the annual cash incentive compensation.

Current wording

Cash provided by operations was $69.0 million in the year-to-date period ended June 29, 2025, compared to $2.3 million in the year-to-date period ended June 30, 2024. Both periods reflect higher accounts receivable and higher inventory balances due to increased operating levels as well as seasonal inventory builds. Working capital balances, and consequently cash from operations, can fluctuate throughout any operating period based upon the timing of receipts from customers and payments to vendors. Other significant first half 2025 and 2024 operating cash flow items included payment of the annual cash incentive compensation.

Previous wording

Cash used in investing activities was $50.6 million in the first quarter of 2025, which included $53.3 million for capital expenditures. Cash used in investing activities was $63.8 million in the first quarter of 2024, which included $65.8 million for capital expenditures. We expect to fund our capital expenditures with cash on hand and cash flow generated from our operations and, if needed, borrowings under the ABL facility.

Current wording

Cash used in investing activities was $119.2 million in the in the year-to-date period ended June 29, 2025, which included $125.4 million for capital expenditures. Cash used in investing activities was $117.1 million in the year-to-date period ended June 30, 2024, reflecting $126.0 million in capital expenditures primarily to support various growth projects in our aerospace & defense and other core markets. We expect to fund our capital expenditures with cash on hand and cash flow generated from our operations and, if needed, borrowings under the ABL facility.

Previous wording

Cash used in financing activities was $107.5 million in the first quarter of 2025, which included $70.0 million to repurchase 1.2 million shares of ATI stock. Cash used in financing activities was $186.9 million in the first quarter of 2024, which included $150.0 million to repurchase 3.4 million shares of ATI stock. All share repurchases were made pursuant to the Share Repurchase Program authorized by our Board of Directors.

Current wording

Cash used in financing activities was $365.8 million in the year-to-date period ended June 29, 2025, which included $320.0 million to repurchase 4.4 million shares of ATI stock under our Share Repurchase Program. For the year-to-date period ended June 30, 2024, cash used in financing activities was $193.9 million, which included $150.0 million to repurchase 3.4 million shares of ATI stock under our Share Repurchase Program.

Previous wording

At March 30, 2025, cash and cash equivalents on hand totaled $475.8 million, a decrease of $245.4 million from year end 2024. Cash and cash equivalents held by our foreign subsidiaries was $198.8 million at March 30, 2025, of which $71.3 million was held by the STAL joint venture.

Current wording

At June 29, 2025, cash and cash equivalents on hand totaled $319.6 million, a decrease of $401.6 million from year end 2024. Cash and cash equivalents held by our foreign subsidiaries was $146.0 million at June 29, 2025, of which $86.7 million was held by the STAL joint venture.

Previous wording

Adjusted EBITDA was $194.6 million, or 17.0% of sales, for the first quarter 2025, and $151.0 million, or 14.5% of sales, for the prior year first quarter. 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 on 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.

Current wording

ATI utilizes Adjusted EBITDA, which is a non-GAAP financial measure, 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 on the sale of accounts receivable, 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.

Previous wording

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.

Current wording

Management believes presenting this non-GAAP financial measure 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 Adjusted EBITDA, together with Net Income, and the corresponding reconciliation, provides investors with additional understanding of the Company’s performance and trends that would be absent such disclosures.

Previous wording

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:

Current wording

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 non-GAAP financial measures:
Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

Comparative information for our HPMC segment revenues (in millions) by market and their respective percentages of the segment’s overall revenues for theyear-to-date periods ended June 29, 2025 and June 30, 2024 is as follows:

Current report — wording carried from elsewhere

Comparative information regarding our AA&S segment revenues (in millions) by market and their respective percentages of the segment’s overall revenues for the year-to-date periods ended June 29, 2025 and June 30, 2024 is shown below.

Current report — wording carried from elsewhere

International sales represented 43% of total segment sales for the first half of 2025, compared to 33% the prior year. Comparative information regarding the AA&S segment’s major product categories, based on their percentages of revenue for the quarters ended June 29, 2025 and June 30, 2024, is presented in the following table. HRPF conversion service sales are excluded from this presentation.

Current report — wording carried from elsewhere

We define Adjusted EBITDA as net income, excluding net interest expense, income taxes, depreciation and amortization, and special items.