ATI Inc (NYSE: ATI) boosts Q2 2026 earnings on aerospace demand
ATI Inc. reported stronger results for the quarter ended June 28, 2026, with sales of $1,261.1 million, up about 11% from $1,140.4 million, and net income attributable to ATI of $151.0 million versus $100.7 million. Diluted EPS was $1.09, and gross margin improved to 24.6% from 21.3%.
Aerospace & defense remained the key driver, representing 68% of quarterly sales and 69% of year-to-date sales, led by commercial jet engines and defense. Year-to-date sales rose to $2,412.6 million from $2,284.8 million, while net income attributable to ATI increased to $269.2 million from $197.7 million.
Year-to-date operating cash flow improved to $260.0 million from $69.0 million, lifting cash to $783.0 million. Total debt was $2,192.0 million, including new $450.0 million 5.875% senior notes due 2033, partly used to redeem $350.0 million 5.875% notes due 2027. Confirmed order backlog grew to $4.4 billion from $3.7 billion, with approximately 70% expected to be fulfilled within 12 months. The company also repurchased $125.0 million of stock year-to-date, leaving $495.0 million of authorization available.
Positive
- None.
Negative
- None.
Filing Explained
ATI fully redeemed its 2027 notes on July 8, while $120 million of its $125 million receivables facility was utilized by June 28.
ATI’s Form 10-Q is an unaudited quarterly report covering the period ended
The completed redemption moves that debt from a scheduled obligation to a settled obligation, while the company continues to report
As of
Key Figures
Q2 2026 Sales: $1,261.1 million
Q2 2026 Net income attributable to ATI: $151.0 million
Q2 2026 Diluted EPS: $1.09
+5 more
8 metrics
Q2 2026 Sales
$1,261.1 million
Consolidated sales for the quarter ended June 28, 2026
Q2 2026 Net income attributable to ATI
$151.0 million
Net income attributable to ATI for the quarter ended June 28, 2026
Q2 2026 Diluted EPS
$1.09
Diluted net income per common share for the quarter ended June 28, 2026
Year-to-date 2026 Operating Cash Flow
$260.0 million
Cash provided by operating activities for the period ended June 28, 2026
Cash and Cash Equivalents
$783.0 million
Balance as of June 28, 2026
Total Debt
$2,192.0 million
Carrying amount of debt as of June 28, 2026
Order Backlog
$4.4 billion
Confirmed orders at June 28, 2026; about 70% due within 12 months
Aerospace & Defense Sales Share
69%
Portion of year-to-date 2026 sales to aerospace & defense markets
Key Terms
Receivables Facility, segment EBITDA, supplier financing programs, cash flow hedges, +1 more
5 terms
Receivables Facility financial
"a three-year, $125.0 million Receivables Purchase and Financing Agreement (the Receivables Facility)"
segment EBITDA financial
"Segment EBITDA, the Company’s segment operating measure, is used by the CODM"
Segment EBITDA measures how much profit a specific part of a company generates from its core operations, before accounting for interest, taxes and long-term accounting items like depreciation and amortization. Investors use it like inspecting a single slice of a pie to compare which business units are most profitable, track performance trends, and decide where to allocate capital because it highlights underlying operating results without financing or accounting differences.
supplier financing programs financial
"The Company participates in supplier financing programs with a financial institution"
cash flow hedges financial
"these contracts, which are generally accounted for as cash flow hedges, fix prices"
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
Accumulated other comprehensive loss financial
"Accumulated other comprehensive loss, net of tax, was $(64.8) million at June 28, 2026"
Accumulated other comprehensive loss is the running negative total of certain gains and losses that companies record outside their regular profit-and-loss statement, such as changes in the value of some investments, pension adjustments, or currency translation effects. It matters to investors because it reduces shareholders’ equity and reveals economic swings that haven’t affected reported net income yet — like a side ledger showing pending ups and downs that could influence future cash flow or balance-sheet strength.
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FAQ
How did ATI (ATI) perform financially in Q2 2026?
ATI generated Q2 2026 sales of $1,261.1 million and net income attributable to ATI of $151.0 million. Diluted EPS was $1.09, and gross profit margin improved to 24.6% from 21.3% a year earlier, reflecting better pricing and mix.
What drove ATI (ATI) revenue growth in 2026 year-to-date?
Year-to-date sales rose to $2,412.6 million from $2,284.8 million, primarily from aerospace & defense demand. Commercial jet engine sales reached $980.3 million and defense sales $301.0 million, together helping aerospace & defense reach 69% of total revenue.
What is ATI (ATI)'s order backlog and near-term coverage?
ATI reported a confirmed order backlog of $4.4 billion at June 28, 2026, up from $3.7 billion a year earlier. Approximately 70% of this backlog is tied to performance obligations expected to be satisfied within the next 12 months, providing strong near-term visibility.
How strong are ATI (ATI)'s cash flow and liquidity in 2026?
Year-to-date cash provided by operating activities increased to $260.0 million from $69.0 million, raising cash and cash equivalents to $783.0 million. ATI also has an undrawn $600 million ABL revolving credit facility, with only $29.3 million used for letters of credit.
What were ATI (ATI) segment results for HPMC and AA&S in Q2 2026?
In Q2 2026, HPMC posted segment EBITDA of $153.5 million on external sales of $637.1 million, while AA&S delivered segment EBITDA of $147.6 million on external sales of $624.0 million. Total segment EBITDA reached $301.1 million for the quarter.
How is ATI (ATI) managing its capital structure and debt?
ATI issued $450.0 million of 5.875% senior notes due 2033, receiving $443.1 million of net proceeds. On July 8, 2026, it redeemed the entire $350.0 million of 5.875% notes due 2027. Total debt stood at $2,192.0 million at June 28, 2026.
What share repurchases did ATI (ATI) complete in 2026 year-to-date?
ATI spent $125.0 million year-to-date through June 28, 2026 to repurchase about 0.8 million shares of common stock. It has fully used a prior $700 million authorization and has $495.0 million remaining under a newer $500 million repurchase authorization.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Quarterly Period Ended June 28, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Transition Period From to
Commission File Number 1-12001
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | ||||||||||
| incorporation or organization) | Identification No.) | ||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(800 ) 289-7454
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
At August 3, 2026, the registrant had outstanding 136,170,383 shares of its Common Stock.
ATI INC.
SEC FORM 10-Q
Quarter Ended June 28, 2026
INDEX
| Page No. | |||||
| PART I. - FINANCIAL INFORMATION | |||||
| Item 1. Financial Statements | |||||
| Consolidated Balance Sheets | 1 | ||||
| Consolidated Statements of Operations | 2 | ||||
| Consolidated Statements of Comprehensive Income (Loss) | 3 | ||||
| Consolidated Statements of Cash Flows | 4 | ||||
| Statements of Changes in Consolidated Equity | 5 | ||||
| Notes to Consolidated Financial Statements | 6 | ||||
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 27 | ||||
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 42 | ||||
| Item 4. Controls and Procedures | 44 | ||||
| PART II. - OTHER INFORMATION | |||||
| Item 1. Legal Proceedings | 44 | ||||
| Item 1A. Risk Factors | 44 | ||||
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 46 | ||||
| Item 5. Other Information | 47 | ||||
| Item 6. Exhibits | 47 | ||||
| SIGNATURES | 48 | ||||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ATI Inc. and Subsidiaries
Consolidated Balance Sheets
(In millions, except share and per share amounts)
(Current period unaudited)
| June 28, 2026 | December 28, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Short-term contract assets | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total Current Assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
Accrued liabilities | |||||||||||
| Short-term contract liabilities | |||||||||||
| Short-term debt and current portion of long-term debt | |||||||||||
| Other current liabilities | |||||||||||
| Total Current Liabilities | |||||||||||
| Long-term debt | |||||||||||
| Accrued postretirement benefits | |||||||||||
| Pension liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total Liabilities | |||||||||||
| Equity: | |||||||||||
| ATI Stockholders’ Equity: | |||||||||||
Preferred stock, par value $ | |||||||||||
Common stock, par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
Treasury stock: | ( | ( | |||||||||
| Accumulated other comprehensive loss, net of tax | ( | ( | |||||||||
| Total ATI stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total Equity | |||||||||||
| Total Liabilities and Equity | $ | $ | |||||||||
The accompanying notes are an integral part of these statements.
1
ATI Inc. and Subsidiaries
Consolidated Statements of Operations
(In millions, except per share amounts)
(Unaudited)
| Quarter ended | Year-to-date period ended | ||||||||||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | ||||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling and administrative expenses | |||||||||||||||||||||||
| Restructuring charges (credits) | ( | ( | |||||||||||||||||||||
| (Gain) loss on asset sales and sales of businesses, net | ( | ( | |||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Nonoperating retirement benefit expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax provision | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | |||||||||||||||||||||||
| Net income attributable to ATI | $ | $ | $ | $ | |||||||||||||||||||
| Basic net income attributable to ATI per common share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted net income attributable to ATI per common share | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these statements.
2
ATI Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
(In millions)
(Unaudited)
| Quarter ended | Year-to-date period ended | |||||||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||
| Currency translation adjustment | ||||||||||||||||||||
| Unrealized net change arising during the period | ||||||||||||||||||||
| Reclassification adjustment included in net income | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| Derivatives | ||||||||||||||||||||
| Net derivatives (loss) gain on hedge transactions | ( | ( | ( | |||||||||||||||||
| Reclassification to net income of net realized (gain) loss | ( | ( | ||||||||||||||||||
Less: Income taxes on derivative transactions | ( | ( | ( | |||||||||||||||||
| Total | ( | ( | ( | |||||||||||||||||
| Postretirement benefit plans | ||||||||||||||||||||
| Actuarial loss | ||||||||||||||||||||
| Amortization of net actuarial loss | ||||||||||||||||||||
| Prior service cost | ||||||||||||||||||||
| Amortization to net income of net prior service (credits) costs | ( | ( | ||||||||||||||||||
Less: Income taxes on postretirement benefit plans | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | |||||||||||||||||||
| Comprehensive income | ||||||||||||||||||||
| Less: Comprehensive income attributable to noncontrolling interests | ||||||||||||||||||||
| Comprehensive income attributable to ATI | $ | $ | $ | $ | ||||||||||||||||
The accompanying notes are an integral part of these statements.
3
ATI Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
| Year-to-date period ended | |||||||||||
| June 28, 2026 | June 29, 2025 | ||||||||||
| Operating Activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
Non-cash restructuring charges, net | |||||||||||
| Share-based compensation | |||||||||||
| Deferred taxes | |||||||||||
| Net gain from disposal of property, plant and equipment | ( | ||||||||||
| Net loss on sales of businesses | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Inventories | ( | ( | |||||||||
| Accounts receivable | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Retirement benefits | ( | ( | |||||||||
| Accrued liabilities and other | ( | ||||||||||
| Cash provided by operating activities | |||||||||||
| Investing Activities: | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Proceeds from disposal of property, plant and equipment | |||||||||||
| Proceeds from sales of businesses, net of transaction costs | |||||||||||
| Other | |||||||||||
| Cash used in investing activities | ( | ( | |||||||||
| Financing Activities: | |||||||||||
| Proceeds from issuance of senior notes | |||||||||||
| Repayment of finance lease obligations | ( | ( | |||||||||
| Net borrowings under international credit facilities | |||||||||||
| Debt issuance costs | ( | ||||||||||
| Purchase of treasury stock | ( | ( | |||||||||
| Shares repurchased for income tax withholding on share-based compensation and other | ( | ( | |||||||||
| Cash provided by (used in) financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these statements.
4
ATI Inc. and Subsidiaries
Statements of Changes in Consolidated Equity
(In millions)
(Unaudited)
| ATI Stockholders | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance, March 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Employee stock plans | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance, June 29, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Balance, March 29, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Employee stock plans | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance, June 28, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| ATI Stockholders | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance, December 29, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Employee stock plans | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Balance, June 29, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Balance, December 28, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Employee stock plans | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Balance, June 28, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
Note 1. Accounting Policies
The interim consolidated financial statements include the accounts of ATI Inc. and its subsidiaries. Unless the context requires otherwise, “ATI” and “the Company” refer to ATI Inc. and its subsidiaries.
The Company follows a 4-4-5 or 5-4-4 fiscal calendar, whereby each fiscal quarter consists of thirteen weeks grouped into two four-week months and one five-week month, and its fiscal year ends on the Sunday closest to December 31. Unless otherwise stated, references to years and quarters in this Quarterly Report on Form 10-Q relate to fiscal years and quarters, rather than calendar years and quarters.
Pending Accounting Pronouncements
In November 2024, the FASB issued new accounting guidance related to expense disaggregation disclosures. This guidance requires entities to disclose specified information about certain costs and expenses including (1) the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization, (2) include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements, (3) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (4) the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. This new guidance for annual disclosures will be effective for the Company for fiscal year 2027 and for interim disclosures will be effective for the Company for fiscal year 2028. The guidance can be applied prospectively or retrospectively and early adoption is permitted. The Company does not expect to early adopt this guidance and does not expect these changes to have an impact on the Company’s consolidated financial statements other than disclosure requirements.
Reclassifications
The Company reclassified certain prior period amounts in its unaudited consolidated balance sheets to conform to our current period presentation. Specifically, we have reclassified certain amounts in “Other current liabilities” to “Accrued liabilities”. This reclassification has no impact on total liabilities or cash flows.
Note 2. Revenue from Contracts with Customers
Disaggregation of Revenue
The Company operates in two business segments: High Performance Materials & Components (HPMC) and Advanced Alloys & Solutions (AA&S). Revenue is disaggregated within these two business segments by diversified global markets, primary geographical markets and diversified products. Comparative information regarding the Company’s overall revenues by global and geographical markets for the quarters and year-to-date periods ended June 28, 2026 and June 29, 2025 is included in the following tables.
6
| (in millions) | Quarter ended | |||||||||||||||||||||||||
| June 28, 2026 | June 29, 2025 | |||||||||||||||||||||||||
| HPMC | AA&S | Total | HPMC | AA&S | Total | |||||||||||||||||||||
| Diversified Global Markets: | ||||||||||||||||||||||||||
| Aerospace & Defense: | ||||||||||||||||||||||||||
| Jet Engines - Commercial | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Airframes - Commercial | ||||||||||||||||||||||||||
| Defense | ||||||||||||||||||||||||||
| Total Aerospace & Defense | ||||||||||||||||||||||||||
| Other Markets: | ||||||||||||||||||||||||||
| Specialty Energy | ||||||||||||||||||||||||||
| Electronics | ||||||||||||||||||||||||||
| Medical | ||||||||||||||||||||||||||
| Automotive | ||||||||||||||||||||||||||
| Conventional Energy | ||||||||||||||||||||||||||
| Construction/Mining | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total Other Markets | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| (in millions) | Year-to-date period ended | |||||||||||||||||||||||||
| June 28, 2026 | June 29, 2025 | |||||||||||||||||||||||||
| HPMC | AA&S | Total | HPMC | AA&S | Total | |||||||||||||||||||||
| Diversified Global Markets: | ||||||||||||||||||||||||||
| Aerospace & Defense: | ||||||||||||||||||||||||||
| Jet Engines - Commercial | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Airframes - Commercial | ||||||||||||||||||||||||||
| Defense | ||||||||||||||||||||||||||
| Total Aerospace & Defense | ||||||||||||||||||||||||||
| Other Markets: | ||||||||||||||||||||||||||
| Specialty Energy | ||||||||||||||||||||||||||
| Electronics | ||||||||||||||||||||||||||
| Medical | ||||||||||||||||||||||||||
| Automotive | ||||||||||||||||||||||||||
| Conventional Energy | ||||||||||||||||||||||||||
| Construction/Mining | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total Other Markets | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| (in millions) | Quarter ended | |||||||||||||||||||||||||
| June 28, 2026 | June 29, 2025 | |||||||||||||||||||||||||
| HPMC | AA&S | Total | HPMC | AA&S | Total | |||||||||||||||||||||
| Primary Geographical Market: | ||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||
| Asia | ||||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||
| South America, Middle East and other | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
7
| (in millions) | Year-to-date period ended | |||||||||||||||||||||||||
| June 28, 2026 | June 29, 2025 | |||||||||||||||||||||||||
| HPMC | AA&S | Total | HPMC | AA&S | Total | |||||||||||||||||||||
| Primary Geographical Market: | ||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||
| Asia | ||||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||
| South America, Middle East and other | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
Comparative information regarding the Company’s major products based on their percentages of sales is included in the following table. Hot-Rolling and Processing Facility (HRPF) conversion service sales in the AA&S segment are excluded from this presentation.
| Quarter ended | ||||||||||||||||||||||||||
| June 28, 2026 | June 29, 2025 | |||||||||||||||||||||||||
| HPMC | AA&S | Total | HPMC | AA&S | Total | |||||||||||||||||||||
| Diversified Products and Services: | ||||||||||||||||||||||||||
| Nickel-based alloys and specialty alloys | % | % | % | % | % | % | ||||||||||||||||||||
| Precision forgings, castings and components | % | % | % | % | % | % | ||||||||||||||||||||
| Titanium and titanium-based alloys | % | % | % | % | % | % | ||||||||||||||||||||
| Zirconium and related alloys | % | % | % | % | % | % | ||||||||||||||||||||
| Precision rolled strip products | % | % | % | % | % | % | ||||||||||||||||||||
| Total | % | % | % | % | % | % | ||||||||||||||||||||
| Year-to-date period ended | ||||||||||||||||||||||||||
| June 28, 2026 | June 29, 2025 | |||||||||||||||||||||||||
| HPMC | AA&S | Total | HPMC | AA&S | Total | |||||||||||||||||||||
| Diversified Products and Services: | ||||||||||||||||||||||||||
| Nickel-based alloys and specialty alloys | % | % | % | % | % | % | ||||||||||||||||||||
| Precision forgings, castings and components | % | % | % | % | % | % | ||||||||||||||||||||
| Titanium and titanium-based alloys | % | % | % | % | % | % | ||||||||||||||||||||
| Zirconium and related alloys | % | % | % | % | % | % | ||||||||||||||||||||
| Precision rolled strip products | % | % | % | % | % | % | ||||||||||||||||||||
| Total | % | % | % | % | % | % | ||||||||||||||||||||
The Company maintained a backlog of confirmed orders totaling $4.4 billion and $3.7 billion at June 28, 2026 and June 29, 2025, respectively. Due to the structure of the Company’s long-term agreements, approximately 70 % of this backlog at June 28, 2026 represented booked orders with performance obligations that will be satisfied within the next 12 months. The backlog does not reflect any elements of variable consideration.
Accounts Receivable
As of June 28, 2026 and December 28, 2025, gross accounts receivable from customers were $650.8 million and $690.3 million, respectively. The following represents the rollforward of accounts receivable - reserve for doubtful accounts for the year-to-date periods ended June 28, 2026 and June 29, 2025:
8
| (in millions) | ||||||||
| Accounts Receivable - Reserve for Doubtful Accounts | June 28, 2026 | June 29, 2025 | ||||||
| Balance as of beginning of year | $ | $ | ||||||
| Expense to increase the reserve | ||||||||
| Write-offs and recoveries of uncollectible accounts | ( | |||||||
| Balance as of period end | $ | $ | ||||||
Contract Balances
The following represents the rollforward of contract assets and liabilities for the year-to-date periods ended June 28, 2026 and June 29, 2025:
| (in millions) | ||||||||
| Contract Assets | ||||||||
| Short-term | June 28, 2026 | June 29, 2025 | ||||||
| Balance as of beginning of year | $ | $ | ||||||
| Recognized in current year | ||||||||
| Reclassified to accounts receivable | ( | ( | ||||||
| Balance as of period end | $ | $ | ||||||
| (in millions) | ||||||||
| Contract Liabilities | ||||||||
| Short-term | June 28, 2026 | June 29, 2025 | ||||||
| Balance as of beginning of year | $ | $ | ||||||
| Recognized in current year | ||||||||
| Amounts in beginning balance reclassified to revenue | ( | ( | ||||||
| Current year amounts reclassified to revenue | ( | ( | ||||||
| Other | ( | ( | ||||||
| Reclassification from long-term | ||||||||
| Balance as of period end | $ | $ | ||||||
Long-term(a) | June 28, 2026 | June 29, 2025 | ||||||
| Balance as of beginning of year | $ | $ | ||||||
| Recognized in current year | ||||||||
| Amounts in beginning balance reclassified to revenue | ( | ( | ||||||
| Other | ( | ( | ||||||
| Reclassification to short-term | ( | ( | ||||||
| Balance as of period end | $ | $ | ||||||
(a) Long-term contract liabilities are included in other long-term liabilities on the consolidated balance sheets.
Contract costs for obtaining and fulfilling a contract were $16.2 million and $15.6 million as of June 28, 2026 and December 28, 2025, respectively, and are reported in other long-term assets on the consolidated balance sheet. Contract cost amortization expense for the quarter and year-to-date periods ended June 28, 2026 was $0.5 million and $1.0 million, respectively. Contract cost amortization expense for the quarter and year-to-date period ended June 29, 2025 was $0.7 million and $0.9 million, respectively.
Note 3. Inventories
Inventories at June 28, 2026 and December 28, 2025 were as follows:
9
| (in millions) | |||||||||||
| June 28, 2026 | December 28, 2025 | ||||||||||
| Raw materials and supplies | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Inventory valuation reserves | ( | ( | |||||||||
| Total inventories, net | $ | $ | |||||||||
Note 4. Property, Plant and Equipment
Property, plant and equipment at June 28, 2026 and December 28, 2025 was as follows:
| (in millions) | |||||||||||
| June 28, 2026 | December 28, 2025 | ||||||||||
| Land | $ | $ | |||||||||
| Buildings and leasehold improvements | |||||||||||
| Equipment | |||||||||||
| Accumulated depreciation and amortization | ( | ( | |||||||||
| Total property, plant and equipment, net | $ | $ | |||||||||
Note 5. Divestitures
During the second quarter of 2026, the Company completed the sale of a previously closed manufacturing facility, which was part of the AA&S Segment. A $9.9 9.8 million during the third quarter of 2026.
During the first quarter of 2025, the Company completed 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. A $3.7 million loss on sale of these operations is reported in gain/loss on asset sales and sales of businesses, net, on the consolidated statement of operations for the year-to-date period ended June 29, 2025, and is excluded from segment results. The Company received proceeds, net of transaction costs, of $5.0 million during fiscal year 2025. As of December 28, 2025, the Company expected to receive additional proceeds of $4.9 million, of which, $1.6 million was received during the year-to-date period ended June 28, 2026. These proceeds are reported as an investing activity on the consolidated statement of cash flows.
Note 6. Joint Ventures
The financial results of majority-owned joint ventures are consolidated into the Company’s operating results and financial position, with the minority ownership interest recognized in the consolidated statements of operations as net income attributable to noncontrolling interests, and as equity attributable to the noncontrolling interests within total stockholders’ equity.
Majority-Owned Joint Venture
STAL:
The Company has a 60 % interest in the Chinese joint venture known as STAL. The remaining 40 % interest in STAL is owned by China Baowu Steel Group Corporation Limited, a state authorized investment company whose equity securities are publicly traded in the People’s Republic of China. STAL is part of ATI’s AA&S segment and manufactures Precision Rolled Strip
10
Note 7. Supplemental Financial Statement Information
Other income, net for the quarters ended June 28, 2026 and June 29, 2025 was as follows:
| (in millions) | Quarter ended | Year-to-date period ended | ||||||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||||||
| Rent and royalty income | $ | $ | $ | $ | ||||||||||||||||
| Total other income, net | $ | $ | $ | $ | ||||||||||||||||
Restructuring
The Company recognized restructuring charges of $3.9 million and $10.9 million in the quarter and year-to-date periods ended June 28, 2026, respectively, related to the rationalization of certain domestic facilities in the HPMC segment. On a year-to-date basis, these charges included $4.5 million of severance-related charges for approximately 100 employees, $4.1 million of impairment charges for equipment and leases, and $2.3 million of other related costs. These amounts are presented as restructuring charges in the consolidated statements of operations and are excluded from segment results. Additionally, the $2.0 million restructuring reserve balance at June 28, 2026 is recorded in accrued liabilities on the consolidated balance sheet.
During the quarter and year-to-date periods ended June 29, 2025, the Company derecognized $1.3 million of severance-related reserves for approximately 40 employees associated with a previous restructuring in the AA&S segment.
Restructuring reserves for severance cost activity is as follows:
| (in millions) | Severance and Employee | ||||
| Benefit Costs | |||||
| Balance at December 28, 2025 | $ | ||||
Additions | |||||
| Payments | ( | ||||
| Balance at June 28, 2026 | $ | ||||
Supplier Financing
The Company participates in supplier financing programs with a financial institution to offer its suppliers the option for access to payment in advance of an invoice due date. Under such programs, this financial institution provides early payment to suppliers at their request for invoices that ATI has confirmed as valid at a predetermined discount rate commensurate with the creditworthiness of ATI. As of June 28, 2026 and December 28, 2025, the Company had $101.1 million and $52.8 million, respectively, reported in accounts payable on the consolidated balance sheets under such programs.
Accounts Receivable Securitization
On September 19, 2025, ATI Specialty Materials, LLC (Specialty Materials) and its indirect wholly owned subsidiary, ATI Securitization LLC (ATI Securitization) entered into a three-year , $125.0 million Receivables Purchase and Financing Agreement (the Receivables Facility) with PNC Bank, National Association, as Administrative Agent, and certain Purchasers/Lenders party thereto. Under the Receivables Facility, Specialty Materials sells or contributes, on an ongoing basis, certain of its trade accounts receivable, together with related security and interests in the proceeds thereof, to its wholly owned subsidiary, ATI Securitization Holdings LLC (ATI Holdings). ATI Holdings subsequently sells or contributes those receivable and related security and interests to ATI Securitization, its wholly owned subsidiary, which is a consolidated bankruptcy-remote special purpose entity created for the sole purpose of transacting under the Receivables Facility. ATI Securitization may borrow from, and/or sell receivables under the Receivables Facility at fair value and will secure its obligations with a pledge of undivided interests in such receivables, together with related security and interest in the proceeds thereof. In all instances, Specialty Materials retains the servicing of the accounts receivable transferred, which includes collection and administrative activities. ATI has agreed to guarantee the performance of Specialty Materials obligations under the Receivables Facility.
The maximum aggregate funding available under the Receivables Facility is $125.0 million at any one time, subject to the availability of eligible receivables and other customary factors and conditions as well as covenants as set forth in the Receivables Facility. Amounts outstanding under the Receivables Facility accrue interest at an adjusted SOFR plus the
11
applicable margin. The Receivables Facility also requires the maintenance of a minimum utilization level equal to 50 % of the facility amount.
ATI Securitization is a separate legal entity with its own creditors. In the event of a liquidation of ATI Securitization, its creditors would be entitled to be satisfied out of the assets of ATI Securitization prior to any assets or value becoming available to creditors or equity holders for other ATI entities. The assets of ATI Securitization, including any funds of ATI Securitization that may be commingled with funds of any of its affiliates for purposes of cash management and related efficiencies, are not available to pay creditors of ATI or any affiliate thereof, except to the extent collections of receivables are in excess of the amounts owed by ATI Securitization under the Receivables Facility.
Sales of accounts receivable under the Receivables Facility meet the sale criteria under ASC 860, Transfers and Servicing (“ASC 860”), and are derecognized from the consolidated balance sheet. Cash receipts, received at the time of the sale of receivables under the Receivables Facility, are classified as cash flow from operating activities in the consolidated statement of cash flows. As the Company retains the servicing rights of the receivables sold, the Company assessed the associated servicing liability under ASC 860 and determined that the liability is immaterial to the Company’s financial statements.
During the quarterly period ended June 28, 2026, ATI Securitization sold $20.0 million of accounts receivable in exchange for $20.0 million of cash and also collected $20.0 million of accounts receivable transferred to ATI Securitization under the Receivables Facility. During the year-to-date period ended June 28, 2026, ATI Securitization sold $60.0 million of accounts receivable in exchange for $60.0 million of cash, and collected $20.0 million of accounts receivables transferred to ATI Securitization under the Receivables Facility. For the quarter and year-to-date periods ended June 28, 2026, the Company recorded a $1.3 million and $2.3 million charges, respectively, associated with the sales of the accounts receivable within selling and administrative expenses on its consolidated statement of operations, which is excluded from segment results. As of June 28, 2026, the Company has utilized $120 million of the maximum aggregate funding available under the Receivables Facility.
There were no borrowings under the Receivables Facility during the year-to-date period ended June 29, 2025.
Other Customer Receivable Sales
In the second quarter and year-to-date periods ended June 28, 2026 , the Company sold $118.7 million and $250.4 million, respectively, of certain customers’ accounts receivable through programs established by those customers with third-party financial institutions. In the second quarter and year-to-date period ended June 29, 2025, the Company sold $91.5 million and $164.1 million, respectively, of certain customers’ accounts receivable through the same or similar programs. These customers have extended payment terms and provide the programs to enable suppliers to receive more timely payments. The Company has no continuing involvement with the receivables sold under these programs, including no servicing requirement. The proceeds from these transactions are presented as changes in receivables within operating activities in the consolidated statement of cash flows. The losses associated with these transactions of $1.3 million and $2.7 million for the quarter and year-to-date periods ended June 28, 2026, respectively, and $1.3 million and $2.7 million for the quarter and year-to-date periods ended June 29, 2025, respectively, are reflected in the Company’s consolidated statements of operations and are excluded from segment results.
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Note 8. Debt
Debt at June 28, 2026 and December 28, 2025 was as follows:
| (in millions) | |||||||||||
| June 28, 2026 | December 28, 2025 | ||||||||||
ATI Inc. | $ | $ | |||||||||
ATI Inc. | |||||||||||
ATI Inc. | |||||||||||
ATI Inc. | |||||||||||
ATI Inc. | |||||||||||
| ABL Term Loan | |||||||||||
| U.S. revolving credit facility | |||||||||||
| Foreign credit facilities | |||||||||||
| Finance leases and other | |||||||||||
| Debt issuance costs | ( | ( | |||||||||
| Debt | |||||||||||
| Short-term debt and current portion of long-term debt | |||||||||||
| Long-term debt | $ | $ | |||||||||
2033 Senior Notes
On June 3, 2026, the Company issued $450 million in aggregate principal amount of 5.875 % Senior Notes due 2033 (2033 Notes). Interest on the 2033 Notes is payable semi-annually in arrears at a rate of 5.875 % per year. The 2033 Notes mature on June 15, 2033. The 2033 Notes are unsecured and unsubordinated obligations of the Company and equally ranked with all its existing and future senior unsecured debt. The 2033 Notes restrict the Company’s ability to incur certain liens, enter into sale leaseback transactions, guarantee certain indebtedness or consolidate with or merge into another entity or sell, transfer or lease all, or substantially all, of its assets.
The Company received proceeds of $443.1 million from the issuance of the 2033 Notes, which were net of $6.9 million of underwriting fees and other third-party expenses. These debt issuance costs were recorded as a reduction to the carrying value of the debt and will be amortized over the 7-year term of the 2033 Notes.
Prior to June 15, 2029, the Company has the option to redeem the 2033 Notes, as a whole or in part, at any time or from time to time, at redemption prices specified in the 2033 Notes. The 2033 Notes are subject to redemption upon the occurrence of a change in control repurchase event (as defined in the 2033 Notes) at a redemption price in cash equal to 101 % of the aggregate principal amount of the Notes repurchased, plus any accrued and unpaid interest on the 2033 Notes repurchased.
2027 Senior Notes
On June 8, 2026, the Company exercised its right to redeem the entire outstanding $350 million in aggregate principal amount of its 5.875 % Notes due 2027 (2027 Notes), and The Bank of New York Mellon, as trustee, issued a notice of redemption to registered holders of the 2027 Notes. The 2027 Notes were fully redeemed on July 8, 2026 using a portion of the proceeds from the sale of the Company's 2033 Notes. As of June 28, 2026, the outstanding balance of the 2027 Notes, net of unamortized debt issuance costs have been classified as current liabilities on the consolidated balance sheets. Refer to Note 17 – Subsequent Events for further discussion and detail on the redemption of the 2027 Notes.
Revolving Credit Facility
The Company's amended Asset Based Lending (ABL) Credit Facility, which is collateralized by the accounts receivable and inventory of the Company’s operations, consists of a $200 million term loan (Term Loan) and a $600 million revolving credit facility, which includes a letter of credit sub-facility of up to $200 million and a swing loan facility of up to $60 million. Through June 13, 2026 and as long as no default or event of default had occurred and was continuing, the Company had the ability to borrow an additional term loan of up to $100 million in total, using one or two draws (the Delayed-Draw Term Loan), which the Company did not exercise. The Term Loan bears interest at a rate of 2.0 % above the adjusted Secured Overnight Financing Rate (SOFR) and can be prepaid in increments of $25 million if certain minimum liquidity conditions are satisfied. In addition, the Company has the right to request an increase of up to $300 million in the maximum amount available under the
13
revolving credit facility for the duration of the ABL. The ABL facility also provides the Company with the option of including certain machinery and equipment as additional collateral for purposes of determining availability under the facility. The ABL term runs through June of 2030.
The applicable interest rate for revolving credit borrowings under the ABL facility includes interest rate spreads based on available borrowing capacity that range between 1.25 % and 1.75 % for SOFR-based borrowings and between 0.25 % and 0.75 % for base rate borrowings. The ABL facility contains a financial covenant whereby the Company must maintain a fixed charge coverage ratio of not less than 1.00 :1.00 after an event of default has occurred and is continuing or if the undrawn availability under the ABL revolving credit portion of the facility is less than the greater of (i) 10 % of the then applicable maximum loan amount under the revolving credit portion of the ABL and the outstanding Term Loan balance, or (ii) $60.0 million. The Company was in compliance with the fixed charge coverage ratio as of June 28, 2026. Additionally, the Company must demonstrate minimum liquidity specified by the facility during the 90 -day period immediately preceding the stated maturity date of its 4.875 % Senior Notes due 2029, 7.25 % Senior Notes due 2030 and 5.125 % Senior Notes due 2031. Costs associated with entering into the June 2025 ABL amendment were $2.8 million, and are being amortized to interest expense over the extended term of the facility ending June 2030, along with $1.9 million of unamortized deferred costs previously recorded for the ABL. The ABL, as amended, also contains customary affirmative and negative covenants for credit facilities of this type, including limitations on the Company’s ability to incur additional indebtedness or liens or to enter into investments, mergers and acquisitions, dispositions of assets and transactions with affiliates, some of which are more restrictive at any time during the term of the ABL when the Company’s fixed charge coverage ratio is less than 1.00 :1.00 and its undrawn availability under the revolving portion of the ABL is less than the greater of (a) $120 million or (b) 20 % of the sum of the maximum loan amount under the revolving credit portion of the ABL and the outstanding Term Loan balance.
As of June 28, 2026, there were no outstanding borrowings under the revolving portion of the ABL facility, and $29.3 million was utilized to support the issuance of letters of credit. There were average revolving credit borrowings of $65.9 million and $64.0 million for the quarter and year-to-date periods June 28, 2026, respectively, bearing an average annual interest rate of 5.0 % and 5.2 %, respectively, under the ABL facility. There were no revolving credit borrowings under the ABL facility as of June 29, 2025. The Company also has foreign credit facilities, primarily in China, that total $75.4 million based on June 28, 2026 foreign exchange rates, $2.7 million of which was drawn as of June 28, 2026. There were no amounts drawn under foreign credit facilities as of December 28, 2025.
Note 9. Derivative Financial Instruments and Hedging
As part of its risk management strategy, the Company, from time-to-time, utilizes derivative financial instruments to manage its exposure to changes in raw material prices, energy costs, foreign currencies, and interest rates. In accordance with applicable accounting standards, the Company accounts for most of these contracts as hedges.
The Company sometimes uses futures and swap contracts to manage exposure to changes in prices for forecasted purchases of raw materials, such as nickel, and natural gas. Under these contracts, which are generally accounted for as cash flow hedges, the price of the item being hedged is fixed at the time that the contract is entered into, and the Company is obligated to make or entitled to receive a payment equal to the net change between this fixed price and the market price at the date the contract matures.
The majority of ATI’s products are sold under contractual arrangements that include raw material surcharges and index mechanisms. However, as of June 28, 2026, the Company had entered into financial hedging arrangements, primarily at the request of its customers related to firm orders, for an aggregate notional amount of approximately 4 million pounds of nickel with hedge dates through 2027. The aggregate notional amount hedged is approximately 5 % of a single year’s estimated nickel raw material purchase requirements. These derivative instruments are used to hedge the variability of a selling price that is based on the London Metal Exchange (LME) index for nickel, as well as to hedge the variability of the purchase cost of nickel based on this LME index. Any gain or loss associated with these hedging arrangements is included in sales or cost of sales, depending on whether the underlying risk being hedged is the variable selling price or the variable raw material cost, respectively.
At June 28, 2026, the outstanding financial derivatives used to hedge the Company’s exposure to energy cost volatility consisted of natural gas cost hedges. At June 28, 2026, the Company hedged approximately 70 % of its forecasted domestic requirements for natural gas for the remainder of 2026 and approximately 40 % for 2027.
While most of the Company’s direct export sales are transacted in U.S. dollars, it uses foreign currency exchange contracts, from time-to-time, to limit transactional exposure to changes in currency exchange rates for those transactions denominated in a non-U.S. currency. The Company sometimes purchases foreign currency forward contracts that permit it to sell specified amounts of foreign currencies it expects to receive from its export sales for pre-established U.S. dollar amounts at specified
14
dates. In addition, the Company may also hedge forecasted capital expenditures and designate cash balances held in foreign currencies as hedges of forecasted foreign currency transactions. At June 28, 2026, the Company had no material outstanding foreign currency forward contracts.
The Company may enter into derivative interest rate contracts to maintain a reasonable balance between fixed- and floating-rate debt. There were no outstanding derivative interest rate contracts at June 28, 2026.
There are no credit risk-related contingent features in the Company’s derivative contracts, and the contracts contain no provisions under which the Company has posted, or would be required to post, collateral. The counterparties to the Company’s derivative contracts are substantial and creditworthy commercial banks that are recognized market makers. The Company controls its credit exposure by diversifying across multiple counterparties and by monitoring credit ratings and credit default swap spreads of its counterparties. The Company also enters into master netting agreements with counterparties when possible.
The fair values of the Company’s derivative financial instruments are presented below, representing the gross amounts recognized which are not offset by counterparty or by type of item hedged. All fair values for these derivatives were measured using Level 2 information as defined by the accounting standard hierarchy, which includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs derived principally from or corroborated by observable market data.
(In millions) Asset derivatives | Balance sheet location | June 28, 2026 | December 28, 2025 | |||||||||||||||||
| Derivatives designated as hedging instruments: | ||||||||||||||||||||
| Natural gas contracts | Prepaid expenses and other current assets | $ | $ | |||||||||||||||||
| Nickel and other raw material contracts | Prepaid expenses and other current assets | |||||||||||||||||||
| Foreign exchange contracts | Prepaid expenses and other current assets | |||||||||||||||||||
| Natural gas contracts | Other assets | |||||||||||||||||||
| Total derivatives designated as hedging instruments | $ | $ | ||||||||||||||||||
| Liability derivatives | Balance sheet location | |||||||||||||||||||
| Derivatives designated as hedging instruments: | ||||||||||||||||||||
| Nickel and other raw material contracts | Other current liabilities | $ | $ | |||||||||||||||||
| Natural gas contracts | Other current liabilities | |||||||||||||||||||
| Natural gas contracts | Other long-term liabilities | |||||||||||||||||||
| Nickel and other raw material contracts | Other long-term liabilities | |||||||||||||||||||
| Total derivatives designated as hedging instruments | $ | $ | ||||||||||||||||||
For derivative financial instruments that are designated as cash flow hedges, the gain or loss on the derivative is reported as a component of other comprehensive income (OCI) and reclassified into earnings in the same period or periods during which the hedged item affects earnings. For derivative financial instruments that are designated as fair value hedges, changes in the fair value of these derivatives are recognized in current period results. There were no outstanding fair value hedges as of June 28, 2026. The cash flow impact for all derivative financial instruments is reported in cash flows provided by operating activities on the consolidated statement of cash flows. The Company did not use net investment hedges for the periods presented. The effects of derivative instruments in the tables below are presented net of related income taxes, excluding any impacts of changes to income tax valuation allowances affecting results of operations or other comprehensive income, when applicable (see Note 15 for further explanation).
Assuming market prices remain constant with those at June 28, 2026, a pre-tax loss of $4.0 million is expected to be recognized over the next 12 months.
Activity for derivatives designated as cash flow hedges for the quarters and year-to-date periods ended June 28, 2026 and June 29, 2025 was as follows:
15
| (In millions) | Amount of Gain (Loss) Recognized in OCI on Derivatives | Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (a) | |||||||||||||||||||||
| Quarter ended | Quarter ended | ||||||||||||||||||||||
| Derivatives in Cash Flow Hedging Relationships | June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||||||||
| Nickel and other raw material contracts | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Natural gas contracts | ( | ( | ( | ||||||||||||||||||||
| Foreign exchange contracts | ( | ||||||||||||||||||||||
| Total | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| (In millions) | Amount of Gain (Loss) Recognized in OCI on Derivatives | Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (a) | |||||||||||||||||||||
| Year-to-date period ended | Year-to-date period ended | ||||||||||||||||||||||
| Derivatives in Cash Flow Hedging Relationships | June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | |||||||||||||||||||
| Nickel and other raw material contracts | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Natural gas contracts | ( | ||||||||||||||||||||||
| Foreign exchange contracts | ( | ||||||||||||||||||||||
| Total | $ | ( | $ | $ | $ | ( | |||||||||||||||||
The disclosures of gains or losses presented above for nickel and other raw material contracts and foreign currency contracts do not consider the anticipated underlying transactions. Since these derivative contracts represent hedges, the net effect of any gain or loss on results of operations may be fully or partially offset.
The Company may also use derivative instruments that are not designated as hedges to protect the Company’s results from certain fluctuations in foreign exchange rates, as well as to offset a portion of the foreign currency gains and losses generated by the remeasurement of certain assets and liabilities denominated in non-functional currencies. Changes in the fair value of these foreign exchange contract derivatives not designated as hedging instruments are recorded in cost of sales or selling, general and administrative expenses on the consolidated statement of operations. The Company did not recognize any expense for the quarter ended June 28, 2026, and the Company recognized $1.0 million of expense, net for settled foreign currency forward contracts that were not designated as hedges during the year-to-date period ended June 28, 2026. The Company recognized $1.1 million and 2.9 million of income, net, during the second quarter and year-to-date periods ended June 29, 2025, respectively, which offset foreign currency gains/losses in the relevant currency. We have no significant outstanding hedges that are not designated as of June 28, 2026.
Note 10. Fair Value of Financial Instruments
The estimated fair value of financial instruments at June 28, 2026 was as follows:
| Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||||
| (In millions) | Total Carrying Amount | Total Estimated Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Observable Inputs (Level 2) | |||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Derivative financial instruments: | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Debt (a) | |||||||||||||||||||||||
The estimated fair value of financial instruments at December 28, 2025 was as follows:
16
| Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||||
| (In millions) | Total Carrying Amount | Total Estimated Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Observable Inputs (Level 2) | |||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Derivative financial instruments: | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
Debt(a) | |||||||||||||||||||||||
In accordance with accounting standards, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards established three levels of a fair value hierarchy that prioritize the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period.
The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:
Cash and cash equivalents: Fair value was determined using Level 1 information.
Derivative financial instruments: Fair values for derivatives were measured using exchange-traded prices for the hedged items. The fair value was determined using Level 2 information, including consideration of counterparty risk and the Company’s credit risk.
Short-term and long-term debt: The fair values of the Company’s publicly traded debt were based on Level 1 information. The fair values of the other short-term and long-term debt were determined using Level 2 information.
Note 11. Business Segments
The Company operates under two Following is certain financial information with respect to the Company’s business segments for the periods indicated:
17
| (In millions) | Quarter ended June 28, 2026 | Quarter ended June 29, 2025 | |||||||||||||||||||||
| HPMC | AA&S | Total | HPMC | AA&S | Total | ||||||||||||||||||
| Sales to external customers | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Intersegment sales | |||||||||||||||||||||||
| Total sales | |||||||||||||||||||||||
| Reconciliation of sales | |||||||||||||||||||||||
| Elimination of intersegment sales | ( | ( | |||||||||||||||||||||
| Total consolidated sales | $ | $ | |||||||||||||||||||||
Less(1): | |||||||||||||||||||||||
| Allocated corporate overhead | |||||||||||||||||||||||
Other segment items(2) | |||||||||||||||||||||||
| Segment EBITDA | |||||||||||||||||||||||
| Reconciliation of segment EBITDA | |||||||||||||||||||||||
| Corporate expenses | ( | ( | |||||||||||||||||||||
| Closed operations and other income | ( | ||||||||||||||||||||||
| Depreciation & amortization | ( | ( | |||||||||||||||||||||
| Interest expense, net | ( | ( | |||||||||||||||||||||
| Restructuring and other charges | ( | ( | |||||||||||||||||||||
| Loss on sales of businesses | |||||||||||||||||||||||
| Income before taxes | $ | $ | |||||||||||||||||||||
18
| (In millions) | Year-to-date period ended June 28, 2026 | Year-to-date period ended June 29, 2025 | |||||||||||||||||||||
| HPMC | AA&S | Total | HPMC | AA&S | Total | ||||||||||||||||||
| Sales to external customers | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Intersegment sales | |||||||||||||||||||||||
| Total sales | |||||||||||||||||||||||
| Reconciliation of sales | |||||||||||||||||||||||
| Elimination of intersegment sales | ( | ( | |||||||||||||||||||||
| Total consolidated sales | $ | $ | |||||||||||||||||||||
Less(1): | |||||||||||||||||||||||
| Allocated corporate overhead | |||||||||||||||||||||||
Other segment items(2) | |||||||||||||||||||||||
| Segment EBITDA | |||||||||||||||||||||||
| Reconciliation of segment EBITDA | |||||||||||||||||||||||
| Corporate expenses | ( | ( | |||||||||||||||||||||
| Closed operations and other income | ( | ||||||||||||||||||||||
| Depreciation & amortization | ( | ( | |||||||||||||||||||||
| Interest expense, net | ( | ( | |||||||||||||||||||||
| Restructuring and other charges | ( | ( | |||||||||||||||||||||
| Loss on sales of businesses | ( | ||||||||||||||||||||||
| Income before taxes | $ | $ | |||||||||||||||||||||
(1) The CODM is regularly provided with allocated corporate overhead and segment EBITDA, which is used to assess operating performance. Therefore, the significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown.
(2) Other segment items for each reportable segment include: cost of sales, general and administrative expenses, and gain/loss on asset sales. General & administrative expenses consist of non-manufacturing payroll and benefits, office expenses, professional service and legal expenses, occupancy expenses including rent and lease expense, and travel expense.
Total international sales for the second quarter and year-to-date periods ended June 28, 2026 were $463.8 million and $922.8 million, respectively, and $490.0 million and $990.6 million for the second quarter and year-to-date period ended June 29, 2025, respectively. Of these amounts, sales by operations in the U.S. to customers in other countries for the second quarter and year-to-date period ended June 28, 2026 were $362.7 million and $738.0 million, respectively, and $393.4 million and $808.3 million for the second quarter and year-to-date period ended June 29, 2025, respectively.
Restructuring and other charges of $23.6 million for the quarter ended June 28, 2026 include $10.1 million of start-up and transaction-related costs, $3.9 million of restructuring-related severance, impairment, and other costs, $7.0 million of transformation-related costs, and $2.6 million of losses on the sale of accounts receivable, which are included within selling and administrative expenses on the consolidated statements of operations. Restructuring and other charges of $50.0 million for the year-to-date period ended June 28, 2026 include $21.2 million of start-up and transaction-related costs and $1.1 million of restructuring-related impairment costs, which are primarily included within cost of sales on the consolidated statements of operations, $10.9 million of restructuring-related severance, impairment, and other costs, $11.8 million of transformation-related costs, and $5.0 million of losses on the sale of accounts receivable, which are included within selling and administrative expenses on the consolidated statements of operations.
Restructuring and other charges of $7.4 million for the quarter ended June 29, 2025 include $7.1 million of start-up and transaction-related costs, which are included within cost of sales on the consolidated statements of operations. These charges
19
also include $1.6 million of losses on the sale of accounts receivables, which are included within selling and administrative expenses on the consolidated statements 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 $13 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 of losses on the sale of accounts receivable, which are included within selling and administrative expenses on the consolidated statements 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.
Certain additional information regarding the Company’s business segments is presented below:
| Quarter ended | Year-to-date period ended | |||||||||||||||||||||||||
| (In millions) | June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | ||||||||||||||||||||||
| Depreciation and amortization: | ||||||||||||||||||||||||||
| High Performance Materials & Components | $ | $ | $ | $ | ||||||||||||||||||||||
| Advanced Alloys & Solutions | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | $ | $ | ||||||||||||||||||||||
| Capital expenditures: | ||||||||||||||||||||||||||
| High Performance Materials & Components | $ | $ | $ | $ | ||||||||||||||||||||||
| Advanced Alloys & Solutions | ||||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | ||||||||||||||||||||||
| (In millions) | ||||||||||||||
| Identifiable assets: | June 28, 2026 | December 28, 2025 | ||||||||||||
| High Performance Materials & Components | $ | $ | ||||||||||||
| Advanced Alloys & Solutions | ||||||||||||||
| Corporate: | ||||||||||||||
| Deferred Taxes | ||||||||||||||
| Cash and cash equivalents and other | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| ($ in millions) | June 28, 2026 | Percent of total | December 28, 2025 | Percent of total | ||||||||||||||||||||||
| Total assets: | ||||||||||||||||||||||||||
| United States | $ | % | $ | % | ||||||||||||||||||||||
| China | % | % | ||||||||||||||||||||||||
| Other | % | % | ||||||||||||||||||||||||
| Total Assets | $ | % | $ | % | ||||||||||||||||||||||
Note 12. Retirement Benefits
The Company has defined contribution retirement plans or defined benefit pension plans covering substantially all employees. Company contributions to defined contribution retirement plans are generally based on either a percentage of eligible pay or on hours worked. Benefits under the defined benefit pension plans are generally based on years of service and/or final average pay. The Company funds the U.S. pension plans in accordance with the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended. The Company also sponsors several postretirement plans covering certain collectively bargained salaried and hourly employees. The plans provide health care and life insurance benefits for eligible retirees. In most retiree health care plans, Company contributions towards premiums are capped based on the cost as of a certain date, thereby creating a defined contribution. All defined benefit pension and retiree health care plans are closed to new entrants.
20
For the quarters ended June 28, 2026 and June 29, 2025, the components of pension and other postretirement benefit expense for the Company’s defined benefit plans included the following:
| Pension Benefits | Other Postretirement Benefits | ||||||||||||||||||||||
| (In millions) | Quarter ended | Quarter ended | |||||||||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | ||||||||||||||||||||
| Service cost - benefits earned during the year | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost on benefits earned in prior years | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||
| Amortization of prior service cost (credit) | ( | ( | |||||||||||||||||||||
| Amortization of net actuarial loss | |||||||||||||||||||||||
| Total retirement benefit expense | $ | $ | $ | $ | |||||||||||||||||||
For the year-to-date periods ended June 28, 2026 and June 29, 2025, the components of pension and other postretirement benefit expense for the Company’s defined benefit plans included the following (in millions):
| Pension Benefits | Other Postretirement Benefits | ||||||||||||||||||||||
| (In millions) | Year-to-date period ended | Year-to-date period ended | |||||||||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | ||||||||||||||||||||
| Service cost - benefits earned during the year | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost on benefits earned in prior years | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||
| Amortization of prior service cost (credit) | ( | ( | |||||||||||||||||||||
| Amortization of net actuarial loss | |||||||||||||||||||||||
| Total retirement benefit expense | $ | $ | $ | $ | |||||||||||||||||||
Note 13. Income Taxes
For the quarter and year-to-date periods ended June 28, 2026, the Company’s effective tax rate was 20.0 % and 16.6 %, respectively, resulting in an income tax provision of $38.6 million and $54.7 million, respectively. For the quarter and year-to-date periods ended June 29, 2025, the Company’s effective tax rate was 22 % and 19.7 %, respectively, resulting in an income tax provision of $29.3 million and $50.3 million, respectively. The effective tax rate for the quarter ended June 28, 2026 included discrete tax benefits of $1.2 million, and the effective tax rate for the year-to-date period ended June 28, 2026 included discrete tax benefits of $13.0 million, primarily related to share-based compensation for both periods. The effective tax rate for the quarter and year-to-date periods ended June 29, 2025 included discrete tax expense of $0.6 million and discrete tax benefits $4.5 million, respectively.
On July 4, 2025, the One Big Beautiful Bill Act, which includes permanent extensions of most expiring Tax Cuts and Jobs Act provisions and international tax changes, was enacted. Pursuant to ASC 740, Income Taxes, the effects of changes in tax law are recognized in the period of enactment, the impact of which are not material and are reflected in the Company’s effective tax rate in the quarter. The Company anticipates that the impacts related to the tax law changes will be favorable to future years’ cash tax payments due to changes in bonus depreciation, domestic research expensing and certain international provisions.
21
Note 14. Per Share Information
The following table sets forth the computation of basic and diluted income per common share:
| (In millions, except per share amounts) | Quarter ended | Year-to-date period ended | |||||||||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Numerator for basic income per common share – | |||||||||||||||||||||||
| Net income attributable to ATI | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Denominator for basic net income per common share – weighted average shares | 140.7 | ||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||
| Denominator for diluted net income per common share – adjusted weighted average shares and assumed conversions | |||||||||||||||||||||||
| Basic net income attributable to ATI per common share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted net income attributable to ATI per common share | $ | $ | $ | $ | |||||||||||||||||||
Periodically, the Company’s Board of Directors authorizes the repurchase of ATI common stock (the Share Repurchase Program), most recently authorizing the repurchase of up to $700 million, as announced in September 2024, and an additional $500 million, as announced in February 2026. 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 periods ended June 28, 2026, ATI used $50.0 million and $125.0 million to repurchase 0.3 million shares and 0.8 million shares, respectively, of its common stock under the Share Repurchase Program. At June 28, 2026, the Company has utilized all of the $700 million in repurchase authority announced in September 2024, and $5 million of the $500 million in repurchase authority announced in February 2026. As of June 28, 2026, total share repurchase authorization remaining under the Company’s active Share Repurchase Program was $495 million. In the quarter and year-to-date period ended June 29, 2025, ATI used $250.0 million and $320.0 million to repurchase 3.2 million and 4.4 million, respectively, of its common stock under the Share Repurchase Program.
The Company’s share repurchases are subject to a 1% excise tax due to the Inflation Reduction Act of 2022. Excise taxes incurred on share repurchases represent direct costs of the repurchase and are recorded as part of the cost basis of the shares within treasury stock.
22
Note 15. Accumulated Other Comprehensive Income (Loss)
The changes in AOCI by component, net of tax, for the quarter ended June 28, 2026 were as follows:
| (In millions) | Post- retirement benefit plans | Currency translation adjustment | Derivatives | Deferred Tax Asset Valuation Allowance | Total | ||||||||||||||||||||||||||||||||||||
| Attributable to ATI: | |||||||||||||||||||||||||||||||||||||||||
| Balance, March 29, 2026 | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||
| OCI before reclassifications | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from AOCI | (a) | (b) | ( | ||||||||||||||||||||||||||||||||||||||
| Net current-period OCI | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Balance, June 28, 2026 | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||
| Attributable to noncontrolling interests: | |||||||||||||||||||||||||||||||||||||||||
| Balance, March 29, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| OCI before reclassifications | |||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from AOCI | |||||||||||||||||||||||||||||||||||||||||
| Net current-period OCI | |||||||||||||||||||||||||||||||||||||||||
| Balance, June 28, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
The changes in AOCI by component, net of tax, for the year-to-date period ended June 28, 2026 were as follows:
| (In millions) | Post- retirement benefit plans | Currency translation adjustment | Derivatives | Deferred Tax Asset Valuation Allowance | Total | ||||||||||||||||||||||||||||||||||||
| Attributable to ATI: | |||||||||||||||||||||||||||||||||||||||||
| Balance, December 28, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||
| OCI before reclassifications | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from AOCI | (a) | (b) | ( | ( | |||||||||||||||||||||||||||||||||||||
| Net current-period OCI | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Balance, June 28, 2026 | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||
| Attributable to noncontrolling interests: | |||||||||||||||||||||||||||||||||||||||||
| Balance, December 28, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| OCI before reclassifications | |||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from AOCI | |||||||||||||||||||||||||||||||||||||||||
| Net current-period OCI | |||||||||||||||||||||||||||||||||||||||||
| Balance, June 28, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
(a)Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 12).
(b)Amounts related to derivatives are included in sales, cost of goods sold or interest expense in the period or periods the hedged item affects earnings (see Note 9).
23
The changes in AOCI by component, net of tax, for the quarter ended June 29, 2025 were as follows:
| (In millions) | Post- retirement benefit plans | Currency translation adjustment | Derivatives | Deferred Tax Asset Valuation Allowance | Total | ||||||||||||||||||||||||||||||||||||
| Attributable to ATI: | |||||||||||||||||||||||||||||||||||||||||
| Balance, March 30, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||
| OCI before reclassifications | ( | ||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from AOCI | (a) | (b) | (d) | ||||||||||||||||||||||||||||||||||||||
| Net current-period OCI | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance, June 29, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||
| Attributable to noncontrolling interests: | |||||||||||||||||||||||||||||||||||||||||
| Balance, March 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| OCI before reclassifications | |||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from AOCI | (c) | ||||||||||||||||||||||||||||||||||||||||
| Net current-period OCI | $ | ||||||||||||||||||||||||||||||||||||||||
| Balance, June 29, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
The changes in AOCI by component, net of tax, for the year-to-date period ended June 29, 2025 were as follows:
| (In millions) | Post- retirement benefit plans | Currency translation adjustment | Derivatives | Deferred Tax Asset Valuation Allowance | Total | ||||||||||||||||||||||||||||||||||||
| Attributable to ATI: | |||||||||||||||||||||||||||||||||||||||||
| Balance, December 29, 2024 | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||
| OCI before reclassifications | |||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from AOCI | (a) | (b) | (d) | ||||||||||||||||||||||||||||||||||||||
| Net current-period OCI | |||||||||||||||||||||||||||||||||||||||||
| Balance, June 29, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||
| Attributable to noncontrolling interests: | |||||||||||||||||||||||||||||||||||||||||
| Balance, December 29, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| OCI before reclassifications | |||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from AOCI | (c) | ||||||||||||||||||||||||||||||||||||||||
| Net current-period OCI | $ | ||||||||||||||||||||||||||||||||||||||||
| Balance, June 29, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
(a)Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 12).
(b)Amounts were included in gain/loss of asset sales and sales of businesses, net, as part of the loss on sale of the Birmingham, UK and Dusseldorf, Germany operations (see Note 5).
(c)No amounts were reclassified to earnings.
(d)Amounts related to derivatives are included in sales, cost of goods sold or interest expense in the period or periods the hedged item affects earnings (see Note 9).
Other comprehensive income (loss) amounts (OCI) reported above by category are net of applicable income tax expense (benefit) for each period presented. Income tax expense (benefit) on OCI items is recorded as a change in a deferred tax asset or liability. Amounts recognized in OCI include the impact of any deferred tax asset valuation allowances, when applicable. Foreign currency translation adjustments, including those pertaining to noncontrolling interests, are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries.
Reclassifications out of AOCI for the quarter and year-to-date periods ended June 28, 2026 and June 29, 2025 were as follows:
24
| (In millions) | Quarter ended | Year-to-date period ended | |||||||||||||||||||||||||||
Details about AOCI Components | June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | Affected line item in the statements of operations | ||||||||||||||||||||||||
| Postretirement benefit plans | |||||||||||||||||||||||||||||
| Prior service (cost) credit | $ | $ | ( | (a) | |||||||||||||||||||||||||
| Actuarial losses | ( | ( | ( | ( | (a) | ||||||||||||||||||||||||
| ( | ( | ( | ( | (d) | Total before tax | ||||||||||||||||||||||||
| ( | ( | ( | ( | Tax benefit (e) | |||||||||||||||||||||||||
| $ | ( | $ | ( | $ | ( | $ | ( | Net of tax | |||||||||||||||||||||
| Currency translation adjustment | $ | $ | $ | $ | ( | (b,d) | |||||||||||||||||||||||
| Derivatives | |||||||||||||||||||||||||||||
| Nickel and other raw material contracts | $ | $ | ( | $ | $ | ( | (c) | ||||||||||||||||||||||
| Natural gas contracts | ( | (c) | |||||||||||||||||||||||||||
| Foreign exchange contracts | (c) | ||||||||||||||||||||||||||||
| ( | ( | (d) | Total before tax | ||||||||||||||||||||||||||
| ( | ( | Tax benefit (e) | |||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | ( | Net of tax | |||||||||||||||||||||||
(a)Amounts are reported in nonoperating retirement benefit expense (see Note 12).
(b)Amounts in 2025 were included in gain/loss on asset sales and sales of businesses, net, as part of the loss on sale of the Birmingham, UK and Dusseldorf, Germany operations (see Note 5).
(c)Amounts related to derivatives are included in sales or cost of goods sold in the period or periods the hedged item affects earnings.
(d)For pre-tax items, positive amounts are income and negative amounts are expense in terms of the impact to net income. Tax effects are presented in conformity with ATI’s presentation in the consolidated statements of operations.
(e)These amounts exclude the impact of any deferred tax asset valuation allowances, when applicable.
Note 16. Commitments and Contingencies
The Company is subject to various domestic and international environmental laws and regulations that govern the discharge of pollutants and disposal of wastes, and which may require that it investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations. The Company could incur substantial cleanup costs, fines, and civil or criminal sanctions, third party property damage or personal injury claims as a result of violations or liabilities under these laws or noncompliance with environmental permits required at its facilities. The Company is currently involved in the investigation and remediation of a number of its current and former sites, as well as third party sites.
Environmental liabilities are recorded when the Company’s liability is probable and the costs are reasonably estimable. In many cases, however, the Company is not able to determine whether it is liable or, if liability is probable, to reasonably estimate the loss or range of loss. Estimates of the Company’s liability remain subject to additional uncertainties, including the nature and extent of site contamination, available remediation alternatives, the extent of corrective actions that may be required, and the number, participation, and financial condition of other potentially responsible parties (PRPs). The Company adjusts its accruals to reflect new information as appropriate. Future adjustments could have a material adverse effect on the Company’s consolidated results of operations in a given period, but the Company cannot reliably predict the amounts of such future adjustments.
At June 28, 2026, the Company’s reserves for environmental remediation obligations totaled approximately $15 million, of which $7 million was included in other current liabilities. The reserve includes estimated probable future costs of $3 million for federal Superfund and comparable state-managed sites; $6 million for formerly owned or operated sites for which the Company has remediation or indemnification obligations; and $6 million for owned or controlled sites at which Company operations have been or plan to be discontinued. The timing of expenditures depends on a number of factors that vary by site. The Company expects that it will expend present accruals over many years and that remediation of all sites with which it has
25
been identified will be completed within thirty years . The Company continues to evaluate whether it may be able to recover a portion of past and future costs for environmental liabilities from third parties and to pursue such recoveries where appropriate.
Based on currently available information, it is reasonably possible that costs for recorded matters may exceed the Company’s recorded reserves by as much as $21 million. Future investigation or remediation activities may result in the discovery of additional hazardous materials or potentially higher levels of contamination than discovered during prior investigation and may impact costs associated with the success or lack thereof in remedial solutions. Therefore, future developments, administrative actions or liabilities relating to environmental matters could have a material adverse effect on the Company’s consolidated financial condition or results of operations and cash flows.
A number of other lawsuits, claims and proceedings have been or may be asserted against the Company relating to the conduct of its currently and formerly owned businesses, including those pertaining to product liability, environmental, health and safety matters and occupational disease (including as each relates to alleged asbestos exposure), as well as patent infringement, commercial, government contracting, construction, employment, employee and retiree benefits, taxes, environmental, and stockholder and corporate governance matters. While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial condition or liquidity, although the resolution in any reporting period of one or more of these matters could have a material adverse effect on the Company’s consolidated results of operations for that period.
The Company received employee retention tax credits under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) during the fiscal year ended December 31, 2022. Due to the complex nature of the employee retention credit computations, the Company deferred recognition of a portion of the tax credits pending the completion of any potential audit or examination, or the expiration of the related statute of limitations. During the year-to-date period ended June 28, 2026, the Company did not recognize a benefit related to these credits. As of June 28, 2026, The Company has approximately $5 million of remaining deferred retention tax credits with statute of limitations expirations in 2028.
In August 2024, the Company received notice that it and certain of its affiliates are parties to two lawsuits captioned (1) William L. Schoen, Mary J. Nesbit, Robin L. Rosewicz, George E. Poole and James E. Swartz, Jr., individually and as representatives of a class of participants and beneficiaries of the Allegheny Technologies Incorporated Pension Plan v. ATI Inc., The Allegheny Technologies Incorporated Pension Plan Administrative Committee, State Street Global Advisors Trust Co., and John Does 1-5 (Case No. 2:24-cv-01109) and (2) John Souza and Karen Souza, individually and as representatives on behalf of a class of similarly situated persons v. ATI Inc. and State Street Global Advisors Trust Co. (Case No. 2:24-cv-01214), both of which are filed in federal district court for the Western District of Pennsylvania (the Court). These lawsuits, which were consolidated in late 2024, assert various claims associated with the Company’s October 2023 purchase of group annuity contracts to transfer a portion of its U.S. qualified defined benefit pension plan obligations to Athene Annuity and Life Company and Athene Annuity & Life Assurance of New York. The Company filed a Motion to Dismiss the consolidated claims in January 2025. Following an August 2025 hearing on the Motion to Dismiss, the magistrate judge overseeing the Motion issued a report recommending that all of the plaintiffs’ claims be dismissed for lack of standing. On July 27, 2026, the Court granted the Company's Motion to Dismiss. In the event the plaintiffs challenge the grant of the Motion to Dismiss, the Company disputes and intends to vigorously defend against these claims but cannot predict their outcome or estimate any range of reasonably possible loss at this time.
Note 17. Subsequent Events
On July 8, 2026, using a portion of the cash proceeds from the issuance of the 2033 Notes, the Company redeemed the entire outstanding $350 million aggregate principal amount of its 5.875 % 2027 Notes and paid the related accrued interest on the redeemed Notes. The Company incurred debt extinguishment costs of approximately $1.2 million associated with the write-off of the related unamortized debt issuance costs.
26
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||
Overview
ATI produces specialty materials, highly differentiated by our materials science expertise and advanced process technologies. Aerospace & defense, our largest end markets, represented 69% of sales for the year-to-date period ended June 28, 2026, led by products for jet engines and airframes in addition to a wide range of defense applications. Additionally, we have a strong presence in the specialty energy market and serve customers in several other markets including conventional energy, medical, electronics and other industrial markets.
We operate in two business segments: High Performance Materials & Components (HPMC) and Advanced Alloys & Solutions (AA&S). HPMC produces a wide range of high performance materials, components, and advanced metallic powder alloys. These products are made from nickel-based alloys and superalloys, titanium and titanium-based alloys, and a variety of other specialty materials. HPMC’s capabilities range from cast/wrought and powder alloy development to production of highly engineered finished components, and 3D-printed aerospace products. The HPMC segment’s primary focus is on maximizing jet engine materials and components growth, with approximately 93% of its revenue derived from the aerospace & defense markets, including approximately 71% from products for commercial jet engines.
The AA&S segment produces nickel-based alloys, titanium and titanium-based alloys, and specialty alloys, including zirconium, hafnium, and niobium, in a variety of forms including plate, sheet, and strip products. AA&S focuses on high-value materials that are utilized in technically challenging and extreme environments, which require materials that can withstand extreme heat, radiation and corrosion. Sales to the aerospace & defense markets comprise approximately 43% of total AA&S sales. AA&S also serves customers across several other markets, notably specialty energy and conventional energy, as well as electronics and certain industrial markets.
ATI follows a 4-4-5 or 5-4-4 fiscal calendar, whereby each fiscal quarter consists of thirteen weeks grouped into two four-week months and one five-week month, and its fiscal year ends on the Sunday closest to December 31. Unless otherwise stated, references to years and quarters in this Quarterly Report on Form 10-Q relate to fiscal years and quarters, rather than calendar years and quarters.
Results of Operations
Sales
Second quarter 2026 sales increased approximately 11% to $1.26 billion, compared to $1.14 billion of sales for the second quarter 2025, primarily due to higher pricing and strong demand in the aerospace & defense markets, particularly for commercial jet engine and naval nuclear defense products. In aggregate, ATI’s aerospace & defense sales increased 13% to $862.0 million, or 68% of total sales in the second quarter 2026, compared to $761.8 million, or 67% of total sales in the second quarter 2025. Also, sales to other markets increased $21 million in the second quarter 2026 compared to the second quarter 2025, primarily due to increases in various industrial markets, including conventional energy and automotive.
Sales for the year-to-date period ended June 28, 2026 increased approximately 6% to $2.41 billion, compared to $2.28 billion of sales for the year-to-date period ended June 29, 2025, primarily due to increased demand and favorable pricing in the aerospace & defense markets. On a year-to-date basis, commercial jet engine and defense sales increased 13% and 22%, respectively. In aggregate, ATI's aerospace & defense sales increased 10% to 1.66 billion, or 69% of total sales in the year-to-date period ended June 28, 2026, compared to 1.52 billion, or 66% of total sales in the year-to-date period ended June 29, 2025. On a year-to-date basis, sales to other markets declined by $16 million, or 2%, primarily for medical, conventional energy, and electronics. This reflected the impact of the timing of shipments and capacity prioritization for key markets,
Comparative information regarding our overall sales by end market and their respective percentages of total sales for the quarters and year-to-date periods ended June 28, 2026 and June 29, 2025 is shown below.
27
| (in millions) | Quarter ended | Quarter ended | |||||||||||||||||||||
| Markets | June 28, 2026 | June 29, 2025 | |||||||||||||||||||||
| Aerospace & Defense: | |||||||||||||||||||||||
| Jet Engines- Commercial | $ | 508.3 | 40 | % | $ | 447.8 | 39 | % | |||||||||||||||
| Airframes- Commercial | 191.7 | 15 | % | 195.2 | 17 | % | |||||||||||||||||
| Defense | 162.0 | 13 | % | 118.8 | 11 | % | |||||||||||||||||
| Total Aerospace & Defense | 862.0 | 68 | % | 761.8 | 67 | % | |||||||||||||||||
| Other Markets: | |||||||||||||||||||||||
| Specialty Energy | 59.2 | 5 | % | 63.5 | 6 | % | |||||||||||||||||
| Electronics | 38.2 | 3 | % | 43.7 | 4 | % | |||||||||||||||||
| Medical | 23.0 | 2 | % | 38.9 | 3 | % | |||||||||||||||||
| Automotive | 72.3 | 6 | % | 64.8 | 6 | % | |||||||||||||||||
| Conventional Energy | 103.5 | 8 | % | 92.9 | 8 | % | |||||||||||||||||
| Construction/Mining | 34.9 | 3 | % | 33.3 | 3 | % | |||||||||||||||||
| Other | 68.0 | 5 | % | 41.5 | 3 | % | |||||||||||||||||
| Total Other Markets | 399.1 | 32 | % | 378.6 | 33 | % | |||||||||||||||||
| Total | $ | 1,261.1 | 100 | % | $ | 1,140.4 | 100 | % | |||||||||||||||
| (in millions) | Year-to-date period ended | Year-to-date period ended | |||||||||||||||||||||
| Markets | June 28, 2026 | June 29, 2025 | |||||||||||||||||||||
| Aerospace & Defense: | |||||||||||||||||||||||
| Jet Engines- Commercial | $ | 980.3 | 41 | % | $ | 869.2 | 38 | % | |||||||||||||||
| Airframes- Commercial | 378.3 | 16 | % | 401.0 | 17 | % | |||||||||||||||||
| Defense | 301.0 | 12 | % | 246.0 | 11 | % | |||||||||||||||||
| Total Aerospace & Defense | 1,659.6 | 69 | % | 1,516.2 | 66 | % | |||||||||||||||||
| Other Markets: | |||||||||||||||||||||||
| Specialty Energy | 120.8 | 5 | % | 114.0 | 5 | % | |||||||||||||||||
| Electronics | 66.5 | 3 | % | 83.3 | 4 | % | |||||||||||||||||
| Medical | 50.5 | 2 | % | 81.3 | 4 | % | |||||||||||||||||
| Automotive | 133.8 | 5 | % | 125.4 | 5 | % | |||||||||||||||||
| Conventional Energy | 187.7 | 8 | % | 214.7 | 9 | % | |||||||||||||||||
| Construction/Mining | 73.9 | 3 | % | 66.2 | 3 | % | |||||||||||||||||
| Other | 119.8 | 5 | % | 83.7 | 4 | % | |||||||||||||||||
| Total Other Markets | 753.0 | 31 | % | 768.6 | 34 | % | |||||||||||||||||
| Total | $ | 2,412.6 | 100 | % | $ | 2,284.8 | 100 | % | |||||||||||||||
For the second quarter 2026, international sales decreased to $464 million, or 37% of total sales, from $490 million, or 43% of total sales, in the second quarter 2025.
For the year-to-date period ended June 28, 2026, international sales decreased to $923 million, or 38% of total sales, from $991 million, or 43% of total sales, in the year-to-date period ended June 29, 2025.
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Comparative information regarding our major products based on their percentages of sales are shown below. Hot-Rolling and Processing Facility (HRPF) conversion service sales in the AA&S segment are excluded from this presentation.
| Quarter ended | Year-to-date period ended | ||||||||||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | ||||||||||||||||||||
| Nickel-based alloys and specialty alloys | 51 | % | 48 | % | 50 | % | 48 | % | |||||||||||||||
| Precision forgings, castings and components | 18 | % | 21 | % | 19 | % | 21 | % | |||||||||||||||
| Titanium and titanium-based alloys | 15 | % | 17 | % | 16 | % | 18 | % | |||||||||||||||
| Zirconium and related alloys | 11 | % | 9 | % | 10 | % | 8 | % | |||||||||||||||
| Precision rolled strip products | 5 | % | 5 | % | 5 | % | 5 | % | |||||||||||||||
| Total | 100 | % | 100 | % | 100 | % | 100 | % | |||||||||||||||
Gross Profit
Gross profit for the second quarter 2026 was $309.8 million, or 24.6% of sales, compared to $242.5 million, or 21.3% of sales, for the second quarter 2025. Second quarter 2026 gross profit includes $6.1 million of start-up and transaction-related costs, which are excluded from Adjusted EBITDA. 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, as well as $7.1 million of start-up and transaction-related costs, which are excluded from Adjusted EBITDA.
Our gross profit was $572.7 million, or 23.7% of sales, for the year-to-date period ended June 28, 2026, compared to $478.3 million, or 20.9% of sales for the year-to-date period ended June 29, 2025. Year-to-date period ended June 28, 2026 gross profit includes start-up and transaction-related costs of $14.1 million and $1.1 million of restructuring-related costs, which are excluded from Adjusted EBITDA. Year-to-date period ended June 29, 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 related to the HPMC segment and $2.8 million related to the AA&S segment. Year-to-date period ended June 29, 2025 gross profit also includes $11.1 million of start-up and transaction costs, which are excluded from Adjusted EBITDA.
Selling and Administrative Expenses
Selling and administrative expenses for the second quarter 2026 were $95.7 million, an increase of 15.6% compared to $82.8 million for the second quarter 2025. The increase was primarily due to $11.0 million of transformation and transaction-related costs and $2.6 million of losses on the sale of customer accounts receivable, which are excluded from Adjusted EBITDA. Second quarter 2025 included $1.6 million of losses on the sale of customer accounts receivable, which are excluded from Adjusted EBITDA.
Selling and administrative expenses for the year-to-date period ended June 28, 2026 were 187.8 million, an increase of 11.9% compared to $167.8 million for the year-to-date period ended June 29, 2025. The increase was primarily due to $18.9 million of transformation and transaction-related costs and $5.1 million of losses on the sale of customer accounts receivable, which are excluded from Adjusted EBITDA. Year-to-date period ended June 29, 2025 included $3.2 million of losses on the sale of customer accounts receivable, which are excluded from Adjusted EBITDA.
Restructuring Charges
Second quarter 2026 included restructuring-related severance, impairment, and other costs of $3.9 million due to the rationalization of certain facilities, which are excluded from Adjusted EBITDA. Second quarter 2025 included a credit of $1.3 million, due to a reduction in severance-related reserves based on revised workforce reduction estimates.
The year-to-date period ended June 28, 2026 included restructuring-related severance, impairment, and other costs of $10.9 million due to the rationalization of certain facilities, which are excluded from Adjusted EBITDA. The year-to-date period ended June 29, 2025 included a credit of $1.3 million, due to a reduction in severance-related reserves based on revised workforce reduction estimates.
Gain/Loss on Asset Sales and Sales of Businesses, net
The gain on asset sales and sales of businesses, net of $9.8 million during the quarter and year-to-date periods June 28, 2026 was primarily attributable to the sale of a previously closed manufacturing facility during the second quarter of 2026, which was part of the AA&S segment.
29
The loss on asset sales and sales of businesses, net of $3.9 million during the year-to-date period ended June 29, 2025 was primarily comprised of a $3.7 million loss on 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.
Interest Expense, Net
Interest expense, net decreased to $23.9 million in the second quarter of 2026 compared to $25.4 million in the second quarter of 2025. Capitalized interest reduced interest expense by $3.2 million in the second quarter 2026 and $2.1 million in the second quarter 2025. The decrease in interest expense, net was primarily related to the year-over-year increase in interest capitalization on strategic capital projects.
Interest expense, net decreased to $47.6 million in the year-to-date period ended June 28, 2026 compared to $48.4 million in the year-to-date period ended June 29, 2025. Capitalized interest reduced interest expense by $6.2 million in the year-to-date period ended June 28, 2026 and $5.2 million in the year-to-date period ended June 29, 2025. The decrease in interest expense, net was primarily related to the year-over-year increase in interest capitalization on strategic capital projects.
Other Income, Net
Other income, net for the second quarter 2026 decreased to $1.1 million compared to $1.8 million in the second quarter 2025. Other income, net for the year-to-date period ended June 28, 2026 decreased to $1.9 million compared to $3.3 million in the year-to-date period ended June 29, 2025. The change in both the quarter and year-to-date periods is due to a decrease in rental and royalty income.
Income Taxes
Our effective tax rate for the second quarter 2026 was 20.0%, resulting in an income tax provision of $38.6 million, and our effective tax rate for the second quarter 2025 was 22.0%, resulting in an income tax provision of $29.3 million. The lower effective tax rate on a year-over-year basis was primarily due to the timing and amount of discrete tax benefits. The effective tax rate for the second quarter of 2026 includes discrete tax benefits of $1.2 million, primarily for share-based compensation, while the effective tax rate for the second quarter of 2025 includes discrete tax expense of $0.6 million. Excluding the discrete tax items, the Company's effective tax rate for the second quarter 2026 and 2025 was 20.6% and 21.5%, respectively. The decline in the effective tax rate primarily reflects the availability of certain deductions in 2026 that were limited in 2025, following the enactment of the One Big Beautiful Bill Act.
Our effective tax rate for the year-to-date period ended June 28, 2026 was 16.6%, resulting in an income tax provision of $54.7 million, and 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. The lower effective tax rate on a year-over-year basis was primarily due to the timing and amount of discrete tax benefits. The effective tax rate for the year-to-date period ended June 28, 2026 includes discrete tax benefits of $13.0 million, while the effective tax rate for the year-to-date period ended June 29, 2025 includes discrete tax benefits of $4.5 million. The discrete tax benefits in both periods were primarily for share-based compensation. Excluding the discrete tax items, the Company's effective tax rate for the year-to-date periods June 28, 2026 and June 29, 2025 was 20.5% and 21.5%, respectively. The decline in the effective tax rate primarily reflects the availability of certain deductions in 2026 that were limited in 2025, following the enactment of the One Big Beautiful Bill Act.
Net Income
Net income attributable to ATI was $151.0 million, or $1.09 per share, in the second quarter 2026, compared to $100.7 million, or $0.70 per share, for the second quarter 2025.
Net income attributable to ATI was $269.2 million, or $1.94 per share, in the year-to-date period ended June 28, 2026, compared to $197.7 million, or $1.38 per share, in the year-to-date period ended June 29, 2025.
Business Segment Results
Comparative financial information for our segments and corporate operations for the quarterly and year-to-date periods ended June 28, 2026 and June 29, 2025 is shown below.
30
| (in millions) | Quarter ended | Year-to-date period ended | |||||||||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | ||||||||||||||||||||
| Sales: | |||||||||||||||||||||||
| High Performance Materials & Components | $ | 637.1 | $ | 608.8 | $ | 1,251.4 | $ | 1,192.9 | |||||||||||||||
| Advanced Alloys & Solutions | 624.0 | 531.6 | 1,161.2 | 1,091.9 | |||||||||||||||||||
| Total external sales | $ | 1,261.1 | $ | 1,140.4 | $ | 2,412.6 | $ | 2,284.8 | |||||||||||||||
Segment EBITDA(a): | |||||||||||||||||||||||
| High Performance Materials & Components | $ | 153.5 | $ | 144.0 | $ | 306.4 | $ | 275.0 | |||||||||||||||
| % of Sales | 24.1 | % | 23.7 | % | 24.5 | % | 23.1 | % | |||||||||||||||
| Advanced Alloys & Solutions | 147.6 | 76.7 | 244.6 | 160.1 | |||||||||||||||||||
| % of Sales | 23.7 | % | 14.4 | % | 21.1 | % | 14.7 | % | |||||||||||||||
Corporate, Closed Operations and Other (income) expense(b): | |||||||||||||||||||||||
| Corporate expense | $ | 14.9 | $ | 15.4 | $ | 31.9 | $ | 32.8 | |||||||||||||||
| Closed operations and other (income) expense | 1.8 | (2.4) | 3.0 | — | |||||||||||||||||||
| Total Corporate, Closed Operations and Other expense | $ | 16.7 | $ | 13.0 | $ | 34.9 | $ | 32.8 | |||||||||||||||
| Depreciation & Amortization: | |||||||||||||||||||||||
| High Performance Materials & Components | $ | 20.6 | $ | 20.9 | $ | 40.2 | $ | 40.6 | |||||||||||||||
| Advanced Alloys & Solutions | 21.8 | 19.1 | 45.5 | 38.6 | |||||||||||||||||||
| Other | 1.6 | 1.6 | 3.3 | 3.2 | |||||||||||||||||||
| Total depreciation & amortization | $ | 44.0 | $ | 41.6 | $ | 89.0 | $ | 82.4 | |||||||||||||||
(a)The Company’s Chief Operating Decision Maker (CODM) utilizes 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.
(b)Amounts exclude depreciation and amortization.
High Performance Materials & Components Segment
Second quarter 2026 sales were $637.1 million, an increase of $28.3 million, or 5%, compared to the second quarter 2025, primarily due to sales growth in the the aerospace & defense markets, which increased $30.9 million, or 6%. This increase was primarily driven by strong demand and pricing for commercial jet engine products, which grew more than 10% on a year-over-year basis.
Comparative information for our HPMC segment revenues by market and their respective percentages of the segment’s overall revenues for the quarters ended June 28, 2026 and June 29, 2025 is as follows:
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| (in millions) | Quarter ended | Quarter ended | |||||||||||||||||||||
| Markets | June 28, 2026 | June 29, 2025 | |||||||||||||||||||||
| Aerospace & Defense: | |||||||||||||||||||||||
| Jet Engines- Commercial | $ | 462.0 | 73 | % | $ | 419.6 | 69 | % | |||||||||||||||
| Airframes- Commercial | 74.5 | 12 | % | 77.3 | 13 | % | |||||||||||||||||
| Defense | 53.5 | 8 | % | 61.8 | 10 | % | |||||||||||||||||
| Total Aerospace & Defense | 590.0 | 93 | % | 558.7 | 92 | % | |||||||||||||||||
| Other Markets: | |||||||||||||||||||||||
| Specialty Energy | 15.3 | 2 | % | 14.7 | 2 | % | |||||||||||||||||
| Medical | 7.7 | 1 | % | 15.4 | 3 | % | |||||||||||||||||
| Construction/Mining | 10.9 | 2 | % | 8.1 | 1 | % | |||||||||||||||||
| Automotive | 1.0 | — | % | 2.8 | 1 | % | |||||||||||||||||
| Conventional Energy | 2.7 | 1 | % | 1.4 | — | % | |||||||||||||||||
| Other | 9.5 | 1 | % | 7.7 | 1 | % | |||||||||||||||||
| Total Other Markets | 47.1 | 7 | % | 50.1 | 8 | % | |||||||||||||||||
| Total | $ | 637.1 | 100 | % | $ | 608.8 | 100 | % | |||||||||||||||
International sales represented 40% of total segment sales for the second quarter 2026, compared to 43% 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 28, 2026 and June 29, 2025, is as follows:
| Quarter ended | |||||||||||
| June 28, 2026 | June 29, 2025 | ||||||||||
| Nickel-based alloys and specialty alloys | 51 | % | 44 | % | |||||||
| Precision forgings, castings and components | 35 | % | 39 | % | |||||||
| Titanium and titanium-based alloys | 14 | % | 17 | % | |||||||
| Total | 100 | % | 100 | % | |||||||
Segment EBITDA in the second quarter 2026 was $153.5 million, or 24.1% of total sales, compared to $144.0 million, or 23.7% of total sales, for the second quarter 2025. The increase in segment EBITDA margin rate was primarily due to higher volume and favorable pricing, partially offset by higher manufacturing and period costs, including costs associated with revised qualification requirements for our new facility in Mexico and titanium electron-beam furnace.
Sales for the year-to-date period ended June 28, 2026 were $1.3 billion, an increase of $58.5 million, or 5%, compared to the year-to-date period ended June 29, 2025, primarily due to sales growth in the aerospace & defense markets, which increased $62.5 million, or 6%. The growth in the aerospace & defense markets was primarily driven by strong demand and pricing for commercial jet engine products, which grew more than 9% on a year-over-year basis.
Comparative information for our HPMC segment revenues by market and their respective percentages of the segment’s overall revenues for the year-to-date periods ended June 28, 2026 and June 29, 2025 is as follows:
32
| (in millions) | Year-to-date period ended | Year-to-date period ended | |||||||||||||||||||||
| Markets | June 28, 2026 | June 29, 2025 | |||||||||||||||||||||
| Aerospace & Defense: | |||||||||||||||||||||||
| Jet Engines- Commercial | $ | 893.0 | 72 | % | $ | 816.9 | 69 | % | |||||||||||||||
| Airframes- Commercial | 153.2 | 12 | % | 159.1 | 13 | % | |||||||||||||||||
| Defense | 112.5 | 9 | % | 120.2 | 10 | % | |||||||||||||||||
| Total Aerospace & Defense | 1,158.7 | 93 | % | 1,096.2 | 92 | % | |||||||||||||||||
| Other Markets: | |||||||||||||||||||||||
| Specialty Energy | 30.9 | 3 | % | 27.1 | 2 | % | |||||||||||||||||
| Medical | 17.4 | 1 | % | 31.2 | 3 | % | |||||||||||||||||
| Construction/Mining | 22.6 | 2 | % | 15.2 | 1 | % | |||||||||||||||||
| Automotive | 1.7 | — | % | 4.2 | 1 | % | |||||||||||||||||
| Conventional Energy | 4.6 | — | % | 3.1 | — | % | |||||||||||||||||
| Other | 15.5 | 1 | % | 15.9 | 1 | % | |||||||||||||||||
| Total Other Markets | 92.7 | 7 | % | 96.7 | 8 | % | |||||||||||||||||
| Total | $ | 1,251.4 | 100 | % | $ | 1,192.9 | 100 | % | |||||||||||||||
International sales as a percentage of total segment sales remained flat at 43% for the year-to-date period ended June 28, 2026, compared to the prior year period. Comparative information for the HPMC segment’s major product categories, based on their percentages of revenue for the year-to-date periods ended June 28, 2026 and June 29, 2025, is as follows:
| Year-to-date period ended | |||||||||||
| June 28, 2026 | June 29, 2025 | ||||||||||
| Nickel-based alloys and specialty alloys | 48 | % | 43 | % | |||||||
| Precision forgings, castings and components | 36 | % | 39 | % | |||||||
| Titanium and titanium-based alloys | 16 | % | 18 | % | |||||||
| Total | 100 | % | 100 | % | |||||||
Segment EBITDA in the first half of 2026 increased to $306.4 million, or 24.5% of total sales, compared to $275 million, or 23.1% of total sales, for the first half of 2025. The increase in segment EBITDA margin rate was primarily due to favorable sales mix and pricing, partially offset by higher manufacturing and period costs.
The Company continues to invest in capacity and to improve work-flow processes and operations. HPMC results for second quarter 2026 reflected year-over-year improved operating leverage and pricing as we continued to experience strong demand in our key aerospace & defense markets, particularly for commercial jet engine products. We believe our long-term agreements with aerospace market OEMs and backlog for our specialty materials, including powders, parts and components, position the HPMC segment for continued growth.
Advanced Alloys & Solutions Segment
Second quarter 2026 sales were $624.0 million, an increase of $92.4 million, or 17%, compared to second quarter 2025, primarily driven by higher sales to the aerospace & defense and conventional energy markets. On a year-over-year basis, aerospace & defense sales grew by 34%, including an increase in defense sales of 90%, reflecting both increased demand and pricing. Aerospace & defense sales were 44% of the total AA&S sales in the second quarter 2026 compared to 38% in second quarter 2025.
Comparative information regarding our AA&S segment revenues by market and their respective percentages of the segment’s overall revenues for the quarters ended June 28, 2026 and June 29, 2025 is shown below.
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| (in millions) | Quarter ended | Quarter ended | |||||||||||||||||||||
| Markets | June 28, 2026 | June 29, 2025 | |||||||||||||||||||||
| Aerospace & Defense: | |||||||||||||||||||||||
| Jet Engines- Commercial | $ | 46.3 | 8 | % | $ | 28.2 | 5 | % | |||||||||||||||
| Airframes- Commercial | 117.2 | 19 | % | 117.9 | 22 | % | |||||||||||||||||
| Defense | 108.5 | 17 | % | 57.0 | 11 | % | |||||||||||||||||
| Total Aerospace & Defense | 272.0 | 44 | % | 203.1 | 38 | % | |||||||||||||||||
| Other Markets: | |||||||||||||||||||||||
| Electronics | 38.2 | 6 | % | 43.7 | 8 | % | |||||||||||||||||
| Specialty Energy | 43.9 | 7 | % | 48.8 | 9 | % | |||||||||||||||||
| Medical | 15.3 | 2 | % | 23.5 | 4 | % | |||||||||||||||||
| Automotive | 71.3 | 12 | % | 62.0 | 12 | % | |||||||||||||||||
| Conventional Energy | 100.8 | 16 | % | 91.5 | 17 | % | |||||||||||||||||
| Construction/Mining | 24.0 | 4 | % | 25.2 | 5 | % | |||||||||||||||||
| Other | 58.5 | 9 | % | 33.8 | 7 | % | |||||||||||||||||
| Total Other Markets | 352.0 | 56 | % | 328.5 | 62 | % | |||||||||||||||||
| Total | $ | 624.0 | 100 | % | $ | 531.6 | 100 | % | |||||||||||||||
International sales represented 33% of total segment sales for the second quarter of 2026, compared to 44% 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 28, 2026 and June 29, 2025, is presented in the following table. HRPF conversion service sales are excluded from this presentation.
| Quarter ended | |||||||||||
| June 28, 2026 | June 29, 2025 | ||||||||||
| Nickel-based alloys and specialty alloys | 52 | % | 53 | % | |||||||
| Titanium and titanium-based alloys | 16 | % | 17 | % | |||||||
| Zirconium and related alloys | 22 | % | 19 | % | |||||||
| Precision rolled strip products | 10 | % | 11 | % | |||||||
| Total | 100 | % | 100 | % | |||||||
Segment EBITDA was $147.6 million, or 23.7% of sales, for the second quarter 2026, compared to segment EBITDA of $76.7 million, or 14.4% of sales, for the second quarter 2025. Segment EBITDA for the second quarter 2026 includes a $9.9 million gain from the sale of a previously closed manufacturing facility. In addition, second quarter 2025 included a $2.6 million benefit from the recognition of previously deferred employee retention tax credits. Excluding the impact of these items, the segment EBITDA margin rate increase compared to the prior year period was primarily due to higher pricing and favorable mix.
Sales for the year-to-date period ended June 28, 2026 were $1.2 billion, an increase of $69.3 million, or 6%, compared to the year-to-date period ended June 29, 2025, primarily due to sales growth in the aerospace & defense markets, which increased $80.9 million, or 19%. This increase was primarily driven by sales growth to the defense market, which grew by 50%, as well as strong demand and pricing for commercial jet engine products, which grew 67% on a year-over-year basis. These increases were partially offset by lower volume of commercial airframe products due to end market supply chain constraints and production schedules.
Comparative information for our AA&S segment revenues by market and their respective percentages of the segment’s overall revenues for the year-to-date periods ended June 28, 2026 and June 29, 2025 is as follows:
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| (in millions) | Year-to-date period ended | Year-to-date period ended | |||||||||||||||||||||
| Markets | June 28, 2026 | June 29, 2025 | |||||||||||||||||||||
| Aerospace & Defense: | |||||||||||||||||||||||
| Jet Engines- Commercial | $ | 87.3 | 8 | % | $ | 52.3 | 5 | % | |||||||||||||||
| Airframes- Commercial | 225.1 | 19 | % | 241.9 | 22 | % | |||||||||||||||||
| Defense | 188.5 | 16 | % | 125.8 | 12 | % | |||||||||||||||||
| Total Aerospace & Defense | 500.9 | 43 | % | 420.0 | 39 | % | |||||||||||||||||
| Other Markets: | |||||||||||||||||||||||
| Electronics | 66.5 | 6 | % | 83.3 | 8 | % | |||||||||||||||||
| Specialty Energy | 89.9 | 8 | % | 86.9 | 8 | % | |||||||||||||||||
| Medical | 33.1 | 3 | % | 50.1 | 5 | % | |||||||||||||||||
| Automotive | 132.1 | 11 | % | 121.2 | 11 | % | |||||||||||||||||
| Conventional Energy | 183.1 | 16 | % | 211.6 | 19 | % | |||||||||||||||||
| Construction/Mining | 51.3 | 4 | % | 51.0 | 5 | % | |||||||||||||||||
| Other | 104.3 | 9 | % | 67.8 | 5 | % | |||||||||||||||||
| Total Other Markets | 660.3 | 57 | % | 671.9 | 61 | % | |||||||||||||||||
| Total | $ | 1,161.2 | 100 | % | $ | 1,091.9 | 100 | % | |||||||||||||||
International sales as a percentage of total segment sales declined to 33% for the year-to-date period ended June 28, 2026, compared to 43% the prior year period. Comparative information for the AA&S segment’s major product categories, based on their percentages of revenue for the year-to-date periods ended June 28, 2026 and June 29, 2025, is presented in the following table. HRPF conversion service sales are excluded from this presentation.
| Year-to-date period ended | |||||||||||
| June 28, 2026 | June 29, 2025 | ||||||||||
| Nickel-based alloys and specialty alloys | 52 | % | 54 | % | |||||||
| Titanium and titanium-based alloys | 16 | % | 17 | % | |||||||
| Zirconium and related alloys | 21 | % | 18 | % | |||||||
| Precision rolled strip products | 11 | % | 11 | % | |||||||
| Total | 100 | % | 100 | % | |||||||
Segment EBITDA in the first half of 2026 increased to $244.6 million, or 21.1% of total sales, compared to $160.1 million, or 14.7% of total sales, for the first half of 2025. Segment EBITDA in the first half of 2026 includes a $9.9 million gain from the sale of a previously closed manufacturing facility. 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 and a benefit of $2.6 million due to a customer recovery for previously reserved accounts receivable. Excluding the impact of these items, the increase in segment EBITDA margin rate, compared to the prior year period was primarily due to higher pricing and favorable mix.
Corporate Items
Corporate expenses for the second quarter of 2026 declined to $14.9 million, compared to $15.4 million for the second quarter 2025. The reduction in expenses was primarily due to a benefit from an insurance claim, partially offset by higher incentive compensation expense. For the year-to-date period ended June 28, 2026, corporate expenses were $31.9 million, compared to $32.8 million for the year-to-date period ended June 29, 2025. The reduction in expenses was primarily due to a reduction in legal and permitting fees.
Closed operations and other income/expense for the second quarter 2026 was expense of $1.8 million, compared to income of $2.4 million for the second quarter 2025. Second quarter 2025 benefited from foreign exchange gains of $1.8 million and a favorable bankruptcy settlement related to an insurance claim of $1.1 million. Closed operations and other income/expense for the year-to-date period ended June 28, 2026 was expense of $3.0 million.
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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 inventories, excluding the effects of reserves for uncollectible accounts receivable and inventory valuation reserves, less accounts payable and short-term contract liabilities. Managed working capital is not intended to replace working capital or other GAAP financial measures or to be used as a measure of liquidity. Management believes this non-GAAP financial measure focuses on the assets and liabilities most closely attributable to our core operations, allowing Management to quantify and evaluate the asset intensity of our business. Further, Management believes this non-GAAP financial measure provides investors with additional insights into the Company’s effectiveness in balancing the need to maintain appropriate asset levels to support sales growth and operations while deploying our cash effectively.
We employ several strategies to actively manage our Managed working capital. Our strategies include, but are not limited to, taking advantage of favorable customer and supplier payment terms, participating in supplier financing programs, accounts receivable factoring arrangements and other customer financing programs, managing the timing of purchases of raw materials, and leveling manufacturing process throughput and shipping. We assess Managed working capital performance as a percentage of the prior three months annualized sales.
At June 28, 2026, Managed working capital increased as a percentage of annualized sales to 34.3% compared to 32.5% at December 28, 2025. The increase in Managed working capital as a percentage of annualized sales was primarily due to seasonal inventory builds to support increased operating levels and the timing of shipments. As a result, gross inventory turns, which measures how many times we turn over our inventory relative to cost of sales in a year, worsened by 13% at June 28, 2026 compared to December 28, 2025. Days sales outstanding, which measures actual collection timing for accounts receivable, improved by 12% as of June 28, 2026 compared to December 28, 2025.
The computations of Managed working capital at June 28, 2026 and December 28, 2025, reconciled to the financial statement line items as computed under U.S. GAAP, were as follows.
| June 28, | December 28, | ||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Accounts receivable | $ | 646.6 | $ | 686.1 | |||||||
| Short-term contract assets | 95.9 | 72.8 | |||||||||
| Inventory | 1,667.5 | 1,403.2 | |||||||||
| Accounts payable | (656.6) | (568.2) | |||||||||
| Short-term contract liabilities | (143.5) | (146.4) | |||||||||
| Subtotal | 1,609.9 | 1,447.5 | |||||||||
| Allowance for doubtful accounts | 4.2 | 4.2 | |||||||||
| Inventory valuation reserves | 117.2 | 80.4 | |||||||||
| Net managed working capital held for sale | — | — | |||||||||
| Managed working capital | $ | 1,731.3 | $ | 1,532.1 | |||||||
| Annualized prior 3 months sales | $ | 5,044.5 | $ | 4,708.2 | |||||||
| Managed working capital as a % of annualized sales | 34.3 | % | 32.5 | % | |||||||
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Liquidity and Financial Condition
The Company's amended Asset Based Lending (ABL) Credit Facility, which is collateralized by the accounts receivable and inventory of our operations, consists of a $200 million term loan (Term Loan) and a $600 million revolving credit facility, which includes a letter of credit sub-facility of up to $200 million and a swing loan facility of up to $60 million. Additionally, the Company had the ability, through June 13, 2026 and as long as no default or event of default had occurred and was continuing, to borrow an additional term loan of up to $100 million in total, using one or two draws (the Delayed-Draw Term Loan), which it did not exercise. 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 term runs through June of 2030.
2033 Senior Notes
On June 3, 2026, the Company issued $450 million aggregate principal amount of 5.875% Senior Notes due 2033 (2033 Notes). Interest on the 2033 Notes is payable semi-annually in arrears at a rate of 5.875% per year. The 2033 Notes will mature on June 15, 2033. Net proceeds were $443.1 million from this issuance, of which approximately $350 million was used for the redemption of the Company’s 5.875% Senior Notes due 2027 (2027 Notes), and the remainder is to be used for liquidity and general corporate purposes.
The Company incurred underwriting fees and other third-party expenses related to the issuance of the 2033 Notes totaling $6.9 million, which were recorded as a reduction to the carrying value of the debt and are being amortized over the 7-year term of the 2033 Notes. The 2033 Notes are unsecured and unsubordinated obligations of the Company and equally ranked with all its existing and future senior unsecured debt. The 2033 Notes restrict the Company’s ability to incur certain liens, enter into sale leaseback transactions, guarantee certain indebtedness and consolidate or merge with or into another entity or sell, transfer or lease all, or substantially all, of its assets.
Prior to June 15, 2029, the Company has the option to redeem the 2033 Notes, as a whole or in part, at any time or from time to time, at redemption prices specified in the 2033 Notes. The 2033 Notes are subject to redemption upon the occurrence of a change in control repurchase event (as defined in the 2033 Notes) at a redemption price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus any accrued and unpaid interest on the 2033 Notes repurchased.
Redemption of 2027 Senior Notes
On June 8, 2026, the Company exercised its right to redeem the entire outstanding $350 million aggregate principal amount of its 2027 Notes, and The Bank of New York Mellon, as trustee, issued a notice of redemption to registered holders of the 2027 Notes, with the intent to use a portion of the net proceeds from the issuance of the 2033 Notes for the redemption. As of June 28, 2026, the outstanding balance of the 2027 Notes, net of unamortized debt issuance costs have been classified as current liabilities on the consolidated balance sheets. All of the outstanding 2027 Notes were redeemed on July 8, 2026.
On July 8, 2026, using a portion of the cash proceeds from the issuance of the 2033 Notes, the Company redeemed the entire outstanding $350 million aggregate principal amount of its 2027 Notes and paid the related accrued interest on the redeemed Notes. The Company incurred debt extinguishment costs of approximately $1.2 million associated with the write-off of the related unamortized debt issuance costs.
As of June 28, 2026, there were no outstanding borrowings under the revolving portion of the ABL facility, and $29.3 million was utilized to support the issuance of letters of credit. At June 28, 2026, we had $783.0 million of cash and cash equivalents and available additional liquidity under the ABL facility of approximately $570 million. Our next significant debt maturity is $325.0 million of 4.875% Senior Notes in the fourth quarter of fiscal year 2029.
Periodically, our Board of Directors authorizes the repurchase of ATI common stock (the “Share Repurchase Program”), the most recently authorizing the repurchase of up to $700 million, as announced in September 2024, and an additional $500 million announced in February 2026. 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 periods ended June 28, 2026, ATI used $50 million and $125.0 million, respectively, to repurchase 0.3 million and 0.8 million, respectively, of its common stock under the Share Repurchase Program. At June 28, 2026, the Company has utilized all of the $700 million in repurchase authority announced in September 2024 and $5 million of the additional repurchase authority announced in February 2026. As of June 28, 2026, total share repurchase authorization remaining under the active Share Repurchase Program was $495 million.
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We believe that internally generated funds, current cash on hand and available borrowings under the ABL facility will be adequate to meet our liquidity needs. In the event we decide to obtain additional financing, the cost and terms and conditions of such borrowings may be influenced by our credit rating. In addition, we regularly review our capital structure, various financing alternatives, and conditions in the debt and equity markets in order to opportunistically enhance our capital structure. As a result, we may seek to refinance or retire existing indebtedness, incur new or additional indebtedness or issue equity or equity-linked securities, in each case, depending on market and other conditions. We have no off-balance sheet arrangements as defined in Item 303(a)(4) of SEC Regulation S-K.
In managing our overall capital structure, we focus on the ratio of both total and net debt to Adjusted EBITDA (Adjusted EBITDA Leverage ratios), which we use as a measure of our ability to repay our incurred debt. We define total debt as the total principal balance of our outstanding indebtedness including deferred financing costs. Net debt is defined as the total principal balance of our outstanding indebtedness excluding deferred financing costs, net of cash, at the balance sheet date. See below 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. We calculate the Adjusted EBITDA Leverage ratios based on total or net debt at the balance sheet date and Adjusted EBITDA for the trailing twelve-month period from the balance sheet date.
Our Total Debt to Adjusted EBITDA Leverage ratio at June 28, 2026 worsened as compared to December 28, 2025, primarily due to the issuance of the 2033 Notes. Our Net Debt to Adjusted EBITDA Leverage ratio improved in second quarter 2026 compared to year end 2025, largely due to a higher 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:
| (in millions) | Quarter ended | Trailing 12-month period ended | Year ended | ||||||||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | December 28, 2025 | ||||||||||||||||||||
| Net income attributable to ATI | $ | 151.0 | $ | 100.7 | $ | 475.8 | $ | 404.3 | |||||||||||||||
| Net income attributable to noncontrolling interests | 3.3 | 3.3 | 13.1 | 14.3 | |||||||||||||||||||
| Net income | 154.3 | 104.0 | 488.9 | 418.6 | |||||||||||||||||||
| Interest expense | 23.9 | 25.4 | 97.8 | 98.6 | |||||||||||||||||||
| Depreciation and amortization | 44.0 | 41.6 | 174.7 | 168.1 | |||||||||||||||||||
| Income tax provision (benefit) | 38.6 | 29.3 | 108.1 | 103.7 | |||||||||||||||||||
| Pension remeasurement loss | — | — | 18.6 | 18.6 | |||||||||||||||||||
| Restructuring and other charges | 23.6 | 7.4 | 85.8 | 48.8 | |||||||||||||||||||
| Gain on asset sales and sale of businesses, net | — | — | (0.8) | 2.9 | |||||||||||||||||||
| Adjusted EBITDA | $ | 284.4 | $ | 207.7 | $ | 973.1 | $ | 859.3 | |||||||||||||||
| Debt | $ | 2,192.0 | $ | 1,749.4 | |||||||||||||||||||
| Add: Debt issuance costs | 17.1 | 11.6 | |||||||||||||||||||||
| Total debt | 2,209.1 | 1,761.0 | |||||||||||||||||||||
| Less: Cash | (783.0) | (416.7) | |||||||||||||||||||||
| Net debt | $ | 1,426.1 | $ | 1,344.3 | |||||||||||||||||||
| Total Debt to Adjusted EBITDA | 2.27 | 2.05 | |||||||||||||||||||||
| Net Debt to Adjusted EBITDA | 1.47 | 1.56 | |||||||||||||||||||||
Cash Flow
Cash provided by operations was $260.0 million in the year-to-date period ended June 28, 2026, a significant improvement compared to cash provided by operating activities of $69.0 million in the year-to-date period ended June 29, 2025 that was due to higher net income and improved working capital changes. Cash provided by operations was also positively impacted by the sale of $60 million of accounts receivable in exchange for cash under the Receivables Facility. Working capital balances, and consequently cash from operations, can fluctuate throughout any operating period based upon the timing of receipts from
38
customers and payments to vendors. Other significant first half 2026 and 2025 operating cash flow items included payment of the annual cash incentive compensation.
Cash used in investing activities was $116.8 million in the year-to-date period ended June 28, 2026, which included $123.8 million for capital expenditures primarily for various growth projects to support the aerospace & defense markets. Cash used in investing activities was $119.2 million in the year-to-date period ended June 29, 2025, reflecting $125.4 million in 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.
Cash provided by financing activities was $223.4 million in the year-to-date period ended June 28, 2026, which included $450.0 million for the issuance of the 2033 Notes. These inflows were offset by $125.0 million to repurchase 0.8 million shares of ATI stock under our Share Repurchase Program, $81.7 million to repurchase shares associated with income tax withholdings on share-based compensation, and $16.7 million in payments on finance lease obligations. For the year-to-date period ended June 29, 2025, cash used in financing activities was $365.8 million, which included $320.0 million to repurchase 4.4 million shares of ATI stock under our Share Repurchase Program.
At June 28, 2026, cash and cash equivalents on hand totaled $783.0 million, an increase of $366.3 million from year end 2025. Cash and cash equivalents held by our foreign subsidiaries was $183.3 million at June 28, 2026, of which $102.3 million was held by the STAL joint venture.
Reconciliation of Adjusted EBITDA to Net Income
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.
We define Adjusted EBITDA as net income, excluding net interest expense, income taxes, depreciation and amortization, and special items.
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.
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:
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| (in millions) | Quarter ended | Year-to-date period ended | |||||||||||||||||||||
| June 28, 2026 | June 29, 2025 | June 28, 2026 | June 29, 2025 | ||||||||||||||||||||
| Net income attributable to ATI | $ | 151.0 | $ | 100.7 | $ | 269.2 | $ | 197.7 | |||||||||||||||
| Net income attributable to noncontrolling interests | 3.3 | 3.3 | 5.6 | 6.8 | |||||||||||||||||||
| Net income | 154.3 | 104.0 | 274.8 | 204.5 | |||||||||||||||||||
| (+) Depreciation and amortization | 44.0 | 41.6 | 89.0 | 82.4 | |||||||||||||||||||
| (+) Interest expense | 23.9 | 25.4 | 47.6 | 48.4 | |||||||||||||||||||
| (+) Income tax provision | 38.6 | 29.3 | 54.7 | 50.3 | |||||||||||||||||||
| EBITDA | $ | 260.8 | $ | 200.3 | $ | 466.1 | $ | 385.6 | |||||||||||||||
| Adjustments for special items, pre-tax: | |||||||||||||||||||||||
(+) Restructuring and other charges(a) | 23.6 | 7.4 | 50.0 | 13.0 | |||||||||||||||||||
(-/+) (Gain) loss on sales of businesses, net(b) | — | — | — | 3.7 | |||||||||||||||||||
| Adjusted EBITDA | $ | 284.4 | $ | 207.7 | $ | 516.1 | $ | 402.3 | |||||||||||||||
| Adjusted EBITDA as a % of sales | 22.6 | % | 18.2 | % | 21.4 | % | 17.6 | % | |||||||||||||||
(a)Second quarter 2026: Restructuring and other charges of $23.6 million include $10.1 million of start-up and transaction-related costs, $7.0 million of transformation-related costs, $3.9 million of restructuring-related severance, impairment, and other costs primarily due to the rationalization of certain facilities, and $2.6 million for losses on the sale of accounts receivable, which are reported in selling and administrative expenses on the consolidated statements of operations.
Second quarter 2025: Restructuring and other charges of $7.4 million include $7.1 million of start-up and transaction-related costs, which are primarily reported within cost of sales on the consolidated statements of operations, and $1.6 million of losses on the sale of accounts receivable, which are reported in selling and administrative expense on the consolidated statements of operation. These charges were partially offset by credits of $1.3 million due to a reduction in severance-related reserves for previous restructuring in the AA&S segment.
Year-to-date 2026: Restructuring and other charges of $50.0 million include $21.2 million of start-up and transaction-related costs, $11.8 million of transformation-related costs, $10.9 million of restructuring-related severance, impairment, and other costs, $5.0 million of losses on the sale of accounts receivable, and $1.1 million of restructuring-related costs, which are reported within cost of sales on the consolidated statements of operations.
Year-to-date 2025: Restructuring and other charges of $13.0 million include $11.1 million of start-up and transaction-related costs, which are primarily included within cost of sales on the consolidated statements of operations, and $3.2 million for losses on the sale of accounts receivable, which are included in selling and administrative expenses on the consolidated statements 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.
(b)(Gain) loss on sales of businesses, net, of $3.7 million for the year-to-date period ended June 29, 2025 represents a loss on the sale of certain non-core European operations from the HPMC segment.
Critical Accounting Policies
Our critical accounting policies are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 1 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 28, 2025.
The preparation of the financial statements in accordance with U.S. generally accepted accounting principles requires us to make judgments, estimates and assumptions regarding uncertainties that affect the reported amounts of assets and liabilities. Significant areas of uncertainty that require judgments, estimates and assumptions include the accounting for derivatives, retirement plans, income taxes, environmental and other contingencies, as well as asset impairment, inventory valuation and collectability of accounts receivable. We use historical and other information that we consider to be relevant to make these judgments and estimates. However, actual results may differ from those estimates and assumptions that are used to prepare our financial statements.
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Pending Accounting Pronouncements
See Note 1 of the Notes to Consolidated Financial Statements for information on new and pending accounting pronouncements.
Forward-Looking and Other Statements
From time to time, we have made and may continue to make “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this report relate to future events and expectations and, as such, constitute forward-looking statements. Forward-looking statements include those containing such words as “anticipates,” “believes,” “estimates,” “expects,” “would,” “should,” “will,” “will likely result,” “forecast,” “outlook,” “projects,” and similar expressions. Forward-looking statements are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which we are unable to predict or control, that may cause our actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include: (a) material adverse changes in economic or industry conditions generally, including global supply and demand conditions and prices for our specialty materials and changes in international trade duties and other aspects of international trade policy; (b) material adverse changes in the markets we serve; (c) our inability to achieve the level of cost savings, productivity improvements, synergies, growth or other benefits anticipated by management, from strategic investments and the integration of acquired businesses; (d) volatility in the price and availability of the raw materials that are critical to the manufacture of our products; (e) declines in the value of our defined benefit pension plan assets or unfavorable changes in laws or regulations that govern pension plan funding; (f) labor disputes or work stoppages; (g) equipment outages; (h) the risks of business and economic disruption associated with extraordinary events beyond our control, such as war, terrorism, international conflicts, public health issues, such as epidemics or pandemics, natural disasters and climate-related events that may arise in the future; and (i) other risk factors summarized in our Annual Report on Form 10-K for the year ended December 28, 2025, and in other reports filed with the Securities and Exchange Commission. We assume no duty to update our forward-looking statements.
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| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | ||||
As part of our risk management strategy, we utilize derivative financial instruments, from time to time, to hedge our exposure to changes in energy and raw material prices, foreign currencies, and interest rates. We monitor the third-party financial institutions which are our counterparties to these financial instruments daily and diversify our transactions among counterparties to minimize exposure to any one of these entities. Fair values for derivatives were measured using exchange-traded prices for the hedged items including consideration of counterparty risk and the Company’s credit risk. Our exposure to volatility in interest rates is presently not material, as nearly all of our debt is at fixed interest rates.
Volatility of Interest Rates. We may enter into derivative interest rate contracts to maintain a reasonable balance between fixed- and floating-rate debt. Any gain or loss associated with this hedging arrangement was included in interest expense. There are no outstanding derivative interest rate contracts at June 28, 2026.
Volatility of Energy Prices. Energy resource markets are subject to conditions that create uncertainty in the prices and availability of energy resources. The prices for and availability of electricity, natural gas, oil and other energy resources are subject to volatile market conditions. These market conditions often are affected by political and economic factors beyond our control. Increases in energy costs, or changes in costs relative to energy costs paid by competitors, have and may continue to adversely affect our profitability. To the extent that these uncertainties cause suppliers and customers to be more cost sensitive, increased energy prices may have an adverse effect on our results of operations and financial condition. We use approximately 6 to 8 million MMBtu’s of natural gas annually, depending upon business conditions, in the manufacture of our products. These purchases of natural gas expose us to the risk of higher gas prices. For example, a hypothetical $1.00 per MMBtu increase in the price of natural gas would result in increased annual energy costs of approximately $6 to $8 million. We use several approaches to minimize any material adverse effect on our results of operations or financial condition from volatile energy prices. These approaches include incorporating an energy surcharge on many of our products and using financial derivatives to reduce exposure to energy price volatility.
At June 28, 2026, the outstanding financial derivatives used to hedge our exposure to energy cost volatility consisted of natural gas hedges covering approximately 70% of our forecasted domestic requirements for natural gas for the remainder of 2026 and approximately 40% for 2027. At June 28, 2026, the net mark-to-market valuation of these outstanding natural gas hedges was an unrealized pre-tax loss of $1.9 million, comprised of $0.4 million in prepaid expenses and other current assets, $0.2 million in other long-term assets, $2.3 million in other current liabilities, and $0.2 million in other long-term liabilities on the balance sheet. For the quarter ended June 28, 2026, natural gas hedging activity decreased cost of sales by $1.2 million.
Volatility of Raw Material Prices. We use raw material surcharge and index mechanisms to offset the impact of increased raw material costs; however, competitive factors in the marketplace can limit our ability to institute such mechanisms, and there can be a delay between the increase in the price of raw materials and the realization of the benefit of such mechanisms. For example, in 2025, we used approximately 70 million pounds of nickel; therefore, a hypothetical change of $1.00 per pound in nickel prices would result in increased costs of approximately $70 million. While we enter into raw materials futures contracts from time-to-time to hedge exposure to price fluctuations, such as for nickel, we cannot be certain that our hedge position adequately reduces exposure. We believe that we have adequate controls to monitor these contracts, but we may not be able to accurately assess exposure to price volatility in the markets for critical raw materials.
The majority of our products are sold utilizing raw material surcharges and index mechanisms. However, as of June 28, 2026, we had entered into financial hedging arrangements, primarily at the request of our customers related to firm orders, for an aggregate notional amount of approximately 4 million pounds of nickel with hedge dates through 2027. The aggregate notional amount hedged is approximately 5% of a single year’s estimated nickel raw material purchase requirements. These derivative instruments are used to hedge the variability of a selling price that is based on the London Metal Exchange (LME) index for nickel, as well as to hedge the variability of the purchase cost of nickel based on this LME index. Any gain or loss associated with these hedging arrangements is included in sales or cost of sales, depending on whether the underlying risk being hedged was the variable selling price or the variable raw material cost, respectively. At June 28, 2026, the net mark-to-market valuation of our outstanding raw material hedges was an unrealized pre-tax loss of $2.5 million, comprised of $0.2 million in prepaid expenses and other current assets, $2.5 million in other current liabilities, and $0.2 million in other long-term liabilities on the balance sheet.
Foreign Currency Risk. Foreign currency exchange contracts are used, from time-to-time, to limit transactional exposure to changes in currency exchange rates. We sometimes purchase foreign currency forward contracts that permit us to sell specified amounts of foreign currencies we expect to receive from our export sales for pre-established U.S. dollar amounts at specified dates. In addition, we may also hedge forecasted capital expenditures and designate cash balances held in foreign currencies as hedges of forecasted foreign currency transactions. At June 28, 2026, we had no material outstanding foreign currency forward contracts.
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We may also use derivative instruments that are not designated as hedges to protect our results from certain fluctuations in foreign exchange rates, as well as to offset a portion of the foreign currency gains and losses generated by the remeasurement of certain assets and liabilities denominated in non-functional currencies. Changes in the fair value of these foreign exchange contract derivatives not designated as hedging instruments are recorded in cost of sales or selling, general and administrative expenses on the consolidated statement of operations. We did not recognize any expense, net for settled foreign currency forward contracts that were not designated as hedges during the quarter ended June 28, 2026, and we recognized $1 million of expense, net for settled foreign currency forward contracts that were not designated as hedges during the year-to-date period ended June 28, 2026. We recognized $1.1 million and $2.9 million, respectively, of income, net, during the quarter and year-to-date periods ended June 29, 2025, which offset foreign currency gains/losses in the relevant currency. We have no significant outstanding hedges that are not designated as of June 28, 2026.
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| Item 4. | Controls and Procedures | ||||
(a) Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of June 28, 2026, and they concluded that these disclosure controls and procedures are effective.
(b) Changes in Internal Controls
There was no change in our internal controls over financial reporting identified in connection with the evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of June 28, 2026 conducted by our Chief Executive Officer and Chief Financial Officer, that occurred during the quarter ended June 28, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
| Item 1. | Legal Proceedings | ||||
A number of lawsuits, claims and proceedings have been or may be asserted against the Company relating to the conduct of its currently or formerly owned businesses, including those pertaining to product liability, environmental, health and safety matters and occupational disease (including as each relates to alleged asbestos exposure), as well as patent infringement, commercial, government contracting, construction, employment, employee and retiree benefits, taxes, environmental, and stockholder and corporate governance matters. Certain of such lawsuits, claims and proceedings are described in our Annual Report on Form 10-K for the year ended December 28, 2025, and addressed in Note 16 to the unaudited interim financial statements included herein. While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial condition or liquidity, although the resolution in any reporting period of one or more of these matters could have a material adverse effect on the Company’s results of operations for that period.
Pension Annuitization Litigation. In August 2024, the Company received notice that it and certain of its affiliates are parties to two lawsuits captioned (1) William L. Schoen, Mary J. Nesbit, Robin L. Rosewicz, George E. Poole and James E. Swartz, Jr., individually and as representatives of a class of participants and beneficiaries of the Allegheny Technologies Incorporated Pension Plan v. ATI Inc., The Allegheny Technologies Incorporated Pension Plan Administrative Committee, State Street Global Advisors Trust Co., and John Does 1-5 (Case No. 2:24-cv-01109) and (2) John Souza and Karen Souza, individually and as representatives on behalf of a class of similarly situated persons v. ATI Inc. and State Street Global Advisors Trust Co. (Case No. 2:24-cv-01214), both of which are filed in federal district court for the Western District of Pennsylvania (the Court). These lawsuits, which were consolidated in late 2024, assert various claims associated with the Company’s October 2023 purchase of group annuity contracts to transfer a portion of its U.S. qualified defined benefit pension plan obligations to Athene Annuity and Life Company and Athene Annuity & Life Assurance of New York. The Company filed a Motion to Dismiss the consolidated claims in January 2025. Following an August 2025 hearing on the Motion to Dismiss, the magistrate judge overseeing the Motion issued a report recommending that all of the plaintiffs’ claims be dismissed for lack of standing. On July 27, 2026, the Court granted the Company's Motion to Dismiss. In the event the plaintiffs challenge the grant of the Motion to Dismiss, the Company disputes and intends to vigorously defend against these claims but cannot predict their outcome or estimate any range of reasonably possible loss at this time.
| Item 1A. | Risk Factors | ||||
The following is an update to and should be read in conjunction with Item 1A. Risk Factors contained in the Company’s Annual Report on Form 10-K for the year ended December 28, 2025. In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10- K for the year ended December 28, 2025, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
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The conflict between the United States, Israel, and Iran and related geopolitical instability may adversely affect our business and results of operations.
In February 2026, the United States and Israel launched coordinated military strikes against Iran, which retaliated with missile attacks across the region. Although we do not have material operations in the Middle East, the ongoing conflict and any further escalation, including additional military actions, retaliatory measures, sanctions, disruptions to trade or transportation routes, cyberattacks, or other governmental or market responses, could lead to significant disruption of global energy supplies and increases in global energy prices, heighten inflationary pressures on our input costs and supply chain, adversely affect global supply chains, energy markets, commodity prices, currency exchange rates, financial markets and overall macroeconomic conditions, and adversely impact customer spending patterns in markets in which we operate. While we do not expect the impacts of conflict between the United States, Israel, and Iran to have a significant effect on our business, financial condition and results of operations, we are unable to predict the extent or nature of potential future impacts at this time.
Risks Associated with Current or Future Litigation and Claims.
A number of lawsuits, claims and proceedings have been or may be asserted against us relating to the conduct of our currently and formerly owned businesses, including those pertaining to product liability, patent infringement, commercial disputes, government contracting, employment matters, employee and retiree benefits, taxes, environmental matters, personal injury and health and safety and occupational disease, and stockholder and corporate governance matters. Due to the uncertainties of litigation, we can give no assurance that we will prevail on all claims made against us in the lawsuits that we currently face or that additional claims will not be made against us in the future. While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to us, we do not believe that the disposition of any such pending matters is likely to have a material adverse effect on our financial condition or liquidity. However, the resolution in any reporting period of one or more of these matters could have a material adverse effect on our results of operations for that period. Also, we can give no assurance that any other claims brought in the future will not have a material effect on our financial condition, liquidity or results of operations.
In August 2024, the Company received notice that it and certain of its affiliates are parties to two lawsuits, filed in federal district court for the Western District of Pennsylvania (the Court), that assert various claims associated with the Company’s October 2023 purchase of group annuity contracts to transfer a portion of its U.S. qualified defined benefit pension plan obligations to Athene Annuity and Life Company and Athene Annuity & Life Assurance of New York. These two lawsuits were consolidated in late 2024, and in January 2025, we filed a motion to dismiss the consolidated claims. Following an August 2025 hearing on the motion to dismiss, the magistrate judge covering the Motion issued a report recommending that all of the plaintiffs’ claims be dismissed for lack of standing. On July 27, 2026, the Court granted the Company’s Motion to Dismiss. In the event the plaintiffs challenge the grant of the Motion to Dismiss, the Company disputes and intends to vigorously defend against these claims but cannot predict their outcome or estimate any range of reasonably possible loss at this time.
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | ||||
Set forth below is information regarding the Company’s stock repurchases during the period covered by this report, comprised of shares repurchased by ATI under the $700 million Share Repurchase Program authorized by the Company’s Board of Directors in September 2024, shares repurchased by ATI under the additional $500 million in repurchase authority announced in February 2026, and shares repurchased by ATI from employees to satisfy employee-owed taxes on share-based compensation. The Company’s current Stock Repurchase Program has no time limit, does not obligate the Company to repurchase any specific number of shares, and may be modified, suspended, or terminated at any time by the Board of Directors without prior notice.
Period | Total Number of Shares (or Units) Purchased (a) | Average Price Paid per Share (or Unit) (b) (c) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| March 30, 2026 - May 3, 2026 | 1,915 | $ | 147.25 | — | $ | 545,001,514 | ||||||||||||||||||||
| May 4, 2026 - May 31, 2026 | 315,054 | $ | 159.53 | 313,442 | $ | 495,001,566 | ||||||||||||||||||||
| June 1, 2026 - June 28, 2026 | 437 | $ | 202.66 | — | $ | 495,001,566 | ||||||||||||||||||||
| Total | 317,406 | $ | 159.52 | 313,442 | $ | 495,001,566 | ||||||||||||||||||||
(a) Includes shares repurchased by ATI from employees to satisfy employee-owed taxes on share based compensation.
(b) Share repurchases are inclusive of amounts for any relevant commissions.
(c) Excludes excise taxes incurred on share repurchases
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| Item 5. | Other Information | ||||
Rule 10b5-1 Plan Elections
During the fiscal quarter ended June 28, 2026, none of the Company's directors or officers, as defined in Section 16 of the Securities Exchange Act of 1934 (the Exchange Act), adopted terminated
| Item 6. | Exhibits | ||||
(a) Exhibits
| 10.1 | Third Supplemental Indenture, dated June 8, 2026, between ATI Inc. and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed June 8, 2026). | |||||||
| 10.2 | Form of 5.875% Senior Note due 2033 (included in and incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed on June 8, 2026). | |||||||
| 31.1 | Certification of Chief Executive Officer required by Securities and Exchange Commission Rule 13a – 14(a) or 15d – 14(a) (filed herewith). | |||||||
| 31.2 | Certification of Chief Financial Officer required by Securities and Exchange Commission Rule 13a – 14(a) or 15d – 14(a) (filed herewith). | |||||||
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350 (furnished herewith). | |||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ATI INC.
(Registrant)
| Date: | August 6, 2026 | By | /s/ James Robert Foster | ||||||||||||||
James Robert Foster | |||||||||||||||||
Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer) | |||||||||||||||||
| Date: | August 6, 2026 | By | /s/ Michael B. Miller | ||||||||||||||
| Michael B. Miller | |||||||||||||||||
| Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | |||||||||||||||||
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