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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 September 30, 2022
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
 ATI Inc.
(Exact name of registrant as specified in its charter)
Delaware25-1792394
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
2021 McKinney Avenue
Dallas,Texas75201
(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 classTrading SymbolName of each exchange on which registered
Common stock, par value $0.10ATINew York Stock Exchange
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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.
Large accelerated filer☒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 October 14, 2022, the registrant had outstanding 129,417,664 shares of its Common Stock.


ATI INC.
SEC FORM 10-Q
Quarter Ended September 30, 2022
INDEX
 Page No.
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Cash Flows
Statements of Changes in Consolidated Equity
Notes to Consolidated Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 6. Exhibits
SIGNATURES


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)
September 30,
2022		December 31,
2021
ASSETS
Current Assets:
Cash and cash equivalents$329.1 $687.7 
Accounts receivable, net 678.1 470.0 
Short-term contract assets70.2 53.9 
Inventories, net1,216.9 1,046.3 
Prepaid expenses and other current assets75.1 48.8 
Total Current Assets2,369.4 2,306.7 
Property, plant and equipment, net1,496.7 1,528.5 
Goodwill227.2 227.9 
Other assets194.5 222.1 
Total Assets$4,287.8 $4,285.2 
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable$410.2 $375.5 
Short-term contract liabilities120.7 116.2 
Short-term debt and current portion of long-term debt28.9 131.3 
Other current liabilities263.0 233.4 
Total Current Liabilities822.8 856.4 
Long-term debt1,700.4 1,711.6 
Accrued postretirement benefits243.1 258.1 
Pension liabilities376.6 415.4 
Other long-term liabilities206.5 211.0 
Total Liabilities3,349.4 3,452.5 
Equity:
ATI Stockholders’ Equity:
Preferred stock, par value $0.10: authorized-50,000,000 shares; issued-none
— — 
Common stock, par value $0.10: authorized-500,000,000 shares; issued-131,383,969 shares at September 30, 2022 and 127,484,902 shares at December 31, 2021; outstanding-129,417,664 shares at September 30, 2022 and 127,253,045 shares at December 31, 2021
13.1 12.7 
Additional paid-in capital1,662.2 1,596.7 
Retained earnings100.0 72.7 
Treasury stock: 1,966,305 shares at September 30, 2022 and 231,857 shares at December 31, 2021
(51.9)(4.8)
Accumulated other comprehensive loss, net of tax(909.9)(991.7)
Total ATI stockholders’ equity813.5 685.6 
Noncontrolling interests124.9 147.1 
Total Equity938.4 832.7 
Total Liabilities and Equity$4,287.8 $4,285.2 

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)
 
Three months ended September 30,Nine months ended September 30,
 2022202120222021
Sales$1,032.0 $725.7 $2,825.6 $2,034.4 
Cost of sales848.2 643.2 2,297.1 1,823.4 
Gross profit 183.8 82.5 528.5 211.0 
Selling and administrative expenses73.2 54.9 220.7 169.1 
Restructuring credits(2.6)(2.3)(5.0)(8.5)
Loss on asset sales and sales of businesses, net— — 134.2 — 
Operating income113.2 29.9 178.6 50.4 
Nonoperating retirement benefit income (expense)(6.5)57.9 (18.9)44.3 
Interest expense, net(20.8)(25.1)(67.8)(72.2)
Other income (expense), net(18.5)14.5 (15.3)17.4 
Income before income taxes67.4 77.2 76.6 39.9 
Income tax provision 3.0 22.0 11.3 31.5 
Net income 64.4 55.2 65.3 8.4 
Less: Net income attributable to noncontrolling interests3.3 6.5 11.3 16.8 
Net income (loss) attributable to ATI$61.1 $48.7 $54.0 $(8.4)
Basic net income (loss) attributable to ATI per common share$0.47 $0.38 $0.43 $(0.07)
Diluted net income (loss) attributable to ATI per common share$0.42 $0.35 $0.42 $(0.07)
The accompanying notes are an integral part of these statements.

2

ATI Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
(In millions)
(Unaudited)
 
Three months ended September 30,Nine months ended September 30,
 2022202120222021
Net income $64.4 $55.2 $65.3 $8.4 
Currency translation adjustment
Unrealized net change arising during the period(30.0)(5.0)(59.2)(2.8)
Reclassification adjustment included in net income — — 20.0 — 
Total(30.0)(5.0)(39.2)(2.8)
Derivatives
Net derivatives gain on hedge transactions7.7 6.7 48.4 14.1 
Reclassification to net income of net realized gain(7.1)(3.0)(32.5)(6.2)
Income taxes on derivative transactions— — — — 
Total0.6 3.7 15.9 7.9 
Postretirement benefit plans
Actuarial loss
Amortization of net actuarial loss19.1 22.5 57.6 66.9 
Prior service cost
Amortization to net income of net prior service credits(0.1)(0.4)(0.4)(1.4)
Settlement loss (gain) included in net income— (21.9)29.5 (21.9)
Income taxes on postretirement benefit plans— (15.5)— (15.5)
Total19.0 15.7 86.7 59.1 
Other comprehensive income (loss), net of tax(10.4)14.4 63.4 64.2 
Comprehensive income54.0 69.6 128.7 72.6 
Less: Comprehensive income (loss) attributable to noncontrolling interests(6.1)5.7 (7.1)18.5 
Comprehensive income attributable to ATI$60.1 $63.9 $135.8 $54.1 
The accompanying notes are an integral part of these statements.

3

ATI Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
 
Nine months ended September 30,
 20222021
Operating Activities:
Net income $65.3 $8.4 
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization107.1 108.0 
Deferred taxes2.2 1.9 
Net gains from disposal of property, plant and equipment(1.0)(2.5)
Loss (gain) on sales of businesses141.0 (13.7)
Changes in operating assets and liabilities:
Inventories(212.0)(63.4)
Accounts receivable(224.4)(158.0)
Accounts payable52.2 0.6 
Retirement benefits2.4 (112.9)
Accrued liabilities and other(32.2)(13.2)
Cash used in operating activities(99.4)(244.8)
Investing Activities:
Purchases of property, plant and equipment(100.5)(104.2)
Proceeds from disposal of property, plant and equipment1.5 2.9 
Proceeds (transaction costs) from sales of businesses, net(2.8)53.0 
Other0.8 (0.2)
Cash used in investing activities(101.0)(48.5)
Financing Activities:
Borrowings on long-term debt— 675.7 
Payments on long-term debt and finance leases(16.6)(11.0)
Net (payments) borrowings under credit facilities(16.0)3.6 
Debt issuance costs— (9.3)
Purchase of treasury stock(104.9)— 
Sale of noncontrolling interests0.9 — 
Dividends paid to noncontrolling interests(16.0)— 
Shares repurchased for income tax withholding on share-based compensation and other(5.6)(4.8)
Cash provided by (used in) financing activities(158.2)654.2 
Increase (decrease) in cash and cash equivalents(358.6)360.9 
Cash and cash equivalents at beginning of period687.7 645.9 
Cash and cash equivalents at end of period$329.1 $1,006.8 
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, June 30, 2021$12.7 $1,587.5 $53.8 $(4.7)$(1,176.3)$133.1 $606.1 
Net income — — 48.7 — — 6.5 55.2 
Other comprehensive income (loss)— — — — 15.2 (0.8)14.4 
Employee stock plans— 4.6 — (0.1)— — 4.5 
Balance, September 30, 2021$12.7 $1,592.1 $102.5 $(4.8)$(1,161.1)$138.8 $680.2 
Balance, June 30, 2022$13.1 $1,656.6 $38.9 $(36.8)$(908.9)$131.0 $893.9 
Net income — — 61.1 — — 3.3 64.4 
Other comprehensive loss— — — — (1.0)(9.4)(10.4)
Purchase of treasury stock— — — (15.0)— — (15.0)
Employee stock plans— 5.6 — (0.1)— — 5.5 
Balance, September 30, 2022$13.1 $1,662.2 $100.0 $(51.9)$(909.9)$124.9 $938.4 
ATI Stockholders
Common
Stock		Additional
Paid-In
Capital		Retained
Earnings		Treasury
Stock		Accumulated
Other
Comprehensive
Income (Loss)		Non-
controlling
Interests		Total
Equity
Balance, December 31, 2020$12.7 $1,625.5 $106.5 $— $(1,223.6)$120.3 $641.4 
Net income (loss)— — (8.4)— — 16.8 8.4 
Other comprehensive income — — — 62.5 1.7 64.2 
Cumulative effect of adoption of new accounting standard— (49.8)4.4 — — — (45.4)
Employee stock plans— 16.4 — (4.8)— — 11.6 
Balance, September 30, 2021$12.7 $1,592.1 $102.5 $(4.8)$(1,161.1)$138.8 $680.2 
Balance, December 31, 2021$12.7 $1,596.7 $72.7 $(4.8)$(991.7)$147.1 $832.7 
Net income — — 54.0 — — 11.3 65.3 
Other comprehensive income (loss)— — — — 81.8 (18.4)63.4 
Purchase of treasury stock— — — (104.9)— — (104.9)
Conversion of convertible notes0.3 45.4 (26.7)63.5 — — 82.5 
Dividends paid to noncontrolling interest— — — — — (16.0)(16.0)
Sales of subsidiary shares to noncontrolling interest— — — — — 0.9 0.9 
Employee stock plans0.1 20.1 — (5.7)— — 14.5 
Balance, September 30, 2022$13.1 $1,662.2 $100.0 $(51.9)$(909.9)$124.9 $938.4 

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.
These unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles for complete financial statements. In management’s opinion, all adjustments (which include only normal recurring adjustments) considered necessary for a fair presentation have been included. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2021 Annual Report on Form 10-K. The results of operations for these interim periods are not necessarily indicative of the operating results for any future period. The December 31, 2021 financial information has been derived from the Company’s audited consolidated financial statements.
New Accounting Pronouncements Adopted
In November 2021, the Financial Accounting Standards Board (FASB) issued new accounting guidance related to disclosures about certain types of government assistance. This new guidance requires business entities that account for transactions with a government by analogizing to a grant or contribution accounting model to make certain annual disclosures. It requires disclosure of the nature and significant terms and considerations of the transactions, the accounting policies used and the effects of those transactions on an entity’s financial statements. This new guidance is effective for the Company in fiscal year 2022, with early adoption permitted. The Company adopted this new accounting guidance effective January 1, 2022. The adoption of these changes does not have an impact on the Company’s consolidated financial statements other than the annual disclosure requirements.
Pending Accounting Pronouncements
In September 2022, the FASB issued new accounting guidance related to disclosures about supplier finance programs. Supplier finance programs allow a buyer to offer its suppliers the option for access to payment in advance of an invoice due date,
which is paid by a third-party finance provider or intermediary on the basis of invoices that the buyer has confirmed as valid. This new guidance requires a buyer in a supplier finance program to disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude, using both qualitative and quantitative information about its supplier finance programs. This new guidance, with the exception of disclosures on rollforward information, will be effective for the Company in fiscal year 2023, with early adoption permitted. The rollforward information disclosures are effective for the Company in fiscal year 2024, with early adoption permitted. The Company does not plan to early adopt this guidance. The adoption of these changes is not expected to have an impact on the Company’s consolidated financial statements other than disclosure requirements.


6

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 of the Company’s overall revenues (in millions) by global and geographical markets for the third quarters and nine months ended September 30, 2022 and 2021 is included in the following tables.
(in millions)Third quarter ended
September 30, 2022September 30, 2021
HPMCAA&STotalHPMCAA&STotal
Diversified Global Markets:
Aerospace & Defense:
   Jet Engines- Commercial$285.7 $26.9 $312.6 $120.4 $8.4 $128.8 
   Airframes- Commercial49.8 81.6 131.4 35.0 36.3 71.3 
   Defense38.5 47.6 86.1 52.1 30.7 82.8 
   Total Aerospace & Defense374.0 156.1 530.1 207.5 75.4 282.9 
Energy:
   Oil & Gas6.9 120.2 127.1 10.4 82.0 92.4 
   Specialty Energy26.4 39.2 65.6 47.1 26.7 73.8 
   Total Energy33.3 159.4 192.7 57.5 108.7 166.2 
Automotive3.5 66.1 69.6 2.1 76.2 78.3 
Electronics0.7 47.8 48.5 0.4 56.1 56.5 
Construction/Mining9.5 38.3 47.8 5.6 19.7 25.3 
Medical22.3 25.1 47.4 16.8 17.5 34.3 
Food Equipment & Appliances0.2 45.0 45.2 — 43.4 43.4 
Other14.1 36.6 50.7 10.1 28.7 38.8 
Total$457.6 $574.4 $1,032.0 $300.0 $425.7 $725.7 
(in millions)Nine months ended
September 30, 2022September 30, 2021
HPMCAA&STotalHPMCAA&STotal
Diversified Global Markets:
Aerospace & Defense:
   Jet Engines- Commercial$696.1 $61.8 $757.9 $338.3 $26.2 $364.5 
   Airframes- Commercial130.9 200.3 331.2 95.6 88.3 183.9 
   Defense120.6 123.6 244.2 172.0 97.9 269.9 
   Total Aerospace & Defense947.6 385.7 1,333.3 605.9 212.4 818.3 
Energy:
   Oil & Gas32.1 323.3 355.4 29.0 202.0 231.0 
   Specialty Energy88.0 109.3 197.3 107.6 95.0 202.6 
   Total Energy120.1 432.6 552.7 136.6 297.0 433.6 
Automotive8.7 227.4 236.1 5.5 232.3 237.8 
Electronics1.9 147.6 149.5 0.9 154.5 155.4 
Food Equipment & Appliances0.2 141.7 141.9 0.1 99.4 99.5 
Construction/Mining25.8 113.9 139.7 16.8 72.9 89.7 
Medical52.3 70.8 123.1 42.6 52.7 95.3 
Other38.7 110.6 149.3 33.1 71.7 104.8 
Total$1,195.3 $1,630.3 $2,825.6 $841.5 $1,192.9 $2,034.4 
7

(in millions)Third quarter ended
September 30, 2022September 30, 2021
HPMCAA&STotalHPMCAA&STotal
Primary Geographical Market:
United States$221.6 $395.5 $617.1 $140.8 $256.5 $397.3 
Europe147.0 53.2 200.2 85.3 26.0 111.3 
Asia60.7 108.9 169.6 58.3 96.2 154.5 
Canada10.0 9.5 19.5 9.9 8.5 18.4 
South America, Middle East and other18.3 7.3 25.6 5.7 38.5 44.2 
Total$457.6 $574.4 $1,032.0 $300.0 $425.7 $725.7 
(in millions)Nine months ended
September 30, 2022September 30, 2021
HPMCAA&STotalHPMCAA&STotal
Primary Geographical Market:
United States$557.8 $1,105.6 $1,663.4 $426.7 $700.2 $1,126.9 
Europe403.3 140.6 543.9 250.7 87.1 337.8 
Asia155.4 328.4 483.8 119.0 313.5 432.5 
Canada33.0 29.9 62.9 27.4 28.3 55.7 
South America, Middle East and other45.8 25.8 71.6 17.7 63.8 81.5 
Total$1,195.3 $1,630.3 $2,825.6 $841.5 $1,192.9 $2,034.4 
Comparative information of the Company’s major products based on their percentages of sales is included in the following table. The Company no longer reports standard stainless product sales as a separate product category. Prior period information includes these sales within the nickel-based alloys and specialty alloys category. Hot-Rolling and Processing Facility (HRPF) conversion service sales in the AA&S segment are excluded from this presentation.
Third quarter ended
September 30, 2022September 30, 2021
HPMCAA&STotalHPMCAA&STotal
Diversified Products and Services:
     Nickel-based alloys and specialty alloys52 %57 %54 %46 %45 %45 %
     Precision forgings, castings and components32 %— %15 %35 %— %15 %
     Precision rolled strip products— %22 %12 %— %33 %19 %
     Titanium and titanium-based alloys16 %7 %11 %19 %7 %12 %
     Zirconium and related alloys— %14 %8 %— %15 %9 %
Total100 %100 %100 %100 %100 %100 %
Nine months ended
September 30, 2022September 30, 2021
HPMCAA&STotalHPMCAA&STotal
Diversified Products and Services:
     Nickel-based alloys and specialty alloys50 %55 %52 %43 %42 %43 %
     Precision forgings, castings and components34 %— %15 %37 %— %16 %
     Precision rolled strip products— %25 %14 %— %34 %19 %
     Titanium and titanium-based alloys16 %6 %11 %20 %7 %12 %
     Zirconium and related alloys— %14 %8 %— %17 %10 %
Total100 %100 %100 %100 %100 %100 %
The Company maintained a backlog of confirmed orders totaling $2.7 billion and $1.7 billion at September 30, 2022 and 2021, respectively. Due to the structure of the Company’s long-term agreements, approximately 80% of this backlog at September 30, 2022 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.

8

Contract balances
As of September 30, 2022 and December 31, 2021, accounts receivable with customers were $682.0 million and $473.8 million, respectively. The following represents the rollforward of accounts receivable - reserve for doubtful accounts and contract assets and liabilities for the nine months ended September 30, 2022 and 2021:
(in millions)
Accounts Receivable - Reserve for Doubtful AccountsSeptember 30,
2022		September 30,
2021
Balance as of beginning of fiscal year$3.8 $4.3 
Expense to increase the reserve0.7 0.4 
Write-off of uncollectible accounts(0.6)(0.6)
Balance as of period end$3.9 $4.1 
(in millions)
Contract Assets
Short-termSeptember 30,
2022		September 30,
2021
Balance as of beginning of fiscal year$53.9 $38.9 
Recognized in current year74.1 74.3 
Reclassified to accounts receivable(57.9)(49.0)
Reclassification to/from long-term and contract liability0.1 (8.5)
Balance as of period end$70.2 $55.7 
(in millions)
Contract Liabilities
Short-termSeptember 30,
2022		September 30,
2021
Balance as of beginning of fiscal year$116.2 $111.8 
Recognized in current year105.3 102.0 
Amounts in beginning balance reclassified to revenue(80.8)(75.2)
Current year amounts reclassified to revenue(42.9)(46.2)
Divestiture— (0.8)
Other0.8 0.2 
Reclassification to/from long-term and contract asset22.1 (5.1)
Balance as of period end$120.7 $86.7 
Long-term (a)September 30,
2022		September 30,
2021
Balance as of beginning of fiscal year$84.4 $32.0 
Recognized in current year9.6 45.4 
Reclassification to/from short-term(22.0)(3.4)
Balance as of period end$72.0 $74.0 
(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 $5.1 million and $5.2 million as of September 30, 2022 and December 31, 2021, respectively, and are reported in other long-term assets on the consolidated balance sheet. Contract cost amortization expense for the three and nine months ended September 30, 2022 was $0.2 million and $0.7 million, respectively. Contract cost amortization for the three and nine months ended September 30, 2021 was $0.2 million and $0.7 million, respectively.

9

Note 3. Inventories
Inventories at September 30, 2022 and December 31, 2021 were as follows (in millions):
September 30,
2022		December 31,
2021
Raw materials and supplies$195.6 $160.3 
Work-in-process988.0 829.6 
Finished goods102.7 121.8 
Total inventories at current cost1,286.3 1,111.7 
Inventory valuation reserves(69.4)(65.4)
Total inventories, net$1,216.9 $1,046.3 
Inventories are stated at the lower of cost (first-in, first-out (FIFO) and average cost methods) or net realizable value.
Note 4. Property, Plant and Equipment
Property, plant and equipment at September 30, 2022 and December 31, 2021 was as follows (in millions):
September 30,
2022		December 31,
2021
Land$31.4 $34.4 
Buildings595.0 575.5 
Equipment and leasehold improvements2,821.6 2,870.2 
3,448.0 3,480.1 
Accumulated depreciation and amortization(1,951.3)(1,951.6)
Total property, plant and equipment, net$1,496.7 $1,528.5 
The construction in progress portion of property, plant and equipment at September 30, 2022 was $211.4 million.
Note 5. Divestitures

As announced on March 3, 2022, ATI’s Board of Directors approved the divestiture of the Sheffield, UK operations, which included facilities for melting and re-melting, machining and bar mill operations, and was part of the Specialty Materials business in the HPMC segment. The Company’s Sheffield, UK operations were classified as held for sale as of March 31, 2022, and the terms of sale resulted in indicators of impairment in the long-lived assets of this disposal group. A $22.3 million long-lived asset impairment charge was recorded as part of the $25.1 million partial loss on sale of this business recorded in the first quarter 2022. This long-lived asset impairment charge was determined using the held for sale framework and represents Level 1 information in the fair value hierarchy.

On May 12, 2022, the Company completed the sale of its Sheffield, UK operations and recognized an additional $115.9 million loss in the second quarter of 2022, bringing the total loss on sale to $141.0 million for the nine months ended September 30, 2022. The loss on sale is reported in loss on asset sales and sales of businesses, net, on the consolidated statement of operations and is excluded from HPMC segment results. The loss includes $55.6 million related to the UK defined benefit pension plan, of which $26.1 million was reported as a net pension asset but which was in a deficit funding position for UK statutory reporting purposes, and $29.5 million in accumulated other comprehensive loss on the consolidated ATI balance sheet. The loss also includes $20.0 million of cumulative translation adjustment foreign exchange losses since ATI’s acquisition of these operations in 1998. The Company paid transaction costs, net of proceeds received, of $2.8 million in the second quarter of 2022, which is reported as an investing activity on the consolidated statement of cash flows, and expects to receive an additional approximately $3 million cash consideration on the sale of this business by the end of fiscal year 2022. In 2021, the Sheffield operations had external sales of $36 million, with over 80% of its sales to energy markets, primarily oil & gas, and had a net loss before tax of $9 million.
During the first quarter of 2022, the Company completed the sale of the small Pico Rivera, CA operations as part of the strategy to exit standard stainless products. The Company received cash proceeds of $6.2 million on the sale of these assets, which was primarily reported within operating activities on the consolidated statement of cash flows. The Company recognized a $6.8 million pretax gain on sale, including de-recognizing certain lease liabilities, in the first quarter of 2022, which is reported in
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loss on asset sales and sales of businesses, net, on the consolidated statement of operations and is excluded from AA&S segment results.
On August 13, 2021, the Company completed the sale of its Flowform Products business for $55 million. Located in Billerica, MA, this operation used flowforming process technologies to produce thin-walled components in net or near-net shapes across multiple alloy systems for use in the aerospace & defense and energy markets. The Company received cash proceeds, net of transaction costs and net working capital adjustments, of $53 million on the sale of this business during the quarter ended September 30, 2021, which is reported as an investing activity on the consolidated statement of cash flows. With $12.2 million of goodwill allocated to this operation from ATI’s Forged Products reporting unit, the Company recognized a $13.7 million pre-tax gain in the quarter ended September 30, 2021, which is recorded in other income/expense, net, on the consolidated statement of operations and is excluded from HPMC segment results. This business was reported as part of the HPMC segment through the date of sale.
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. Investments in which the Company exercises significant influence, but which it does not control (generally a 20% to 50% ownership interest), are accounted for under the equity method of accounting.

Majority-Owned Joint Ventures

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 stainless products mainly for the electronics and automotive markets located in Asia. Cash and cash equivalents held by STAL as of September 30, 2022 were $65.3 million.

Next Gen Alloys LLC:
The Company has a 51% interest in Next Gen Alloys LLC, a joint venture with GE Aviation for the development of a new meltless titanium alloy powder manufacturing technology. The titanium alloy powders are being developed for use in additive manufacturing applications, including 3D printing. Next Gen Alloys LLC funds its development activities through the sale of shares to the two joint venture partners, and in the first quarter of 2022 the Company received $0.9 million from sales of noncontrolling interests to its joint venture partner, which is reported as a financing activity on the consolidated statements of cash flows. Cash and cash equivalents held by this joint venture as of September 30, 2022 were $1.5 million.

Equity Method Joint Ventures

A&T Stainless:
The Company has a 50% interest in A&T Stainless, a joint venture with an affiliate company of Tsingshan Group (Tsingshan) to produce 60-inch wide stainless sheet products for sale in North America. Tsingshan purchased its 50% joint venture interest in A&T Stainless in 2018 for $17.5 million, of which $12.0 million has been received by ATI through September 30, 2022. In October 2022, ATI received the remaining $5.5 million from Tsingshan. The A&T Stainless operations included the Company’s previously-idled direct roll and pickle (DRAP) facility in Midland, PA. ATI provided hot-rolling conversion services to A&T Stainless using the AA&S segment’s HRPF. ATI accounts for the A&T Stainless joint venture under the equity method of accounting.

In March 2018, ATI filed for an exclusion from the Section 232 tariffs on behalf of A&T Stainless, which imports semi-finished stainless slab products from Indonesia. In April 2019, the Company learned that this exclusion request was denied by the United States Department of Commerce. ATI filed new requests on behalf of A&T Stainless for exclusion from the Section 232 tariffs in October 2019. These requests were denied by the United States Department of Commerce in the second quarter of 2020, and the 25% tariff remains in place. Due to repeated tariff exclusion denials, the DRAP facility was idled in an orderly shut down process that was completed in the third quarter of 2020. In April 2022, ATI and A&T Stainless entered into a settlement agreement with the United States pursuant to which the United States, without admitting liability, agreed to refund a substantial portion of the Section 232 tariffs previously paid by A&T Stainless. As a result of the settlement agreement, A&T Stainless recorded tariff refunds and accrued interest of approximately $19.7 million, which was recognized as income by the
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joint venture in the second quarter of 2022. ATI’s share of A&T Stainless results was a loss of $0.5 million for the three months ended September 30, 2022 and income of $8.7 million for the nine months ended September 30, 2022, which included ATI’s $9.9 million share of the tariff refund and accrued interest. ATI’s share of A&T Stainless results was income of $0.3 million for the three months ended September 30, 2021 and a net loss of $0.6 million for the nine months ended September 30, 2021. ATI’s share of A&T Stainless results is included within other income/expense, net, on the consolidated statements of operations and in the AA&S segment’s operating results.

As of September 30, 2022 and December 31, 2021, ATI had net receivables for working capital advances and administrative services from A&T Stainless of $2.9 million. For the September 30, 2022 balance of net receivables, $0.5 million was reported in prepaid expenses and other current assets and $2.4 million in other long-term assets on the consolidated balance sheet, while for December 31, 2021, $0.7 million was reported in prepaid expenses and other current assets and $2.2 million in other long-term assets.

Uniti:
ATI has a 50% interest in the industrial titanium joint venture known as Uniti, with the remaining 50% interest held by VSMPO, a Russian producer of titanium, aluminum, and specialty steel products. Uniti is accounted for under the equity method of accounting. ATI’s share of Uniti’s income was $1.3 million and $2.5 million for the three and nine months ended September 30, 2022, respectively, and $0.1 million and $1.0 million for the three and nine months ended September 30, 2021, respectively, which is included in the AA&S segment’s operating results, and within other income/expense, net on the consolidated statements of operations.

On March 9, 2022, the Company announced the termination of Uniti, LLC. The joint venture is expected to be dissolved in early 2023. No impairments were recorded as a result of the decision to terminate the Uniti joint venture.
Note 7. Supplemental Financial Statement Information
Other income (expense), net for the three and nine months ended September 30, 2022 and 2021 was as follows:
(in millions)Three months ended September 30,Nine months ended September 30,
2022202120222021
Rent and royalty income$0.5 $0.2 $1.7 $0.7 
Gains from disposal of property, plant and equipment, net0.1 0.1 0.3 2.5 
Net equity income on joint ventures (See Note 6)0.8 0.4 11.2 0.4 
Gain from sale of business (See Note 5)— 13.7 — 13.7 
Litigation reserve (see Note 16)(19.9)— (28.5)— 
Other$— $0.1 $— $0.1 
Total other income (expense), net$(18.5)$14.5 $(15.3)$17.4 
Restructuring
Restructuring charges for the third quarter and nine months ended September 30, 2022 were a credit of $2.6 million and $5.0 million, respectively, for a reduction in severance-related reserves related to approximately 60 and 110 employees, respectively, based on changes in planned operating rates and revised workforce reduction estimates. Restructuring charges for the third quarter ended September 30, 2021 were a net credit of $2.3 million for a reduction in severance-related reserves related to approximately 50 employees based on changes in planned operating rates and revised workforce reduction estimates. Restructuring charges for the nine months ended September 30, 2021 were a net credit of $8.5 million, reflecting a $9.2 million reduction in severance-related reserves related to approximately 250 employees based on changes in planned operating rates and revised workforce reduction estimates, partially offset by $0.7 million of other costs related to facility idlings. These amounts were presented as restructuring charges/credits in the consolidated statements of operations and are excluded from segment EBITDA.



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Restructuring reserves for severance cost activity is as follows:
Severance and Employee
Benefit Costs
Balance at December 31, 2021$17.7 
Adjustments(5.0)
Payments(2.8)
Balance at September 30, 2022$9.9 
The $9.9 million restructuring reserve balance at September 30, 2022 includes $2.8 million recorded in other current liabilities and $7.1 million recorded in other long-term liabilities on the consolidated balance sheet.
Note 8. Debt
Debt at September 30, 2022 and December 31, 2021 was as follows (in millions): 
September 30,
2022		December 31,
2021
ATI Inc. 5.875% Notes due 2027
350.0 350.0 
ATI Inc. 5.125% Notes due 2031
350.0 350.0 
ATI Inc. 4.875% Notes due 2029
325.0 325.0 
ATI Inc. 3.5% Convertible Senior Notes due 2025
291.4 291.4 
ATI Inc. 4.75% Convertible Senior Notes due 2022
— 84.2 
Allegheny Ludlum 6.95% Debentures due 2025 (a)
150.0 150.0 
Term Loan due 2027200.0 200.0 
U.S. revolving credit facility— — 
Foreign credit facilities8.5 27.4 
Finance leases and other72.4 85.7 
Debt issuance costs(18.0)(20.8)
Debt1,729.3 1,842.9 
Short-term debt and current portion of long-term debt28.9 131.3 
Long-term debt$1,700.4 $1,711.6 
 
(a) The payment obligations of these debentures issued by Allegheny Ludlum, LLC are fully and unconditionally guaranteed by ATI.
Revolving Credit Facility

On September 9, 2022, the Company amended and restated its Asset Based Lending (ABL) Credit Facility, which is collateralized by the accounts receivable and inventory of the Company’s operations. As amended, 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. This amendment and restatement extended the ABL facility through September 2027 and includes an increase of $100 million in the revolving credit facility, to $600 million. The ABL continues to include a letter of credit sub-facility of up to $200 million and a $200 million term loan (Term Loan), and with the amendment now includes a swing loan facility of up to $60 million. The Term Loan can be prepaid in increments of $25 million if certain minimum liquidity conditions are satisfied. In addition, as amended, the Company has the right to request an increase of up to $300 million in the maximum amount available under the revolving credit facility for the duration of the ABL. The Company has a $50 million floating-for-fixed interest rate swap which converts a portion of the Term Loan to a 4.21% fixed interest rate. The swap matures in June 2024.

The ABL, as amended, has interest rates that are consistent with the previous facility, replacing LIBOR with Secured Overnight Financing Rate (SOFR) plus an applicable SOFR adjustment. The Term Loan, as amended, has an interest rate of 2.0% above adjusted SOFR. As amended, 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.
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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 September 30, 2022. Additionally, the Company must demonstrate minimum liquidity specified by the facility during the 90-day period immediately preceding the stated maturity date of its 3.5% Convertible Senior Notes due 2025 and the 6.95% Debentures due 2025 issued by the Company’s wholly owned subsidiary, Allegheny Ludlum LLC. Costs associated with entering into the ABL amendment were $2.4 million, and are being amortized to interest expense over the extended term of the facility ending September 2027, along with $1.7 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 September 30, 2022, there were no outstanding borrowings under the revolving portion of the ABL facility, and $40.8 million was utilized to support the issuance of letters of credit. There were no revolving credit borrowings under the ABL facility during the first nine months of 2022 or 2021. The Company also has foreign credit facilities, primarily in China, that total $58 million based on September 30, 2022 foreign exchange rates, under which $8.5 million and $27.4 million was drawn as of September 30, 2022 and December 31, 2021, respectively.
2025 Convertible Notes

As of September 30, 2022, the Company had $291.4 million aggregate principal amount of 3.5% Convertible Notes due 2025 (2025 Convertible Notes) outstanding, which mature on June 15, 2025. As of September 30, 2022 and December 31, 2021, the fair value of the 2025 Convertible Notes was $535 million and $379 million, respectively, based on the quoted market price, which is classified in Level 1 of the fair value hierarchy. The 2025 Convertible Notes have a 3.5% cash coupon rate that is payable semi-annually in arrears on each June 15 and December 15. Including amortization of deferred issuance costs, the effective interest rate is 4.2% for the third quarters and nine months ended September 30, 2022 and 2021. Remaining deferred issuance costs were $5.2 million and $6.5 million at September 30, 2022 and December 31, 2021, respectively. Interest expense on the 2025 Convertible Notes was as follows:
Three months ended September 30,Nine months ended September 30,
(in millions)2022202120222021
Contractual coupon rate$2.5 $2.5 $7.6 $7.6 
Amortization of debt issuance costs0.4 0.5 1.3 1.3 
   Total interest expense$2.9 $3.0 $8.9 $8.9 

The Company does not have the right to redeem the 2025 Convertible Notes prior to June 15, 2023. On or after June 15, 2023 and prior to the 41st scheduled trading day immediately preceding the maturity date, the Company may redeem all or any portion of the 2025 Convertible Notes, at its option, at a redemption price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest, if the last reported sale price of ATI’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on the trading day immediately preceding the date on which ATI provides written notice of redemption.

The initial conversion rate for the 2025 Convertible Notes is 64.5745 shares of ATI common stock per $1,000 principal amount of the 2025 Convertible Notes, equivalent to an initial conversion price of approximately $15.49 per share (18.8 million shares). Prior to the close of business on the business day immediately preceding March 15, 2025, the 2025 Convertible Notes will be convertible at the option of the holders of 2025 Convertible Notes only upon the satisfaction of specified conditions and during certain periods. Thereafter, until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2025 Convertible Notes will be convertible at the option of holders of 2025 Convertible Notes at any time regardless of these conditions. Conversions of the 2025 Convertible Notes may be settled in cash, shares of ATI’s common stock or a combination thereof, at ATI’s election.

ATI entered into privately negotiated capped call transactions with certain of the initial purchasers of the 2025 Convertible Notes or their respective affiliates (collectively, the Counterparties). The capped call transactions are expected generally to reduce potential dilution to ATI’s common stock upon any conversion of the 2025 Convertible Notes and/or offset any cash
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payments ATI is required to make in excess of the principal amount of converted 2025 Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the capped call transactions initially is approximately $19.76 per share, and is subject to adjustments under the terms of the capped call transactions.
2022 Convertible Notes

During the second quarter of 2022, $82.5 million of the 2022 Convertible Senior Notes were converted into 5.7 million shares of ATI common stock, with the remaining $1.7 million of outstanding principal balance paid in cash for notes that were not converted. The conversion rate for the 2022 Convertible Notes was 69.2042 shares of ATI common stock per $1,000 principal amount of the 2022 Convertible Notes, equivalent to a conversion price of $14.45 per share.

As of December 31, 2021, the fair value of the 2022 Convertible Notes was $102 million based on the quoted market price, which is classified in Level 1 of the fair value hierarchy. Interest on the 2022 Convertible Notes at the 4.75% cash coupon rate was payable semi-annually in arrears on each January 1 and July 1. Including amortization of deferred issuance costs, the effective interest rate was 5.4% for the third quarter ended September 30, 2021 and nine months ended September 30, 2022 and 2021. Remaining deferred issuance costs were $0.3 million at December 31, 2021. Interest expense on the 2022 Convertible Notes was as follows:
Three months ended September 30,Nine months ended September 30,
(in millions)2022202120222021
Contractual coupon rate$— $1.0 $2.0 $3.0 
Amortization of debt issuance costs— 0.2 0.3 0.4 
   Total interest expense$— $1.2 $2.3 $3.4 
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 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 utilizing raw material surcharges and index mechanisms. However, as of September 30, 2022, 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 6 million pounds of nickel with hedge dates through 2024. The aggregate notional amount hedged is approximately 11% 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 Metals 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 September 30, 2022, the outstanding financial derivatives used to hedge the Company’s exposure to energy cost volatility included natural gas cost hedges. At September 30, 2022, the Company hedged approximately 75% of its forecasted domestic requirements for natural gas for the remainder of 2022, approximately 50% for 2023 and approximately 15% for 2024.
While the majority of the Company’s direct export sales are transacted in U.S. dollars, foreign currency exchange contracts are used, 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 expected to be received from its export sales for pre-established U.S. dollar amounts at specified dates. The forward contracts are denominated in the same foreign currencies in which export sales are denominated. These contracts are designated as hedges of the variability in cash flows of a portion of the forecasted future export sales transactions which otherwise would expose the Company to foreign currency risk, primarily euro. 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 September 30, 2022, the Company had no significant outstanding foreign currency forward contracts.
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The Company may enter into derivative interest rate contracts to maintain a reasonable balance between fixed- and floating-rate debt. The Company has a $50 million floating-for-fixed interest rate swap which converts a portion of the Term Loan to a 4.21% fixed rate. The swap matures in June 2024. The Company designated the interest rate swap as a cash flow hedge of the Company’s exposure to the variability of the payment of interest on a portion of its Term Loan borrowings. The ineffectiveness at hedge inception, determined from the fair value of the swap immediately prior to its July 2019 amendment, was amortized to interest expense over the initial Term Loan swap maturity date of January 12, 2021.
There are no credit risk-related contingent features in the Company’s derivative contracts, and the contracts contained 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 locationSeptember 30,
2022		December 31,
2021
Derivatives designated as hedging instruments:
Interest rate swapPrepaid expenses and other current assets$1.1 $— 
Foreign exchange contractsPrepaid expenses and other current assets0.5 — 
Nickel and other raw material contractsPrepaid expenses and other current assets4.2 5.0 
Natural gas contractsPrepaid expenses and other current assets9.6 2.0 
Interest rate swapOther assets0.7 — 
Nickel and other raw material contractsOther assets0.1 0.1 
Natural gas contractsOther assets2.4 0.5 
Total derivatives designated as hedging instruments$18.6 $7.6 
Liability derivativesBalance sheet location  
Derivatives designated as hedging instruments:
Interest rate swapOther current liabilities$— $0.9 
Natural gas contractsOther current liabilities— 0.7 
Nickel and other raw material contractsOther current liabilities3.6 0.2 
Interest rate swapOther long-term liabilities— 0.7 
Natural gas contractsOther long-term liabilities— 0.2 
Nickel and other raw material contractsOther long-term liabilities0.2 — 
Total derivatives designated as hedging instruments$3.8 $2.7 
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 and are reported as changes within accrued liabilities and other on the consolidated statements of cash flows. There were no outstanding fair value hedges as of September 30, 2022. 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 September 30, 2022, a pre-tax gain of $11.8 million is expected to be recognized over the next 12 months.


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Activity with regard to derivatives designated as cash flow hedges for the three and nine month periods ended September 30, 2022 and 2021 was as follows (in millions): 
Amount of Gain (Loss)
Recognized in OCI on
Derivatives		Amount of Gain (Loss)
Reclassified from
Accumulated OCI
into Income (a)
Three months ended September 30,Three months ended September 30,
Derivatives in Cash Flow Hedging Relationships2022202120222021
Nickel and other raw material contracts$(0.7)$(0.2)$0.8 $1.5 
Natural gas contracts5.4 5.6 4.1 1.0 
Foreign exchange contracts0.5 — 0.5 — 
Interest rate swap0.6 (0.2)— (0.2)
Total$5.8 $5.2 $5.4 $2.3 
Amount of Gain (Loss)
Recognized in OCI on
Derivatives		Amount of Gain (Loss)
Reclassified from
Accumulated OCI
into Income (a)
Nine months ended September 30,Nine months ended September 30,
Derivatives in Cash Flow Hedging Relationships2022202120222021
Nickel and other raw material contracts$16.6 $2.6 $15.3 $4.1 
Natural gas contracts17.2 8.0 9.1 1.2 
Foreign exchange contracts0.9 0.1 0.6 — 
Interest rate swap2.1 (0.1)(0.3)(0.6)
Total$36.8 $10.6 $24.7 $4.7 
(a)The gains (losses) reclassified from accumulated OCI into income related to the derivatives, with the exception of the interest rate swap, are presented in sales and cost of sales in the same period or periods in which the hedged item affects earnings. The gains (losses) reclassified from accumulated OCI into income on the interest rate swap are presented in interest expense in the same period as the interest expense on the Term Loan is recognized in earnings.
The disclosures of gains or losses presented above for nickel and other raw material contracts and foreign currency contracts do not take into account 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.
Note 10. Fair Value of Financial Instruments
The estimated fair value of financial instruments at September 30, 2022 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$329.1 $329.1 $329.1 $— 
Derivative financial instruments:
Assets18.6 18.6 — 18.6 
Liabilities3.8 3.8 — 3.8 
Debt (a)1,747.3 1,839.6 1,558.7 280.9 


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The estimated fair value of financial instruments at December 31, 2021 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$687.7 $687.7 $687.7 $— 
Derivative financial instruments:
Assets7.6 7.6 — 7.6 
Liabilities2.7 2.7 — 2.7 
Debt (a)1,863.7 2,003.2 1,690.1 313.1 
(a)The total carrying amount for debt for both periods excludes debt issuance costs related to the recognized debt liability which is presented in the consolidated balance sheet as a direct reduction from the carrying amount of the debt liability.
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 prioritizes 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.

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Note 11. Business Segments
The Company operates in two business segments: High Performance Materials & Components (HPMC) and Advanced Alloys & Solutions (AA&S). The measure of segment EBITDA categorically excludes income taxes, depreciation and amortization, corporate expenses, net interest expense, closed operations and other income (expense), charges for goodwill and asset impairments, restructuring and other credits/charges, strike related costs, debt extinguishment charges and gains or losses on asset sales and sales of businesses. Management believes segment EBITDA, as defined, provides an appropriate measure of controllable operating results at the business segment level. Following is certain financial information with respect to the Company’s business segments for the periods indicated (in millions):
Three months ended September 30,Nine months ended September 30,
 2022202120222021
Total sales:
High Performance Materials & Components$505.0 $325.0 $1,325.6 $908.9 
Advanced Alloys & Solutions646.8 464.7 1,805.5 1,280.1 
1,151.8 789.7 3,131.1 2,189.0 
Intersegment sales:
High Performance Materials & Components47.4 25.0 130.3 67.4 
Advanced Alloys & Solutions72.4 39.0 175.2 87.2 
119.8 64.0 305.5 154.6 
Sales to external customers:
High Performance Materials & Components457.6 300.0 1,195.3 841.5 
Advanced Alloys & Solutions574.4 425.7 1,630.3 1,192.9 
$1,032.0 $725.7 $2,825.6 $2,034.4 
Three months ended September 30,Nine months ended September 30,
 2022202120222021
EBITDA:
High Performance Materials & Components$85.8 $37.4 $214.2 $99.2 
Advanced Alloys & Solutions75.8 56.8 255.7 142.5 
Total segment EBITDA161.6 94.2 469.9 241.7 
Corporate expenses(14.2)(12.9)(47.9)(41.0)
Closed operations and other expense(6.3)(1.4)(12.8)(4.5)
Depreciation & amortization (a)(35.6)(35.6)(107.1)(108.0)
Interest expense, net(20.8)(25.1)(67.8)(72.2)
Restructuring and other credits (charges) (17.3)2.3 (23.5)8.5 
Strike related costs— (22.9)— (63.2)
Retirement benefit settlement gain (See Note 12)— 64.9 — 64.9 
Gain (loss) on asset sales and sales of businesses, net (See Note 5)— 13.7 (134.2)13.7 
Income before income taxes$67.4 $77.2 $76.6 $39.9 
a) The following is depreciation & amortization by each business segment:
Three months ended September 30,Nine months ended September 30,
2022202120222021
High Performance Materials & Components$16.7 $18.2 $51.5 $57.0 
Advanced Alloys & Solutions17.1 16.3 50.0 47.9 
Other1.8 1.1 5.6 3.1 
$35.6 $35.6 $107.1 $108.0 
Beginning in 2020, the U.S. government enacted various relief packages in response to the COVID-19 pandemic. Results for the nine months ended September 30, 2022 include $34.3 million related to this government sponsored COVID relief in segment EBITDA. HPMC segment nine month results include $27.5 million of benefits from the Aviation Manufacturing Jobs
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Protection Program and employee retention credits, and AA&S segment nine month results include $6.8 million in employee retention credits.
Corporate expenses in the third quarter and nine months ended September 30, 2022 reflect business transformation initiatives and higher incentive compensation costs compared to the prior year period. Closed operations in the third quarter and nine months ended September 30, 2022 primarily relate to changes in foreign currency remeasurement impacts primarily related to ATI’s European Treasury Center operation and higher legal costs for closed facilities.
Restructuring and other charges for the third quarter and nine months ended September 30, 2022 relate to $2.6 million and $5.0 million, respectively, of restructuring credits for a reduction in severance-related reserves (see Note 7). The third quarter and nine months ended September 30, 2022 also include a $19.9 million and $28.5 million charge, respectively, for a litigation reserve (see Note 16). Restructuring charges for the third quarter and nine months ended September 30, 2021 were a net credit of $2.3 million and $8.5 million, respectively, primarily related to lowered severance-related reserves based on changes in planned operating rates and revised workforce reduction estimates (see Note 7).
During the third quarter of 2021, the Company recorded $22.9 million in strike related costs, of which $21.5 million were excluded from AA&S segment EBITDA and $1.4 million were excluded from HPMC segment EBITDA. During the first nine months of 2021, the Company recorded $63.2 million in strike related costs, of which $59.7 million were excluded from AA&S segment EBITDA and $3.5 million were excluded from HPMC segment EBITDA. These items primarily consisted of overhead costs recognized in the period due to below-normal operating rates, higher costs for outside conversion activities, and ongoing benefit costs for striking employees.
Gain (loss) on asset sales and sales of businesses, net, for the nine months ended September 30, 2022 relate to a $141.0 million loss on the sale of the Company’s Sheffield, UK operations, partially offset by a $6.8 million gain from the sale of assets from the Pico Rivera, CA operations. Gain (loss) on asset sales and sales of businesses, net, for the third quarter and nine months ended September 30, 2022 relates to a $13.7 million gain on the sale of the Company’s Flowform Products operations.
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 a percentage of eligible pay or based 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.
For the three month periods ended September 30, 2022 and 2021, the components of pension and other postretirement benefit expense (income) for the Company’s defined benefit plans included the following (in millions): 
Pension BenefitsOther Postretirement Benefits
Three months ended September 30,Three months ended September 30,
 2022202120222021
Service cost - benefits earned during the year$3.0 $3.8 $0.3 $0.4 
Interest cost on benefits earned in prior years17.2 17.1 1.9 1.9 
Expected return on plan assets(31.6)(34.1)— — 
Amortization of prior service cost (credit)0.1 0.2 (0.2)(0.6)
Amortization of net actuarial loss15.8 18.9 3.3 3.6 
Settlement gain— — — (64.9)
Total retirement benefit expense (income)$4.5 $5.9 $5.3 $(59.6)

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For the nine month periods ended September 30, 2022 and 2021, the components of pension and other postretirement benefit expense (income) for the Company’s defined benefit plans included the following (in millions): 
Pension BenefitsOther Postretirement Benefits
Nine months ended September 30,Nine months ended September 30,
 2022202120222021
Service cost - benefits earned during the year$9.0 $11.3 $0.8 $1.1 
Interest cost on benefits earned in prior years52.5 51.3 5.8 6.1 
Expected return on plan assets(96.6)(102.3)— — 
Amortization of prior service cost (credit)0.3 0.5 (0.7)(1.9)
Amortization of net actuarial loss47.7 56.7 9.9 10.2 
Settlement loss (gain)29.5 — — (64.9)
Total retirement benefit expense (income)$42.4 $17.5 $15.8 $(49.4)
On May 12, 2022, the Company completed the sale of its Sheffield, UK operations (see Note 5). As a result of this sale, ATI recognized a $29.5 million settlement loss in the second quarter of 2022, which is recorded in loss on asset sales and sales of businesses, net, on the consolidated statement of operations, related to the amount in accumulated other comprehensive loss for the UK defined benefit pension plan that transferred as part of the sale.
On July 14, 2021, ATI announced that a new four-year labor agreement with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied & Industrial Service Workers International Union, AFL-CIO, CLC (USW) was ratified. As a result of this new agreement, ATI recognized a $64.9 million pretax gain in the third quarter of 2021, which is recorded in nonoperating retirement benefit income/expense on the consolidated statement of operations, related to a plan termination that eliminated certain postretirement medical benefit liabilities, comprised of $43.0 million of long-term postretirement benefit liabilities as of July 2021 and $21.9 million of amounts recorded in accumulated other comprehensive income at that date. Discrete tax effects related to this event were $15.5 million of income tax expense (see Note 13 for further discussion).
Note 13. Income Taxes

The provision for income taxes for the third quarter and nine months ended September 30, 2022 was $3.0 million and $11.3 million, respectively. Tax expense in 2022 is mainly attributable to the Company’s foreign operations. The tax expense for the third quarter and nine months ended September 30, 2022 was based on an estimated annual effective tax rate calculation which included foreign, non-valuation allowance, operations combined with the U.S. jurisdiction. The provision for income taxes for the third quarter and nine months ended September 30, 2021 was $22.0 million and $31.5 million, respectively. The 2021 tax expense includes $15.5 million of discrete tax expense related to the postretirement medical benefits gain discussed in Note 12, in accordance with ATI’s accounting policy for recognizing deferred tax amounts stranded in accumulated other comprehensive income. The third quarter and nine months ended September 30, 2021 utilized an annual effective tax rate calculation for its foreign, non-valuation allowance operations, combined with actual year-to-date tax expense related to its U.S. jurisdiction.

In the second quarter 2020, the Company entered into a three-year cumulative loss within the United States, limiting the Company’s ability to utilize future projections when analyzing the need for a deferred tax asset valuation allowance, therefore limiting sources of income as part of the analysis. ATI continues to maintain valuation allowances on its U.S. federal and state deferred tax assets, as well as for certain foreign jurisdictions.

21

Note 14. Per Share Information
The following table sets forth the computation of basic and diluted income (loss) per common share: 
(In millions, except per share amounts)Three months ended September 30,Nine months ended September 30,
2022202120222021
Numerator:
Numerator for basic income (loss) per common share –
Net income (loss) attributable to ATI$61.1 $48.7 $54.0 $(8.4)
Effect of dilutive securities:
4.75% Convertible Senior Notes due 2022
— 1.1 — — 
3.5% Convertible Senior Notes due 2025
2.8 2.9 — — 
Numerator for diluted net income (loss) per common share –
Net income (loss) attributable to ATI after assumed conversions$63.9 $52.7 $54.0 $(8.4)
Denominator:
Denominator for basic net income (loss) per common share – weighted average shares129.8 127.2 126.9 127.0 
Effect of dilutive securities:
Share-based compensation2.2 0.8 2.0 — 
4.75% Convertible Senior Notes due 2022
— 5.8 — — 
3.5% Convertible Senior Notes due 2025
18.8 18.8 — — 
Denominator for diluted net income (loss) per common share – adjusted weighted average shares and assumed conversions150.8 152.6 128.9 127.0 
Basic net income (loss) attributable to ATI per common share$0.47 $0.38 $0.43 $(0.07)
Diluted net income (loss) attributable to ATI per common share$0.42 $0.35 $0.42 $(0.07)
Common stock that would be issuable upon the assumed conversion of the 2025 Convertible Notes and other option equivalents and contingently issuable shares are excluded from the computation of contingently issuable shares, and therefore, from the denominator for diluted earnings per share, if the effect of inclusion is anti-dilutive. The 2022 Convertible Notes were converted as of June 30, 2022 (see Note 8 for further explanation). There were no anti-dilutive shares for the three months ended September 30, 2022, and 22.5 million anti-dilutive shares for the nine months ended September 30, 2022. There were no anti-dilutive shares for the three months ended September 30, 2021, and 25.6 million anti-dilutive shares for the nine months ended September 30, 2021.
On February 2, 2022, the Company’s Board of Directors authorized the repurchase of up to $150 million of ATI stock. Repurchases under the program may be 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 will be structured to occur within the pricing and volume requirements of SEC Rule 10b-18. The stock repurchase program does not obligate the Company to repurchase any specific number of shares and it may be modified, suspended, or terminated at any time by the Board of Directors without prior notice. In the three and nine months ended September 30, 2022, ATI used $15.0 million and $104.9 million, respectively, to repurchase 0.5 million and 4.0 million shares, respectively, of its common stock under this program.

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Note 15. Accumulated Other Comprehensive Income (Loss)
The changes in AOCI by component, net of tax, for the three month period ended September 30, 2022 were as follows (in millions):
Post-
retirement
benefit plans		Currency
translation
adjustment		DerivativesDeferred Tax Asset Valuation AllowanceTotal
Attributable to ATI:
Balance, June 30, 2022$(883.0)$(65.1)$16.8 $22.4 $(908.9)
OCI before reclassifications —  (20.6) 5.8 — (14.8)
Amounts reclassified from AOCI(a)14.5 (c)— (d)(5.4)(e)4.7 13.8 
Net current-period OCI 14.5  (20.6) 0.4 4.7 (1.0)
Balance, September 30, 2022$(868.5)$(85.7)$17.2 $27.1 $(909.9)
Attributable to noncontrolling interests:
Balance, June 30, 2022$— $17.0 $— $— $17.0 
OCI before reclassifications —  (9.4) — — (9.4)
Amounts reclassified from AOCI — (c)—  — — — 
Net current-period OCI —  (9.4) — — (9.4)
Balance, September 30, 2022$— $7.6 $— $— $7.6 
The changes in AOCI by component, net of tax, for the nine month period ended September 30, 2022 were as follows (in millions):
Post-
retirement
benefit plans		Currency
translation
adjustment		DerivativesDeferred Tax Asset Valuation AllowanceTotal
Attributable to ATI:
Balance, December 31, 2021$(947.7)$(64.9)$5.1 $15.8 $(991.7)
OCI before reclassifications —  (40.8) 36.8 — (4.0)
Amounts reclassified from AOCI(a)79.2 (b)20.0 (d)(24.7)(e)11.3 85.8 
Net current-period OCI 79.2  (20.8) 12.1 11.3 81.8 
Balance, September 30, 2022$(868.5)$(85.7)$17.2 $27.1 $(909.9)
Attributable to noncontrolling interests:
Balance, December 31, 2021$— $26.0 $— $— $26.0 
OCI before reclassifications —  (18.4) — — (18.4)
Amounts reclassified from AOCI — (c)—  — — — 
Net current-period OCI —  (18.4) — — (18.4)
Balance, September 30, 2022$— $7.6 $— $— $7.6 

(a)Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 12) and/or loss on asset sales and sales of businesses, net, as part of the loss on sale of the Sheffield, UK operations (see Note 5).
(b)Amounts were included in loss on asset sales and sales of businesses, net, as part of the loss on sale of the Sheffield, UK 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).
(e)Represents the net change in deferred tax asset valuation allowances on changes in AOCI balances between the balance sheet dates.
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The changes in AOCI by component, net of tax, for the three month period ended September 30, 2021 were as follows (in millions):
Post-
retirement
benefit plans		Currency
translation
adjustment		DerivativesDeferred Tax Asset Valuation AllowanceTotal
Attributable to ATI:
Balance, June 30, 2021$(1,086.9)$(55.8)$5.1 $(38.7)$(1,176.3)
OCI before reclassifications —  (4.2) 5.2 — 1.0 
Amounts reclassified from AOCI(a)4.0 (b)— (c)(2.3)(d)12.5 14.2 
Net current-period OCI 4.0  (4.2) 2.9 12.5 15.2 
Balance, September 30, 2021$(1,082.9)$(60.0)$8.0 $(26.2)$(1,161.1)
Attributable to noncontrolling interests:
Balance, June 30, 2021$— $23.7 $— $— $23.7 
OCI before reclassifications —  (0.8) — — (0.8)
Amounts reclassified from AOCI — (b)—  — — — 
Net current-period OCI —  (0.8) — — $(0.8)
Balance, September 30, 2021$— $22.9 $— $— $22.9 
The changes in AOCI by component, net of tax, for the nine month period ended September 30, 2021 were as follows (in millions):
Post-
retirement
benefit plans		Currency
translation
adjustment		DerivativesDeferred Tax Asset Valuation AllowanceTotal
Attributable to ATI:
Balance, December 31, 2020$(1,119.9)$(55.5)$2.1 $(50.3)$(1,223.6)
OCI before reclassifications —  (4.5) 10.6 — 6.1 
Amounts reclassified from AOCI(a)37.0 (b)— (c)(4.7)(d)24.1 56.4 
Net current-period OCI 37.0  (4.5) 5.9 24.1 62.5 
Balance, September 30, 2021$(1,082.9)$(60.0)$8.0 $(26.2)$(1,161.1)
Attributable to noncontrolling interests:
Balance, December 31, 2020$— $21.2 $— $— $21.2 
OCI before reclassifications —  1.7  — — 1.7 
Amounts reclassified from AOCI — (b)—  — — — 
Net current-period OCI —  1.7  — — $1.7 
Balance, September 30, 2021$— $22.9 $— $— $22.9 
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(a)Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 12).
(b)No amounts were reclassified to earnings.
(c)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).
(d)Represents the net change in deferred tax asset valuation allowances on changes in AOCI balances between the balance sheet dates.
Other comprehensive income (loss) amounts (OCI) reported above by category are net of applicable income tax expense (benefit) for each year 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.

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Reclassifications out of AOCI for the three and nine month periods ended September 30, 2022 and 2021 were as follows: 
 Amounts reclassified out of AOCI
Details about AOCI Components
(In millions)
Three months ended September 30, 2022Three months ended September 30, 2021Nine months ended September 30, 2022Nine months ended September 30, 2021Affected line item in the statements
of operations
Postretirement benefit plans
Prior service credit$0.1 $0.4 $0.4 $1.4 (a) 
Actuarial losses(19.1)(22.5)(57.6)(66.9)(a) 
Settlement gain (loss)— 21.9 (29.5)21.9 (b)
(19.0)(0.2)(86.7)(43.6)(d) Total before tax
(4.5)3.8 (7.5)(6.6)Tax expense (benefit) (e)
$(14.5)$(4.0)$(79.2)$(37.0)Net of tax
Currency translation adjustment$— $— $(20.0)$— (b,d)
Derivatives
Nickel and other raw material contracts$1.0 $2.0 $20.1 $5.4 (c) 
Natural gas contracts5.4 1.3 12.0 1.6 (c)
Foreign exchange contracts0.7 — 0.8 — (c)
Interest rate swap— (0.3)(0.4)(0.8)(c)
7.1 3.0 32.5 6.2 (d) Total before tax
1.7 0.7 7.8 1.5 Tax expense (e)
$5.4 $2.3 $24.7 $4.7 Net of tax
(a)Amounts are reported in nonoperating retirement benefit expense (see Note 12).
(b)Amounts in 2022 were included in loss on asset sales and sales of businesses, net, as part of the loss on sale of the Sheffield, UK operations (see Note 5). Amounts in 2021 are reported in nonoperating retirement benefit expense (see Note 12).
(c)Amounts related to derivatives, with the exception of the interest rate swap, are included in sales or cost of goods sold in the period or periods the hedged item affects earnings. Amounts related to the interest rate swap are included in interest expense in the same period as the interest expense on the Term Loan is recognized in earnings (see Note 9).
(d)For pretax 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
25

consolidated results of operations in a given period, but the Company cannot reliably predict the amounts of such future adjustments.
At September 30, 2022, the Company’s reserves for environmental remediation obligations totaled approximately $13 million, of which $6 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; $8 million for formerly owned or operated sites for which the Company has remediation or indemnification obligations; and $2 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 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 $16 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.
ATI Titanium LLC (ATI Titanium), a subsidiary of ATI Inc., was party to a lawsuit captioned US Magnesium, LLC v. ATI Titanium LLC (Case No. 2:17-cv-00923-DB) and filed in federal district court in Salt Lake City, UT, pertaining to a Supply and Operating Agreement between US Magnesium LLC (USM) and ATI Titanium entered into in 2006 (the Supply Agreement). In 2016, ATI Titanium notified USM that it would suspend performance under the Supply Agreement in reliance on certain terms and conditions included in the Supply Agreement. USM subsequently filed a claim challenging ATI Titanium’s right to suspend performance under the Supply Agreement. ATI Titanium and USM reached a settlement for $28.5 million. The Company recorded a $28.5 million litigation reserve on this matter for the nine months ended September 2022, of which $19.9 million was recorded in the third quarter of 2022 and is reported within other (nonoperating) expense on the consolidated statement of operations. Based on the terms of the settlement, the Company expects to pay the $28.5 million in the fourth quarter of 2022.
26


Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
ATI is a global manufacturer of technically advanced specialty materials and complex components. Our largest markets are aerospace & defense, representing over 45% of sales for the nine months ended September 30, 2022, led by products for jet engines. Additionally, we have a strong presence in the energy markets, including oil & gas, downstream processing, and specialty energy, as well as the medical and electronics markets. In aggregate, these markets represent more than 75% of our 2022 revenue. ATI is a market leader in manufacturing differentiated products that require our materials science capabilities and unique process technologies, including our new product development competence. Our capabilities range from cast/wrought and powder alloy development to final production of highly engineered finished components, including those used in next-generation jet engines and 3D-printed aerospace products.
Third quarter 2022 sales increased 42% to $1.03 billion, compared to sales of $725.7 million for the third quarter of 2021, primarily due to a significant recovery in demand for commercial aerospace products, which is our largest end market. Our gross profit for the third quarter of 2022 was $183.8 million, or 17.8% of sales, compared to $82.5 million, or 11.4% of sales, for the third quarter 2021, a $101.3 million, or 640 basis point, increase reflecting benefits of our ongoing transformation with a focus on the key growth markets of aerospace and defense, and our streamlined value-add production capabilities. Third quarter 2021 results included negative impacts from a labor strike of $22.9 million, which are excluded from our segment results and included costs for below-normal operating rates as production returned to normal levels following the end of the strike in mid-July 2021.
Third quarter 2022 and 2021 results include $2.6 million and $2.3 million, respectively, of net credits for previously-recognized restructuring charges, primarily related to lowered severance-related reserves based on changes in planned operating rates and revised workforce reduction estimates. Third quarter 2021 results include a $64.9 million retirement benefit settlement gain related to a plan termination that eliminated certain postretirement medical benefit liabilities, which is recorded in nonoperating retirement benefit income/expense on the consolidated statement of operations. Other nonoperating income (expense) for the third quarter of 2022 includes a $19.9 million charge for the settlement of litigation with U.S. Magnesium, LLC related to the closed Rowley, UT titanium sponge production facility. Other nonoperating income (expense) for the third quarter of 2021 includes a $13.7 million gain on the sale of our Flowform Products business. All of these items are excluded from segment EBITDA.
Our pretax income was $67.4 million in the third quarter of 2022, compared to $77.2 million in the prior year period. Income tax expense for the third quarter of 2022 was $3.0 million primarily related to our Asian precision rolled strip business, and income tax expense for the third quarter of 2021 was $22.0 million, including $15.5 million of discrete tax expense related to the retirement benefit settlement gain. ATI continues to maintain a valuation allowance on its U.S. deferred tax assets. Net income attributable to ATI was $61.1 million, or $0.42 per share, in the third quarter of 2022, compared to $48.7 million, or $0.35 per share, for the third quarter of 2021.
Adjusted EBITDA was $141.1 million, or 13.7% of sales, for the third quarter 2022, and $79.9 million, or 11.0% of sales, for the prior year third quarter. EBITDA and Adjusted EBITDA are measures utilized by ATI that we believe are useful to investors because these measures are commonly used to analyze companies on the basis of operating performance, leverage and liquidity. Furthermore, analogous measures are used by industry analysts to evaluate operating performance. EBITDA and Adjusted EBITDA are non-GAAP measures and are not intended to represent, and should not be considered more meaningful than, or as alternatives to, a measure of operating performance as determined in accordance with U.S. generally accepted accounting principles (U.S. GAAP). We categorically define EBITDA as income from continuing operations before interest and income taxes, plus depreciation and amortization, goodwill impairment charges and debt extinguishment charges. We categorically define Adjusted EBITDA as EBITDA excluding significant non-recurring charges or credits, restructuring charges/credits, strike related costs, long-lived asset impairments and other postretirement/pension curtailment and settlement gains and losses. EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments and capital expenditures. See the Liquidity and Financial Condition section of Management’s Discussion and Analysis for a reconciliation of amounts reported under U.S. GAAP to these non-GAAP measures.
Compared to the third quarter 2021, sales increased 53% in the HPMC business segment and 35% in the AA&S business segment. In aggregate, ATI’s aerospace & defense markets sales increased 87% to $530 million in the third quarter 2022, compared to $283 million the third quarter 2021, reflecting increasing demand for commercial aerospace jet engine and
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airframe products. In the HPMC segment, third quarter 2022 sales of commercial jet engine products increased 137% compared to the prior year period.
Results for the first nine months of 2022 were sales of $2.83 billion and income before tax of $76.6 million, compared to sales of $2.03 billion and income before tax of $39.9 million for the first nine months of 2021. Our results for the first nine months of 2022 reflect benefits of our ongoing transformation with a focus on the key growth markets of aerospace and defense, most notably jet engine materials and components, and our streamlined value-add production capabilities. Our gross profit was $529 million, or 18.7% of sales, compared to gross profit of $211.0 million, or 10.4% of sales, for the first nine months of 2021, a $318 million, or 830 basis point, increase. Results in the first nine months of 2022 include $34.3 million of benefits from management actions to access available grants and other forms of COVID-19 relief available from previously-enacted U.S. legislation. These benefits included $16.8 million of a $22.4 million grant under the Aviation Manufacturing Jobs Protection (AMJP) program for our operations in the HPMC segment, which helped fund ongoing wage and benefit costs for a six-month period through May 2022, and $17.5 million in employee retention credits applicable across all of ATI’s domestic operations, largely for preserving jobs throughout the global pandemic-related economic downturn. Additionally, our strategic transformation efforts within the AA&S segment to eliminate production of lower-margin standard stainless sheet products in the SRP business is now complete. The 2021 results include the $63.2 million of strike related costs which are excluded from segment results.
The nine month 2022 results include a $141.0 million loss on the May 12, 2022 sale of the Sheffield, UK operations, which is reported in loss on asset sales and sales of businesses, net. The Sheffield operations were part of the HPMC segment, and were not well-aligned with ATI’s strategic focus. In 2021, the Sheffield operations had external sales of $36 million, with over 80% of its sales to energy markets, primarily oil & gas, and had a net loss before tax of $9 million. Loss on asset sales and sales of businesses, net, for the first nine months of 2022 also included a $6.8 million gain from the sale of assets from our Pico Rivera, CA operations as part of the strategy to exit standard stainless products. Nine month 2022 and 2021 results also include $5.0 million and $8.5 million, respectively, of net credits for adjustments to previously-recognized restructuring charges. The gains/losses on sale and restructuring credits are excluded from segment results.
Results for the first nine months of 2021 include a $64.9 million retirement benefit settlement gain related to a plan termination that eliminated certain postretirement medical benefit liabilities, which is recorded in nonoperating retirement benefit income/expense on the consolidated statement of operations. Other nonoperating income (expense) for the first nine months of 2022 includes a $28.5 million charge for the settlement of litigation with U.S. Magnesium, LLC related to the closed Rowley, UT titanium sponge production facility, partially offset by a $9.9 million benefit from the A&T Stainless joint venture’s settlement of Section 232 claims, which is included in AA&S segment results. Other nonoperating income (expense) for the first nine months of 2021 includes a $13.7 million gain on the sale of our Flowform Products business.
Our pretax income was $76.6 million in the first nine months of 2022, compared to income of $39.9 million in the prior year period. Income tax expense for the first nine months of 2022 was $11.3 million primarily related to our Asian precision rolled strip business, and income tax expense for the first nine months of 2021 was $31.5 million, including $15.5 million of discrete tax expense related to the retirement benefit settlement gain. Net income attributable to ATI was $54.0 million, or $0.42 per share, in the first nine months of 2022, compared to a net loss attributable to ATI of $8.4 million, or ($0.07) per share, for the first nine months of 2021.
Compared to the first nine months of 2021, sales increased 42% in the HPMC business segment and 37% in the AA&S business segment. Sales to the aerospace & defense markets in the HPMC segment were 56% higher than the first nine months of 2021, due to improvements in the commercial aerospace market. AA&S sales reflect higher sales across most major markets, particularly an 82% increase in the aerospace & defense markets and a 46% increase in the energy market. Prior year results included impacts from the USW labor strike, which predominantly affected the AA&S segment.


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Comparative information for our overall revenues (in millions) by end market and their respective percentages of total revenues for the three and nine month periods ended September 30, 2022 and 2021 is shown below.

 Three months endedThree months ended
MarketsSeptember 30, 2022September 30, 2021
Aerospace & Defense:
     Jet Engines- Commercial$312.6 30 %$128.8 18 %
     Airframes- Commercial131.4 13 %71.3 10 %
     Defense86.1 8 %82.8 11 %
     Total Aerospace & Defense$530.1 51 %$282.9 39 %
Energy:
     Oil & Gas127.1 12 %92.4 13 %
     Specialty Energy65.6 7 %73.8 10 %
     Total Energy192.7 19 %166.2 23 %
Automotive69.6 7 %78.3 11 %
Electronics48.5 5 %56.5 8 %
Construction/Mining47.8 5 %25.3 3 %
Medical47.4 4 %34.3 5 %
Food Equipment & Appliances45.2 4 %43.4 6 %
Other50.7 5 %38.8 5 %
Total$1,032.0 100 %$725.7 100 %
 Nine months endedNine months ended
MarketsSeptember 30, 2022September 30, 2021
Aerospace & Defense:
     Jet Engines- Commercial$757.9 27 %$364.5 18 %
     Airframes- Commercial331.2 12 %183.9 9 %
     Defense244.2 9 %269.9 13 %
     Total Aerospace & Defense$1,333.3 48 %$818.3 40 %
Energy:
     Oil & Gas355.4 13 %231.0 11 %
     Specialty Energy197.3 7 %202.6 10 %
     Total Energy552.7 20 %433.6 21 %
Automotive236.1 8 %237.8 12 %
Electronics149.5 5 %155.4 8 %
Food Equipment & Appliances141.9 5 %99.5 5 %
Construction/Mining139.7 5 %89.7 4 %
Medical123.1 4 %95.3 5 %
Other149.3 5 %104.8 5 %
Total$2,825.6 100 %$2,034.4 100 %
For the third quarter 2022, international sales of $421 million, or 41% of total sales, increased from $328 million in the third quarter 2021. ATI’s international sales are mostly to the aerospace, energy, electronics, automotive and medical markets.

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Comparative information for our major products based on their percentages of revenues are shown below. We no longer report standard stainless product sales as a separate product category. Prior period information includes these sales within the nickel-based alloys and specialty alloys category. HRPF conversion service sales in the AA&S segment are excluded from this presentation.
Three months ended September 30,Nine months ended September 30,
 2022202120222021
Nickel-based alloys and specialty alloys54 %45 %52 %43 %
Precision forgings, castings and components
15 %15 %15 %16 %
Precision rolled strip products12 %19 %14 %19 %
Titanium and titanium-based alloys
11 %12 %11 %12 %
Zirconium and related alloys8 %9 %8 %10 %
Total100 %100 %100 %100 %

Segment EBITDA for the third quarter 2022 was $161.6 million, or 15.7% of sales, compared to segment EBITDA of $94.2 million, or 13.0% of sales, for the third quarter of 2021. Segment EBITDA for the first nine months of 2022 was $469.9 million, or 16.6% of sales, compared to segment EBITDA of $241.7 million, or 11.9% of sales, for the first nine months of 2021. Our measure of segment EBITDA, which we use to analyze the performance and results of our business segments, categorically excludes income taxes, depreciation and amortization, corporate expenses, net interest expense, closed operations and other income (expense), charges for goodwill and asset impairments, restructuring and other credits/charges, strike related costs, debt extinguishment charges and gains or losses on asset sales and sales of businesses. Results on our management basis of reporting were as follows (in millions):

Three months ended September 30,Nine months ended September 30,
 2022202120222021
Sales:
High Performance Materials & Components$457.6 $300.0 $1,195.3 $841.5 
Advanced Alloys & Solutions574.4 425.7 1,630.3 1,192.9 
Total external sales$1,032.0 $725.7 $2,825.6 $2,034.4 
EBITDA:
High Performance Materials & Components$85.8 $37.4 $214.2 $99.2 
% of Sales18.8 %12.5 %17.9 %11.8 %
Advanced Alloys & Solutions75.8 56.8 255.7 142.5 
% of Sales13.2 %13.3 %15.7 %11.9 %
Total segment EBITDA$161.6 $94.2 $469.9 $241.7 
% of Sales15.7 %13.0 %16.6 %11.9 %
Corporate expenses(14.2)(12.9)(47.9)(41.0)
Closed operations and other expense(6.3)(1.4)(12.8)(4.5)
ATI Adjusted EBITDA141.1 79.9 409.2 196.2 
Depreciation & amortization(35.6)(35.6)(107.1)(108.0)
Interest expense, net(20.8)(25.1)(67.8)(72.2)
Restructuring and other credits (charges)(17.3)2.3 (23.5)8.5 
Strike related costs— (22.9)— (63.2)
Retirement benefit settlement gain— 64.9 — 64.9 
Gain (loss) on asset sales and sales of businesses, net— 13.7 (134.2)13.7 
Income before income taxes67.4 77.2 76.6 39.9 
Income tax provision3.0 22.0 11.3 31.5 
Net income 64.4 55.2 65.3 8.4 
Less: Net income attributable to noncontrolling interests3.3 6.5 11.3 16.8 
Net income (loss) attributable to ATI$61.1 $48.7 $54.0 $(8.4)
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As part of managing the performance of our business, we focus on controlling Managed Working Capital, which we define as gross accounts receivable, short-term contract assets and gross inventories, less accounts payable and short-term contract liabilities. We exclude the effects of inventory valuation reserves and reserves for uncollectible accounts receivable when computing this non-GAAP performance measure, which is not intended to replace Working Capital or to be used as a measure of liquidity. We assess Managed Working Capital performance as a percentage of the prior three months annualized sales to evaluate the asset intensity of our business. At September 30, 2022, Managed Working Capital decreased as a percentage of annualized total ATI sales to 36.5% compared to 37.5% at December 31, 2021, as the operating efficiency of the business improved. Days sales outstanding, which measures actual collection timing for accounts receivable, worsened by 8% as of September 30, 2022 compared to year end 2021, primarily due to increased foreign sales that generally have a longer collection cycle. Gross inventory turns improved 13% as of September 30, 2022 compared to year end 2021, as an improvement in the pace of inventory flow across our operations was partially offset by higher overall inventory levels due to both rising raw material values and management actions to secure adequate supplies of key raw materials in response to supply chain uncertainties.
The computations of Managed Working Capital at September 30, 2022 and December 31, 2021, reconciled to the financial statement line items as computed under U.S. GAAP, were as follows.
September 30,December 31,
(In millions)20222021
Accounts receivable$678.1 $470.0 
Short-term contract assets70.2 53.9 
Inventory1,216.9 1,046.3 
Accounts payable(410.2)(375.5)
Short-term contract liabilities(120.7)(116.2)
Subtotal1,434.3 1,078.5 
Allowance for doubtful accounts3.9 3.8 
Inventory valuation reserves69.4 65.4 
Managed working capital$1,507.6 $1,147.7 
Annualized prior 3 months sales$4,128.0 $3,061.5 
Managed working capital as a % of annualized sales36.5 %37.5 %
Business Segment Results
High Performance Materials & Components Segment
Third quarter 2022 sales were $457.6 million, increasing 53% compared to the third quarter 2021, reflecting increasing commercial aerospace demand. Sales to the commercial aerospace market increased 116%, reflecting a 137% increase in commercial jet engines, while defense sales declined 27% based on the timing of orders for the next phase of several defense programs. Overall aerospace and defense market sales were 82% of total HPMC sales in the third quarter of 2022. Sales to the energy markets decreased 43%, mainly due to lower specialty energy sales to Asian markets.

31

Comparative information for our HPMC segment revenues (in millions) by market and their respective percentages of the segment’s overall revenues for the three month periods ended September 30, 2022 and 2021 is as follows: 
 Three months endedThree months ended
MarketsSeptember 30, 2022September 30, 2021
Aerospace & Defense:
Jet Engines- Commercial$285.7 63 %$120.4 40 %
Airframes- Commercial49.8 11 %35.0 12 %
Defense38.5 8 %52.1 17 %
Total Aerospace & Defense374.0 82 %207.5 69 %
Energy:
       Oil & Gas6.9 1 %10.4 3 %
       Specialty Energy26.4 6 %47.1 16 %
       Total Energy33.3 7 %57.5 19 %
Medical22.3 5 %16.8 6 %
Construction/Mining9.5 2 %5.6 2 %
Other18.5 4 %12.6 4 %
Total$457.6 100 %$300.0 100 %

International sales represented 53% of total segment sales for the third quarter 2022, which was consistent with the prior year period. Comparative information for the HPMC segment’s major product categories, based on their percentages of revenue for the three months ended September 30, 2022 and 2021, is as follows: 
Three months ended September 30,
 20222021
Nickel-based alloys and specialty alloys52 %46 %
Precision forgings, castings and components32 %35 %
Titanium and titanium-based alloys16 %19 %
Total 100 %100 %

Segment EBITDA in the third quarter 2022 increased to $85.8 million, or 18.8% of total sales, compared to $37.4 million, or 12.5% of total sales, for the third quarter 2021, a 630 basis point improvement in operating margins reflecting higher sales of next-generation jet engine products and higher facility utilization levels.
Sales for the first nine months of 2022 were $1.20 billion, increasing 42% compared to the first nine months of 2021, reflecting higher sales across most end markets, led by commercial jet engines. Consistent with the trends in quarterly results, sales to the commercial aerospace market increased 91%, reflecting a 106% increase in commercial jet engines, while defense sales declined 30% based on the timing of orders for the next phase of several defense programs. Sales to the energy markets decreased 12% with higher sales for oil & gas applications more than offset by declines in demand for specialty energy applications.

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Comparative information for our HPMC segment revenues (in millions) by market and their respective percentages of the segment’s overall revenues for the nine month periods ended September 30, 2022 and 2021 is as follows: 
 Nine months endedNine months ended
MarketsSeptember 30, 2022September 30, 2021
Aerospace & Defense:
Jet Engines- Commercial$696.1 58 %$338.3 40 %
Airframes- Commercial130.9 11 %95.6 11 %
Defense120.6 10 %172.0 21 %
Total Aerospace & Defense947.6 79 %605.9 72 %
Energy:
       Oil & Gas32.1 3 %29.0 3 %
       Specialty Energy88.0 7 %107.6 13 %
       Total Energy120.1 10 %136.6 16 %
Medical52.3 5 %42.6 5 %
Construction/Mining25.8 2 %16.8 2 %
Other49.5 4 %39.6 5 %
Total$1,195.3 100 %$841.5 100 %
International sales represented 54% of total segment sales for the first nine months of 2022. Comparative information for the HPMC segment’s major product categories, based on their percentages of revenue for the nine months ended September 30, 2022 and 2021, is as follows: 
Nine months ended September 30,
 20222021
Nickel-based alloys and specialty alloys50 %43 %
Precision forgings, castings and components34 %37 %
Titanium and titanium-based alloys16 %20 %
Total 100 %100 %
Segment EBITDA in the first nine months of 2022 increased to $214.2 million, or 17.9% of total sales, compared to $99.2 million, or 11.8% of total sales, for the first nine months of 2021, a 610 basis point improvement in operating margins reflecting higher sales of next-generation jet engine products and higher facility utilization levels. Results in the first nine months of 2022 include $27.5 million of benefits from the AMJP program and employee retention credits, partially offset by labor and other costs related to ramp readiness.
HPMC first nine months of 2022 results reflect an ongoing recovery with improvements in many of our key end markets, most notably jet engine materials and components, as well as the continued benefits from our aggressive 2020 cost cutting actions and recent share gains. Looking ahead to the fourth quarter of 2022, we anticipate continued strong demand for commercial aerospace products. Demand for our commercial airframe long-form products in the HPMC segment is projected to increase over the longer-term due in part to the reordering of the commercial aerospace supply chain in response to the Russia/Ukraine conflict. While availability of raw material inputs for our melting processes remains adequate during the ongoing Russia/Ukraine conflict, changes in raw material prices may cause variability in profit margins based on the timing of index pricing mechanisms.
Advanced Alloys & Solutions Segment
Third quarter 2022 sales were $574.4 million, increasing 35% compared to the third quarter of 2021. The prior year period included impacts from a labor strike that ended in mid-July 2021, which reduced sales in that period. Sales to the aerospace & defense markets increased 107%, due in part to a significant increase in commercial airframe demand for various flat-rolled product forms. Sales to the energy markets were 47% higher than the prior year quarter, led by chemical and hydrocarbon industry applications increasing 160%. Sales at our STAL Precision Rolled Strip facility in China continue to be negatively impacted by Covid-related market interruptions.




33

Comparative information for our AA&S segment revenues (in millions) by market and their respective percentages of the segment’s overall revenues for the three month periods ended September 30, 2022 and 2021 is shown below.
 Three months endedThree months ended
MarketsSeptember 30, 2022September 30, 2021
Energy:
       Oil & Gas$120.2 21 %$82.0 19 %
       Specialty Energy39.2 7 %26.7 6 %
       Total Energy159.4 28 %108.7 25 %
Aerospace & Defense:
Jet Engines- Commercial26.9 5 %8.4 2 %
Airframes- Commercial81.6 14 %36.3 9 %
Defense47.6 8 %30.7 7 %
Total Aerospace & Defense156.1 27 %75.4 18 %
Automotive66.1 11 %76.2 18 %
Electronics47.8 8 %56.1 13 %
Food Equipment & Appliances45.0 8 %43.4 10 %
Construction/Mining38.3 7 %19.7 5 %
Other61.7 11 %46.2 11 %
Total$574.4 100 %$425.7 100 %
International sales represented 31% of total segment sales for the third quarter 2022, compared to 40% in the prior year’s third quarter. Comparative information for the AA&S segment’s major product categories, based on their percentages of revenue for the three months ended September 30, 2022 and 2021, are presented in the following table. We no longer report standard stainless product sales as a separate product category. Prior period information includes these sales within the nickel-based alloys and specialty alloys category. HRPF conversion service sales are excluded from this presentation.
Three months ended September 30,
 20222021
Nickel-based alloys and specialty alloys57 %45 %
Precision rolled strip products22 %33 %
Zirconium and related alloys14 %15 %
Titanium and titanium-based alloys7 %7 %
Total100 %100 %

Segment EBITDA was $75.8 million, or 13.2% of sales, for the third quarter 2022, compared to segment EBITDA of $56.8 million, or 13.3% of sales, for the third quarter 2021. Although results reflect a stronger product mix of nickel-alloy mill products as our exit of standard stainless products was completed, declining raw material surcharges and negative impacts on our STAL Precision Rolled Strip facility in China from Covid-related market interruptions resulted in margins remaining flat to prior year. Strike related costs of $21.5 million for the third quarter of 2021, primarily related to lower productivity and utilization levels, were excluded from AA&S segment results.
Sales for the first nine months of 2022 were $1.63 billion, increasing 37% compared to the first nine months of 2021, which included impacts from a multi-month labor strike which reduced sales in the prior year period. Sales to the aerospace & defense markets increased 82%, due in part to a significant increase in commercial airframe demand for various flat-rolled product forms. Sales to the energy markets were 46% higher led by chemical and hydrocarbon industry applications increasing 104%. Increased sales prices, resulting from higher base prices and elevated raw material pass-through mechanisms, also drove revenue increases compared to the prior year-to-date period and helped offset inflationary impacts. Sales at our STAL Precision Rolled Strip facility in China continue to be negatively impacted by Covid-related market interruptions.



34

Comparative information for our AA&S segment revenues (in millions) by market and their respective percentages of the segment’s overall revenues for the nine month periods ended September 30, 2022 and 2021 is shown below.
 Nine months endedNine months ended
MarketsSeptember 30, 2022September 30, 2021
Energy:
       Oil & Gas323.3 20 %202.0 17 %
       Specialty Energy109.3 6 %95.0 8 %
       Total Energy432.6 26 %297.0 25 %
Aerospace & Defense:
Jet Engines- Commercial61.8 4 %26.2 2 %
Airframes- Commercial200.3 12 %88.3 8 %
Defense123.6 8 %97.9 8 %
Total Aerospace & Defense385.7 24 %212.4 18 %
Automotive227.4 14 %232.3 20 %
Electronics147.6 9 %154.5 13 %
Food Equipment & Appliances141.7 9 %99.4 8 %
Construction/Mining113.9 7 %72.9 6 %
Other181.4 11 %124.4 10 %
Total$1,630.3 100 %$1,192.9 100 %
International sales represented 32% of total segment sales for the first nine months of 2022. Comparative information for the AA&S segment’s major product categories, based on their percentages of revenue for the nine months ended September 30, 2022 and 2021, are presented in the following table. We no longer report standard stainless product sales as a separate product category. Prior period information includes these sales within the nickel-based alloys and specialty alloys category. HRPF conversion service sales are excluded from this presentation.
Nine months ended September 30,
 20222021
Nickel-based alloys and specialty alloys55 %42 %
Precision rolled strip products25 %34 %
Zirconium and related alloys14 %17 %
Titanium and titanium-based alloys6 %7 %
Total100 %100 %
Segment EBITDA was $255.7 million, or 15.7% of sales, for the first nine months of 2022, compared to segment EBITDA of $142.5 million, or 11.9% of sales, for the first nine months of 2021. Compared to the prior year period, results reflect a stronger product mix of nickel-alloy mill products as we completed our exit of standard stainless products. Sales of exotic materials from our Specialty Alloys & Components business and improved operating performance also drove AA&S segment margin growth. The 2022 segment EBITDA includes a $9.9 million benefit from the A&T Stainless joint venture’s settlement of Section 232 tariff claims and $6.8 million of employee retention credits, partially offset by labor and other costs related to ramp readiness. Strike related costs, primarily related to lower productivity and utilization levels, were excluded from AA&S segment results.
We expect AA&S sales to be sequentially lower in the fourth quarter of 2022 based on falling raw material surcharges and planned operating rates to further reduce managed working capital. Sales of commercial airframe flat-form products in the AA&S segment are projected to increase over the longer-term due in part to the repositioning of the commercial aerospace supply chain in response to the Russia/Ukraine conflict. While availability of raw materials for our melting processes remains adequate during the ongoing Russia/Ukraine conflict, changes in raw material prices may cause variability in profit margins based on the timing of index pricing mechanisms.

35

Corporate Items
Corporate expenses for the third quarter of 2022 were $14.2 million, compared to $12.9 million for the third quarter 2021. For the nine months ended September 30, 2022, corporate expenses were $47.9 million, compared to $41.0 million for the nine months ended September 30, 2021. The current year increases reflect business transformation initiatives and higher incentive compensation costs compared to the prior year periods.
Closed operations and other expense for the third quarter 2022 was $6.3 million, compared to $1.4 million for the third quarter 2021. For the nine months ended September 30, 2022, closed operations and other expenses were $12.8 million, compared to $4.5 million for the nine months ended September 30, 2021. Increases in closed operations and other expense in 2022 are largely due to changes in foreign currency remeasurement impacts primarily related to ATI’s European Treasury operation and higher legal costs for closed facilities.
The following is depreciation & amortization by each business segment:

Three months ended September 30,Nine months ended September 30,
2022202120222021
High Performance Materials & Components$16.7 $18.2 $51.5 $57.0 
Advanced Alloys & Solutions17.1 16.350.047.9
Other1.8 1.15.63.1
$35.6 $35.6 $107.1 $108.0 
Interest expense, net of interest income, in the third quarter 2022 was $20.8 million, compared to $25.1 million for the third quarter 2021. On a year-to-date basis, net interest expense was $67.8 million for the first nine months of 2022 compared to $72.2 million for the first nine months of 2021. The declines reflect lower debt balances in 2022. Capitalized interest reduced interest expense by $2.0 million in the third quarter 2022 and $1.3 million in the third quarter 2021. For the nine months ended September 30, 2022 and 2021, capitalized interest was $2.6 million and $3.8 million, respectively.
Restructuring and other charges/credits were charges of $17.3 million and $23.5 million for the third quarter and nine months ended September 30, 2022, respectively, reflecting a $19.9 million and $28.5 million charge, respectively, for the settlement of litigation with U.S. Magnesium, LLC related to the closed Rowley, UT titanium sponge production facility, partially offset by credits of $2.6 million and $5.0 million, respectively, for a reduction in severance-related reserves related to approximately 60 and 110 employees, respectively, based on changes in planned operating rates and revised workforce reduction estimates. Restructuring charges for the third quarter ended September 30, 2021 were a net credit of $2.3 million for a reduction in severance-related reserves related to approximately 50 employees based on changes in planned operating rate and revised workforce reduction estimates. Restructuring charges for the nine months ended September 30, 2021 were a net credit of $8.5 million, reflecting a $9.2 million reduction in severance-related reserves related to approximately 250 employees based on changes in planned operating rates and revised workforce reduction estimates, partially offset by $0.7 million of other costs related to facility idlings. These items were excluded from segment EBITDA. Cash payments associated with prior restructuring programs were $2.8 million in the first nine months of 2022. Of the $9.9 million of remaining reserves associated with these restructuring actions as of September 30, 2022, $2.8 million are expected to be paid within the next year.
Strike related costs were $22.9 million and $63.2 million in the third quarter and first nine months of 2021, respectively. For the third quarter of 2021, $21.5 million were excluded from AA&S segment EBITDA and $1.4 million were excluded from HPMC segment EBITDA. For the first nine months of 2021, $59.7 million were excluded from AA&S segment EBITDA and $3.5 million were excluded from HPMC segment EBITDA. These items primarily consisted of overhead costs recognized in the period due to below-normal operating rates, higher costs for outside conversion activities, and ongoing benefit costs for striking employees.

Third quarter 2021 results include a $64.9 million retirement benefit settlement gain related to a plan termination that eliminated certain postretirement medical benefit liabilities. This was effective upon the July 2021 ratification of the new USW collective bargaining agreement. This gain, which is recorded in nonoperating retirement benefit income/expense on the consolidated statement of operations and is excluded from segment EBITDA, was comprised of $43.0 million of long-term postretirement benefit liabilities as of July 2021 and $21.9 million of amounts recorded in accumulated other comprehensive income at that date.

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Gain/loss on asset sales and sales of businesses, net, for the first nine months of 2022 was a loss of $134.2 million, including a $141.0 million loss on the sale of the Company’s Sheffield, UK operations, partially offset by a $6.8 million gain from the sale of assets from our Pico Rivera, CA operations. Gain/loss on asset sales and sales of businesses, net, for the third quarter and first nine months of 2021 was a $13.7 million gain on the sale of our Flowform Products business within the HPMC segment, which is recorded in nonoperating income/expense on the consolidated statement of operations. These items are excluded from segment EBITDA.
Income Taxes

The provision for income taxes for the third quarter and nine months ended September 30, 2022 was $3.0 million and $11.3 million, respectively. Tax expense in 2022 is mainly attributable to our foreign operations. The tax expense for the third quarter and nine months ended September 30, 2022 was based on an estimated annual effective tax rate calculation which included foreign, non-valuation allowance, operations combined with the U.S. jurisdiction. The provision for income taxes for the third quarter and nine months ended September 30, 2021 was $22.0 million and $31.5 million, respectively. The 2021 tax expense includes $15.5 million of discrete tax expense related to the postretirement medical benefits gain discussed above, in accordance with ATI’s accounting policy for recognizing deferred tax amounts stranded in accumulated other comprehensive income. The third quarter and nine months ended September 30, 2021 utilized an annual effective tax rate calculation for its foreign, non-valuation allowance operations, combined with actual year-to-date tax expense related to its U.S. jurisdiction.
In the second quarter 2020, the Company entered into a three-year cumulative loss within the United States, limiting the Company’s ability to utilize future projections when analyzing the need for a deferred tax asset valuation allowance, therefore limiting sources of income as part of the analysis. ATI continues to maintain valuation allowances on its U.S. federal and state deferred tax assets, as well as for certain foreign jurisdictions.
Liquidity and Financial Condition
On September 9, 2022, we amended and restated our Asset Based Lending (ABL) Credit Facility, which is collateralized by the accounts receivable and inventory of our operations. As amended, the ABL facility also provides us with the option of including certain machinery and equipment as additional collateral for purposes of determining availability under the facility. This amendment and restatement extended the ABL facility through September 2027 and includes an increase of $100 million in the revolving credit facility, to $600 million. The ABL continues to include a letter of credit sub-facility of up to $200 million and a $200 million term loan (Term Loan), and with the amendment now includes a swing loan facility of up to $60 million. In addition, as amended, we have the right to request an increase of up to $300 million in the maximum amount available under the revolving credit facility for the duration of the ABL.
The ABL, as amended, has interest rates that are consistent with the previous facility, replacing LIBOR with Secured Overnight Financing Rate (SOFR) plus an applicable SOFR adjustment. The Term Loan, as amended, has an interest rate of 2.0% above adjusted SOFR. As amended, 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 we 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. We were in compliance with the fixed charge coverage ratio as of September 30, 2022. Additionally, we must demonstrate minimum liquidity specified by the facility during the 90-day period immediately preceding the stated maturity date of its 3.5% Convertible Senior Notes due 2025 and the 6.95% Debentures due 2025 issued by our wholly owned subsidiary, Allegheny Ludlum LLC. Costs associated with entering into the ABL amendment were $2.4 million, and are being amortized to interest expense over the extended term of the facility ending September 2027, along with $1.7 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 our fixed charge coverage ratio is less than 1.00:1.00 and our 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.


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As of September 30, 2022, there were no outstanding borrowings under the revolving portion of the ABL facility, and $40.8 million was utilized to support the issuance of letters of credit. At September 30, 2022, we had $329 million of cash and cash equivalents, and available additional liquidity under the ABL facility of approximately $550 million.
During the second quarter of 2022, $82.5 million of the 2022 Convertible Senior Notes were converted into 5.7 million shares of ATI common stock, with the remaining $1.7 million of outstanding principal balance paid in cash for notes that were not converted. The conversion rate for the 2022 Convertible Notes was 69.2042 shares of ATI common stock per $1,000 principal amount of the 2022 Convertible Notes, equivalent to a conversion price of $14.45 per share.
During the third quarter of 2021, we issued $325 million aggregate principal amount of 4.875% Senior Notes due 2029 and $350 million aggregate principal amount of 5.125% Senior Notes due 2031. Total combined net proceeds of $665.7 million from both of these issuances were primarily used to fund the redemption of all of the $500 million aggregate principal amount outstanding of the 5.875% Senior Notes due 2023 on October 14, 2021.

On February 2, 2022, we announced that our Board of Directors authorized the repurchase of up to $150 million of ATI stock. Repurchases under the program may be 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 will be structured to occur within the pricing and volume requirements of SEC Rule 10b-18. The stock repurchase program does not obligate the Company to repurchase any specific number of shares and it may be modified, suspended, or terminated at any time by the Board of Directors without prior notice. In the three and nine months ended September 30, 2022, we used $15.0 million and $104.9 million, respectively, to repurchase 0.5 million and 4.0 million shares, respectively, of our common stock under this program.

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, including currently projected required contributions to our pension plans. We do not expect to pay any significant U.S. federal or state income taxes in the next several years due to net operating loss carryforwards. If we needed to obtain additional financing using the credit markets, the cost and the 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. In connection therewith, 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 net debt to Adjusted EBITDA, which we use as a measure of our ability to repay our incurred debt. We define net debt as the total principal balance of our outstanding indebtedness excluding deferred financing costs, net of cash, at the balance sheet date. See the explanations above for our definitions of Adjusted EBITDA and EBITDA, which are non-GAAP measures and are not intended to represent, and should not be considered more meaningful than, or as alternatives to, a measure of operating performance as determined in accordance with U.S. GAAP. Our ratio of net debt to Adjusted EBITDA (Adjusted EBITDA Leverage Ratio) measures net debt at the balance sheet date to Adjusted EBITDA as calculated on the trailing twelve-month period from this balance sheet date.

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Our Debt to Adjusted EBITDA Leverage Ratio improved in the third quarter of 2022 compared to year-end 2021, primarily as a result of higher earnings. Our Net Debt to Adjusted EBITDA Leverage ratio also improved in the third quarter of 2022 compared to year-end 2021, despite a decreased cash balance, primarily due to higher earnings. 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:
Three months endedLatest 12 months endedFiscal year ended
September 30, 2022September 30, 2021September 30, 2022December 31, 2021
Net income (loss) attributable to ATI$61.1 $48.7 $24.2 $(38.2)
Net income attributable to noncontrolling interests3.3 6.5 16.5 22.0 
Net income (loss)64.4 55.2 40.7 (16.2)
Interest expense 20.8 25.1 92.5 96.9 
Depreciation and amortization 35.6 35.6 143.0 143.9 
Income tax provision 3.0 22.0 6.6 26.8 
Restructuring and other charges (credits)17.3 (2.3)21.5 (10.5)
Strike related costs— 22.9 — 63.2 
Retirement benefit settlement gain— (64.9)— (64.9)
Debt extinguishment charge— — 65.5 65.5 
Loss (gain) on asset sales and sale of businesses, net— (13.7)134.1 (13.8)
Adjusted EBITDA$141.1 $79.9 $503.9 $290.9 
Debt$1,729.3 $1,842.9 
Add: Debt issuance costs18.0 20.8 
Total debt1,747.3 1,863.7 
Less: Cash(329.1)(687.7)
Net debt$1,418.2 $1,176.0 
Total Debt to Adjusted EBITDA3.47 6.41 
Net Debt to Adjusted EBITDA2.81 4.04 
Cash Flow
For the nine months ended September 30, 2022, cash used in operations was $99.4 million, primarily related to higher accounts receivable and inventory balances. Increased operating levels, higher sales including longer collection cycles, increased raw material values and strategic inventory purchase actions to ensure adequate raw material availability all contributed to these operating cash flow uses. Other significant 2022 operating cash flow items included the payment of 2021 annual incentive compensation and receipt of $8.5 million for repayment of working capital advances from A&T Stainless. For the nine months ended September 30, 2021, cash used in operations was $244.8 million, primarily due to higher accounts receivable and inventory balances related to increased business activity, rising raw material costs and the lingering strike impacts. Other significant 2021 operating cash flow items included $67.5 million in contributions to a U.S. defined benefit pension plan and payment of 2020 annual incentive compensation, partially offset by receipt of advance payments as part of long-term supply agreements in 2021.
Cash used in investing activities was $101.0 million in the first nine months of 2022, reflecting $100.5 million in capital expenditures primarily related to AA&S transformation projects and various HPMC growth projects. We expect to fund our capital expenditures with cash on hand and cash flow generated from our operations and, if needed, by using a portion of the ABL facility.
Cash used in financing activities was $158.2 million in the first nine months of 2022 and consisted primarily of $104.9 million for the repurchase of 4.0 million shares of ATI stock under the $150 million repurchase program authorized by our Board of Directors on February 2, 2022, and a $16.0 million dividend payment to the 40% noncontrolling interest in our PRS joint venture in China.
At September 30, 2022, cash and cash equivalents on hand totaled $329.1 million, a decrease of $358.6 million from year end 2021. Cash and cash equivalents held by our foreign subsidiaries was $106.6 million at September 30, 2022, of which $65.3 million was held by the STAL joint venture.
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Critical Accounting Policies
Asset Impairment
We monitor the recoverability of the carrying value of our long-lived assets. An impairment charge is recognized when the expected net undiscounted future cash flows from an asset’s use (including any proceeds from disposition) are less than the asset’s carrying value, and the asset’s carrying value exceeds its fair value. Changes in the expected use of a long-lived asset group, and the financial performance of the long-lived asset group and its operating segment, are evaluated as indicators of possible impairment. Future cash flow value may include appraisals for property, plant and equipment, land and improvements, future cash flow estimates from operating the long-lived assets, and other operating considerations. In the fourth quarter of each year in conjunction with the annual business planning cycle, or more frequently if new material information is available, we evaluate the recoverability of idled facilities.
As of March 31, 2022, our Sheffield, UK operations were classified as held for sale, and the terms of sale resulted in indicators of impairment in the long-lived assets of this disposal group. A $22.3 million long-lived asset impairment charge was recorded in the first quarter 2022, reported as part of the $141.0 million loss on sale of this business for the nine months ended September 30, 2022. This long-lived asset impairment charge was determined using the held for sale framework and represents Level 1 information in the fair value hierarchy.
Goodwill is reviewed annually in the fourth quarter of each year for impairment or more frequently if impairment indicators arise. Other events and changes in circumstances may also require goodwill to be tested for impairment between annual measurement dates. At September 30, 2022, we had $227.2 million of goodwill on our consolidated balance sheet. All goodwill relates to reporting units in the HPMC segment.
Management concluded that, other than the Sheffield, UK business, none of ATI’s reporting units or long-lived assets experienced any triggering event that would have required an interim impairment analysis at September 30, 2022.
Income Taxes
The provision for income taxes includes deferred taxes resulting from temporary differences in income for financial and tax purposes using the liability method. Such temporary differences result primarily from differences in the carrying value of assets and liabilities. Future realization of deferred income tax assets requires sufficient taxable income within the carryback and/or carryforward period available under tax law. On a quarterly basis, we evaluate the realizability of our deferred tax assets.
The evaluation includes the consideration of all available evidence, both positive and negative, regarding historical operating results including recent years with reported losses, the estimated timing of future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards, and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused. In situations where a three-year cumulative loss condition exists, accounting standards limit the ability to consider projections of future results as positive evidence to assess the realizability of deferred tax assets. Valuation allowances are established when it is estimated that it is more likely than not that the tax benefit of the deferred tax asset will not be realized.
Since the second quarter of 2020, our results reflected a three year cumulative loss from U.S. operations. As a result, we established deferred tax asset valuation allowances in the second quarter of 2020 on our U.S. Federal and state deferred tax assets. In 2021 and 2022, ATI continues to maintain income tax valuation allowances on its U.S. Federal and state deferred tax assets. In addition, we have $27.1 million of valuation allowances on amounts recorded in other comprehensive loss as of September 30, 2022.
While we remain in a cumulative loss condition, our ability to evaluate the realizability of deferred tax assets is generally limited to the ability to offset timing differences on taxable income associated with deferred tax liabilities. Therefore, a change in estimate of deferred tax asset valuation allowances for federal, state, or foreign jurisdictions during this cumulative loss condition period will primarily be affected by changes in estimates of the time periods that deferred tax assets and liabilities will be realized, or on a limited basis to tax planning strategies that may result in a change in the amount of taxable income realized.


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Retirement Benefits
In accordance with accounting standards, we determine the discount rate used to value pension plan liabilities as of the last day of each year. The discount rate reflects the current rate at which the pension liabilities could be effectively settled. In estimating this rate, we receive input from our actuaries regarding the rate of return on high quality, fixed income investments with maturities matched to the expected future retirement benefit payments. Based on current market conditions, discount rates are above the rates in effect at the year-end 2021 remeasurement date, when a 2.95% discount rate was used for valuing pension liabilities. The estimated effect at the year-end 2021 valuation date of an increase in the discount rate by 0.50% would decrease pension liabilities by approximately $145 million. The effect on pension liabilities for changes to the discount rate, the difference between expected and actual plan asset returns, and the net effect of other changes in actuarial assumptions and experience are deferred and amortized over future periods in accordance with accounting standards.
For ERISA (Employee Retirement Income Security Act of 1974, as amended) funding purposes, discount rates used to measure pension liabilities for U.S. qualified defined benefit plans are calculated on a different basis using an IRS-determined segmented yield curve, which currently results in a higher discount rate than the discount rate methodology required by accounting standards. Funding requirements are also affected by IRS-determined mortality assumptions, which may differ from those used under accounting standards.
We have certain collective bargaining agreements that include participation in a multiemployer pension plan. Under current law, an employer that withdraws or partially withdraws from a multiemployer pension plan may incur a withdrawal liability to the plan, which represents the portion of the plan’s underfunding that is allocable to the withdrawing employer under very complex actuarial and allocation rules. A subsidiary of the Company participates in the Steelworkers Western Independent Shops Pension Plan (WISPP) for union-represented employees of our primary titanium operations in Albany, OR, which is funded on an hours-worked basis. As of December 31, 2020, manufacturing operations at this facility were indefinitely idled, and a limited number of employees that participate in the WISPP remain active in maintenance and other functions. It is reasonably possible that a significant reduction or the elimination of hours-worked contributions due to changes in operating rates at this facility could result in a withdrawal liability assessment in a future period. A complete withdrawal liability is estimated to be approximately $27 million on an undiscounted basis. If this complete withdrawal liability was incurred, ATI estimates that payments of the obligation would be required on a straight-line basis over a 14-year period.
Other Critical Accounting Policies
A summary of other significant accounting policies is 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 31, 2021.
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.
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
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adverse changes in economic or industry conditions generally, including global supply and demand conditions and prices for our specialty metals 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 related to the currently ongoing COVID-19 pandemic and other health epidemics or outbreaks that may arise; and (i) other risk factors summarized in our Annual Report on Form 10-K for the year ended December 31, 2021, and in other reports filed with the Securities and Exchange Commission. We assume no duty to update our forward-looking statements.
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 on a daily basis 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. The Company has a $50 million floating-for-fixed interest rate swap which converts a portion of the Term Loan to a 4.21% fixed rate. The swap matures in June 2024. The Company designated the interest rate swap as a cash flow hedge of the Company’s exposure to the variability of the payment of interest on a portion of its Term Loan borrowings. The ineffectiveness at hedge inception, determined from the fair value of the swap immediately prior to its July 2019 amendment, was amortized to interest expense over the initial Term Loan swap maturity date of January 12, 2021. Any gain or loss associated with this hedging arrangement is included in interest expense. At September 30, 2022, the net mark-to-market valuation of the outstanding interest rate swap was an unrealized pre-tax gain of $1.8 million, comprised of $1.1 million in prepaid expenses and other current assets and $0.7 million in other long-term assets on the balance sheet.
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 September 30, 2022, the outstanding financial derivatives used to hedge our exposure to energy cost volatility included natural gas hedges. Approximately 75% of our forecasted domestic requirements for natural gas for the remainder of 2022, approximately 50% for 2023 and 15% for 2024 are hedged. At September 30, 2022, the net mark-to-market valuation of these outstanding natural gas hedges was an unrealized pre-tax gain of $12.0 million, comprised of $9.6 million in prepaid expenses and other current assets and $2.4 million in other long-term assets on the balance sheet. For the three months ended September 30, 2022, natural gas hedging activity decreased cost of sales of $5.4 million.
Volatility of Raw Material Prices. We use raw materials 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 2021, we used approximately 60 million pounds of nickel; therefore, a hypothetical change of $1.00 per pound in nickel prices would result in increased costs of approximately $60 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.
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The majority of our products are sold utilizing raw material surcharges and index mechanisms. However, as of September 30, 2022, 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 6 million pounds of nickel with hedge dates through 2024. The aggregate notional amount hedged is approximately 11% 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 Metals 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 September 30, 2022, the net mark-to-market valuation of our outstanding raw material hedges was an unrealized pre-tax gain of $0.5 million, comprised of $4.2 million in prepaid expense and other current assets, $0.1 million in other long-term assets, $3.6 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 expected to be received from our export sales for pre-established U.S. dollar amounts at specified dates. The forward contracts are denominated in the same foreign currencies in which export sales are denominated. These contracts are designated as hedges of the variability in cash flows of a portion of the forecasted future export sales transactions which otherwise would expose the Company to foreign currency risk, primarily the euro. 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 September 30, 2022, we had no significant outstanding foreign currency forward contracts.
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 September 30, 2022, 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 September 30, 2022 conducted by our Chief Executive Officer and Chief Financial Officer, that occurred during the quarter ended September 30, 2022 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 31, 2021, 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.
ATI Titanium LLC (ATI Titanium), a subsidiary of ATI Inc., was party to a lawsuit captioned US Magnesium, LLC v. ATI Titanium LLC (Case No. 2:17-cv-00923-DB) and filed in federal district court in Salt Lake City, UT, pertaining to a Supply and Operating Agreement between US Magnesium LLC (USM) and ATI Titanium entered into in 2006 (the Supply Agreement). In 2016, ATI Titanium notified USM that it would suspend performance under the Supply Agreement in reliance on certain terms and conditions included in the Supply Agreement. USM subsequently filed a claim challenging ATI Titanium’s right to suspend performance under the Supply Agreement. ATI Titanium and USM reached a settlement for $28.5 million. The Company recorded a $28.5 million litigation reserve on this matter for the nine months ended September 2022, of
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which $19.9 million was recorded in the third quarter of 2022. Based on the terms of the settlement, the Company expects to pay the $28.5 million in the fourth quarter of 2022.
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 31, 2021. 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 31, 2021, 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.

The ongoing conflict between Russia and Ukraine may adversely affect our business and results of operations.

Since February of 2022, Russia and Ukraine have been engaged in active armed conflict. The length, impact, and outcome of the ongoing conflict and its potential impact on our business is highly volatile and difficult to predict. It has and could continue to cause significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, trade disputes or trade barriers, changes in consumer or purchaser preferences, and increases in cyberattacks and espionage.

Governments in the European Union, the United States, the United Kingdom and other countries have enacted sanctions against Russia and Russian interests. These sanctions include controls on the export, re-export, and in-country transfer in Russia of certain goods, supplies, and technologies, and the imposition of restrictions on doing business with certain state-owned Russian customers and other investments and business activities in Russia. In early March 2022, we announced plans to terminate our Uniti, LLC joint venture with Russian-based VSMPO-AVISMA (Verkhnaya Salda Metallurgical Production Association - Berezniki Titanium-Magnesium Works), the purpose of which was to market and sell a range of commercially pure titanium products. However, conditions in the Ukraine and/or existing or future sanctions may disrupt supplies or affect the prices of materials that are necessary to our operations. For example, we source both nickel and chromium from Russian sources that could be impacted. If unable to obtain adequate and timely deliveries of required raw materials, we may be unable to timely manufacture sufficient quantities of products. This could cause us to lose sales, incur additional costs, delay new product introductions, or suffer harm to our reputation.

Further, the broader consequences of the current conflict between Russia and Ukraine may also have the effect of heightening many other risks disclosed in our public filings, any of which could materially and adversely affect our business and results of operations. Such risks include, but are not limited to, adverse effects on global macroeconomic conditions; increased volatility in the price and demand of oil, natural gas and other commodities, increased exposure to cyberattacks; disruptions in global supply chains; and exposure to foreign currency fluctuations and potential constraints or disruption in the capital markets and our sources of liquidity.

RISKS RELATED TO THE COVID-19 PANDEMIC

Impacts on the End-Markets that We Serve and Demand for Our Products. The COVID-19 pandemic, including governmental and other actions taken or restrictions imposed to contain its spread and impact, has subjected our operations, financial performance and financial condition to a number of risks including, but not limited to, those discussed below.

The significant macroeconomic impact of the ongoing COVID-19 pandemic and the measures designed to contain its spread impacted several of the Company’s end markets. Our sales to customers in markets that are affected by COVID-19 have been negatively impacted, and the possibility exists that there could be ongoing impacts to our operations and financial results. For example, a significant portion of our sales represent products sold to customers in the commercial aerospace industry, which in general were significantly impacted by the pandemic and took various measures in response, including efforts to reduce inventory and/or downward adjustments to their stated production rates. As the pandemic subsides and related travel and other restrictions are lifted, we are experiencing improved demand. Similarly, in recent years, our business has at times been negatively impacted by the downturn and slow recovery in the oil & gas industry, including as a result of the pandemic, and the ultimate strength and pace of recovery in the energy industry is uncertain. The ultimate breadth and duration of these trends and their impact on our business is difficult to predict.

Impacts to Our Supply Chain. To date, we have not experienced significant disruption to our supply chain as a result of the pandemic. However, it remains possible at some point that due to the ongoing impact of the pandemic, one or more of our
44

suppliers may not have the materials, capacity, or capability to supply products that we require according to our schedule and specifications. In that case, we may need to seek alternate suppliers, which may be more expensive, may not be available or may result in delays in shipments to us and subsequently to our customers, each of which would affect our business, results of operations, financial condition and/or cash flows.

Risk of Operational Disruption. In general throughout the pandemic, our facilities continued to operate with federal and state government approvals due to the qualification of our facilities as essential and critical. However, we have experienced and may again in the future experience the temporary shut down of facilities in response to employees being impacted by COVID-19 or changes in government policy. Currently, widespread and highly restrictive quarantine measures in Shanghai and other regions in China, and their associated supply chain and other impacts, are expected to impact the near-term results of our Chinese STAL joint venture. Although the joint venture has continued to operate throughout the current lockdown, it is subject to various supply chain and other constraints.
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 $150 million repurchase program authorized by the Company’s Board of Directors on February 2, 2022 and shares repurchased by ATI from employees to satisfy employee-owed taxes on share-based compensation.
Period
Total Number of Shares (or Units) Purchased (a)
Average Price Paid per Share (or Unit) (b)Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
July 1-31, 2022— $— — $60,076,705 
August 1-31, 20222,463 $25.72 — $60,076,705 
September 1-30, 2022488,955 $30.69 488,955 $45,129,442 
Total491,418 $30.67 488,955 $45,129,442 
(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.


45


Item 6.Exhibits
(a) Exhibits
10.1
10.2
31.1
31.2
32.1
101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover 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.

46



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:November 3, 2022By/s/ Donald P. Newman
 Donald P. Newman
 Executive Vice President, Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
47

Exhibit 10.1

AMENDMENT NO. 2 TO First AMENDED AND RESTATED revolving credit, term loan and security agreement

THIS AMENDMENT NO. 2 to FIRST AMENDED AND RESTATED revolving credit, term loan and security agreement (this "Amendment") is dated as of September 9, 2022 (the "Effective Date") (subject to Paragraph 5 below) and is made by and among Oregon Metallurgical, LLC, an Oregon limited liability company, Allegheny Ludlum, LLC, a Pennsylvania limited liability company, TDY Industries, LLC, a California limited liability company, International Hearth Melting, LLC, an Oregon limited liability company, ATI Precision Finishing, LLC, a Pennsylvania limited liability company, Titanium Wire Corporation, a Pennsylvania corporation, Environmental, Inc., a California corporation, ATI Titanium LLC, a Delaware limited liability company, ATI Ladish LLC, a Wisconsin limited liability company, ATI Ladish Machining, Inc., a Nevada corporation, Chen-Tech Industries, Inc., a Nevada corporation, ATI SPECIALTY MATERIALS LLC, a Pennsylvania limited liability company, ATI SPECIALTY ALLOYS & COMPONENTS, LLC, a Delaware limited liability company, ATI FLAT ROLLED PRODUCTS HOLDINGS, LLC, a Pennsylvania limited liability company, ATI SALEM OPERATIONS LLC, a Delaware limited liability company, and each Person joined hereto as a borrower from time to time and each Person joined as a borrower from time to time (the foregoing, collectively, the "Borrowers", and each a "Borrower"), the Guarantors (as defined in the Agreement (as hereinafter defined)), the Lenders (as defined in the Agreement), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the Agent (in such capacity, the "Agent") under the Agreement (as hereinafter defined).

W I T N E S S E T H:
WHEREAS, the Borrowers, the Guarantors, the Lenders and the Agent are parties to that certain First Amended and Restated Revolving Credit, Term Loan, Delayed Draw Term Loan and Security Agreement, dated as of September 30, 2019, as amended by that certain Amendment No. 1 to First Amended and Restated Revolving Credit, Term Loan, Delayed Draw Term Loan and Security Agreement, dated effective as of December 30, 2021, by and among the Borrower, the Guarantors and the Agent and as negatively consented to by Required Lenders (as defined therein) (as further amended, supplemented, modified or restated prior to the date hereof, the "Existing Agreement", and as amended hereby and as may be further amended, supplemented, modified or restated from time to time, the "Agreement"); and

WHEREAS, the Borrowers desire to amend certain terms and provisions of the Agreement, and the Agent and the Lenders desire to permit such amendments pursuant to the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.All capitalized terms used herein that are defined in the Agreement shall have the same meaning herein as in the Agreement unless the context clearly indicates otherwise.

2.The Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually


in the same manner as the following example: double-underlined text) as set forth in the pages of the Agreement attached hereto as Annex 1.

3.Joinder of ATI Specialty Alloys & Components, LLC.

(a) ATI Specialty Alloys & Components, LLC, a Delaware limited liability company ("New Borrower") is a wholly-owned subsidiary of a Loan Party that was created subsequent to the Closing Date. Effective as of the date hereof, New Borrower shall: (i) become a party to the Agreement and the Other Documents to which the Borrowers are a party (collectively, the "Joinder Documents"); and (ii) assume the obligations of a Borrower thereunder pursuant to the terms and conditions hereof. In consideration of the Obligations and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by New Borrower, and in order to induce the Agent and the Lenders to continue to make Advances under the Agreement, New Borrower, intending to be legally bound, hereby covenants and agrees that effective as of the date hereof, it hereby is, and shall be deemed to be, a Borrower under the Agreement and the other Joinder Documents as if it were an original signatory thereto as and when the Agreement and such other Joinder Documents were first executed and delivered, and agrees that from the date hereof and so long as any commitment of the Agent, any Issuer and/or any Lender shall remain outstanding and until the payment in full of the Obligations and the performance of all other obligations of the Loan Parties under the Agreement and the Other Documents, New Borrower has assumed the obligations of a Borrower under each of the Joinder Documents, and New Borrower shall perform, comply with and be subject to and bound by, jointly and severally, each of the terms, provisions and waivers of the Agreement and each of the other Joinder Documents and any other documents which are stated to apply to or are made by a Borrower. Without limiting the generality of the foregoing, New Borrower hereby represents and warrants that (i) each of the representations and warranties set forth in Article V of the Agreement is true and correct as to New Borrower on and as of the date hereof as if made on and as of the date hereof by New Borrower (except representations and warranties which relate solely to an earlier date or time which representations and warranties shall be true and correct on and as of the specific date or times referred to in said representations and warranties) and (ii) New Borrower has heretofore received a true and correct copy of the Agreement and each of the Other Documents (including any modifications thereof or supplements or waivers thereto) as in effect on the date hereof.

(b) When executed and delivered, this Amendment may be attached to each of the Joinder Documents as evidence of the joinder of the undersigned in and to each such Joinder Document.

(c) New Borrower hereby makes, affirms, and ratifies in favor of the Agent, each Issuer, the Swing Loan Lender and each other Lender, the Agreement and each of the other Joinder Documents given by the Borrowers.

(d) In furtherance of the foregoing, New Borrower shall execute and deliver or cause to be executed and delivered at any time and from time to time such further instruments and documents and do or cause to be done such further acts as may be reasonably necessary or proper in the opinion of the Agent to carry out more effectively the provisions and purposes of the joinder pursuant to this Amendment and the Other Documents.

4. The provisions of Sections 2 and 3 of this Amendment shall not become effective until the Agent has received the following items, each in form and substance acceptable to the Agent:

(a) this Amendment duly executed by each Loan Party, the Agent and the Lenders;

(b) the documents and conditions listed in the Preliminary Closing Agenda set forth on Annex 2 attached hereto and made a part hereof;



(c) payment of all fees and expenses owed to the Agent, and the Agent's counsel in connection with this Amendment and the Agreement (including, without limitation, any such fees and expenses payable pursuant to any fee letter entered into among the Borrowers and the Agent in connection herewith); and

(d) such other documents in connection with such transactions as the Agent or said counsel may reasonably request.

5. Notwithstanding the Effective Date of this Amendment, The terms of the Existing Agreement applicable to LIBOR Rate Loans (as defined in the Existing Agreement) shall continue in full force and effect and shall continue to apply to each such LIBOR Rate Loan with an Interest Period (as defined in the Existing Agreement) that commenced prior to the Effective Date until the expiration of the then current Interest Period (as defined in the Existing Agreement) for such LIBOR Rate Loan (as defined in the Existing Agreement).

6. Each Loan Party hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by it pursuant to the terms and conditions of the Agreement, except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Agreement, and except any such representations or warranties made as of a specific date or time, which shall have been true and correct in all material respects as of such date or time.

7. Each Loan Party acknowledges and agrees that each and every document, instrument or agreement, which secured the Obligations immediately prior to the entering into of this Amendment continues to secure the Obligations.

8. Each Loan Party represents and warrants to the Agent and each of the Lenders as follows: (i) such Loan Party has the full power to enter into, execute, deliver and carry out this Amendment and all such actions have been duly authorized by all necessary proceedings on its part, (ii) neither the execution and delivery of this Amendment by such Loan Party nor the consummation of the transactions herein contemplated or compliance with the terms and provisions hereof by any of them will conflict with, constitute a default under or result in any breach of (a) the terms and conditions of the certificate or articles of incorporation, bylaws or other organizational documents of such Loan Party or (b) any material Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which such Loan Party is a party or by which it is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of such Loan Party, and (iii) this Amendment has been duly and validly executed and delivered by such Loan Party and constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except to the extent that enforceability of this Amendment may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforceability of creditors' rights generally or limiting the right of specific performance and general concepts of equity.

9. Each Loan Party represents and warrants that (i) no Default or Event of Default exists under the Agreement, nor will any occur as a result of the execution and delivery of this Amendment or the performance or observance of any provision hereof or any transaction completed hereby, and (ii) the schedules attached to and made a part of the Agreement, are true and correct in all material respects as of the date hereof, except as such schedules may have heretofore been amended or modified in writing in accordance with the Agreement or pursuant to this Amendment.



10. To induce the Agent, each Issuer, the Swing Loan Lender and the Lenders to enter into the Amendment, each Loan Party hereby releases, acquits and forever discharge the Agent, each Issuer, the Swing Loan Lender and the Lenders, and all officers, directors, agents, employees, successors and assigns thereof, as applicable, from any and all liabilities, claims, demands, actions or causes of action of any kind or nature (if there be any), whether absolute or contingent, disputed or undisputed, at law or in equity, or known or unknown, that such Loan Party now has or ever had against the Agent, each Issuer, the Swing Loan Lender and/or any of the Lenders arising under or in connection with the Agreement, any of the Other Documents or otherwise, in each case arising prior to the date of this Amendment. Each Loan Party represents and warrants to the Agent, each Issuer, the Swing Loan Lender and the Lenders that such Loan Party has not transferred or assigned to any Person any such claim that such Loan Party ever had or claimed to have against the Agent, each Issuer, the Swing Loan Lender and/or any of the Lenders.

11. MUFG Union Bank, N.A. ("MUFG") has advised the Agent that, subsequent to the Effective Date, MUFG intends to assign all of its Revolving Commitments and Revolving Advances to its Affiliate, MUFG Bank, Ltd., ("MUFG Affiliate") which assignment shall otherwise be documented in accordance with the terms and provisions of the Agreement (the foregoing assignment transaction, the "MUFG Assignment"). In light of the fact that MUFG Affiliate is a Transferee and, therefore, a Permitted Assignee under the terms and provisions of the Agreement, no consent by the Borrowers to the MUFG Assignment is required. However, consent from the Agent is still required under the terms and provisions of the Agreement and, accordingly, MUFG is requesting preliminary consent from the Agent regarding the MUFG Assignment. The Agent hereby consents to the MUFG Assignment subject to execution and delivery of the documentation required under Section 16.3 of the Agreement in connection therewith.

12. Each reference to the Agreement that is made in the Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Agreement as amended hereby.

13. Each Loan Party expressly acknowledges and agrees that there has not been, and this Amendment does not constitute or establish, a novation with respect to the Existing Agreement or any of the Other Documents, or a mutual departure from the strict terms, provisions, and conditions thereof other than with respect to the amendments under this Amendment.

14.     (a) This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

(b) The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act. The parties hereto agree that this Amendment may, at the Agent’s option, be in the form of an electronic record and may be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Agent of a manually signed paper signature page which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention.

15. Section headings used in this Amendment are for convenience of reference only and shall not govern the interpretation of any of the provisions of this Amendment.


16. The provisions of this Amendment are intended to be severable. If any provision of this Amendment shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

17. The terms of the Existing Agreement relating to governing law, submission to jurisdiction, waiver of venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

18. Reference to this Amendment means this Amendment, together with Annex 1 attached hereto.

[INTENTIONALLY LEFT BLANK]




[SIGNATURE PAGE TO AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]



IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have caused this Amendment to be duly executed as of the date first above written, as an instrument under seal.

BORROWERS:
WITNESS/ATTEST:


/s/ Robert S. Wetherbee
OREGON METALLURGICAL, LLC, an Oregon limited liability company

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President


WITNESS/ATTEST:


/s/ Robert S. Wetherbee
ALLEGHENY LUDLUM, LLC, a Pennsylvania limited liability company

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President


WITNESS/ATTEST:


/s/ Robert S. Wetherbee
TDY INDUSTRIES, LLC, a California limited liability company

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President



WITNESS/ATTEST:




/s/ Robert S. Wetherbee
INTERNATIONAL HEARTH MELTING, LLC, an Oregon limited liability company

By: Oregon Metallurgical, LLC, its Managing Member

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President





[SIGNATURE PAGE TO AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]


BORROWERS (Continued)
WITNESS/ATTEST:


/s/ Robert S. Wetherbee
ATI PRECISION FINISHING, LLC, a Pennsylvania limited liability company

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President


WITNESS/ATTEST:


/s/ Robert S. Wetherbee
TITANIUM WIRE CORPORATION, a Pennsylvania corporation

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President




/s/ Robert S. Wetherbee
ENVIRONMENTAL, INC., a California corporation

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President


WITNESS/ATTEST:


/s/ Robert S. Wetherbee
ATI TITANIUM LLC, a Delaware limited liability company

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President




[SIGNATURE PAGE TO AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]


BORROWERS (Continued)
WITNESS/ATTEST:


/s/ Robert S. Wetherbee
ATI LADISH LLC, a Wisconsin limited liability company

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President


WITNESS/ATTEST:


/s/ Robert S. Wetherbee
ATI LADISH MACHINING, INC., a Nevada corporation

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President


WITNESS/ATTEST:


/s/ Robert S. Wetherbee
CHEN-TECH INDUSTRIES, INC., a Nevada corporation

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President


WITNESS/ATTEST:


/s/ Robert S. Wetherbee
ATI SPECIALTY MATERIALS, LLC, a Pennsylvania limited liability company

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President





[SIGNATURE PAGE TO AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]


BORROWERS (Continued)
WITNESS/ATTEST:


/s/ Robert S. Wetherbee
ATI SPECIALTY ALLOYS & COMPONENTS, LLC, a Delaware limited liability company

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President


WITNESS/ATTEST:


/s/ Robert S. Wetherbee
ATI FLAT ROLLED PRODUCTS HOLDINGS, LLC, a Pennsylvania limited liability company

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President


WITNESS/ATTEST:


/s/ Robert S. Wetherbee
ATI SALEM OPERATIONS LLC, a Delaware limited liability company

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President






[SIGNATURE PAGE TO AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]


GUARANTORS:
WITNESS/ATTEST:


/s/ Robert S. Wetherbee
TDY HOLDINGS, LLC, a Delaware limited liability company

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President


WITNESS/ATTEST:


/s/ Robert S. Wetherbee
ATI OPERATING HOLDINGS, LLC, a Delaware limited liability company

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: President


WITNESS/ATTEST:


_________________________
ATI PROPERTIES LLC, a Delaware limited liability company

By: /s/ Elliot S. Davis ____
Name: Elliot S. Davis
Title: Vice President


WITNESS/ATTEST:


/s/ Robert S. Wetherbee
ALC FUNDING, LLC, a Delaware limited liability company

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President


WITNESS/ATTEST:

/s/ Robert S. Wetherbee
ATI INC., a Delaware corporation

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President, Finance, and Chief Financial Officer




[SIGNATURE PAGE TO AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]


GUARANTORS (continued):
WITNESS/ATTEST:


/s/ Robert S. Wetherbee
ATI CANADA HOLDINGS, INC., a Delaware corporation

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: President


WITNESS/ATTEST:


/s/ Robert S. Wetherbee
ALLEGHENY TECHNOLOGIES INTERNATIONAL, INC., a California corporation

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: President


WITNESS/ATTEST:


/s/ Robert S. Wetherbee
ATI ALLEGHENY LUDLUM, INC., a Massachusetts corporation

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President


WITNESS/ATTEST:

/s/ Robert S. Wetherbee
TI OREGON, INC., an Oregon corporation

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President





[SIGNATURE PAGE TO AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]


GUARANTORS (Continued):
WITNESS/ATTEST:


/s/ Robert S. Wetherbee
JESSOP STEEL, LLC, a Pennsylvania limited liability company

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President


WITNESS/ATTEST:


/s/ Robert S. Wetherbee
JEWEL ACQUISITION, LLC, a Delaware limited liability company

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President


WITNESS/ATTEST:


/s/ Robert S. Wetherbee
AII ACQUISITION, LLC, a Pennsylvania limited liability company

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: President


WITNESS/ATTEST:


/s/ Robert S. Wetherbee
ATI FRP PROPERTIES, LLC, a Delaware limited liability company

By: /s/ Donald P. Newman
Name: Donald P. Newman
Title: Executive Vice President






[SIGNATURE PAGE TO AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]


LENDERs:
PNC BANK, NATIONAL ASSOCIATION,
As Lender and as Agent
By: /s/ Douglas Hoffman _
Name: Douglas Hoffman
Title: Senior Vice President

The Tower at PNC Plaza, 14th Floor
300 Fifth Avenue
Pittsburgh, PA 15222
Attention: Business Credit






[SIGNATURE PAGE TO AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

BANK OF AMERICA, N.A.
By: /s/ Christy Bowen _
Name: Christy Bowen
Title: Senior Vice President

Four Penn Center, 1600 JFK Blvd.
Philadelphia, PA 19103
Attention: Christy Bowen





[SIGNATURE PAGE TO AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

CITIBANK, N.A.
By: /s/ Brendan MacKay _
Name: Brendan MacKay
Title: Vice President & Director

390 Greenwich St.
New York, NY 10013
Attention: Brendan MacKay





[SIGNATURE PAGE TO AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

JPMORGAN CHASE BANK, N.A.
By: /s/ James Shender _
Name: James Shender
Title: Executive Director
_
383 Madison Avenue, Floor 24
New York, NY 10179
Attention: James Shender






[SIGNATURE PAGE TO AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

MUFG UNION BANK, N.A.
By: /s/ Thomas Kainamura _
Name: Thomas Kainamura
Title: Director

445 South Figueroa Street
Los Angeles, CA 90071
Attention: Thomas Kainamura





[SIGNATURE PAGE TO AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

WELLS FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Peter Aziz _
Name: Peter Aziz
Title: Director

1800 Century Park East, Suite 1100
Los Angeles, CA 90067
Attention: Peter Aziz






[SIGNATURE PAGE TO AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]

HSBC Bank USA, N.A.
By: /s/ Jennifer Jordan _
Name: Jennifer Jordan
Title: Vice President

452 Fifth Avenue
New York, NY 10018
Attention: Chris Helmeci





[SIGNATURE PAGE TO AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT]
Goldman Sachs Bank USA
By: /s/ Andrew B. Vernon _
Name: Andrew B. Vernon
Title: Authorized Signatory

200 West Street
New York, NY 10282
Attention: Mahesh Mohan








ANNEX 1

[See attached]





ANNEX 2

Preliminary Closing Agenda

(see attached)

Exhibit 31.1
CERTIFICATIONS
I, Robert S. Wetherbee certify that:
1.I have reviewed this quarterly report on Form 10-Q of Allegheny Technologies Incorporated;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 3, 2022
 
/s/ Robert S. Wetherbee
Robert S. Wetherbee
Board Chair, President and Chief Executive Officer

Exhibit 31.2
CERTIFICATIONS
I, Donald P. Newman certify that:
1.I have reviewed this quarterly report on Form 10-Q of Allegheny Technologies Incorporated;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2022
 
/s/ Donald P. Newman
Donald P. Newman
Executive Vice President, Finance and Chief Financial Officer

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Allegheny Technologies Incorporated (the “Company”) on Form 10-Q for the period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


 
Date:November 3, 2022 /s/ Robert S. Wetherbee
 Robert S. Wetherbee
 Board Chair, President and Chief Executive Officer
Date: November 3, 2022 /s/ Donald P. Newman
 Donald P. Newman
 Executive Vice President, Finance and Chief Financial Officer