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What changed in ATI INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ATI INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+318 added−345 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-21)

Top changes in ATI INC's 2025 10-K

318 paragraphs added · 345 removed · 267 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

59 edited+7 added−16 removed26 unchanged
Biggest changeWhen our Richland, Washington expansion is at full production in late fiscal year 2025, our total titanium melt capacity is expected to be 80% greater than our fiscal year 2022 titanium melt capacity. Our specialty materials and components for defense applications include naval nuclear products, military jet engines, fixed wing and rotorcraft products, armor applications and munitions materials.
Biggest changeOur materials and components are used for many applications, including naval nuclear products, military jet engines, fixed wing and rotorcraft products, armor applications and munitions materials. In fiscal year 2025, sales to our defense end market increased by 14% and we expect continued growth in this important end market in the coming years.
Both of our business segments also produce specialty materials that are critical to the conventional energy market, which includes oil & gas and chemical and hydrocarbon processing industries.
Both of our business segments also produce specialty materials that are critical to the conventional energy market, which includes the oil and gas and chemical and hydrocarbon processing industries.
The environments in which oil & gas can be found in commercial quantities have become more challenging, involving deep offshore wells, high pressure and high temperature conditions in sour wells and unconventional sources. These challenging offshore environments are located further off the continental shelf, including locations in arctic and tropical waters where drilling is more difficult than previously-sourced locations.
The environments in which oil and gas can be found in commercial quantities have become more challenging, involving deep offshore wells, high pressure and high temperature conditions in sour wells, and other unconventional sources. These challenging offshore environments are located further off the continental shelf, including locations in arctic and tropical waters where drilling is more difficult than previously-sourced locations.
Advanced Alloys & Solutions Segment Our AA&S segment produces nickel-based alloys, titanium and titanium-based alloys, and specialty alloys in a variety of forms including plate, sheet, and PRS products. The major end markets for our flat rolled products are specialty and conventional energy, aerospace & defense, automotive, medical and electronics markets.
Advanced Alloys & Solutions Segment Our AA&S segment produces nickel-based alloys, titanium and titanium-based alloys, and specialty alloys in a variety of forms, including plate and sheet products. The major end markets for our flat rolled products are aerospace & defense, specialty and conventional energy, automotive, medical and electronics markets.
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.
While we enter into raw materials futures contracts from time to time to hedge exposure to price fluctuations, such as for nickel, 5 we cannot be certain that our hedge position adequately reduces exposure.
Our specialty materials, including nickel-based alloys, duplex alloys and other specialty alloys, have the strength and corrosion-resistant properties necessary to meet these challenging operating conditions. We enable our customers’ success in these applications by developing and producing specialty materials for equipment that can operate for up to 30 years in these harsh environments. Medical .
Our specialty materials, including nickel-based alloys, duplex alloys and other specialty alloys, have the strength and corrosion-resistant properties necessary to meet these challenging operating conditions. We enable our customers’ success in these applications by developing and producing specialty materials for equipment that can operate for up to 30 years in these harsh environments. Other Markets.
Export Sales and Foreign Operations International sales represent approximately 42% of our total annual sales, with direct export sales by our U.S.-based operations to customers in foreign countries accounting for approximately 33% of our total sales. Our overseas sales, marketing and distribution efforts are aided by our international marketing team or by independent representatives throughout the world.
Export Sales and Foreign Operations International sales represent approximately 42% of our total annual sales, with direct export sales by our U.S.-based operations to customers in foreign countries accounting for approximately 34% of our total sales. Our overseas sales, marketing and distribution efforts are aided by our international marketing team or by independent representatives throughout the world.
Principal competitors in the HPMC segment include: Berkshire Hathaway Inc., for nickel-based alloys and superalloys and specialty steel alloys, titanium and titanium-based alloys, and precision forgings through its ownership of Precision Castparts Corporation and subsidiaries; Howmet Aerospace Inc., for titanium and titanium-based alloys; Carpenter Technology Corporation for legacy nickel-based alloys and superalloys and specialty steel alloys; VSMPO-AVISMA for titanium and titanium-based alloys; and Aubert & Duval for precision forgings.
Principal competitors in the HPMC segment include: Berkshire Hathaway Inc., for nickel-based alloys and superalloys and specialty steel alloys, titanium and titanium-based alloys, and precision forgings through its ownership of Precision Castparts Corporation and subsidiaries; Howmet Aerospace Inc., for titanium and titanium-based alloys; Carpenter Technology Corporation for legacy nickel-based alloys and superalloys and specialty steel alloys; and Aubert & Duval for precision forgings.
ATI’s metallic powder technology delivers alloy compositions and refined microstructures that offer increased performance and longer useful lives in high-temperature aerospace environments, as well as improved efficiency of jet engines. We continue to increase our production capacity for advanced metallic powders for use in next-generation aerospace products, including additive manufacturing applications.
ATI’s metallic powder technology delivers alloy compositions and refined microstructures that offer increased performance and longer useful lives in high-temperature aerospace environments, as well as improved jet engine efficiency. We continue to increase our production capacity for advanced metallic powders for use in next-generation aerospace products, including additive manufacturing applications.
The operations in this segment include our SRP and Specialty Alloys & Components businesses in addition to our Shanghai STAL Precision Stainless Steel Company Limited (STAL) PRS joint venture in China, in which we hold a 60% interest. 5 Nickel-based alloys, titanium, and stainless sheet products are used in a wide variety of industrial and consumer applications.
The operations in this segment include our Specialty Rolled Products and Specialty Alloys & Components businesses in addition to our Shanghai STAL Precision Stainless Steel Company Limited (STAL) PRS joint venture in China, in which we hold a 60% interest. Nickel-based alloys, titanium, and stainless sheet products are used in a wide variety of industrial and consumer applications.
Inclusion and Diversity : Our long tradition of innovation and operational excellence demands the contributions of leaders and team members with a wide array of characteristics, backgrounds, experiences, knowledge, and skills. We believe our business 8 success is intricately tied to cultivating a culture in which all members of our workforce are included and empowered to do their best work.
Our long tradition of innovation and operational excellence demands the contributions of leaders and team members with a wide array of characteristics, backgrounds, experiences, knowledge, and skills. We believe our business success is intricately tied to cultivating a culture in which all members of our workforce are included and empowered to do their best work.
In fiscal year 2024, approximately 30% of our stainless sheet products by volume were sold to independent service centers, which have slitting, cutting or other processing facilities, with the remainder sold directly to end-use customers. Nickel-based alloy, titanium, and specialty alloy plate products are primarily used in aerospace & defense, and corrosion and industrial markets.
In fiscal year 2025, approximately 50% of our stainless sheet products by volume were sold to independent service centers, which have slitting, cutting or other processing facilities, with the remainder sold directly to end-use customers. Nickel-based alloy, titanium, and specialty alloy plate products are primarily used in aerospace & defense, and corrosion and industrial markets.
Further, we partner with top academic institutions that have programs relevant to our business, external professional organizations, trade schools and high schools to enhance the diversity of our workforce and identify materials science, STEM and other relevant expertise. Learning and Development : Developing talent and leaders at all levels of the organization is critical to our long-term success.
We partner with top academic institutions that have programs relevant to our business, external professional organizations, trade schools and high schools to identify materials science, STEM and other relevant expertise. Learning and Development : Developing talent and leaders at all levels of the organization is critical to our long-term success.
Research and development expenditures for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023 included the following: Fiscal Year Ended (In millions) December 29, 2024 December 31, 2023 January 1, 2023 Company-Funded: High Performance Materials & Components $ 10.4 $ 9.6 $ 8.4 Advanced Alloys & Solutions 8.4 10.2 7.3 Corporate 0.8 0.9 0.6 19.6 20.7 16.3 Customer-Funded: High Performance Materials & Components 2.5 1.4 1.4 Total Research and Development $ 22.1 $ 22.1 $ 17.7 Our research, development and technical service activities are closely interrelated and directed toward development of new products, improvement of existing products, quality assurance, development of new manufacturing methods, improvement of existing manufacturing methods, and reducing our manufacturing costs.
Research and development expenditures for the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023 included the following: 6 Fiscal Year Ended (In millions) December 28, 2025 December 29, 2024 December 31, 2023 Company-Funded: High Performance Materials & Components $ 10.1 $ 10.4 $ 9.6 Advanced Alloys & Solutions 10.3 8.4 10.2 Corporate 0.9 0.8 0.9 21.3 19.6 20.7 Customer-Funded: High Performance Materials & Components 1.9 2.5 1.4 Total Research and Development $ 23.2 $ 22.1 $ 22.1 Our research, development and technical service activities are closely interrelated and directed toward development of new products, improvement of existing products, quality assurance, development of new manufacturing methods, improvement of existing manufacturing methods, and reducing our manufacturing costs.
The Company follows a 4-4-5 or 5-4-4 fiscal calendar, whereby each fiscal quarter consists of thirteen weeks grouped into two four-week months and one five-week month, and its fiscal year ends on the Sunday closest to December 31. Fiscal years 2024, 2023 and 2022 ended on December 29, 2024, December 31, 2023, and January 1, 2023, respectively.
The Company follows a 4-4-5 or 5-4-4 fiscal calendar, whereby each fiscal quarter consists of thirteen weeks grouped into two four-week months and one five-week month, and its fiscal year ends on the Sunday closest to December 31. Fiscal years 2025, 2024 and 2023 ended on December 28, 2025, December 29, 2024, and December 31, 2023, respectively.
We expect that approximately 70% of the confirmed orders on hand at December 29, 2024 for this segment will be filled during fiscal year 2025. Our AA&S segment’s backlog of confirmed orders was approximately $0.6 billion at December 29, 2024 and $0.8 billion at December 31, 2023.
We expect that approximately 70% of the confirmed orders on hand at December 28, 2025 for this segment will be filled during fiscal year 2026. Our AA&S segment’s backlog of confirmed orders was approximately $0.6 billion at December 28, 2025 and December 29, 2024.
Within our AA&S segment, our Asian joint venture makes PRS products, which enables us to offer these products more effectively to markets in China and other Asian countries. Backlog, Seasonality and Cyclicality Our backlog of confirmed orders was approximately $3.9 billion at December 29, 2024 and $3.8 billion at December 31, 2023.
Within our AA&S segment, our Asian joint venture makes PRS products, which enables us to offer these products more effectively to markets in China and other Asian countries. Backlog, Seasonality and Cyclicality Our backlog of confirmed orders was approximately $3.7 billion at December 28, 2025 and $3.9 billion at December 29, 2024.
Those leaders build teams with diverse, empowered and fulfilled employees who want to stay and grow with the company. As of December 29, 2024, we employed approximately 7,700 active employees, 15% of whom are located outside the U.S. across 15 countries.
Those leaders build teams with diverse, empowered and fulfilled employees who want to stay and grow with the company. As of December 28, 2025, we employed approximately 7,600 active employees, 15% of whom are located outside the U.S. across 15 countries.
We have leadership and management development programs as well as broad learning opportunities for our employees to support their career growth and advance their skills. By providing a consistent and comprehensive learning experience, we focus on growing top talent across the enterprise and enhancing Front Line Leader development.
We have leadership and management development programs as well as broad learning opportunities for our employees to support their career growth and advance their skills. We focus on growing top talent across the enterprise and enhancing Front Line Leader development.
Fiscal Year Ended December 29, 2024 December 31, 2023 January 1, 2023 High Performance Materials & Components 52 % 51 % 43 % Advanced Alloys & Solutions 48 % 49 % 57 % Information with respect to our business segments is presented below and in Note 18 of the notes to the consolidated financial statements.
Fiscal Year Ended December 28, 2025 December 29, 2024 December 31, 2023 High Performance Materials & Components 53 % 52 % 51 % Advanced Alloys & Solutions 47 % 48 % 49 % Information with respect to our business segments is presented below and in Note 18 of the notes to the consolidated financial statements.
We expect that approximately 70% of confirmed orders on hand at December 29, 2024 will be filled during fiscal year 2025. Our HPMC segment’s backlog of confirmed orders was approximately $3.3 billion at December 29, 2024 and $3.0 billion at December 31, 2023.
We expect that approximately 70% of confirmed orders on hand at December 28, 2025 will be filled during fiscal year 2026. Our HPMC segment’s backlog of confirmed orders was approximately $3.1 billion at December 28, 2025 and $3.3 billion at December 29, 2024.
High Performance Materials & Components Segment Our HPMC segment produces a wide range of high performance specialty materials, parts and components for several of our core markets, including aerospace & defense, medical, and specialty energy, with approximately 86% of fiscal year 2024 revenues derived from the aerospace & defense markets.
High Performance Materials & Components Segment Our HPMC segment produces a wide range of high performance specialty materials, parts and components for our aerospace & defense, specialty energy, and medical markets, with approximately 92% of fiscal year 2025 revenues derived from the aerospace & defense markets.
We expect that approximately 85% the confirmed orders on hand at December 29, 2024 for this segment will be filled during fiscal year 2025.
We expect that approximately 90% the confirmed orders on hand at December 28, 2025 for this segment will be filled during fiscal year 2026.
We expect to continue to increase our sales in government defense applications in future years. We continuously seek to develop and manufacture innovative new alloys to better serve the needs of the aerospace & defense markets, and several of the alloys we produce have won significant share in current and next-generation jet engines.
We continuously seek to develop and manufacture innovative new alloys to better serve the needs of the aerospace & defense markets, and several of the alloys we produce have won significant share in current and next-generation jet engines.
We believe clean energy needs, expanding global environmental policies and the electrification of developing countries will continue to drive demand for our specialty materials and products for use in these industries over the long term.
We believe clean energy needs, the electrification of developing countries, and energy requirements to support data center growth will continue to drive demand for our specialty materials and products for use in these industries over the long term.
The use of our alloys in these replacement devices offers the potential for longer product lifespans versus previous implant generations. Our biocompatible nickel-titanium (nitinol) shape memory alloy is used for stents to support collapsed or clogged blood vessels. Reduced in diameter for insertion, these stents expand post-implant to their original tube-like shape due to the metal’s superelasticity.
The use of our alloys in these replacement devices offers the potential for longer product lifespans versus previous implant generations. Our biocompatible nickel-titanium (nitinol) shape memory alloy is used for stents to support collapsed or clogged blood vessels.
We believe that through alloy development, internal growth efforts, and long-term supply agreements on current and next-generation jet engines and airframes, we are well-positioned with a fully qualified asset base to meet the expected multi-year demand growth from the commercial aerospace market.
We believe that through alloy development, internal growth efforts, and long-term supply agreements on current and next-generation jet engines and airframes, we are well-positioned with a fully qualified asset base to meet the expected multi-year demand growth from the commercial aerospace market. Nickel-based alloys and superalloys remain extremely strong at high temperatures and resist degradation under extreme conditions.
Typical aerospace applications for nickel-based alloys and superalloys and advanced metallic powders include jet engine disks, blades, vanes, rings, casings and shafts. Nickel-based alloys and superalloys remain extremely strong at high temperatures and resist degradation under extreme conditions. Next-generation jet engines use advanced nickel-based superalloys and metallic powder alloys to enable increased fuel efficiency requirements that require hotter-burning engines.
Next-generation jet engines use advanced nickel-based superalloys and metallic powder alloys to enable increased fuel efficiency requirements that require hotter-burning engines. Typical aerospace applications for the nickel-based alloys and superalloys and advanced metallic powders we produce include jet engine disks, blades, vanes, rings, casings and shafts.
We actively seek opportunities for listening and communication by our CEO and other senior executive leaders with our employees. Annually, we conduct a confidential company-wide engagement survey that offers our employees the ability to provide feedback and valuable insight to identify opportunities for improvement and support employee engagement and our overall human capital strategy.
We actively seek opportunities for listening and communication by our CEO and other senior executive leaders with our employees. Periodically, we conduct confidential company-wide engagement surveys that offer our employees the ability to provide feedback, which supports employee engagement and our overall human capital strategy.
We are an industry pioneer in producing nuclear reactor fuel cladding and structural components utilizing zirconium and hafnium alloys for use in nuclear power generation. We also are a technology leader for large diameter components used in natural gas land-based turbines for power generation, and our alloys are used for alternative energy generation, including solar, fuel cell and geothermal applications.
We also are a technology leader for large diameter components used in natural gas land-based turbines for power generation, and our alloys are used for alternative energy generation, including solar, fuel cell, wind and geothermal applications.
Demand for our products is cyclical over longer periods because specialty materials customers generally operate in cyclical industries and are subject to changes in general economic conditions and other factors both external and internal to those industries.
Demand for our products is cyclical over longer periods because specialty materials customers generally operate in cyclical industries and are subject to changes in general economic conditions and other factors both external and internal to those industries. Historically, we have experienced modest seasonal weakness in the third quarter of each fiscal year.
The loss of one or more of our customers in the aerospace or defense markets could have a material adverse effect on ATI’s results of operations and financial condition (see Item 1A. Risk Factors).
We have long-term agreements (LTAs) in place with most major aerospace market original equipment manufacturers (OEMs). The loss of one or more of our customers in the aerospace or defense markets could have a material adverse effect on ATI’s results of operations and financial condition (see Item 1A. Risk Factors).
All fiscal years presented include 52 weeks of operations. Our Business ATI produces specialty materials, highly differentiated by our materials science expertise and advanced process technologies. Our mission is to solve the world’s challenges through materials science. Our largest markets of aerospace & defense represent approximately 62% of total sales, led by products for jet engines and airframes.
All fiscal years presented include 52 weeks of operations. Our Business ATI produces specialty materials, highly differentiated by our materials science expertise and advanced process technologies. Our mission is to solve the world’s challenges through materials science.
Governanc e : The Compensation and Leadership Development Committee of our Board oversees the Company’s human capital management policies and procedures, including its workforce and professional development and diversity and inclusion initiatives, and is responsible for establishing and administering the policies governing annual compensation and long-term compensation to ensure the policies are designed to align compensation with our overall business strategy and performance to link to the interests of our stockholders.
Governanc e : The Compensation and Leadership Development Committee of our Board oversees the Company’s human capital management policies and procedures, including its workforce and professional development programs, and is responsible for establishing and administering the policies governing annual compensation and long-term compensation to ensure the policies are designed to align compensation with our overall business strategy and performance to link to the interests of our stockholders. 7 Our Code of Conduct establishes the baseline requirements of our integrity and compliance program and promotes an environment where everyone is treated ethically and with respect.
Commercial aerospace products have been the main source of sales and EBITDA growth for HPMC over the last several years and are expected to continue to drive HPMC and overall ATI results in the future. HPMC has also experienced growth in defense products, which comprise almost 10% of total sales. Other core markets include medical and specialty energy.
Commercial aerospace products have been the main source of sales and EBITDA growth for HPMC over the last several years and are expected to continue to drive HPMC and overall ATI results in the future. HPMC has also experienced strong growth in defense products, with fiscal year 2025 sales growth of 24%.
We are currently involved in the investigation and remediation of a number of our current and former sites as well as third party sites. We consider environmental compliance to be an integral part of our operations.
We are currently involved in the investigation and remediation of a number of our current and former sites as well as third party sites. We consider environmental compliance to be an integral part of our operations. We have a comprehensive environmental management and reporting program that focuses on compliance with applicable federal, state, regional and local environmental laws and regulations.
The following is a summary of the primary source countries of raw materials that play an important role in our products: • Nickel: Canada, Norway, Japan, Finland, and South Africa. • Zirconium: U.S. and China. • Hafnium: U.S. and China. • Cobalt: Norway and Japan. • Chromium: the United Kingdom (U.K.), South Africa, Germany and Turkey. • Niobium: Brazil. • Molybdenum: U.S., Brazil, and China. • Titanium sponge: Japan, Kazakhstan, Saudi Arabia, and China Certain key supplies used in melting and other processing operations, such as graphite electrodes and industrial gases including helium and argon, are from time-to-time limited in availability and may be subject to significant price inflation.
The following is a summary of the primary source countries of raw materials that play an important role in our products: • Nickel: Canada, Norway, Japan, Finland, and South Africa. • Zirconium: U.S. and China. • Hafnium: U.S. and China. • Cobalt: Norway and Japan. • Chromium: the United Kingdom (U.K.), South Africa, Germany and Turkey. • Niobium: Brazil. • Molybdenum: U.S., Brazil, and China. • Titanium sponge: Japan, Kazakhstan, Saudi Arabia, and China Some raw materials, such as nickel, titanium sponge, cobalt, and ferrochromium, are mostly available from foreign sources in countries that may be subject to unstable political and economic conditions, which could disrupt supplies or affect the price of these materials.
Competitors for nickel-based alloys and superalloys and specialty alloys include Haynes International and VDM Metals GmbH, a subsidiary of Acerinox S.A. Raw Materials and Supplies Substantially all raw materials and supplies required in the manufacture of our products are available from more than one supplier, and the sources and availability of raw materials essential to our businesses are currently adequate.
Raw Materials and Supplies Substantially all raw materials and supplies required in the manufacture of our products are available from more than one supplier, and the sources and availability of raw materials essential to our businesses are currently adequate.
The HPMC segment’s primary focus is on maximizing jet engine materials and components growth, with approximately 86% of its revenue derived from the aerospace & defense markets, including nearly 60% of its revenue from products for commercial jet engines.
HPMC’s capabilities range from cast/wrought and powder alloy development to production of highly engineered finished components, and 3D-printed aerospace products. The HPMC segment’s primary focus is on maximizing jet engine materials and components growth, with approximately 92% of its revenue derived from the aerospace & defense markets, including nearly 68% from products for commercial jet engines.
(an Airbus Group company) including the former operations of Bombardier Aerospace, and Empresa Brasileira de Aeronáutica S.A. (Embraer) for airframes. GE Aerospace, Rolls-Royce plc, Pratt & Whitney (a division of Raytheon Technologies Corporation), Safran Aircraft Engines, formerly known as Snecma (a division of Safran Group), and various joint ventures manufacture jet engines.
(an Airbus Group company) including the former operations of Bombardier Aerospace, and Empresa Brasileira de Aeronáutica S.A. (Embraer) for airframes. GE Aerospace, Rolls-Royce plc, Pratt & Whitney (a division of Raytheon Technologies Corporation), and Safran Aircraft Engines. These companies and their suppliers form a substantial part of our customer base in this business segment.
In fiscal year 2023, ATI established a dedicated additive manufacturing and post-processing facility near Fort Lauderdale, Florida which achieved its first print in fiscal year 2024. This facility will allow ATI to tap into significant aerospace and defense demand for additively manufactured laser powered bed fusion parts, serving both commercial and defense customers. Energy.
ATI also has a dedicated additive manufacturing and post-processing facility to tap into significant aerospace & defense demand for additively manufactured laser powered bed fusion parts, serving both commercial and defense customers. Energy.
PRS is selected for electronics and communications applications based on corrosion resistance, strength, wear resistance, electrical resistivity or thermal expansion. In addition, metal precursors – which use chemicals produced by ATI, such as hafnium – have a variety of important applications in consumer and industrial electronics.
In addition, metal precursors – which use chemicals produced by ATI, such as hafnium – have a variety of important applications in consumer and industrial electronics.
ATI’s advanced specialty materials are used in medical device products that enhance the quality of lives around the world. Manufacturers of magnetic resonance imaging (MRI) devices rely on our niobium superconducting wire to help produce electromagnetic fields that allow physicians to safely scan the body’s soft tissue.
Manufacturers of magnetic resonance imaging (MRI) devices rely on our niobium superconducting wire to help produce electromagnetic fields that allow physicians to safely scan the body’s soft tissue. Our specialty alloys also are used for replacement knees, hips and other prosthetic devices.
These materials and components possess an extraordinary combination of properties that help to increase jet engine fuel efficiency and product longevity, including superior strength-to-weight ratios, elevated temperature resistance, low coefficient of thermal expansion, and extreme corrosion resistance. Availability of titanium supply continues to be a critical issue across the aerospace & defense supply chain.
These materials and components possess an extraordinary combination of properties that help to increase jet engine fuel efficiency and product longevity, including superior strength-to-weight ratios, elevated temperature resistance, low coefficient of thermal expansion, and extreme corrosion resistance. We produce a wide-range of military-grade materials including titanium, nickel-based alloys, zirconium, tungsten, and hafnium, as well as components for our defense customers.
Our Code of Conduct establishes the baseline requirements of our integrity and compliance program and promotes an environment where everyone is treated ethically and with respect. It outlines our pledge to recognize the dignity of each individual, respect each employee, provide compensation and benefits that are competitive, promote self-development through training, and value diversity of perspectives and ideas.
It outlines our pledge to recognize the dignity of each individual, respect each employee, provide compensation and benefits that are competitive, promote self-development through training, and value diversity of perspectives and ideas. Employees complete Business Conduct and Ethics training and, where permitted by law, are asked to certify each year that they will comply with the Code.
We have a comprehensive environmental management and reporting program that focuses on compliance with applicable federal, state, regional and local environmental 7 laws and regulations. Each operating company has an environmental management system that includes mechanisms for regularly evaluating environmental compliance and managing changes in business operations while assessing environmental impact. Safety is one of our core values.
Each operating company has an environmental management system that includes mechanisms for regularly evaluating environmental compliance and managing changes in business operations while assessing environmental impact. Safety is one of our core values. We strive for a zero injury culture committed to the safety of our people, our products, and the communities in which we operate.
ATI provides a full range of post-production inspection and machining with the certified quality needed to meet demanding application requirements. 3 Products and components made from titanium and titanium-based alloys, such as jet engine components including disks, blades and vanes, and airframe components such as structural members, landing gears, and hydraulic systems, are critical in aerospace applications.
Additionally, the products and components made from the titanium and titanium-based alloys we produce, such as jet engine components including disks, blades and vanes, and airframe components such as structural members, landing gears, and hydraulic systems, are also critical in aerospace applications.
HPMC produces a wide range of high performance materials, components, and advanced metallic powder alloys. These products are made from nickel-based alloys and superalloys, titanium and titanium-based alloys, and a variety of other specialty materials. HPMC’s capabilities range from cast/wrought and powder alloy development to final production of highly engineered finished components, and 3D-printed aerospace products.
We operate in two business segments: High Performance Materials & Components (HPMC) and Advanced Alloys & Solutions (AA&S). HPMC produces a wide range of high performance materials, components, and advanced metallic powder alloys. These products are made from nickel-based alloys and superalloys, titanium and titanium-based alloys, and a variety of other specialty materials.
Business Segments Our two business segments accounted for the following percentages of total revenues of $4.4 billion, $4.2 billion, and $3.8 billion for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively.
Finally, ATI's materials and products are used across a wide range of industrial markets, including automotive and construction and mining. 4 Business Segments Our two business segments accounted for the following percentages of total revenues of $4.6 billion, $4.4 billion, and $4.2 billion for the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023, respectively.
AA&S produces nickel-based alloys, titanium and titanium-based alloys, and specialty alloys in a variety of forms including plate, sheet, and strip products. Strategic end-use markets for our products include: Aerospace & Defense .
Sales of defense products comprise almost 11% of HPMC's total sales. The AA&S segment produces nickel-based alloys, titanium and titanium-based alloys, and specialty alloys, including zirconium, hafnium, and niobium, in a variety of forms including plate, sheet, and strip products.
The Company is currently renegotiating CBAs, which expire on February 28, 2025, that cover approximately 1,100 USW-represented full-time employees within our AA&S operations. There can be no assurance that the Company will successfully conclude these renegotiations to replace the expiring CBAs. Available Information Our Internet website address is www.atimaterials.com.
On April 22, 2025, we reached agreements with the USW for new CBAs that cover approximately 1,100 USW represented full-time employees within our AA&S operations for a six-year term that extends through February 28, 2031. Available Information Our Internet website address is www.atimaterials.com.
Our precision forgings are used for jet engine components, structural components for aircraft, helicopters, space propulsion, and other demanding applications.
Our precision forgings are used for jet engine components, structural components 3 for aircraft, helicopters, space propulsion, and other demanding applications. ATI provides a full range of post-production inspection and machining with the certified quality needed to meet demanding application requirements.
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. Some raw materials, such as nickel, titanium sponge, cobalt, and ferrochromium, are available to us and our specialty materials industry competitors primarily from foreign sources.
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. We source our raw materials through a variety of producers located throughout the world, including the United States (U.S.).
Nickel alloys and Precision Rolled Strip ® (PRS) from Specialty Rolled Products (SRP) and our Asian PRS joint venture are used in computers and smart phones. The magnetic properties of nickel alloys are used in relay cores, magnets and magnetic shielding, while their thermal expansion is useful in glass-to-metal sealing applications such as monitors.
In the electronics market, nickel alloys and Precision Rolled Strip ® (PRS) from Specialty Rolled Products (SRP) and our Asian PRS joint venture are used in computers and smart phones. PRS is selected for electronics and communications applications based on corrosion resistance, strength, wear resistance, electrical resistivity or thermal expansion.
Employees complete Business Conduct and Ethics training and, where permitted by law, are asked to certify each year that they will comply with the Code. Talent Acquisition : Our performance and development process is integrated in the ATI business strategy, and is a key component to recruiting, hiring, and developing top-performing talent.
Talent Acquisition : Our performance and development process is integrated in the ATI business strategy, and is a key component to recruiting, hiring, and developing top-performing talent. We believe in providing an assessment and interviewing process that encourages people from all backgrounds to consider ATI.
In fiscal year 2024, approximately 35% of our plate products by volume were sold to independent service centers, with the remainder sold directly to end-use customers. PRS products, which are under 0.015 inches thick, are used by customers to fabricate a variety of products primarily in the automotive and electronics markets.
In fiscal year 2025, approximately 40% of our plate products by volume were sold to independent service centers, with the remainder sold directly to end-use customers. Principal competitors for nickel-based alloys, superalloys, and specialty alloys produced by AA&S include Haynes International and VDM Metals GmbH, a subsidiary of Acerinox S.A.
The increase in our research and development expenditures in fiscal years 2024 and 2023 was largely related to efforts to develop and/or refine materials and manufacturing methods for products supporting the aerospace & defense markets. We own hundreds of U.S. patents, many of which are also filed under the patent laws of other nations.
We own hundreds of U.S. patents, many of which are also filed under the patent laws of other nations.
Some of these foreign sources are in countries that may be subject to unstable political and economic conditions, which could disrupt supplies or affect the price of these materials. Further changes in global trade policies could materially impact the total cost of imported materials.
Further, changes in global trade policies could materially impact the total cost of imported materials. Certain key supplies used in melting and other processing operations, such as graphite electrodes and industrial gases including helium and argon, are from time-to-time limited in availability and may be subject to significant price inflation.
We also serve energy markets, with a focus on specialty energy, which includes nuclear power generation and gas turbines. Our specialty materials are widely used in the global electrical power generation and distribution industries.
Our products are sold to a variety of end customers in the end-use energy market, with a focus on specialty energy, which includes nuclear power generation and gas turbines. Our high-performance products meet a wide range of needs for protection, conductivity, thermal performance and corrosion resistance.
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Additionally, we have a strong presence in our other core markets consisting of specialty energy, medical and electronics markets. In aggregate, these core markets represent almost 80% of our revenue. We operate in two business segments: High Performance Materials & Components (HPMC) and Advanced Alloys & Solutions (AA&S).
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Aerospace & defense, our largest end markets, represent approximately 68% of total sales, led by products for jet engines and airframes in addition to a wide range of defense applications. Additionally, we have a strong presence the specialty energy market and also serve customers in several other markets including conventional energy, medical, electronics and other industrial markets.
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The AA&S segment is focused on delivering high-value flat products, with a focus in aerospace & defense and other core markets, which comprise approximately 60% of its revenue. Industrial markets comprise the remaining 40% of AA&S sales, which includes the conventional energy and automotive end-markets.
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AA&S focuses on high-value materials that are utilized in technically challenging and extreme environments, which require materials that can withstand extreme heat, radiation and corrosion. AA&S continued its focus of growing sales to the aerospace & defense end markets, with fiscal year 2025 sales to those markets increasing 15%. Aerospace & defense now comprises approximately 41% of AA&S total revenue.
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As such, in fiscal year 2023, we restarted a significant amount of titanium melt capacity in Albany, Oregon with a modest investment and have continued to invest in additional capacity at this facility, bringing online a fourth furnace in the first half of fiscal year 2024.
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AA&S also serves customers across several other markets, notably specialty energy and conventional energy, as well as electronics and certain industrial markets. End-use markets for our products include: Aerospace & Defense .
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In addition, we have further invested in additional titanium melt capacity to meet growing demand at our Richland, Washington facility, which is expected to begin qualifications in the second quarter of 2025.
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ATI's solutions for the energy industry include specialty materials for solar, geothermal and wind applications, reactor-grade zirconium and hafnium alloys, pioneered by ATI, for nuclear plants; and corrosion-resistant alloys for water systems and scrubbers in coal plants.
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Our specialty materials, including corrosion-resistant alloys (CRAs), are used in nuclear, natural gas and other electrical power generation fuel source applications, including for pipe, tube, and heat exchanger applications in water systems and in pollution control scrubbers.
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Further, we are an industry pioneer in producing nuclear reactor fuel cladding and structural components utilizing zirconium and hafnium alloys for use in nuclear power generation.
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We have a joint technology development agreement with Bruker Energy & Supercon Technologies to advance state-of-the-art niobium-based superconductors, including those used in MRI magnets for the medical industry, and preclinical MRI magnets used in the life-science tools industry. Our specialty alloys also are used for replacement knees, hips and other prosthetic devices.
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We also serve several other customer end markets, including electronics, medical, and industrial. Customers in the medical end market use ATI’s advanced specialty materials in medical device products that enhance the quality of lives around the world.
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In addition, our ultra fine diameter (0.002 inch/0.051 mm) titanium wire is used for screens to prevent blood 4 clots from entering critical areas of the body. We have a strategic partnership with Confluent Medical Technologies (Confluent) whereby Confluent has begun to provide a $50 million investment in our capacity expansion to produce nitinol.
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This is mostly due to planned outages by certain European customers, particularly those in the aerospace supply chain, that are typically scheduled for the late summer months each year.
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As a result of this expansion, we expect to more than triple our production of this life saving alloy by fiscal year 2027. Electronics . ATI’s materials perform a variety of important roles in the growing consumer electronics market.
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These companies and their suppliers form a substantial part of our customer base in this business segment. We have long-term agreements (LTAs) in place with most major aerospace market original equipment manufacturers (OEMs).
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In fiscal year 2024, approximately 90% of these products by volume were sold directly to end-use customers or through our own distribution network, with the remainder sold to independent service centers. With the sale of our New Bedford, MA PRS business in 2024, PRS sales in this segment will be significantly reduced going forward.
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We source our raw materials through a variety of producers located throughout the world, including the United States (U.S.).
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In fiscal year 2024, the Company completed the sale of its precision rolled strip operations in Remscheid, Germany, which was part of the HPMC segment. In fiscal year 2022, the Company completed the sale of its Sheffield, U.K. operations, which included facilities for melting and re-melting, machining 6 and bar mill operations, and was part of the HPMC segment.
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Historically, the HPMC segment typically has experienced modest seasonal weakness in the third quarter of each fiscal year due to many European customers, particularly in the aerospace supply chain, taking plant outages during this summer period. ATI also typically performs corresponding annual preventative maintenance outages at several facilities during this same period.
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We strive for a zero injury culture committed to the safety of our people, our products, and the communities in which we operate. Our fiscal year 2024 OSHA Total Recordable Incident Rate was 1.39 per 200,000 hours and our Lost Time Case Rate was 0.26 per 200,000 hours.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRISKS RELATED TO INTELLECTUAL PROPERTY, INFORMATION TECHNOLOGY AND SECURITY Risks Associated with our Intellectual Property. We own valuable intellectual property, including trade secrets, patents, trademarks and copyrights. Our intellectual property protects our investments in technological innovation, research and development, and plays an important role in maintaining our competitive position in the markets we serve.
Biggest changeThere can be no assurance that we will succeed in obtaining CBAs to replace those that expire or in negotiating new CBAs on terms acceptable to us or at all. RISKS RELATED TO INTELLECTUAL PROPERTY, INFORMATION TECHNOLOGY AND SECURITY Risks Associated with our Intellectual Property. We own valuable intellectual property, including trade secrets, patents, trademarks and copyrights.
Our exposure to general industrial markets is primarily in our AA&S segment, where we have sales to the oil & gas industry, automotive, food equipment & appliances and construction and mining markets.
Our exposure to general industrial markets is primarily in our AA&S segment, where we have sales to the oil and gas industry, automotive, food equipment & appliances and construction and mining markets.
We source some of these materials from China, which has and may in the future continue to impose export controls that could limit or significantly delay our access to such materials and could compel us to identify alternative sources, which we may not be able to do in a timely fashion or at all.
We source some of these materials from China, which has imposed, and may in the future continue to impose, export controls that could limit or significantly delay our access to such materials and could compel us to identify alternative sources, which we may not be able to do in a timely fashion or at all.
New or more stringent laws and regulations related to greenhouse gas emissions, water usage and other climate change related concerns may adversely affect us, our 12 suppliers and our customers. We have publicly disclosed efforts to reduce certain environmental impacts, including greenhouse gas (GHG) emissions of our operations, and provide for our compliance with applicable environmental regulations.
New or more stringent laws and regulations related to greenhouse gas emissions, water usage and other climate change related concerns may adversely affect us, our suppliers and our customers. We have publicly disclosed efforts to reduce certain environmental impacts, including greenhouse gas (GHG) emissions of our operations, and provide for our compliance with applicable environmental regulations.
Future developments, administrative actions or liabilities relating to environmental matters, however, could have a material adverse effect on our financial condition or results of operations. 13 OTHER OPERATIONAL AND STRATEGIC RISKS Risks Associated with Disruptions to our Manufacturing Processes. The manufacture of many of our products is a highly exacting and complex process.
Future developments, administrative actions or liabilities relating to environmental matters, however, could have a material adverse effect on our financial condition or results of operations. OTHER OPERATIONAL AND STRATEGIC RISKS Risks Associated with Disruptions to our Manufacturing Processes. The manufacture of many of our products is a highly exacting and complex process.
Recently, due to inflationary trends, certain critical raw material costs, such as nickel, hafnium, titanium sponge, cobalt, chromium, and molybdenum and scrap containing iron, nickel, titanium, chromium, and molybdenum have been volatile and they may continue to be so in the future, including as a result of changes in international trade policy.
Recently, due to inflationary trends, certain critical raw material costs, such as for nickel, hafnium, titanium sponge, cobalt, chromium, molybdenum, and scrap containing iron, nickel, titanium, chromium and molybdenum, have been volatile, and they may continue to be so in the future, including as a result of changes in international trade policy.
Additionally, we periodically undertake maintenance activities, routine or otherwise, involving facilities and pieces of equipment that are key to our operations, and it is possible that unanticipated maintenance needs, or unanticipated circumstances arising in connection with planned maintenance activities could result in equipment outages that are longer, or costs that exceed, those originally anticipated.
Additionally, we periodically undertake maintenance activities, routine or otherwise, involving facilities and pieces of equipment that are key to our operations, and it is possible that 13 unanticipated maintenance needs, or unanticipated circumstances arising in connection with planned maintenance activities could result in equipment outages that are longer, or costs that exceed, those originally anticipated.
While the prospect of a lower-carbon economy presents a number of opportunities for our business, the physical impacts of climate change, regulatory efforts to transition to a lower-carbon economy in the regions in which we, our customers and our suppliers operate, and the increased focus and evolving views of our various stakeholders on climate change issues could create risks to our business.
While the prospect of a lower-carbon economy presents a number of opportunities for our business, the physical impacts of climate change, regulatory efforts to transition to a lower-carbon economy in the regions in which we, our customers and our suppliers operate, and the focus and evolving views of our various stakeholders on climate change issues could create risks to our business.
A labor dispute, which could lead to a strike, lockout, or other work stoppage by the employees covered by one or more of the collective bargaining agreements, could have a material adverse effect on production at one or more of our facilities and, depending upon the length of such dispute or work stoppage, on our operating 11 results.
A labor dispute, which could lead to a strike, lockout, or other work stoppage by the employees covered by one or more of the collective bargaining agreements, could have a material adverse effect on production at one or more of our facilities and, depending upon the length of such dispute or work stoppage, on our operating results.
Over time, widespread physical climate changes and risks could drive increases in other operational costs for our business, such as insurance costs. Regulatory and Other Transition Risks . Increased worldwide focus on climate change has led to legislative and regulatory efforts to combat both potential causes and adverse impacts of climate change.
Over time, widespread physical climate changes and risks could drive increases in other operational costs for our business, such as insurance costs. Regulatory and Other Transition Risks . Worldwide focus on climate change has led to legislative and regulatory efforts to combat both potential causes and adverse impacts of climate change.
The terms of the cost-sharing arrangements are subject to non-disclosure agreements as confidential information. Nevertheless, the cost-sharing arrangements generally require all PRPs to post financial assurance of the performance of the obligations or to pre-pay into an escrow or trust account their share of anticipated site-related costs.
The terms of the cost-sharing arrangements are subject to non-disclosure agreements as confidential information. Nevertheless, the cost-sharing arrangements generally require all PRPs to post financial assurance of the performance of the obligations or to pre-pay into an 12 escrow or trust account their share of anticipated site-related costs.
At any given time, we may be unable to obtain an adequate supply of these critical raw materials on a timely basis, on price and other terms acceptable to us, or at all. If suppliers increase the price of critical raw materials, we may not have alternative sources of supply.
At any given time, we may be unable to obtain an adequate supply of these critical raw materials on a timely basis, on price and other terms acceptable to us, or at all. If suppliers increase the price of critical raw materials, we 9 may not have alternative sources of supply.
Risks Associated with Other Environmental Compliance Matters. We are 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 we investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations.
Risks Associated with Other Environmental Compliance Matters. We are subject to various domestic and international environmental laws and regulations that govern the discharge of pollutants and disposal of wastes, and may require that we investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 16 Risks Associated with Our Guidance and Other Targets and Expectations.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Risks Associated with Our Guidance and Other Targets and Expectations.
In addition, to the extent that we have quoted prices to customers and accepted customer orders for products prior to purchasing necessary raw materials, or have existing contracts, we may be unable to raise the price of products to cover all or part of the increased cost of the raw materials.
In addition, to the extent that we have quoted prices to customers and accepted customer orders for products prior to purchasing necessary raw materials, or have existing contracts, we may be unable to raise the price of products to cover all or any part of the increased cost of the raw materials.
See the discussion under “Forward-Looking Statements” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this Annual Report on Form 10-K. RISKS RELATED TO CYCLICAL NATURE OF OUR BUSINESS Cyclical Demand for Products.
See the discussion under “Forward-Looking Statements” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, in this Annual Report on Form 10-K. 8 RISKS RELATED TO CYCLICAL NATURE OF OUR BUSINESS Cyclical Demand for Products.
As a result, our business, financial condition and results of operations could be materially adversely affected. 15 RISKS ASSOCIATED WITH OUR INDEBTEDNESS; OTHER FINANCIAL AND FINANCIAL ACCOUNTING RISKS Risks Associated with Indebtedness. Our substantial indebtedness could adversely affect our business, financial condition or results of operations and prevent us from fulfilling our obligations under our outstanding indebtedness.
As a result, our business, financial condition and results of operations could be materially adversely affected. RISKS ASSOCIATED WITH OUR INDEBTEDNESS; OTHER FINANCIAL AND FINANCIAL ACCOUNTING RISKS Risks Associated with Indebtedness. Our substantial indebtedness could adversely affect our business, financial condition or results of operations and prevent us from fulfilling our obligations under our outstanding indebtedness.
These markets tend to be highly cyclical and subject to volatility as a result of fluctuations in worldwide 9 economic activity and associated demand, changes in applicable regulation, global geopolitical conditions and numerous other factors.
These markets tend to be highly cyclical and subject to volatility as a result of fluctuations in worldwide economic activity and associated demand, changes in applicable regulation, global geopolitical conditions and numerous other factors.
Cybersecurity Threats. Increased global information technology threats, vulnerabilities, and a rise in sophisticated and targeted international computer crime pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data.
Increased global information technology threats, vulnerabilities, and a rise in sophisticated and targeted international computer crime pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data.
Depending on the circumstances and the outcome, such proceedings could result in fines, penalties, compensatory and treble damages or the cancellation or suspension of payments under one or more U.S. Government contracts.
Depending on the circumstances and the outcome, such proceedings could result in fines, penalties, compensatory and treble damages or the cancellation or suspension of payments 14 under one or more U.S. Government contracts.
A number of lawsuits, claims and proceedings have been or may be asserted against us relating to the conduct of our currently and formerly owned businesses, including those pertaining to product liability, patent infringement, commercial disputes, government contracting, employment matters, employee and retiree benefits, taxes, environmental matters, health and safety and occupational disease, and stockholder and corporate governance matters.
A number of lawsuits, claims and proceedings have been or may be asserted against us relating to the conduct of our currently and formerly owned businesses, including those pertaining to product liability, patent infringement, commercial disputes, government contracting, employment matters, employee and retiree benefits, taxes, environmental matters, personal injury and health and safety and occupational disease, and stockholder and corporate governance matters.
Labor Matters. We have approximately 7,700 active employees, of which approximately 15% are located outside the U.S. Approximately 35% of our workforce is covered by various CBAs, predominantly with the USW. At various times, our CBAs expire and are subject to renegotiation. Generally, CBAs that expire may be terminated after notice by the union.
Labor Matters. We have approximately 7,600 active employees, of which approximately 15% are located outside the U.S. Approximately 35% of our workforce is covered by various CBAs, predominantly with the USW. At various times, our CBAs expire and are subject to renegotiation. Generally, CBAs that expire may be terminated after notice by the union.
With respect to proceedings brought under the federal Superfund laws, or similar state statutes, we have been identified as a potentially responsible party (PRP) at 41 of such sites, excluding those at which we believe we have no future liability.
With respect to proceedings brought under the federal Superfund laws, or similar state statutes, we have been identified as a potentially responsible party (PRP) at 40 of such sites, excluding those at which we believe we have no future liability.
If we encounter disruptions to our manufacturing processes due to equipment malfunction, failure to follow specific protocols, specifications and procedures, supply chain interruptions, natural disasters, health pandemics, labor unrest, or otherwise, it could have an adverse impact on our ability to fulfill orders or on product quality or performance which could result in significant costs to and liability for us that could have a material adverse effect on our business, financial condition or results of operations, as well as negative publicity and damage to our reputation, which could adversely impact product demand and customer relationships.
If we encounter disruptions to our manufacturing processes due to equipment malfunction, failure to follow specific protocols, specifications and procedures, supply chain interruptions, natural disasters, geopolitical volatility, health pandemics, cybersecurity breaches, labor unrest, or otherwise, it could have an adverse impact on our ability to fulfill orders or on product quality or performance which could result in significant costs to and liability for us that could have a material adverse effect on our business, financial condition or results of operations, as well as negative publicity and damage to our reputation, which could adversely impact product demand and customer relationships.
Any determination requiring the impairment of a significant portion of goodwill or other long-lived assets has had, and may in the future have, a negative impact on our financial condition and results of operations. Internal Controls Over Financial Reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Any determination requiring the impairment of a significant portion of goodwill or other long-lived assets has had, and may in the future have, a negative impact on our financial condition and results of operations. Risks Associated with Internal Controls Over Financial Reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Export Sales and International Trade Matters. We believe that export sales will continue to account for a significant percentage of our future revenues. We also import certain raw materials that are important to our business, including nickel, zirconium, niobium, chromium, hafnium, cobalt, vanadium and titanium sponge, among others.
Risks Associated with Export Sales and International Trade Matters. We believe that export sales will continue to account for a significant percentage of our future revenues. We also import certain raw materials that are important to our business, including nickel, zirconium, niobium, chromium, hafnium, cobalt, vanadium and titanium sponge, among others.
Future downturns in these markets could have an adverse effect on the prices at which we are able to sell our products, and our results of operations, business and financial condition could be materially adversely affected. Product Pricing.
Future downturns in these markets could have an adverse effect on the prices at which we are able to sell our products, and our results of operations, business and financial condition could be materially adversely affected. Risks Associated with Product Pricing.
Any future similar event could impact our business, results of operations, financial condition and/or cash flows in similar respects, but the ultimate breadth and duration of any such future event and its impacts on our business are difficult to predict. Political and Social Turmoil.
Any future similar event could impact our business, results of operations, financial condition and/or cash flows in similar respects, but the ultimate breadth and duration of any such future event and its impacts on our business are difficult to predict. Risks Associated with Political and Social Turmoil.
For the fiscal year 2024 annual goodwill impairment evaluation, both of our reporting units with goodwill had fair values that were in excess of carrying value.
For the fiscal year 2025 annual goodwill impairment evaluation, both of our reporting units with goodwill had fair values that were in excess of carrying value.
We intend to adjust our accruals to reflect new information as appropriate. Future adjustments could have a material adverse effect on our results of operations in a given period, but we cannot reliably predict the amounts of such future adjustments. At December 29, 2024, our reserves for environmental matters totaled approximately $15 million.
We intend to adjust our accruals to reflect new information as appropriate. Future adjustments could have a material adverse effect on our results of operations in a given period, but we cannot reliably predict the amounts of such future adjustments. At December 28, 2025, our reserves for environmental matters totaled approximately $15 million.
Depending on the timing and amount, a requirement that we fund the U.S. qualified defined benefit pension plan could have a material adverse effect on our results of operations and financial condition. Goodwill or Long-Lived Asset Impairments. We have various long-lived assets that are subject to impairment testing.
Depending 15 on the timing and amount, a requirement that we fund the U.S. qualified defined benefit pension plan could have a material adverse effect on our results of operations and financial condition. Risks Associated with Goodwill or Long-Lived Asset Impairments. We have various long-lived assets that are subject to impairment testing.
Our involvement is limited or de minimis at approximately 19 of these sites, the potential loss exposure with respect to 14 individual sites is not considered to be material, and the potential loss exposure on the remaining 8 sites could be material. We are a party to various cost-sharing arrangements with other PRPs at many of the sites.
Our involvement is limited or de minimis at approximately 19 of these sites, and potential loss exposure with respect to 13 individual sites is not considered to be material. The potential loss exposure on the remaining eight sites could be material. We are a party to various cost-sharing arrangements with other PRPs at many of the sites.
Our failure to successfully renew, renegotiate or favorably re-price such agreements, or a material deterioration in or termination of these or other key customer relationships, could result in a reduction or loss in customer purchase revenue. Additionally, a significant downturn or deterioration in the business or financial condition or loss of a key customer could negatively impact our business.
Our failure to successfully renew, renegotiate or favorably re-price such agreements, or a material deterioration in or termination of these or other key customer relationships, could result in a reduction or loss in customer purchase revenue. Loss of a key customer could negatively impact our business.
While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to us, we do not believe that the disposition of any such pending matters is likely to have a material adverse effect on our financial condition or liquidity, although the resolution in any reporting period of one or more of these matters could have a material adverse effect on our results of operations for that period.
While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to us, we do not believe that the disposition of any such pending matters is likely to have a material adverse effect on our financial condition or liquidity.
In many cases, we are not able to determine whether we are liable or if liability is probable or to reasonably estimate the loss or range of loss.
In many cases, we are not able to determine whether we are liable or if liability is probable or to reasonably estimate the potential loss or range of loss associated with an alleged claim.
Our customers may change their business strategies or modify their business relationships with us, including to reduce the amount of our products they purchase or to switch to alternative suppliers, as a result of which our financial condition and results of operations may be adversely affected.
Additionally, a significant downturn or deterioration in the markets we serve could cause key customers to change their business strategies or modify their business relationships with us, including to reduce the amount of our products they purchase or to switch to alternative suppliers, as a result of which our financial condition and results of operations may be adversely affected.
We rely upon third parties for our supply of energy resources consumed in the manufacture of our products. 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 and by supply and demand trends that are beyond our control.
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 and by supply and demand trends that are beyond our control. Disruptions in the supply of energy resources could temporarily impair our ability to manufacture products for customers.
Purchase prices and availability of these critical items are subject to volatility. At any given time, we may be unable to obtain 10 an adequate supply of these critical supplies on a timely basis, on price and other terms acceptable to us, or at all.
Purchase prices and availability of these critical items are subject to volatility. At any given time, we may be unable to obtain an adequate supply of these critical supplies on a timely basis, on price and other terms acceptable to us, or at all. The manufacture of some of our products is a complex process and requires long lead times.
Also, we can give no assurance that any other claims brought in the future will not have a material effect on our financial condition, liquidity or results of operations. 14 In August 2024, the Company received notice that it and certain of its affiliates are parties to two lawsuits, filed in federal district court for the Western District of Pennsylvania, that assert various claims associated with the Company’s October 2023 purchase of group annuity contracts to transfer a portion of its U.S. qualified defined benefit pension plan obligations to Athene Annuity and Life Company and Athene Annuity & Life Assurance of New York.
In August 2024, the Company received notice that it and certain of its affiliates are parties to two lawsuits, filed in federal district court for the Western District of Pennsylvania, that assert various claims associated with the Company’s October 2023 purchase of group annuity contracts to transfer a portion of its U.S. qualified defined benefit pension plan obligations to Athene Annuity and Life Company and Athene Annuity & Life Assurance of New York.
A significant security breach could lead to unanticipated disclosure, modification or destruction of proprietary and other key information, production downtimes, operational disruptions, and remediation costs, which in turn could adversely affect our reputation, competitiveness and results of operations. RISK RELATED TO CLIMATE CHANGE AND OTHER ENVIRONMENTAL MATTERS Risks Associated with Climate Change .
A significant security breach could lead to unanticipated disclosure, modification or destruction of proprietary and other key information, production downtimes, operational disruptions, 11 the loss of customers, and remediation costs and other losses or liabilities, which in turn could adversely affect our reputation, competitiveness and results of operations.
We intend to continue to strategically position our businesses to improve our ability to compete. Strategies we employ to accomplish this may include seeking new or expanding existing specialty market niches for our products, expanding our global presence, acquiring businesses complementary to existing strengths, and continually evaluating the performance and strategic fit of our existing business units and their components.
Strategies we employ to accomplish this may include seeking new or expanding existing specialty market niches for our products, expanding our global presence, acquiring businesses complementary to existing strengths, and continually evaluating the performance and strategic fit of our existing business units and their components, as a result of which we may choose to dispose of any such business or related assets.
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.
This could cause us to lose sales, incur additional costs, delay new product introductions, or suffer harm to our reputation. 10 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.
These two lawsuits were consolidated in late 2024, and in January 2025, we filed a motion to dismiss the consolidated claims. We intend to vigorously defend against these claims, but given the preliminary nature of these matters, cannot predict their outcome or estimate any range of reasonably possible loss at this time. Risks Associated with Insurance Coverage.
The recommendation remains subject to review and disposition by the presiding judge. We intend to vigorously defend against these claims, but given the preliminary nature of these matters, cannot predict their outcome or estimate any range of reasonably possible loss at this time. Risks Associated with Insurance Coverage.
Using our long-term weighted average expected rate of return on pension plan assets and other actuarial assumptions, we do not expect to have any significant minimum cash funding requirements to our pension plan for at least ten years.
Using our long-term weighted average expected return on pension plan assets and other actuarial assumptions, we expect to have approximately $40 million of minimum cash funding requirements to the defined benefit pension plan over the next ten years. Minimum cash funding requirements are not expected to be significant in any individual year.
As of December 29, 2024, our total consolidated indebtedness was approximately $1.9 billion. We also had the ability to borrow approximately $525 million under our Asset Based Lending (ABL) credit facility as of December 29, 2024.
As of December 28, 2025, our total consolidated indebtedness was approximately $1.7 billion. We also had the ability to borrow approximately $569 million under our Asset Based Lending (ABL) credit facility, and up to $100 million of availability under the Delayed-Draw Term Loan as of December 28, 2025.
Any such events could cause us to lose customers or revenue and could require us to incur significant remediation expense. As we integrate, implement and deploy new information technology processes and information infrastructure across our operations, we could experience disruptions in our business that could have an adverse effect on our business, financial condition, results of operations and cash flow.
As we integrate, implement and deploy new information technology processes and information infrastructure across our operations, we could experience disruptions in our business that could have an adverse effect on our business, financial condition, results of operations and cash flow. Risks Associated with Cybersecurity Threats.
If suppliers increase the price of these items, we may not have alternative sources of supply. The manufacture of some of our products is a complex process and requires long lead times. As a result, we may experience delays or shortages of critical supplies.
If suppliers increase the price of these critical supplies, we may not have alternative sources of supply. As a result, we may experience delays or shortages of critical supplies. If unable to obtain adequate and timely deliveries of required supplies, we may be unable to timely manufacture sufficient quantities of products.
Information technology infrastructure is critical to supporting business objectives; failure of our information technology infrastructure to operate effectively could adversely affect our business. If a problem occurs that impairs this infrastructure, the resulting disruption could impede our ability to record or process orders, manufacture and ship in a timely manner, or otherwise carry on business in the normal course.
If a problem occurs that impairs this infrastructure, the resulting disruption could impede our ability to record or process orders, manufacture and ship in a timely manner, or otherwise carry on business in the normal course. Any such events could cause us to lose customers or revenue and could require us to incur significant remediation expense.
If unable to obtain adequate and timely deliveries of required supplies, 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. Availability of Energy Resources.
This could cause us to lose sales, incur additional costs, delay new product introductions, or suffer harm to our reputation. Availability of Energy Resources. We rely upon third parties for our supply of energy resources consumed in the manufacture of our products.
Disruptions in the supply of energy resources could temporarily impair our ability to manufacture products for customers. Further, increases in energy costs, or changes in costs relative to energy costs paid by competitors, has and may continue to adversely affect our profitability.
Further, increases in energy costs, or changes in costs relative to energy costs paid by competitors, has in the past adversely affected our profitability and may continue to do so in the future.
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.
If unable to obtain adequate and timely deliveries of required raw materials, we may be unable to timely manufacture sufficient quantities of products.
Additionally, our competitors may develop technologies of their own that are similar or superior to our proprietary technologies, or design around our patents, to lawfully avoid our intellectual property rights. A failure to sufficiently secure or successfully enforce our intellectual property rights could adversely affect our business and competitive position. Risks Associated with Digital Technology.
A failure to sufficiently secure or successfully enforce our intellectual property rights could adversely affect our business and competitive position. Risks Associated with Digital Technology. Information technology infrastructure is critical to supporting business objectives; failure of our information technology infrastructure to operate effectively could adversely affect our business.
We are currently involved in the investigation and remediation of a number of our current and former sites as well as third party sites. We also could be subject to future laws and regulations that govern greenhouse gas emissions and various matters related to climate change and other air emissions, which could increase our operating costs.
We are currently involved in the investigation and remediation of a number of our current and former sites as well as third party sites.
Despite efforts to secure our intellectual property, it may be infringed or misappropriated by our employees, our competitors or other third parties. The pursuit of remedies for infringement or misappropriation of intellectual property is expensive and uncertain.
Our intellectual property protects our investments in technological innovation, research and development, and plays an important role in maintaining our competitive position in the markets we serve. Despite efforts to secure our intellectual property, it may be infringed or misappropriated by our employees, our competitors or other third parties.
Removed
There can be no assurance that we will succeed in obtaining CBAs to replace those that expire. The Company is currently renegotiating CBAs, which expire on February 28, 2025, that cover approximately 1,100 USW-represented full-time employees within our AA&S operations. There can be no assurance that the Company will successfully conclude these renegotiations to replace the expiring CBAs.
Added
Additionally, labor organizations may from time to time attempt to organize groups of additional employees who are not currently covered by any of the CBAs to which we are a party. The outcome of any such efforts may be influenced by many factors and is difficult to predict.
Added
The pursuit of remedies for infringement or misappropriation of intellectual property is expensive and uncertain. Additionally, our competitors may develop technologies of their own that are similar or superior to our proprietary technologies, or design around our patents, to lawfully avoid our intellectual property rights.
Added
RISK RELATED TO CLIMATE CHANGE AND OTHER ENVIRONMENTAL MATTERS Risks Associated with Climate Change .
Added
However, the resolution in any reporting period of one or more of these matters could have a material adverse effect on our results of operations for that period. Also, we can give no assurance that any other claims brought in the future will not have a material effect on our financial condition, liquidity or results of operations.
Added
These two lawsuits were consolidated in late 2024, and in January 2025, we filed a motion to dismiss the consolidated claims. Following an August 2025 hearing on the motion to dismiss, the magistrate judge covering the Motion issued a report recommending that all of the plaintiffs’ claims be dismissed for lack of standing.
Added
We intend to continue to strategically position our businesses to improve our ability to compete.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe have not experienced any operational or financial impact as a result of any cybersecurity incident or the cybersecurity risk that we face, and at this time, while the threat of a cybersecurity incident is always present, we view our comprehensive mitigation strategies and procedures as appropriately calibrated safeguards against any material impact to our results of operation and financial condition as a result of a cybersecurity incident and believe that we are prepared to appropriately mitigate and respond to such an incident, should it occur.
Biggest changeAt this time, while the threat of a cybersecurity incident is always present, we view our comprehensive mitigation strategies and procedures as appropriately calibrated safeguards against any material impact to our results of operation and financial condition as a result of a cybersecurity incident and believe that we are prepared to appropriately mitigate and respond to such an incident, should it occur.
Components of our comprehensive program include, among others: • Technical Safeguards . We deploy technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated through vulnerability assessments and cybersecurity threat intelligence. • Third-Party Risk Management .
Components of our comprehensive program include, among others: • Technical Safeguards . We deploy technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware 16 functionality and access controls, which are evaluated through vulnerability assessments and cybersecurity threat intelligence. • Third-Party Risk Management .
These plans ensure the appropriate escalation, evaluation, management and reporting of cybersecurity incidents in a prompt and appropriately cross- 17 functional manner, facilitating coordination across multiple parts of the Company, and are the subject of regular table- top breach simulations and other exercises and evaluations. • Insurance Coverage .
These plans ensure the appropriate escalation, evaluation, management and reporting of cybersecurity incidents in a prompt and appropriately cross-functional manner, facilitating coordination across multiple parts of the Company, and are the subject of regular table- top breach simulations and other exercises and evaluations. • Insurance Coverage .
Our Chief Digital and Information Officer (“CDIO”) and our Chief Information Security Officer (“CISO”), each of whom have extensive cybersecurity training and expertise and more than 20 years and 14 years of information technology and cybersecurity experience, respectively, hold primary responsibility within management for assessing, monitoring and managing our cybersecurity risks and program.
Our Chief Digital and Information Officer (“CDIO”) and our Chief Information Security Officer (“CISO”), each of whom have extensive cybersecurity training and expertise and more than 25 years and 19 years of information technology and cybersecurity experience, respectively, hold primary responsibility within management for assessing, monitoring and managing our cybersecurity risks and program.
We maintain a cybersecurity risk insurance policy to protect the Company against computer-related incidents and losses.
We maintain a cybersecurity risk insurance policy to protect the Company against computer-related incidents and losses. We have not experienced any material operational or financial impacts as a result of any cybersecurity incident or the cybersecurity risks that we face.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe own or lease facilities, primarily sales and administrative offices, in a number of foreign countries, including France, Germany, the U.K., Poland, and the People’s Republic of China. We also own highly engineered forging and machining operations in Stalowa Wola, Poland. Through our STAL joint venture, we operate facilities for finishing PRS products in the Xin-Zhuang Industrial Zone, Shanghai, China.
Biggest changeWe also own highly engineered forging and machining operations in Stalowa Wola, Poland. Through our STAL joint venture, we operate facilities for finishing PRS products in the Xin-Zhuang Industrial Zone, Shanghai, China. 17 Our corporate headquarters in Dallas, TX and enterprise resource center in Pittsburgh, PA are leased.
Production of high performance materials, most of which are in long product form, takes place at our domestic facilities in Monroe and Bakers, NC, Richburg, SC, and Oakdale, PA. Our production of highly engineered forgings and machined components takes place at facilities in Cudahy, Appleton and Coon Valley, WI, East Hartford, CT, and Irvine, CA.
Production of high performance materials, most of which are in long product form, takes place at our domestic facilities in Monroe and Bakers, NC, Richburg, SC, and Oakdale, PA. Our production of highly engineered forgings and machined components takes place at facilities in Cudahy, Appleton and Coon Valley, WI, and Irvine, CA.
Item 2. Properties Our principal domestic facilities for our HPMC segment include melting operations and production facilities that perform processing and finishing operations. Domestic melting operations are located in Monroe and Bakers, NC, and Richland, WA (vacuum induction melting, vacuum arc re-melt, electro-slag re-melt, plasma melting, electron beam melting).
Item 2. Properties Our principal domestic facilities for the HPMC segment include melting operations and production facilities that perform processing and finishing operations, which are all substantially owned. Domestic melting operations are located in Monroe and Bakers, NC, and Richland, WA (vacuum induction melting, vacuum arc re-melt, electro-slag re-melt, plasma melting, electron beam melting).
Metal alloy-based additive manufacturing for the aerospace & defense industries takes place in our leased facility in Fort Lauderdale, Florida. Within the AA&S segment, our production of zirconium, hafnium, niobium and related specialty alloys takes place at facilities located in Millersburg, OR and Huntsville, AL.
In addition, we lease a facility in Margate, Florida to perform metal alloy-based additive manufacturing for the aerospace & defense industries. Within the AA&S segment, our production of zirconium, hafnium, niobium and related specialty alloys takes place at facilities located in Millersburg, OR and Huntsville, AL.
Our corporate headquarters in Dallas, TX and employee resource center in Pittsburgh, PA are leased. Although our facilities vary in terms of age and condition, we believe that they have been well maintained and are in sufficient condition for us to carry on our activities. See Item 7.
Although our facilities vary in terms of age and condition, we believe that they have been well maintained and are in sufficient condition for us to carry on our activities. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of these impacts.
Finishing of our flat-rolled products takes place at our domestic facilities located in Vandergrift, Washington, Rochester, Monaca, and Zelienople, PA. Additionally, the AA&S segment will benefit from the expanded capabilities at our new Pageland, SC location. Substantially all of our properties are owned.
Finishing of our flat-rolled products takes place at our domestic facilities located in Vandergrift, WA, Rochester, Monaca, and Zelienople, PA, and Pageland, SC. Substantially all of these properties are owned. We lease facilities, primarily sales and administrative offices, in a number of foreign countries, including France, Germany, the U.K., Poland, Mexico, and the People’s Republic of China.
Removed
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of these impacts.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe filed a Motion to Dismiss the consolidated claims on January 27, 2025. We dispute and intend to vigorously defend against these claims, but given the preliminary nature of these matters, cannot predict their outcome or estimate any range of reasonably possible loss at this time. Information relating to legal proceedings is included in Note 21.
Biggest changeWe dispute and intend to vigorously defend against these claims, but given the preliminary nature of these matters, cannot predict their outcome or estimate any range of reasonably possible loss at this time. Information relating to legal proceedings is included in Note 21. Commitments and Contingencies of the Notes to Consolidated Financial Statements and incorporated herein by reference.
Nesbit, Robin L. Rosewicz, George E. Poole and James E. Swartz, Jr., individually and as 18 representatives of a class of participants and beneficiaries of the Allegheny Technologies Incorporated Pension Plan v.
Nesbit, Robin L. Rosewicz, George E. Poole and James E. Swartz, Jr., individually and as representatives of a class of participants and beneficiaries of the Allegheny Technologies Incorporated Pension Plan v.
Removed
Commitments and Contingencies of the Notes to Consolidated Financial Statements and incorporated herein by reference. Item 4. Mine Safety Disclosures Not applicable. PART II
Added
We filed a Motion to Dismiss the consolidated claims in January 2025. Following an August 2025 hearing on the Motion to Dismiss, the magistrate judge covering the Motion issued a report recommending that all the plaintiffs’ claims be dismissed for lack of standing. The recommendation remains subject to review and disposition by the presiding judge.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFiscal Period Total Number of Shares (or Units) Purchased (a) Average Price Paid per Share (or Unit) (b) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs September 30-November 3, 2024 140,556 $ 54.08 131,494 $ 653,000,054 November 4-December 1, 2024 778,615 $ 55.35 777,064 $ 610,000,045 December 2-29, 2024 351,042 $ 56.99 351,042 $ 590,000,054 Total 1,270,213 $ 55.66 1,259,600 $ 590,000,054 (a) Includes shares repurchased by ATI from employees to satisfy employee-owed taxes on share-based compensation.
Biggest changeFiscal Period Total Number of Shares (or Units) Purchased (a) Average Price Paid per Share (or Unit) (b) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs September 29 - November 2, 2025 48,165 $ 81.70 — $ 120,000,228 November 3 - November 30, 2025 4,856 $ 98.81 — $ 120,000,228 December 1 - 28, 2025 — $ — — $ 120,000,228 Total 53,021 $ 83.27 — $ 120,000,228 (a) Includes shares repurchased by ATI from employees to satisfy employee-owed taxes on share-based compensation.
“Financial Statements and Supplementary Data.” Sales of Equity Securities Set forth below is information regarding our stock repurchases during the fourth quarter of fiscal year 2024, comprised of shares repurchased by ATI under the $700 million repurchase program authorized by our Board of Directors in September 2024 and shares repurchased by ATI from employees to satisfy employee-owed taxes on share-based compensation.
“Financial Statements and Supplementary Data.” Sales of Equity Securities Set forth below is information regarding our stock repurchases during the fourth quarter of fiscal year 2025, comprised of shares repurchased by ATI under the $700 million repurchase program authorized by our Board of Directors in September 2024 and shares repurchased by ATI from employees to satisfy employee-owed taxes on share-based compensation.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Prices Our common stock is traded on the New York Stock Exchange (symbol ATI). At January 31, 2025, there were 1,660 record holders of ATI Inc. common stock. Currently, we do not pay a dividend.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Prices Our common stock is traded on the New York Stock Exchange (symbol ATI). At January 30, 2026, there were 1,527 record holders of ATI Inc. common stock. Currently, we do not pay a dividend.
(c) Excludes excise taxes incurred on share repurchases. 19 Cumulative Total Stockholder Return The graph set forth below shows the cumulative total stockholder return (i.e., price change plus reinvestment of dividends) on our common stock from December 29, 2019 through December 29, 2024, as compared to the S&P 500 Index, the S&P MidCap 400 Industrials Index and the Russell 2000 Index.
(c) Excludes excise taxes incurred on share repurchases. 19 Cumulative Total Stockholder Return The graph set forth below shows the cumulative total stockholder return (i.e., price change plus reinvestment of dividends) on our common stock from January 3, 2021 through December 28, 2025, as compared to the S&P 500 Index, the S&P MidCap 400 Industrials Index and the Russell 2000 Index.
The graph assumes that $100 was invested on December 29, 2019. The stock performance information included in this graph is based on historical results and is not necessarily indicative of future stock price performance.
The graph assumes that $100 was invested on January 3, 2021. The stock performance information included in this graph is based on historical results and is not necessarily indicative of future stock price performance.
Company / Index Dec 2019 Dec 2020 Dec 2021 Dec 2022 Dec 2023 Dec 2024 ATI 100.00 81.17 77.11 144.53 220.09 268.39 S&P 500 Index 100.00 118.40 152.39 124.79 157.59 199.99 S&P MidCap 400 Industrials Index 100.00 116.49 149.62 132.42 174.04 198.82 Russell 2000 Index 100.00 119.96 137.74 109.59 128.14 143.77 Source: Standard & Poor’s Item 6. [Reserved]
Company / Index Dec 2020 Dec 2021 Dec 2022 Dec 2023 Dec 2024 Dec 2025 ATI 100.00 94.99 178.06 271.14 330.65 697.38 S&P 500 Index 100.00 128.71 105.40 133.10 168.91 198.55 S&P MidCap 400 Industrials Index 100.00 128.45 113.68 149.41 170.68 193.36 Russell 2000 Index 100.00 114.82 91.35 106.82 119.85 137.17 Source: Standard & Poor’s Item 6. [Reserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeAdvanced Alloys & Solutions Fiscal Year Fiscal Year (In millions) 2024 % Change 2023 Sales to external customers $ 2,083.6 2 % $ 2,053.5 Segment EBITDA $ 320.9 16 % $ 276.6 Segment EBITDA as a percentage of sales 15.4 % 13.5 % International sales as a percentage of sales 33.2 % 35.0 % Fiscal Year 2024 Compared to Fiscal Year 2023 Sales of $2.1 billion for the AA&S segment in fiscal year 2024 increased 2% compared to fiscal year 2023, as an 11% increase in aerospace & defense sales, a 47% increase in medical market sales and a 22% increase in electronics market sales were partially offset by continued industrial markets softness, particularly conventional energy. 28 Comparative information for our AA&S segment revenues by market, the respective percentages of overall segment revenues, for the fiscal years 2024 and 2023, and the percentage change in revenues by market for fiscal year 2024 is as follows: (In millions) Fiscal Year Market 2024 2023 Change Aerospace & Defense: Jet Engines- Commercial 92.4 4 % 78.2 4 % 14.2 18 % Airframes- Commercial 403.2 19 % 388.8 19 % 14.4 4 % Defense 265.4 13 % 220.9 11 % 44.5 20 % Total Aerospace & Defense 761.0 36 % 687.9 34 % 73.1 11 % Electronics 191.3 9 % 156.8 8 % 34.5 22 % Specialty Energy 187.8 9 % 179.3 8 % 8.5 5 % Medical 109.4 6 % 74.3 4 % 35.1 47 % Other Core Markets 488.5 24 % 410.4 20 % 78.1 19 % Core End Markets 1,249.5 60 % 1,098.3 54 % $ 151.2 14 % Conventional Energy 292.2 14 % 404.0 20 % (111.8) (28) % Automotive 244.2 12 % 186.1 9 % 58.1 31 % Construction/Mining 132.2 6 % 127.9 6 % 4.3 3 % Other 165.5 8 % 237.2 11 % (71.7) (30) % Industrial Markets $ 834.1 40 % $ 955.2 46 % $ (121.1) (13) % Total $ 2,083.6 100 % $ 2,053.5 100 % $ 30.1 2 % Our AA&S segment produces zirconium and related alloys including hafnium and niobium, nickel-based alloys, titanium and titanium-based alloys, and specialty alloys in a variety of forms including plate, sheet, and PRS products.
Biggest changeThese increases were partially offset by lower sales to medical, construction and mining and other industrial markets. 27 Comparative information for our AA&S segment revenues by market, the respective percentages of overall segment revenues, for the fiscal years 2025 and 2024, and the percentage change in revenues by market for fiscal year 2024 is as follows: (In millions) Fiscal Year 2025 2024 Change Aerospace & Defense: Jet Engines- Commercial 113.3 6 % 92.4 4 % 20.9 23 % Airframes- Commercial 478.8 22 % 403.2 19 % 75.6 19 % Defense 280.0 13 % 265.4 13 % 14.6 6 % Total Aerospace & Defense 872.1 41 % 761.0 36 % 111.1 15 % Other Markets: Electronics 184.8 9 % 191.3 9 % (6.5) (3) % Specialty Energy 181.5 8 % 187.8 9 % (6.3) (3) % Medical 84.2 4 % 109.4 6 % (25.2) (23) % Conventional Energy 322.3 15 % 292.2 14 % 30.1 10 % Automotive 238.1 11 % 244.2 12 % (6.1) (2) % Construction/Mining 117.7 5 % 132.2 6 % (14.5) (11) % Other 145.0 7 % 165.5 8 % (20.5) (12) % Total Other Markets $ 1,273.6 59 % $ 1,322.6 64 % $ (49.0) (4) % Total $ 2,145.7 100 % $ 2,083.6 100 % $ 62.1 3 % Our AA&S segment produces zirconium and related alloys including hafnium and niobium, nickel-based alloys, titanium and titanium-based alloys, and specialty alloys in a variety of forms including plate, sheet, and PRS products.
Closed Operations and Other Income/Expenses Closed operations and other income/expenses are presented primarily in selling and administrative expenses in the consolidated statements of operations and include legal, environmental, retirement benefits and insurance obligations associated with closed operations as well as gains from the sale of non-core assets.
Closed operations and other income/expenses are presented primarily in selling and administrative expenses in the consolidated statements of operations and include legal, environmental, retirement benefits and insurance obligations associated with closed operations as well as gains from the sale of non-core assets.
For ERISA 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. Funding requirements are also affected by IRS-determined mortality assumptions, which may differ from those used under accounting standards.
Discount rates used to measure pension liabilities for U.S. qualified defined benefit plans for ERISA funding purposes are calculated on a different basis using an IRS-determined segmented yield curve. Funding requirements are also affected by IRS-determined mortality assumptions, which may differ from those used under accounting standards.
The effect on pension liabilities for changes to the discount rate, as well as the net effect of other changes in actuarial assumptions 37 and experience, are immediately recognized in earnings through net periodic pension benefit cost within nonoperating retirement benefit expense on the consolidated statements of operations when pension plans are remeasured annually in the fourth quarter or on an interim basis as triggering events require remeasurement.
The effect on pension liabilities for changes to the discount rate, as well as the net effect of other changes in actuarial assumptions and experience, are immediately recognized in earnings through net periodic pension benefit cost within nonoperating retirement benefit expense on the consolidated statements of operations when pension plans are remeasured annually in the fourth quarter or on an interim basis as triggering events require remeasurement.
In preparing these consolidated financial statements, management has made its best estimates and judgments of the amounts and disclosures included in the financial statements giving due regard to materiality. Asset Impairment We monitor the recoverability of the carrying value of our long-lived assets.
In preparing these consolidated financial statements, management has made its best estimates and judgments of the amounts and disclosures included in the financial statements giving due regard to materiality. 34 Asset Impairment We monitor the recoverability of the carrying value of our long-lived assets.
Gross profit in fiscal year 2024 included a benefit of $16.7 million related to the recognition of previously deferred employee retention tax credits, of which $9.0 million of the benefit was recognized in the HPMC segment and $7.7 million in the AA&S segment.
Fiscal year 2024 gross profit also included a benefit of $16.7 million related to the recognition of previously deferred employee retention tax credits, of which $9.0 million of the benefit was recognized in the HPMC segment and $7.7 million in the AA&S segment.
This LTA covers value-added titanium products and provides opportunity for greater use of ATI’s next generation and advanced titanium alloys in both long product and flat-rolled product forms. The agreement includes both long-product forms that are manufactured within the HPMC segment, and a significant amount of plate products that are manufactured utilizing assets of both the HPMC and AA&S segments.
This LTA covers value-added titanium products and provides opportunities for greater use of ATI’s next generation and advanced titanium alloys in both long product and flat-rolled product forms. The agreement includes both long-product forms that are manufactured within the HPMC segment, and a significant amount of plate products that are manufactured utilizing assets of both the HPMC and AA&S segments.
When more than one accounting principle, or the method of its application, is generally accepted, management selects the principle or method that is most appropriate in our specific circumstances. Application of these accounting principles requires our management to make estimates about the future resolution of existing uncertainties; as a result, actual 35 results could differ from these estimates.
GAAP. When more than one accounting principle, or the method of its application, is generally accepted, management selects the principle or method that is most appropriate in our specific circumstances. Application of these accounting principles requires our management to make estimates about the future resolution of existing uncertainties; as a result, actual results could differ from these estimates.
Our weighted average expected long-term return on pension plan investments was 5.80% in fiscal year 2024. The expected long-term rate of return on pension plan investments for fiscal year 2025 will be 5.80%. We apply the assumed rate of return to the market value of plan assets at the end of the previous year.
Our weighted average expected long-term return on pension plan investments was 5.80% in fiscal year 2025. The expected long-term rate of return on pension plan investments for fiscal year 2026 will be 5.80%. We apply the assumed rate of return to the market value of plan assets at the end of the previous year.
Retirement Benefits We have defined contribution retirement plans or benefit pension plans covering substantially all of our employees. We also sponsor several postretirement plans covering certain hourly and salaried employees and retirees. These plans provide health care and life insurance benefits for eligible employees.
Retirement Benefits We have defined contribution retirement plans or benefit pension plans covering substantially all of our employees. We also sponsor several postretirement plans covering certain hourly and salaried employees and retirees that provide health care and life insurance benefits for eligible employees.
These AROs related to landfill closures, decommissioning costs, facility leases and conditional AROs associated with manufacturing activities using what may be characterized as potentially hazardous materials. During fiscal year 2024, we de-recognized $10 million of AROs in connection with the sale of our precision rolled strip operations.
These AROs related to landfill closures, decommissioning costs, facility leases and conditional AROs associated with manufacturing activities using what may be characterized as potentially hazardous materials. During fiscal year 2024, we derecognized $10 million of AROs in connection with the sale of our precision rolled strip operations.
Boeing and Airbus continue to have multi-year backlogs of orders for both legacy models and next-generation aircraft, and there are approximately 30,000 jet engines with firm orders (Aero Engine News, January 2025). Due to manufacturing cycle times, demand for our specialty materials leads the deliveries of new aircrafts by approximately 6 to 12 months.
Boeing and Airbus continue to have multi-year backlogs of orders for both legacy models and next-generation aircraft, and there are over 30,000 jet engines with firm orders (Aero Engine News, Fourth Quarter 2025). Due to manufacturing cycle times, demand for our specialty materials leads the deliveries of new aircrafts by approximately 6 to 12 months.
From fiscal years 2013 to 2022, five annuity buyouts of retired participants and two voluntary cash out programs of deferred participants during this period helped to reduce the total participants in ATI’s U.S. qualified defined benefit pension plans by more than 60%.
From fiscal years 2013 to 2022, five annuity buyouts of retired participants and two voluntary cash out programs of deferred participants helped to reduce the total participants in ATI’s U.S. qualified defined benefit pension plans by more than 60%.
The amount of expected return on plan assets can vary significantly from year-to-year since the calculation is dependent on the market value of plan assets as of the end of the preceding year.
The amount of expected return on plan assets can vary significantly from year-to-year since the calculation is dependent on the market value of plan assets as of the end of the preceding year. U.S.
As a result, our results of operations and those of other companies, including companies with which we compete, may not be comparable due to these different methodologies in calculating the expected return on pension investments. In accordance with accounting standards, we determine the discount rate used to value pension plan liabilities as of the last day of our fiscal year.
As a result, our results of operations and those of other companies, including companies with which we compete, may not be comparable due to these different methodologies in calculating the expected return on pension investments. We also determine the discount rate used to value pension plan liabilities as of the last day of our fiscal year.
However, these funding estimates are subject to significant uncertainty including the actual pension trust assets’ fair value, and the discount rates used to measure pension liabilities. Periodically, our Board of Directors authorizes the repurchase of ATI Common stock (the “Share Repurchase Program”), the most recent of which was $700 million that was announced in September 2024.
However, these funding estimates are subject to significant uncertainty including the actual pension trust assets and the discount rates used to measure pension liabilities. Periodically, our Board of Directors authorizes the repurchase of ATI Common stock (the “Share Repurchase Program”), the most recent of which was $700 million that was announced in September 2024.
HPMC produces a wide range of high performance materials, components, and advanced metallic powder alloys. These products are made from nickel-based alloys and superalloys, titanium and titanium-based alloys, and a variety of other specialty materials. HPMC’s capabilities range from cast/wrought and powder alloy development to final production of highly engineered finished components, and 3D-printed aerospace products.
The HPMC segment produces a wide range of high performance materials, components, and advanced metallic powder alloys. These products are made from nickel-based alloys and superalloys, titanium and titanium-based alloys, and a variety of other specialty materials. HPMC’s capabilities range from cast/wrought and powder alloy development to production of highly engineered components, and 3D-printed aerospace products.
Retirement Benefits All of ATI’s defined benefit pension plans are closed to new entrants, and at most ATI operations with pension participants, the plans are frozen for all future benefit accruals, with less than 800 participants still accruing benefit service.
Retirement Benefits ATI’s defined benefit pension plans are closed to new entrants, and at most ATI operations with pension participants, the plans are frozen for all future benefit accruals, with less than 700 participants still accruing benefit service.
All of ATI’s defined benefit pension plans are closed to new entrants, and at most ATI operations with pension participants the plans are frozen for all future benefit accruals, with less than 800 participants still accruing benefit service.
ATI’s defined benefit pension plans are closed to new entrants, and at most ATI operations with pension participants, the plans are frozen for all future benefit accruals, with less than 700 participants still accruing benefit service.
Additionally, all of the remaining, collectively bargained defined benefit retiree health care plans at ATI’s operations are closed to new entrants, with cost caps in place for these obligations. As a result of these actions, ATI’s retirement savings and other postretirement benefit programs have largely transitioned to a defined contribution structure.
Additionally, all of the remaining collectively-bargained defined benefit retiree health care plans at ATI’s operations are now closed to new entrants, with cost caps in place for these obligations. As a result of these actions, ATI’s retirement savings and other postretirement benefit programs have largely transitioned to a defined contribution structure. 35 Under U.S.
The ABL Term Loan can be prepaid in increments of $25 million if certain minimum liquidity conditions are satisfied. In addition, we have the right to request an increase of up to $300 million under the revolving credit facility for the duration of the ABL.
The ABL Term Loan and any Delayed-Draw Term Loan can be prepaid in increments of $25 million if certain minimum liquidity conditions are satisfied. In addition, we have the right to request an increase of up to $300 million under the revolving credit facility for the duration of the ABL.
These LTAs cover sales of ATI’s specialty materials, parts and components used in both next-generation and legacy aircraft platforms, including jet engines. Our LTAs include a titanium products supply agreement for aircraft airframes and structural components with Boeing.
These LTAs cover sales of ATI’s specialty materials, precision forgings, components, and machined parts that are used in both next-generation and legacy aircraft platforms, including jet engines. Our LTAs include a titanium products supply agreement for aircraft airframes and structural components with Boeing.
We have LTAs with GE Aviation and Safran to supply premium titanium alloys, nickel-based alloys, and vacuum-melted specialty alloys products for commercial and military jet engine applications.
We have LTAs with several aircraft engine manufacturers, including GE Aviation and Safran, to supply premium titanium alloys, nickel-based alloys, and vacuum-melted specialty alloys products for commercial and military jet engine applications.
ATI 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. Asset retirement obligations (AROs) recording by the Company were $8 million at December 29, 2024.
ATI 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. Asset retirement obligations (AROs) recorded by the Company were $8 million at December 28, 2025.
High Performance Materials & Components Fiscal Year Fiscal Year (In millions) 2024 % Change 2023 Sales to external customers $ 2,278.5 8 % $ 2,120.2 Segment EBITDA $ 461.4 6 % $ 433.6 Segment EBITDA as a percentage of sales 20.3 % 20.5 % International sales as a percentage of sales 50.2 % 56.8 % Our HPMC segment produces a wide range of high performance materials, including titanium and titanium-based alloys, nickel- and cobalt-based alloys and superalloys, advanced powder alloys and other specialty materials, in long product forms such as ingot, billet, bar, rod, wire, shapes and rectangles, and seamless tubes, plus precision forgings, components, and machined parts.
High Performance Materials & Components Fiscal Year Fiscal Year (In millions) 2025 % Change 2024 Sales to external customers $ 2,441.7 7 % $ 2,278.5 Segment EBITDA $ 575.8 25 % $ 461.4 Segment EBITDA as a percentage of sales 23.6 % 20.3 % International sales as a percentage of sales 45.3 % 50.2 % Our HPMC segment produces a wide range of high performance materials, including titanium and titanium-based alloys, nickel- and cobalt-based alloys and superalloys, advanced powder alloys and other specialty materials, in long product forms such as ingot, billet, bar, rod, wire, shapes and rectangles, and seamless tubes, plus precision forgings, components, and machined parts.
We continue efforts to focus on operational improvements to positively impact the inventory intensity of our business and alleviate the required investment of Managed Working Capital in our growing business. The computations of Managed Working Capital at December 29, 2024 and December 31, 2023 reconciled to the financial statement line items as computed under U.S. GAAP, were as follows.
We continue our focus on operational improvements to positively impact the inventory intensity of our business and reduce the required investment of Managed Working Capital in our growing business. The computations of Managed Working Capital at December 28, 2025 and December 29, 2024 reconciled to the financial statement line items as computed under U.S. GAAP, were as follows.
Under U.S. generally accepted accounting principles, amounts recognized in financial statements for defined benefit pension plans are determined on an actuarial basis, rather than as contributions are made to the plan. A significant element in determining our pension income or expense in accordance with the accounting standards is the expected investment return on plan assets.
GAAP, amounts recognized in financial statements for defined benefit pension plans are determined on an actuarial basis, rather than as contributions are made to the plan. A significant element in determining our pension income or expense in accordance with the accounting standards is the expected investment return on plan assets.
International sales, including both U.S. exports and foreign sales from our foreign manufacturing operations, were $1.8 billion in fiscal year 2024 and represented 42% of total sales, compared to $1.9 billion or 46% of total sales in fiscal year 2023.
International sales, including both U.S. exports and foreign sales from our foreign operations, were $1.9 billion in fiscal year 2025 and represented 43% of total sales, compared to $1.8 billion or 42% of total sales in fiscal year 2024.
Information on the Company’s results of operations, financial condition and liquidity for fiscal year 2023 as compared to the year ended January 1, 2023 (fiscal year 2022) is included in our Annual Report on Form 10-K in Item 7.
Information on the Company’s results of operations, financial condition and liquidity for fiscal year 2024 as compared to the year ended December 31, 2023 (fiscal year 2023) is included in our Annual Report on Form 10-K in Item 7.
Based upon predictions of continued significant medical cost inflation in future years, the annual assumed rate of increase in the per capita cost of covered benefits of health care plans is 6.6% in 2025 and is assumed to gradually decrease to 4.0% in the year 2048 and remain level thereafter.
Based upon predictions of continued significant medical cost inflation in future years, the annual assumed rate of increase in the per capita cost of covered benefits of health care plans is 8.5% in 2026 and is assumed to gradually decrease to 4.0% in the year 2051 and remain level thereafter.
These standby letters of credit are used to support: $20.8 million in workers’ compensation and general insurance arrangements, $5.4 million related to environmental matters and $4.3 million for performance assurances. Commitments and Contingencies At December 29, 2024, our reserves for environmental remediation obligations totaled approximately $15 million, of which $6 million was included in other current liabilities.
These standby letters of credit are used to support: $19.6 million in workers’ compensation and general insurance arrangements, $5.4 million related to environmental matters and $4.3 million for performance assurances. 32 Commitments and Contingencies At December 28, 2025, our reserves for environmental remediation obligations totaled approximately $15 million, of which $7 million was included in other current liabilities.
Fiscal year 2024 results also include charges of $11.8 million, primarily reported in selling & administrative expenses and related to a commercial negotiation with a customer. HPMC segment results reflect $6.3 million of this charge, while the remaining $5.5 million is reflected in the AA&S segment results.
Fiscal year 2024 also included charges of $11.8 million primarily related to a commercial negotiation with a customer. HPMC segment results reflect $6.3 million of this charge, while the remaining $5.5 million is reflected in the AA&S segment results.
Fiscal year 2024 includes an $11.6 million gain on the sale of certain oil and gas rights, included within other income, net, on the consolidated statement of operations, and favorable foreign currency transaction impacts as compared to the prior year period.
This gain was offset by unfavorable foreign currency transaction impacts compared to the prior year period. Fiscal year 2024 includes an $11.6 million gain on the sale of certain oil and gas rights, included within other income, net, on the consolidated statement of operations.
We assess 24 Managed Working Capital performance as a percentage of the prior three months’ annualized sales to evaluate the asset intensity of our business. At December 29, 2024, Managed Working Capital was 30.9% of annualized total ATI sales compared to 31.1% of annualized sales at December 31, 2023.
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 December 28, 2025, Managed Working Capital was 32.5% of annualized total ATI sales compared to 30.9% of annualized sales at December 29, 2024.
Based on this assessment, we established a discount rate of 5.85% for valuing the pension liabilities as of December 29, 2024, and for determining the pension expense for fiscal year 2025.
Based on this assessment, we established a discount rate of 5.90% for valuing the pension liabilities as of December 28, 2025, and for determining the pension expense for fiscal year 2026.
Securities and Exchange Commission currently does not permit companies to change from the fair market value at the end of the previous year methodology, which is the methodology that we use, to an averaging of fair market values of plan assets methodology.
However, the SEC does not permit companies to change from the fair market value at the end of the previous year methodology, which is the methodology that we use, to an averaging of fair market values of plan assets methodology.
U.S. generally accepted accounting principles allow companies to calculate the expected return on pension assets using either an average of fair market values of pension assets over a period not to exceed five years, which reduces the volatility in reported pension income or expense, or their fair market value at the end of the previous year. However, the U.S.
GAAP allows companies to calculate the expected return on pension assets using either an average of fair market values of pension assets over a period not to exceed five years, which reduces the volatility in reported pension income or expense, or their fair market value at the end of the previous year.
Overview of Fiscal Year 2024 Financial Performance Sales in fiscal year 2024 increased 5%, to $4.4 billion, and gross profit increased 12%, to $898 million, compared to fiscal year 2023, reflecting increased demand for products within our aerospace & defense and other core markets of medical, electronics, and specialty energy, which was partially offset by softness in industrial end markets.
Overview of Fiscal Year 2025 Financial Performance Sales in fiscal year 2025 increased 5%, to $4.6 billion, and gross profit increased 12%, to $1.0 billion, compared to fiscal year 2024, reflecting increased demand for products within our aerospace & defense end markets, partially offset by softness in the medical, other industrial, and specialty energy end markets.
In addition, as our specialty materials are used in rotating components of jet engines, demand for our products for spare parts is impacted by aircraft flight activity and engine refurbishment requirements of U.S. and foreign aviation regulatory authorities. 27 As the number of aircraft in service increases, the need for our materials associated with engine refurbishment is expected to increase.
In addition, as our specialty materials are used in rotating components of jet engines, demand for our products for spare parts is impacted by aircraft flight activity and engine refurbishment requirements of U.S. and foreign aviation regulatory authorities.
Results for fiscal year 2024 included $17 million of net pre-tax gains and fiscal year 2023 included $104 million of net pre-tax charges as further described in the Results of Operations section below. The Company’s net income for fiscal year 2024 was $367.8 million, or $2.55 per share.
Results for fiscal year 2025 included $70 million of net pre-tax charges and fiscal year 2024 included $17 million of net pre-tax gains as further described in the Results of Operations section below. The Company’s net income for fiscal year 2025 was $404.3 million, or $2.85 per share.
ATI Adjusted EBITDA for fiscal year 2024 was $729.1 million, or 16.7% of sales, compared to $634.6 million, or 15.2% of sales, for fiscal year 2023. See further explanation below for non-GAAP definitions and calculations.
ATI Adjusted EBITDA for fiscal year 2025 was $859.3 million, or 18.7% of sales, compared to $729.1 million, or 16.7% of sales, for fiscal year 2024. See further explanation below for non-GAAP definitions and calculations.
These reserves included estimated probable future costs of: $3 million for federal Superfund and comparable state-managed sites; $6 million for formerly owned or operated sites for remediation or indemnification obligations; $5 million for owned or controlled sites at which our operations have been or plan to be discontinued; and $1 million for sites utilized by the Company in its ongoing operations.
These reserves included estimated probable future costs of: $2 million for federal Superfund and comparable state-managed sites; $7 million for formerly owned or operated sites for remediation or indemnification obligations; and $6 million for owned or controlled sites at which our operations have been or plan to be discontinued.
Fiscal Year 2024 2023 Nickel-based alloys and specialty alloys 49 % 54 % PRS products 19 % 19 % Zirconium and related alloys 19 % 15 % Titanium and titanium-based alloys 13 % 12 % Total 100 % 100 % Segment EBITDA was $320.9 million, or 15.4% of sales, a 16% increase from segment EBITDA of $276.6 million, or 13.5% of sales, in fiscal year 2023.
Fiscal Year 2025 2024 Nickel-based alloys and specialty alloys 50 % 49 % Zirconium and related alloys 19 % 19 % Titanium and titanium-based alloys 19 % 13 % PRS products 12 % 19 % Total 100 % 100 % Segment EBITDA was $349.0 million, or 16.3% of sales, an 9% increase from Segment EBITDA of $320.9 million, or 15.4% of sales, in fiscal year 2024.
In addition, no indicators of impairment were observed in fiscal years 2024 or 2023 associated with any of our long-lived assets. 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.
In addition, no indicators of impairment were observed in fiscal year 2025 associated with any of our long-lived assets. 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.
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.
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.
These restructuring and other charges are excluded from segment and adjusted EBITDA. Pension Remeasurement Gains and Losses The Company recognizes gains and losses from the remeasurement of the projected benefit obligation and plan assets for defined benefit pension plans immediately in earnings through net periodic pension benefit cost.
Pension Remeasurement Gains and Losses The Company recognizes gains and losses from the remeasurement of the projected benefit obligation and plan assets for defined benefit pension plans immediately in earnings through net periodic pension benefit cost.
GAAP are as follows: December 29, 2024 December 31, 2023 Net income attributable to ATI $ 367.8 $ 410.8 Net income attributable to noncontrolling interests 14.9 12.6 Net income 382.7 423.4 Interest expense 108.2 92.8 Depreciation and amortization 151.5 146.1 Income tax provision (benefit) 103.4 (128.2) Pension remeasurement loss 14.1 26.8 Retirement benefit settlement loss — 41.7 Restructuring and other charges 22.1 31.4 Loss (gain) on asset sales and sale of business (52.9) 0.6 Adjusted EBITDA $ 729.1 $ 634.6 Debt $ 1,895.3 $ 2,179.6 Add: Debt issuance costs 14.2 19.6 Total debt 1,909.5 2,199.2 Less: Cash (721.2) (743.9) Net debt $ 1,188.3 $ 1,455.3 Debt to Adjusted EBITDA 2.62 3.47 Net Debt to Adjusted EBITDA 1.63 2.29 We believe that internally generated funds, current cash on hand and available borrowings under the ABL credit facility will be adequate to meet our liquidity needs, including the scheduled debt maturity in the fourth quarter of fiscal year 2025.
GAAP are as follows: 30 December 28, 2025 December 29, 2024 Net income attributable to ATI $ 404.3 $ 367.8 Net income attributable to noncontrolling interests 14.3 14.9 Net income 418.6 382.7 Interest expense 98.6 108.2 Depreciation and amortization 168.1 151.5 Income tax provision (benefit) 103.7 103.4 Pension remeasurement loss 18.6 14.1 Restructuring and other charges 48.8 22.1 Loss (gain) on asset sales and sale of business 2.9 (52.9) Adjusted EBITDA $ 859.3 $ 729.1 Debt $ 1,749.4 $ 1,895.3 Add: Debt issuance costs 11.6 14.2 Total debt 1,761.0 1,909.5 Less: Cash (416.7) (721.2) Net debt $ 1,344.3 $ 1,188.3 Debt to Adjusted EBITDA 2.05 2.62 Net Debt to Adjusted EBITDA 1.56 1.63 We believe that internally generated funds, current cash on hand and available borrowings under the ABL credit facility will be adequate to meet our liquidity needs, including the scheduled debt maturity in the fourth quarter of fiscal year 2027.
Gains/Loss on Sale of Businesses, Net Gain on sales of businesses for fiscal year 2024 is related to a $52.9 million gain on the sale of our precision rolled strip operations in New Bedford, MA operations and Remscheid, Germany, for which $48.0 million of proceeds, net of transaction costs, were received and reported as an investing activity on the consolidated statement of cash flows.
The fiscal year 2024 gain on asset sales and sales of businesses, net was primarily due to a $52.9 million gain on the sale of our precision rolled strip operations, for which ATI received $48.0 million of proceeds, net of transaction costs, that were reported as an investing activity on the consolidated statement of cash flows.
Cash used in investing activities was $193.2 million in fiscal year 2023, reflecting $200.7 million in capital expenditures primarily related to AA&S transformation projects and various HPMC growth projects. 33 Cash used by financing activities in fiscal year 2024 was $260.4 million, which included $260.0 million to repurchase 5.3 million shares of ATI stock under our Share Repurchase Program and $16.0 million in dividend payments to the 40% noncontrolling interest in our PRS joint venture in China, partially offset by $76.1 million in cash received from the settlement of the capped call as a result of the redemption of the 2025 Convertible Notes.
Cash provided by financing activities in fiscal year 2024 was $260.4 million, which included $260.0 million to repurchase 5.3 million shares of 31 ATI stock under our Share Repurchase Program and $16.0 million in dividend payments to the 40% noncontrolling interest in our PRS joint venture in China, partially offset by $76.1 million in cash received from the settlement of the capped call as a result of the redemption of the 2025 Convertible Notes.
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.
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.
Fiscal year 2024 also included $7.7 million of benefits related to the recognition of previously deferred employee retention tax credits, which were partially offset by a charge of approximately $5.5 million due to a commercial negotiation with a customer and higher incentive compensation and maintenance costs. 29 Corporate Expenses Corporate expenses, which are primarily included in selling and administrative expenses in the statement of operations, were $64.0 million in fiscal year 2024 compared to $62.3 million in fiscal year 2023.
Fiscal year 2024 also included $7.7 million of benefits related to the recognition of previously deferred employee retention tax credits, which were partially offset by a charge of approximately $5.5 million due to a commercial negotiation with a customer and higher incentive compensation and maintenance costs.
Using our long-term weighted average expected rate of return on pension plan assets and other actuarial assumptions, we do not expect to have any significant minimum cash funding requirements to the defined benefit pension plan for at least ten years.
Using our long-term weighted average expected rate of return on pension plan assets and other actuarial assumptions, we expect to have approximately $40 million of minimum cash funding requirements to the defined benefit pension plan over the next ten years. Minimum cash funding requirements are not expected to be significant in any individual year.
See Note 11, Leases for further information. (B) Amounts include contractual interest payments using the interest rates in effect as of December 29, 2024 applicable to the Company’s ABL Term Loan due 2027, the Allegheny Ludlum 6.95% Debentures due 2025, the 2027 Notes, the 2029 Notes, the 2030 Notes and the 2031 Notes.
See Note 11, Leases for further information. (B) Amounts include contractual interest payments using the interest rates in effect as of December 28, 2025 applicable to the Company’s ABL Term Loan due 2030, the 5.875% Senior Notes due 2027, the 4.875% Senior Notes due 2029, the 7.25% Senior Notes due 2030, and the 5.125% Senior Notes due 2031.
A summary of our results is as follows: Fiscal Year (Dollars in millions, except per share amounts) 2024 2023 Sales $ 4,362.1 $ 4,173.7 Gross profit $ 898.2 $ 802.6 Gross profit % of sales 20.6 % 19.2 % Operating income $ 608.9 $ 466.4 Income before income taxes $ 486.1 $ 295.2 Net income attributable to ATI $ 367.8 $ 410.8 Diluted net income attributable to ATI per common share $ 2.55 $ 2.81 Our major accomplishments during fiscal year 2024 include the following: • Year-over-year sales growth of approximately 5%, with ATI’s 2024 sales representing our highest total since 2012.
A summary of our results is as follows: Fiscal Year (Dollars in millions, except per share amounts) 2025 2024 Sales $ 4,587.4 $ 4,362.1 Gross profit $ 1,007.0 $ 898.2 Gross profit % of sales 22.0 % 20.6 % Operating income $ 640.9 $ 608.9 Income before income taxes $ 522.3 $ 486.1 Net income attributable to ATI $ 404.3 $ 367.8 Diluted net income attributable to ATI per common share $ 2.85 $ 2.55 Key financial highlights of fiscal year 2025 include the following: • Year-over-year sales growth of approximately 5%, with ATI’s 2025 sales representing our highest total since 2012.
We operate in two business segments: HPMC and AA&S. The HPMC segment’s primary focus is on maximizing jet engine materials and components growth, with approximately 86% of its revenue derived from the aerospace & defense markets including nearly 60% of its revenue from products for commercial jet engines.
The HPMC segment’s primary focus is on maximizing jet engine materials and components growth, with 20 approximately 92% of its revenue derived from the aerospace & defense markets, including nearly 68% from products for commercial jet engines.
In order to validate the reasonableness of the estimated fair values of the reporting units as of the valuation date, a reconciliation of the aggregate fair values of all reporting units to market capitalization was performed using a reasonable control premium.
Further, to validate the reasonableness of the estimated fair values of the reporting units as of the valuation date, a reconciliation of the aggregate fair values of all reporting units to our market capitalization is performed, taking into account a reasonable control premium.
Fiscal Year 2024 Compared to Fiscal Year 2023 Sales of $2.3 billion for the HPMC segment in fiscal year 2024 increased 8% compared to fiscal year 2023, primarily due to strong demand in aerospace & defense markets as well as increased medical market sales, which were up 13% compared to fiscal year 2023.
Fiscal Year 2025 Compared to Fiscal Year 2024 Sales of $2.4 billion for the HPMC segment in fiscal year 2025 increased 7% compared to fiscal year 2024, primarily due to strong demand in aerospace & defense markets, which were up 14% compared to fiscal year 2024.
As of December 29, 2024, there were no outstanding borrowings under the revolving credit portion of the ABL, and $30.5 million was utilized to support the issuance of letters of credit. There were no revolving credit borrowings under the ABL during fiscal year 2024.
As of December 28, 2025, there were no outstanding borrowings under the revolving credit portion of the ABL, and $29.3 million was utilized to support the issuance of letters of credit. There were average revolving credit borrowings of $2.6 million bearing an average annual interest rate of 6.5% under the ABL during fiscal year 2025.
Fiscal year 2024 also includes a $2.3 million gain on the sale of assets for our idled Houston, PA facility included within gain on asset sales and sales of businesses, net, on the consolidated statement of operations. We received $3.5 million of proceeds from this sale, which was reported as an investing activity on the consolidated statement of cash flows.
Fiscal year 2024 also includes a $2.3 million gain on the sale of assets for our idled Houston, PA facility included within gain on asset sales and sales of businesses, net, on the consolidated statement of operations.
In fiscal year 2024, ATI used $260 million to repurchase 5.3 million shares of its common stock under the Share Repurchase Program. As of December 29, 2024, there is $590 million of authorization remaining under the Share Repurchase Program.
In fiscal year 2025, ATI used $470 million to repurchase 6.4 million shares of its common stock under the Share Repurchase Program. As of December 28, 2025, there is $120 million of authorization remaining under the Share Repurchase Program.
As of December 29, 2024, we have no off-balance sheet arrangements as defined in Item 303(a)(4) of SEC Regulation S-K. Cash Flow Cash provided by operations was $407.2 million for fiscal year 2024 and $85.9 million fiscal year 2023, which included $272 million in contributions to the U.S. defined benefit pension plans.
As of December 28, 2025, we have no off-balance sheet arrangements as defined in Item 303(a)(4) of SEC Regulation S-K. Cash Flow Cash provided by operations was $614.3 million for fiscal year 2025 and $407.2 million fiscal year 2024.
We define Adjusted EBITDA as EBITDA excluding significant non-recurring charges or credits, restructuring and other charges/credits, gains or losses from the sale of accounts receivables, strike related costs, long-lived asset impairments, pension remeasurement gains and losses, other postretirement/pension curtailment and settlement gains and losses, and gains or losses on sales of businesses.
The Company defines special items as significant non-recurring or non-operational charges or credits, including restructuring charges or credits, gains or losses on the sale of accounts receivable, strike related costs, goodwill and long-lived asset impairments, debt extinguishment charges, pension remeasurement gains and losses, other postretirement/pension curtailment and settlement gains and losses, and gains or losses on sales of businesses.
At December 29, 2024, our defined benefit pension plans were approximately 92% funded in accordance with generally accepted accounting principles, and were remeasured at that date using a 5.85% discount rate to measure the projected benefit obligation.
At December 28, 2025, our defined benefit pension plans were approximately 86% funded in accordance with U.S. GAAP, and were remeasured at that date using a 5.90% discount rate to measure the projected benefit obligation.
Commercial aerospace products have been the main source of sales and EBITDA growth for HPMC over the last several years and are expected to continue to drive HPMC and overall ATI results in the future. HPMC has also experienced growth in defense products, which comprise almost 10% of 20 total sales. Other core markets include medical and specialty energy.
Commercial aerospace products have been the main source of sales and EBITDA growth for HPMC over the last several years and are expected to continue to drive HPMC and overall ATI results in the future. HPMC has also experienced strong growth in defense products, with fiscal year 2025 sales growth of 24%.
The effect of increasing, or lowering, the expected return on pension plan investments by 0.25% would result in additional pre-tax annual income, or expense, of approximately $1 million.
This produces the expected return on plan assets that is included in annual pension expense for the current year. The actual returns on pension plan assets for fiscal year 2025 was 5.9%. The effect of increasing, or lowering, the expected return on pension plan investments by 0.25% would result in additional pre-tax annual income, or expense, of approximately $1 million.
The ABL credit facility, which matures in September 2027, includes a $600 million revolving credit facility, a letter of credit sub-facility of up to $200 million, a $200 million term loan (ABL Term Loan), and a swing loan facility of up to $60 million.
This amendment extended the facility through June 2030. The amended ABL includes a $600 million revolving credit facility, a letter of credit sub-facility of up to $200 million, a $200 million term loan (Term Loan), and a swing loan facility of up to $60 million.
There were average revolving credit borrowings of $13 million bearing an average annual interest rate of 6.5% under the ABL during fiscal year 2023. The ABL Term Loan has an interest rate of 2.0% above adjusted Secured Overnight Financing Rate (SOFR).
There were no revolving credit borrowings under the ABL during fiscal year 2024. The ABL Term Loan and Delayed-Draw Term Loan have an interest rate of 2.0% above the adjusted Secured Overnight Financing Rate (SOFR).
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Certain statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are forward-looking statements. Actual results or performance could differ materially from those encompassed within such forward-looking statements as a result of various factors, including those described below.
The MD&A includes certain statements that are forward-looking statements. Actual results or performance could differ materially from those encompassed within such forward-looking statements as a result of various factors, including those described below.
Fiscal Year 2024 2023 Nickel-based alloys and specialty alloys 45 % 49 % Precision forgings, castings and components 19 % 17 % Titanium and titanium-based alloys 18 % 17 % PRS products 9 % 10 % Zirconium and related alloys 9 % 7 % Total 100 % 100 % Sales by geographic area and as a percentage of total sales, were as follows: (In millions) Fiscal Year 2024 2023 United States $ 2,525.2 58 % $ 2,250.8 54 % Europe 1,062.4 24 % 1,051.0 25 % Asia 508.6 12 % 591.9 14 % Canada 116.2 3 % 111.0 3 % Other 149.7 3 % 169.0 4 % Total sales $ 4,362.1 100 % $ 4,173.7 100 % Information with respect to our business segments follows.
Fiscal Year 2025 2024 Nickel-based alloys and specialty alloys 46 % 45 % Precision forgings, castings and components 22 % 19 % Titanium and titanium-based alloys 18 % 18 % Zirconium and related alloys 9 % 9 % PRS products 5 % 9 % Total 100 % 100 % Sales by geographic area and as a percentage of total sales, were as follows: 22 (In millions) Fiscal Year 2025 2024 United States $ 2,639.8 57 % $ 2,525.2 58 % Europe 1,024.1 22 % 1,062.4 24 % Asia 537.6 12 % 508.6 12 % Canada 169.5 4 % 116.2 3 % Other 216.4 5 % 149.7 3 % Total sales $ 4,587.4 100 % $ 4,362.1 100 % Gross Profit Fiscal year 2025 gross profit was $1,007.0 million, or 22.0% of sales, a $108.8 million increase compared to fiscal year 2024.
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.
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.
Comparative information for HPMC’s major product categories based on their percentages of the segment’s overall revenue is as follows: Fiscal Year 2024 2023 Nickel-based alloys and specialty alloys 41 % 44 % Precision forgings, castings and components 36 % 33 % Titanium and titanium-based alloys 23 % 22 % PRS products — % 1 % Total 100 % 100 % HPMC segment EBITDA for fiscal year 2024 increased 6% to $461.4 million, or 20.3% of sales, compared to $433.6 million, or 20.5% of sales, in fiscal year 2023.
As the number of aircraft in service and flight activity increases, the need for our materials associated with engine refurbishment is expected to increase. 26 Comparative information for HPMC’s major product categories based on their percentages of the segment’s overall revenue is as follows: Fiscal Year 2025 2024 Nickel-based alloys and specialty alloys 43 % 41 % Precision forgings, castings and components 40 % 36 % Titanium and titanium-based alloys 17 % 23 % Total 100 % 100 % HPMC Segment EBITDA for fiscal year 2025 increased 25% to $575.8 million, or 23.6% of sales, compared to $461.4 million, or 20.3% of sales, in fiscal year 2024.
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. 32 Our Debt to Adjusted EBITDA Leverage Ratio and Net Debt to Adjusted EBITDA Leverage ratio improved in fiscal year 2024 compared to fiscal year 2023, resulting from higher earnings and lower debt as a result of the redemption of the 2025 Convertible Notes.
Our Debt to Adjusted EBITDA Leverage Ratio and Net Debt to Adjusted EBITDA Leverage ratio improved in fiscal year 2025 compared to fiscal year 2024, resulting from higher earnings and lower debt as a result of the redemption of the 2025 debentures.
However, we actively manage our working capital to allow for the required flexibility to meet our strategic objectives. Other significant fiscal year 2024 operating cash flow items included payment of 2023 annual incentive compensation. Other significant fiscal year 2023 operating cash flow items included payment of 2022 annual incentive compensation.
Working capital balances, and consequently cash from operations, can fluctuate throughout any operating period based upon the timing of receipts from customers and payments to vendors. However, we actively manage our working capital to allow for the required flexibility to meet our strategic objectives. Other significant fiscal year 2025 operating cash flow items included payment of 2024 annual incentive compensation.
At December 29, 2024, cash and cash equivalents on hand totaled $721.2 million, a $22.7 million increase from fiscal year-end 2023. Cash and cash equivalents held by our foreign subsidiaries was $210.8 million at December 29, 2024, of which $100.9 million was held by our PRS joint venture in China.
At December 28, 2025, cash and cash equivalents on hand totaled $416.7 million, a $304.5 million decrease from fiscal year-end 2024. Cash and cash equivalents held by our foreign subsidiaries was $183.7 million at December 28, 2025, of which $97.6 million was held by our PRS joint venture in China.
Industrial markets sales declined by 23%. 26 Comparative information for our HPMC segment revenues by market, the respective percentages of overall segment revenues for the fiscal years 2024 and 2023, and the percentage change in revenues by market for fiscal year 2024 is as follows: (In millions) Fiscal Year Market 2024 2023 Change Aerospace & Defense: Jet Engines- Commercial $ 1,365.4 60 % $ 1,255.3 59 % $ 110.1 9 % Airframes- Commercial 369.7 16 % 350.6 17 % 19.1 5 % Defense 224.8 10 % 181.0 8 % 43.8 24 % Total Aerospace & Defense 1,959.9 86 % 1,786.9 84 % 173.0 10 % Medical 115.5 5 % 102.6 5 % 12.9 13 % Specialty Energy 96.8 4 % 93.9 4 % 2.9 3 % Electronics 3.0 — % 3.1 — % (0.1) (3) % Other Core Markets 215.3 9 % 199.6 9 % 15.7 8 % Core End Markets 2,175.2 95 % 1,986.5 93 % 188.7 9 % Construction/Mining 26.3 1 % 35.0 2 % (8.7) (25) % Automotive 15.2 1 % 24.6 1 % (9.4) (38) % Conventional Energy 9.8 1 % 10.6 1 % (0.8) (8) % Other 52.0 2 % 63.5 3 % (11.5) (18) % Industrial Markets 103.3 5 % 133.7 7 % (30.4) (23) % Total $ 2,278.5 100 % $ 2,120.2 100 % $ 158.3 8 % We utilize LTAs for our specialty materials, including powders, parts and components, with certain of our customers, including several aerospace market OEMs, to reduce their supply uncertainty.
These increases were partially offset by lower sales to the medical, specialty energy, and other industrial end markets. 25 Comparative information for our HPMC segment revenues by market, the respective percentages of overall segment revenues for the fiscal years 2025 and 2024, and the percentage change in revenues by market for fiscal year 2025 is as follows: (In millions) Fiscal Year Market 2025 2024 Change Aerospace & Defense: Jet Engines- Commercial $ 1,649.6 68 % $ 1,365.4 60 % $ 284.2 21 % Airframes- Commercial 312.1 13 % 369.7 16 % (57.6) (16) % Defense 277.7 11 % 224.8 10 % 52.9 24 % Total Aerospace & Defense 2,239.4 92 % 1,959.9 86 % 279.5 14 % Other Markets: Specialty Energy 75.8 3 % 96.8 4 % (21.0) (22) % Medical 55.2 2 % 115.5 5 % (60.3) (52) % Electronics — — % 3.0 — % (3.0) (100) % Construction/Mining 27.7 1 % 26.3 1 % 1.4 5 % Automotive 6.5 1 % 15.2 1 % (8.7) (57) % Conventional Energy 6.1 — % 9.8 1 % (3.7) (38) % Other 31.0 1 % 52.0 2 % (21.0) (40) % Total Other Markets 202.3 8 % 318.6 14 % (116.3) (37) % Total $ 2,441.7 100 % $ 2,278.5 100 % $ 163.2 7 % We utilize LTAs for our specialty materials, including powders, parts and components, with certain of our customers, including several aerospace market OEMs, to reduce their supply uncertainty.
We used current market prices as of December 29, 2024, for raw material obligations with variable pricing. (F) We have various contractual obligations that extend through fiscal year 2030 for services involving production facilities, information technology services and administrative operations.
We used current market prices as of December 28, 2025, for raw material obligations with variable pricing. (F) We have various contractual obligations that extend through fiscal year 2031 for services involving production facilities, information technology services and administrative operations. Our purchase obligation as disclosed represents the estimated termination fees payable if we were to exit these contracts.
Assumed health care cost trend rates can have a significant effect on the benefit obligation for health care plans, however, the Company’s contributions for most of its retiree health plans are capped based on a fixed premium amount, which limits the impact of future health care cost increases.
Assumed health care cost trend rates can have a significant effect on the benefit obligation for health care plans, however, the Company’s contributions for most of its retiree health plans are capped based on a fixed premium amount, which limits the impact of future health care cost increases. 36 Forward-Looking Statements From time-to-time, the Company has made and may continue to make “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
Full fiscal year 2024 AA&S sales increased 2% due to an 11% increase in aerospace & defense sales, a 47% increase in medical market sales and a 22% increase in electronics market sales partially offset by continued softness in certain general industrial end markets, particularly conventional energy.
Full fiscal year 2025 AA&S sales increased 3% due to a 15% increase in aerospace & defense sales and a 10% increase in conventional energy market sales partially offset by softness in other certain other markets, including specialty energy, medical and electronics.
Results of Operations Fiscal Year 2024 Compared to Fiscal Year 2023 Fiscal year 2024 sales increased $188.4 million to $4.4 billion compared to fiscal year 2023, primarily due to increased demand for next generation commercial engine products and for defense applications and commercial airframes.
Results of Operations Fiscal Year 2025 Compared to Fiscal Year 2024 Sales Fiscal year 2025 sales increased $225.3 million to $4.6 billion compared to fiscal year 2024, primarily due to increased demand for commercial jet engine products and defense applications. Total sales to the aerospace & defense markets increased by 14% compared to fiscal year 2024.
Cash used in investing activities was $159.6 million in fiscal year 2024, reflecting $239.1 million in capital expenditures to grow our capacity and capabilities with a focus on core markets, including aerospace & defense.
We expect to fund our capital expenditures with cash on hand, cash flow generated from our operations and, if needed, by using a portion of the ABL credit facility. Cash used in investing activities was $159.6 million in fiscal year 2024, reflecting $239.1 million in capital expenditures to grow our capacity and capabilities with a focus on aerospace & defense.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

13 edited+2 added−1 removed11 unchanged
Biggest changeWe 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. In addition, we may also hedge forecasted capital expenditures and designate cash balances held in foreign currencies as hedges of forecasted foreign currency transactions.
Biggest changeForeign 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.
We monitor the third-party financial institutions that are our counterparty 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 ATI’s credit risk.
We monitor the third-party financial institutions that 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 ATI’s credit risk.
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 38 approaches to minimize any material adverse effect on our financial condition or results of operations from volatile energy 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 financial condition or results of operations from volatile energy prices.
ATI previously maintained a $50 million floating-for-fixed interest rate swap which converted a portion of the ABL Term Loan to a 4.21% fixed rate that matured during the quarter ended June 30, 2024. There are no outstanding derivative interest rate contracts at December 29, 2024. Volatility of Energy Prices.
ATI previously maintained a $50 million floating-for-fixed interest rate swap which converted a portion of the ABL Term Loan to a 4.21% fixed rate that matured during the quarter ended June 30, 2024. There are no outstanding derivative interest rate contracts at December 28, 2025. Volatility of Energy Prices.
For example, in fiscal year 2024 we used approximately 70 million pounds of nickel; therefore a hypothetical change of $1.00 per pound in nickel prices would result in increased costs of approximately $70 million.
For example, in fiscal year 2025 we used approximately 70 million pounds of nickel; therefore a hypothetical change of $1.00 per pound in nickel prices would result in increased costs of approximately $70 million.
These approaches include incorporating an energy surcharge on many of our products and using financial derivatives or physical hedges to reduce exposure to energy price volatility. At December 29, 2024, the outstanding financial derivatives used to hedge our exposure to energy cost volatility included natural gas hedges.
These approaches include incorporating an energy surcharge on many of our products and using financial derivatives or physical hedges to reduce exposure to energy price volatility. At December 28, 2025, the outstanding financial derivatives used to hedge our exposure to energy cost volatility included natural gas hedges.
Changes in the fair value of these foreign exchange contract derivatives not designated as hedging instruments are recorded in cost of sales or selling, general and administrative expenses on the consolidated statement of operations, and we recognized $2.2 million of expense, net, for settled foreign currency forward contracts that were not designated as hedges during the fiscal year ended December 29, 2024, which offset foreign currency gains/losses in the relevant currency.
Changes in the fair value of these foreign exchange contract derivatives not designated as hedging instruments are recorded in cost of sales or selling, general and administrative expenses on the consolidated statement of operations, and we recognized $2.6 million of income and $2.2 million of expense, net, for settled foreign currency forward contracts that were not designated as hedges during the fiscal years ended December 28, 2025 and December 29, 2024, respectively, which offset foreign currency gains/losses in the relevant currency.
At December 29, 2024, the net mark-to-market valuation of the outstanding natural gas hedges was an unrealized pre-tax loss of $0.1 million, comprised of $0.8 million in prepaid expenses and other current assets, $0.9 million in other long-term assets, $1.7 million in other current liabilities and $0.1 million in other long-term liabilities on the balance sheet.
At December 28, 2025, the net mark-to-market valuation of the outstanding natural gas hedges was an unrealized pre-tax loss of $0.6 million, comprised of $1.0 million in prepaid expenses and other current assets, $0.1 million in other long-term assets, $1.3 million in other current liabilities and $0.4 million in other long-term liabilities on the balance sheet.
For the year ended December 29, 2024, the effects of natural gas hedging activity increased cost of sales by $8.0 million. Volatility of Raw Material Prices.
For the year ended December 28, 2025, the effects of natural gas hedging activity increased cost of sales by $0.4 million. Volatility of Raw Material Prices.
At December 29, 2024, we hedged approximately 75% of our annual forecasted domestic requirements for natural gas for fiscal year 2025 and approximately 35% for fiscal year 2026.
At December 28, 2025, we hedged approximately 65% of our annual forecasted domestic requirements for natural gas for fiscal year 2026 and approximately 25% for fiscal year 2027.
We have no significant outstanding hedges that are not designated as of December 29, 2024. 39
We have no significant outstanding hedges that are not designated as of December 28, 2025. 38
However, as of December 29, 2024, we had entered into financial hedging arrangements, primarily at the request of our customers, related to firm orders, for an aggregate amount of approximately 4 million pounds of nickel with hedge dates through fiscal year 2027. The aggregate notional amount hedged is approximately 5% of a single year’s estimated nickel raw material purchase requirements.
However, as of December 28, 2025, we had entered into financial hedging arrangements, primarily at the request of our customers, related to firm orders, for an aggregate amount of approximately 2 million pounds of nickel with hedge dates through fiscal year 2027.
At December 29, 2024, the net mark-to-market valuation of our outstanding raw material hedges was an unrealized pre-tax loss of $4.2 million, comprised of $4.2 million in other current 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.
At December 28, 2025, the net mark-to-market valuation of our outstanding raw material hedges was an unrealized pre-tax gain of $0.5 million, comprised of $0.6 million in prepaid expenses and other current assets and $0.1 million in other current liabilities on the balance sheet. Foreign Currency Risk.
Removed
At December 29, 2024, we had no significant outstanding foreign currency forward contracts.
Added
The aggregate 37 notional amount hedged is less than 5% of a single year’s estimated nickel raw material purchase requirements.
Added
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 December 28, 2025, we had no significant outstanding foreign currency forward contracts.

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