ATI INC 10-Q

Item 1. Financial Statements ATI Inc. and Subsidiaries Consolidated Balance Sheets (In millions, except share and per share amounts) (Current period unaudited) June 30, 2023 December 31, 2022 ASSETS Current Assets: Cash and cash equivalents $ 267.1 $ 584.0 Accounts receivable, net 710.1 579.2 Short-term contract assets 51.8 64.1 Inventories, net 1,380.4 1,195.7 Prepaid expenses and other current assets 49.2 53.4 Total Current Assets 2,458.6 2,476.4 Property, plant and equipment, net 1,568.1 1,549.1 Goodwill 227.2 227.2 Other assets 180.8 192.9 Total Assets $ 4,434.7 $ 4,445.6 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ 467.7 $ 553.3 Short-term contract liabilities 137.8 149.1 Short-term debt and current portion of long-term debt 73.9 41.7 Other current liabilities 218.1 219.8 Total Current Liabilities 897.5 963.9 Long-term debt 1,699.9 1,706.3 Accrued postretirement benefits 176.7 184.9 Pension liabilities 172.0 225.6 Other long-term liabilities 179.4 207.7 Total Liabilities 3,125.5 3,288.4 Equity: ATI Stockholders’ Equity: Preferred stock, par value $ 0.10 : authorized- 50,000,000 shares; issued- none — — Common stock, par value $ 0.10 : authorized- 500,000,000 shares; issued- 132,268,866 shares at June 30, 2023 and 131,392,262 shares at December 31, 2022; outstanding- 128,584,727 shares at June 30, 2023 and 128,273,042 shares at December 31, 2022 13.2 13.1 Additional paid-in capital 1,682.0 1,668.1 Retained earnings 323.0 176.9 Treasury stock: 3,684,139 shares at June 30, 2023 and 3,119,220 shares at December 31, 2022 ( 107.9 ) ( 87.0 ) Accumulated other comprehensive loss, net of tax ( 716.3 ) ( 725.2 ) Total ATI stockholders’ equity 1,194.0 1,045.9 Noncontrolling interests 115.2 111.3 Total Equity 1,309.2 1,157.2 Total Liabilities and Equity $ 4,434.7 $ 4,445.6 The accompanying notes are an integral part of these statements. 1 ATI Inc. and Subsidiaries Consolidated Statements of Operations (In millions, except per share amounts) (Unaudited) Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Sales $ 1,046.0 $ 959.5 $ 2,084.1 $ 1,793.6 Cost of sales 836.9 784.2 1,681.8 1,448.9 Gross profit 209.1 175.3 402.3 344.7 Selling and administrative expenses 85.4 72.3 166.0 147.5 Restructuring charges (credits) 2.7 ( 1.3 ) 2.7 ( 2.4 ) Loss on asset sales and sales of businesses, net 0.7 115.9 0.7 134.2 Operating income (loss) 120.3 ( 11.6 ) 232.9 65.4 Nonoperating retirement benefit expense ( 16.9 ) ( 6.6 ) ( 33.7 ) ( 12.4 ) Interest expense, net ( 21.3 ) ( 23.4 ) ( 41.2 ) ( 47.0 ) Other income, net 0.7 10.7 1.3 3.2 Income (loss) before income taxes 82.8 ( 30.9 ) 159.3 9.2 Income tax provision 3.7 3.4 8.0 8.3 Net income (loss) 79.1 ( 34.3 ) 151.3 0.9 Less: Net income attributable to noncontrolling interests 3.1 3.7 5.2 8.0 Net income (loss) attributable to ATI $ 76.0 $ ( 38.0 ) $ 146.1 $ ( 7.1 ) Basic net income (loss) attributable to ATI per common share $ 0.59 $ ( 0.31 ) $ 1.14 $ ( 0.06 ) Diluted net income (loss) attributable to ATI per common share $ 0.52 $ ( 0.31 ) $ 1.01 $ ( 0.06 ) The accompanying notes are an integral part of these statements. 2 ATI Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) (In millions) (Unaudited) Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Net income (loss) $ 79.1 $ ( 34.3 ) $ 151.3 $ 0.9 Currency translation adjustment Unrealized net change arising during the period ( 8.1 ) ( 22.4 ) ( 4.8 ) ( 29.2 ) Reclassification adjustment included in net income (loss) — 20.0 — 20.0 Total ( 8.1 ) ( 2.4 ) ( 4.8 ) ( 9.2 ) Derivatives Net derivatives gain (loss) on hedge transactions ( 2.4 ) 16.1 ( 17.4 ) 40.7 Reclassification to net income (loss) of net realized loss (gain) 3.8 ( 20.4 ) ( 1.7 ) ( 25.4 ) Income taxes on derivative transactions — — — — Total 1.4 ( 4.3 ) ( 19.1 ) 15.3 Postretirement benefit plans Actuarial loss Amortization of net actuarial loss 15.9 19.2 31.8 38.5 Prior service cost Amortization to net income (loss) of net prior service credits ( 0.2 ) ( 0.1 ) ( 0.3 ) ( 0.3 ) Settlement loss included in net income (loss) — 29.5 — 29.5 Income taxes on postretirement benefit plans — — — — Total 15.7 48.6 31.5 67.7 Other comprehensive income, net of tax 9.0 41.9 7.6 73.8 Comprehensive income 88.1 7.6 158.9 74.7 Less: Comprehensive income (loss) attributable to noncontrolling interests ( 2.6 ) ( 6.0 ) 3.9 ( 1.0 ) Comprehensive income attributable to ATI $ 90.7 $ 13.6 $ 155.0 $ 75.7 The accompanying notes are an integral part of these statements. 3 ATI Inc. and Subsidiaries Consolidated Statements of Cash Flows (In millions) (Unaudited) Six months ended June 30, 2023 2022 Operating Activities: Net income $ 151.3 $ 0.9 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 71.0 71.5 Share-based compensation 14.1 14.5 Deferred taxes 0.6 ( 0.2 ) Net gains from disposal of property, plant and equipment ( 0.3 ) ( 1.0 ) Loss on sales of businesses 0.6 141.0 Changes in operating assets and liabilities: Inventories ( 184.7 ) ( 265.9 ) Accounts receivable ( 131.2 ) ( 173.3 ) Accounts payable ( 66.3 ) 62.6 Retirement benefits ( 29.7 ) 1.0 Accrued liabilities and other ( 42.5 ) ( 73.5 ) Cash used in operating activities ( 217.1 ) ( 222.4 ) Investing Activities: Purchases of property, plant and equipment ( 103.3 ) ( 54.8 ) Proceeds from disposal of property, plant and equipment 1.6 1.0 Transaction costs from sales of businesses, net of proceeds ( 0.3 ) ( 2.8 ) Other 1.2 0.9 Cash used in investing activities ( 100.8 ) ( 55.7 ) Financing Activities: Payments on long-term debt and finance leases ( 11.3 ) ( 11.6 ) Net borrowings (payments) under credit facilities 33.2 ( 13.4 ) Purchase of treasury stock ( 10.1 ) ( 89.9 ) Sale of noncontrolling interests — 0.9 Dividends paid to noncontrolling interests — ( 16.0 ) Shares repurchased for income tax withholding on share-based compensation and other ( 10.8 ) ( 5.6 ) Cash provided by (used in) financing activities 1.0 ( 135.6 ) Decrease in cash and cash equivalents ( 316.9 ) ( 413.7 ) Cash and cash equivalents at beginning of period 584.0 687.7 Cash and cash equivalents at end of period $ 267.1 $ 274.0 The accompanying notes are an integral part of these statements. 4 ATI Inc. and Subsidiaries Statements of Changes in Consolidated Equity (In millions) (Unaudited) ATI Stockholders Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Non- controlling Interests Total Equity Balance, March 31, 2022 $ 12.8 $ 1,602.5 $ 103.6 $ ( 99.7 ) $ ( 960.5 ) $ 137.0 $ 795.7 Net income (loss) — — ( 38.0 ) — — 3.7 ( 34.3 ) Other comprehensive income (loss) — — — — 51.6 ( 9.7 ) 41.9 Conversion of convertible notes 0.3 45.4 ( 26.7 ) 63.5 — — 82.5 Employee stock plans — 8.7 — ( 0.6 ) — — 8.1 Balance, June 30, 2022 $ 13.1 $ 1,656.6 $ 38.9 $ ( 36.8 ) $ ( 908.9 ) $ 131.0 $ 893.9 Balance, March 31, 2023 $ 13.2 $ 1,675.1 $ 247.0 $ ( 107.8 ) $ ( 731.0 ) $ 117.8 $ 1,214.3 Net income — — 76.0 — — 3.1 79.1 Other comprehensive income (loss) — — — — 14.7 ( 5.7 ) 9.0 Employee stock plans — 6.9 — ( 0.1 ) — — 6.8 Balance, June 30, 2023 $ 13.2 $ 1,682.0 $ 323.0 $ ( 107.9 ) $ ( 716.3 ) $ 115.2 $ 1,309.2 ATI Stockholders Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Non- controlling Interests Total Equity Balance, December 31, 2021 $ 12.7 $ 1,596.7 $ 72.7 $ ( 4.8 ) $ ( 991.7 ) $ 147.1 $ 832.7 Net income (loss) — — ( 7.1 ) — — 8.0 0.9 Other comprehensive income (loss) — — — 82.8 ( 9.0 ) 73.8 Purchase of treasury stock — — — ( 89.9 ) — — ( 89.9 ) Conversion of convertible notes 0.3 45.4 ( 26.7 ) 63.5 — — 82.5 Dividends paid to noncontrolling interest — — — — — ( 16.0 ) ( 16.0 ) Sales of subsidiary shares to noncontrolling interest — — — — — 0.9 0.9 Employee stock plans 0.1 14.5 — ( 5.6 ) — — 9.0 Balance, June 30, 2022 $ 13.1 $ 1,656.6 $ 38.9 $ ( 36.8 ) $ ( 908.9 ) $ 131.0 $ 893.9 Balance, December 31, 2022 $ 13.1 $ 1,668.1 $ 176.9 $ ( 87.0 ) $ ( 725.2 ) $ 111.3 $ 1,157.2 Net income — — 146.1 — — 5.2 151.3 Other comprehensive income (loss) — — — — 8.9 ( 1.3 ) 7.6 Purchase of treasury stock — — — ( 10.1 ) — — ( 10.1 ) Employee stock plans 0.1 13.9 — ( 10.8 ) — — 3.2 Balance, June 30, 2023 $ 13.2 $ 1,682.0 $ 323.0 $ ( 107.9 ) $ ( 716.3 ) $ 115.2 $ 1,309.2 The accompanying notes are an integral part of these statements. 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Unaudited Note 1. Accounting Policies The interim consolidated financial statements include the accounts of ATI Inc. and its subsidiaries. Unless the context requires otherwise, “ATI” and “the Company” refer to ATI Inc. and its subsidiaries. These unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles for complete financial statements. In management’s opinion, all adjustments (which include only normal recurring adjustments) considered necessary for a fair presentation have been included. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2022 Annual Report on Form 10-K. The results of operations for these interim periods are not necessarily indicative of the operating results for any future period. The December 31, 2022 financial information has been derived from the Company’s audited consolidated financial statements. New Accounting Pronouncements Adopted In September 2022, the Financial Accounting Standards Board (FASB) issued new accounting guidance related to disclosures about supplier finance programs. Supplier finance programs allow a buyer to offer its suppliers the option for access to payment in advance of an invoice due date, which is paid by a third-party finance provider or intermediary on the basis of invoices that the buyer has confirmed as valid. This new guidance requires a buyer in a supplier finance program to disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude, using both qualitative and quantitative information about its supplier finance programs. This new guidance, with the exception of disclosures on rollforward information, is effective for the Company in fiscal year 2023. The Company adopted this new accounting guidance effective January 1, 2023. The rollforward information disclosures are effective for the Company in fiscal year 2024, with early adoption permitted. The Company did not early adopt this guidance. The adoption of these changes did not have an impact on the Company’s consolidated financial statements other than disclosure requirements which are included in Note 6. 6 Note 2. Revenue from Contracts with Customers Disaggregation of Revenue The Company operates in two business segments: High Performance Materials & Components (HPMC) and Advanced Alloys & Solutions (AA&S). Revenue is disaggregated within these two business segments by diversified global markets, primary geographical markets and diversified products. Comparative information regarding the Company’s overall revenues (in millions) by global and geographical markets for the second quarters and six months ended June 30, 2023 and 2022 is included in the following tables. (in millions) Second quarter ended June 30, 2023 June 30, 2022 HPMC AA&S Total HPMC AA&S Total Diversified Global Markets: Aerospace & Defense: Jet Engines- Commercial $ 319.2 $ 21.7 $ 340.9 $ 231.4 $ 17.3 $ 248.7 Airframes- Commercial 67.0 97.2 164.2 43.9 62.2 106.1 Defense 50.0 51.7 101.7 40.7 40.9 81.6 Total Aerospace & Defense 436.2 170.6 606.8 316.0 120.4 436.4 Energy: Oil & Gas 3.7 107.6 111.3 8.1 117.1 125.2 Specialty Energy 29.9 38.3 68.2 31.5 43.6 75.1 Total Energy 33.6 145.9 179.5 39.6 160.7 200.3 Automotive 6.0 46.8 52.8 2.3 73.2 75.5 Construction/Mining 11.0 37.4 48.4 7.9 32.0 39.9 Medical 24.3 17.6 41.9 16.8 22.7 39.5 Electronics 0.7 35.3 36.0 0.7 48.7 49.4 Food Equipment & Appliances — 20.9 20.9 — 62.7 62.7 Other 15.3 44.4 59.7 12.8 43.0 55.8 Total $ 527.1 $ 518.9 $ 1,046.0 $ 396.1 $ 563.4 $ 959.5 (in millions) Six months ended June 30, 2023 June 30, 2022 HPMC AA&S Total HPMC AA&S Total Diversified Global Markets: Aerospace & Defense: Jet Engines- Commercial $ 601.7 $ 50.1 $ 651.8 $ 410.4 $ 34.9 $ 445.3 Airframes- Commercial 138.0 196.1 334.1 81.1 118.7 199.8 Defense 91.9 104.7 196.6 82.1 76.0 158.1 Total Aerospace & Defense 831.6 350.9 1,182.5 573.6 229.6 803.2 Energy: Oil & Gas 6.1 232.7 238.8 25.2 203.1 228.3 Specialty Energy 54.8 96.1 150.9 61.6 70.1 131.7 Total Energy 60.9 328.8 389.7 86.8 273.2 360.0 Automotive 12.3 99.9 112.2 5.2 161.3 166.5 Construction/Mining 19.2 69.6 88.8 16.3 75.6 91.9 Medical 41.8 35.1 76.9 30.0 45.7 75.7 Electronics 1.2 69.2 70.4 1.2 99.8 101.0 Food Equipment & Appliances — 42.4 42.4 — 96.7 96.7 Other 31.2 90.0 121.2 24.6 74.0 98.6 Total $ 998.2 $ 1,085.9 $ 2,084.1 $ 737.7 $ 1,055.9 $ 1,793.6 7 (in millions) Second quarter ended June 30, 2023 June 30, 2022 HPMC AA&S Total HPMC AA&S Total Primary Geographical Market: United States $ 222.0 $ 346.3 $ 568.3 $ 179.8 $ 388.8 $ 568.6 Europe 207.8 43.6 251.4 135.0 48.8 183.8 Asia 51.0 103.5 154.5 50.5 104.4 154.9 Canada 16.6 13.3 29.9 12.7 11.7 24.4 South America, Middle East and other 29.7 12.2 41.9 18.1 9.7 27.8 Total $ 527.1 $ 518.9 $ 1,046.0 $ 396.1 $ 563.4 $ 959.5 (in millions) Six months ended June 30, 2023 June 30, 2022 HPMC AA&S Total HPMC AA&S Total Primary Geographical Market: United States $ 418.5 $ 738.1 $ 1,156.6 $ 336.2 $ 710.1 $ 1,046.3 Europe 402.0 88.0 490.0 256.3 87.4 343.7 Asia 95.0 213.0 308.0 94.7 219.5 314.2 Canada 28.6 24.5 53.1 23.0 20.4 43.4 South America, Middle East and other 54.1 22.3 76.4 27.5 18.5 46.0 Total $ 998.2 $ 1,085.9 $ 2,084.1 $ 737.7 $ 1,055.9 $ 1,793.6 Comparative information regarding the Company’s major products based on their percentages of sales is included in the following table. Hot-Rolling and Processing Facility (HRPF) conversion service sales in the AA&S segment are excluded from this presentation. Second quarter ended June 30, 2023 June 30, 2022 HPMC AA&S Total HPMC AA&S Total Diversified Products and Services: Nickel-based alloys and specialty alloys 49 % 55 % 52 % 48 % 55 % 52 % Precision forgings, castings and components 33 % — % 17 % 35 % — % 15 % Titanium and titanium-based alloys 17 % 11 % 14 % 17 % 6 % 11 % Precision rolled strip products 1 % 18 % 9 % — % 24 % 14 % Zirconium and related alloys — % 16 % 8 % — % 15 % 8 % Total 100 % 100 % 100 % 100 % 100 % 100 % Six months ended June 30, 2023 June 30, 2022 HPMC AA&S Total HPMC AA&S Total Diversified Products and Services: Nickel-based alloys and specialty alloys 47 % 57 % 52 % 48 % 54 % 51 % Precision forgings, castings and components 33 % — % 16 % 35 % — % 15 % Titanium and titanium-based alloys 19 % 10 % 14 % 17 % 6 % 10 % Precision rolled strip products 1 % 18 % 10 % — % 26 % 15 % Zirconium and related alloys — % 15 % 8 % — % 14 % 9 % Total 100 % 100 % 100 % 100 % 100 % 100 % The Company maintained a backlog of confirmed orders totaling $ 3.5 billion and $ 2.6 billion at June 30, 2023 and 2022, respectively. Due to the structure of the Company’s long-term agreements, approximately 70 % of this backlog at June 30, 2023 represented booked orders with performance obligations that will be satisfied within the next 12 months. The backlog does not reflect any elements of variable consideration. 8 Contract balances As of June 30, 2023 and December 31, 2022, accounts receivable with customers were $ 717.2 million and $ 586.9 million, respectively. The following represents the rollforward of accounts receivable - reserve for doubtful accounts and contract assets and liabilities for the six months ended June 30, 2023 and 2022: (in millions) Accounts Receivable - Reserve for Doubtful Accounts June 30, 2023 June 30, 2022 Balance as of beginning of fiscal year $ 7.7 $ 3.8 Expense to increase the reserve 0.2 0.4 Write-off of uncollectible accounts ( 0.8 ) ( 0.3 ) Balance as of period end $ 7.1 $ 3.9 (in millions) Contract Assets Short-term June 30, 2023 June 30, 2022 Balance as of beginning of fiscal year $ 64.1 $ 53.9 Recognized in current year 41.1 35.3 Reclassified to accounts receivable ( 53.4 ) ( 34.9 ) Balance as of period end $ 51.8 $ 54.3 (in millions) Contract Liabilities Short-term June 30, 2023 June 30, 2022 Balance as of beginning of fiscal year $ 149.1 $ 116.2 Recognized in current year 58.8 59.6 Amounts in beginning balance reclassified to revenue ( 69.4 ) ( 54.9 ) Current year amounts reclassified to revenue ( 22.9 ) ( 13.4 ) Other ( 0.1 ) 1.5 Reclassification to/from long-term and contract asset 22.3 16.7 Balance as of period end $ 137.8 $ 125.7 Long-term (a) June 30, 2023 June 30, 2022 Balance as of beginning of fiscal year $ 66.8 $ 84.4 Recognized in current year 0.9 7.5 Reclassification to/from short-term ( 22.3 ) ( 16.7 ) Balance as of period end $ 45.4 $ 75.2 (a) Long-term contract liabilities are included in Other long-term liabilities on the consolidated balance sheets. Contract costs for obtaining and fulfilling a contract were $ 7.4 million and $ 7.3 million as of June 30, 2023 and December 31, 2022, respectively, and are reported in other long-term assets on the consolidated balance sheet. Contract cost amortization expense for the three and six months ended June 30, 2023 was $ 0.4 million and $ 0.7 million, respectively. Contract cost amortization expense for the three and six months ended June 30, 2022 was $ 0.3 million and $ 0.5 million, respectively. 9 Note 3. Inventories Inventories at June 30, 2023 and December 31, 2022 were as follows (in millions): June 30, 2023 December 31, 2022 Raw materials and supplies $ 259.2 $ 213.6 Work-in-process 1,070.0 941.1 Finished goods 139.8 111.9 1,469.0 1,266.6 Inventory valuation reserves ( 88.6 ) ( 70.9 ) Total inventories, net $ 1,380.4 $ 1,195.7 Inventories are stated at the lower of cost (first-in, first-out (FIFO) and average cost methods) or net realizable value. Note 4. Property, Plant and Equipment Property, plant and equipment at June 30, 2023 and December 31, 2022 was as follows (in millions): June 30, 2023 December 31, 2022 Land $ 32.3 $ 31.5 Buildings and leasehold improvements 651.3 601.6 Equipment 2,905.8 2,895.5 3,589.4 3,528.6 Accumulated depreciation and amortization ( 2,021.3 ) ( 1,979.5 ) Total property, plant and equipment, net $ 1,568.1 $ 1,549.1 The construction in progress portion of property, plant and equipment at June 30, 2023 was $ 298.8 million. Capital expenditures on the consolidated statement of cash flows for the six months ended June 30, 2023 exclude $ 19.3 million of incurred but unpaid capital expenditures that were included in property, plant and equipment and accrued at June 30, 2023. Note 5. Joint Ventures The financial results of majority-owned joint ventures are consolidated into the Company’s operating results and financial position, with the minority ownership interest recognized in the consolidated statements of operations as net income attributable to noncontrolling interests, and as equity attributable to the noncontrolling interests within total stockholders’ equity. Investments in which the Company exercises significant influence, but which it does not control (generally a 20% to 50% ownership interest), are accounted for under the equity method of accounting. Majority-Owned Joint Ventures STAL: The Company has a 60 % interest in the Chinese joint venture known as STAL. The remaining 40 % interest in STAL is owned by China Baowu Steel Group Corporation Limited, a state authorized investment company whose equity securities are publicly traded in the People’s Republic of China. STAL is part of ATI’s AA&S segment and manufactures Precision Rolled Strip stainless products mainly for the electronics and automotive markets located in Asia. Cash and cash equivalents held by STAL as of June 30, 2023 were $ 70.5 million. Next Gen Alloys LLC: The Company has a 51 % interest in Next Gen Alloys LLC, a joint venture with GE Aviation for the development of a new meltless titanium alloy powder manufacturing technology. Next Gen Alloys LLC funds its development activities through the sale of shares to the two joint venture partners, and in the first quarter of 2022 the Company received $ 0.9 million from sales of noncontrolling interests to its joint venture partner, which is reported as a financing activity on the consolidated statements of cash flows. Cash and cash equivalents held by this joint venture as of June 30, 2023 were $ 1.1 million. 10 Equity Method Joint Ventures A&T Stainless: The Company has a 50 % interest in A&T Stainless, a joint venture with an affiliate company of Tsingshan Group (Tsingshan) to produce 60-inch wide stainless sheet products for sale in North America. Tsingshan purchased its 50 % joint venture interest in A&T Stainless in 2018 for $ 17.5 million, of which $ 12.0 million was received by ATI through December 31, 2021 and the remaining $ 5.5 million was received in the fourth quarter of 2022. The A&T Stainless operations included the Company’s previously-idled direct roll and pickle (DRAP) facility in Midland, PA. ATI provided hot-rolling conversion services to A&T Stainless using the AA&S segment’s HRPF. ATI accounts for the A&T Stainless joint venture under the equity method of accounting. In March 2018, ATI filed for an exclusion from the Section 232 tariffs on behalf of A&T Stainless, which imports semi-finished stainless slab products from Indonesia. In April 2019, the Company learned that this exclusion request was denied by the United States Department of Commerce. ATI filed new requests on behalf of A&T Stainless for exclusion from the Section 232 tariffs in October 2019. These requests were denied by the United States Department of Commerce in the second quarter of 2020, and the 25% tariff remained in place. Due to repeated tariff exclusion denials, the DRAP facility was idled in an orderly shut down process that was completed in the third quarter of 2020. ATI’s share of A&T Stainless results were losses of $ 0.3 million and $ 0.8 million for the three and six months ended June 30, 2023, respectively and income of $ 9.5 million and $ 9.2 million for the three and six months ended June 30, 2022, respectively, which is included within other income/expense, net, on the consolidated statements of operations and in the AA&S segment’s operating results. ATI’s share of A&T Stainless results for the both the three and six months ended June 30, 2022 include $ 9.9 million for ATI’s share of the $ 19.7 million tariff refund and accrued interest recognized as income by the joint venture in the second quarter of 2022 resulting from a settlement agreement with the U.S. pursuant to which the U.S., without admitting liability, agreed to refund a substantial portion of the Section 232 tariffs previously paid by A&T Stainless. As of June 30, 2023 and December 31, 2022, ATI had net receivables for working capital advances and administrative services from A&T Stainless of $ 2.4 million and $ 3.2 million, respectively. For the June 30, 2023 balance of net receivables, $ 0.5 million was reported in prepaid expenses and other current assets and $ 1.9 million in other long-term assets on the consolidated balance sheet, while for December 31, 2022, $ 0.4 million was reported in prepaid expenses and other current assets and $ 2.8 million in other long-term assets. Uniti: ATI has a 50 % interest in the industrial titanium joint venture known as Uniti, with the remaining 50 % interest held by VSMPO, a Russian producer of titanium, aluminum, and specialty steel products. Uniti is accounted for under the equity method of accounting. ATI’s share of Uniti’s income was $ 0.3 million and $ 0.5 million for the three and six months ended June 30, 2023, respectively, and $ 0.5 million and $ 1.2 million for the three and six months ended June 30, 2022, respectively, which is included in the AA&S segment’s operating results, and within other income/expense, net on the consolidated statements of operations. On March 9, 2022, the Company announced the termination of Uniti, LLC. The joint venture is expected to be dissolved in the third quarter of 2023. No impairments were recorded as a result of the decision to terminate the Uniti joint venture. Note 6. Supplemental Financial Statement Information Other income, net for the three and six months ended June 30, 2023 and 2022 was as follows: (in millions) Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Rent and royalty income $ 0.7 $ 0.5 $ 1.3 $ 1.2 Gains from disposal of property, plant and equipment, net — 0.2 0.3 0.2 Net equity income (loss) on joint ventures (See Note 5) — 10.0 ( 0.3 ) 10.4 Litigation reserve — — — ( 8.6 ) Total other income, net $ 0.7 $ 10.7 $ 1.3 $ 3.2 11 Restructuring Restructuring charges for both the second quarter and six months ended June 30, 2023 were $ 2.7 million and represent severance for the involuntary reduction of approximately 40 employees across ATI’s domestic operations in conjunction with our continued transformation. Restructuring charges for the second quarter and six months ended June 30, 2022 were a net credit of $ 1.3 million and $ 2.4 million, respectively, for a reduction in severance-related reserves related to approximately 30 and 50 employees, respectively, based on changes in planned operating rates and revised workforce reduction estimates. These amounts were presented as a restructuring credit in the consolidated statements of operations and are excluded from segment EBITDA. Restructuring reserves for severance cost activity is as follows: Severance and Employee Benefit Costs Balance at December 31, 2022 $ 9.8 Additions 2.7 Payments ( 0.8 ) Balance at June 30, 2023 $ 11.7 The $ 11.7 million restructuring reserve balance at June 30, 2023 includes $ 7.2 million recorded in other current liabilities and $ 4.5 million recorded in other long-term liabilities on the consolidated balance sheet. Supplier Financing The Company participates in supplier financing programs with two financial institutions to offer its suppliers the option for access to payment in advance of an invoice due date. Under such programs, these financial institutions provide early payment to suppliers at their request for invoices that ATI has confirmed as valid at a pre-determined discount rate commensurate with the creditworthiness of ATI. As of June 30, 2023 and December 31, 2022, the Company had $ 15.7 million and $ 23.7 million, respectively, reported in accounts payable on the consolidated balance sheets under such programs. Note 7. Debt Debt at June 30, 2023 and December 31, 2022 was as follows (in millions): June 30, 2023 December 31, 2022 ATI Inc. 5.875 % Notes due 2027 350.0 350.0 ATI Inc. 5.125 % Notes due 2031 350.0 350.0 ATI Inc. 4.875 % Notes due 2029 325.0 325.0 ATI Inc. 3.5 % Convertible Senior Notes due 2025 291.4 291.4 Allegheny Ludlum 6.95 % Debentures due 2025 (a) 150.0 150.0 ABL Term Loan 200.0 200.0 U.S. revolving credit facility 50.0 — Foreign credit facilities 2.0 19.4 Finance leases and other 70.9 79.4 Debt issuance costs ( 15.5 ) ( 17.2 ) Debt 1,773.8 1,748.0 Short-term debt and current portion of long-term debt 73.9 41.7 Long-term debt $ 1,699.9 $ 1,706.3 (a) The payment obligations of these debentures issued by Allegheny Ludlum, LLC are fully and unconditionally guaranteed by ATI. Revolving Credit Facility The Company has an Asset Based Lending (ABL) Credit Facility, which is collateralized by the accounts receivable and inventory of the Company’s operations. The ABL facility also provides the Company with the option of including certain 12 machinery and equipment as additional collateral for purposes of determining availability under the facility. The ABL facility, which matures in September 2027, includes a $ 600 million revolving credit facility, a letter of credit sub-facility of up to $ 200 million, a $ 200 million term loan (Term Loan), and a swing loan facility of up to $ 60 million. The Term Loan has an interest rate of 2.0 % above adjusted Secured Overnight Financing Rate (SOFR) and can be prepaid in increments of $ 25 million if certain minimum liquidity conditions are satisfied. In addition, the Company has the right to request an increase of up to $ 300 million in the maximum amount available under the revolving credit facility for the duration of the ABL. The Company has a $ 50 million floating-for-fixed interest rate swap which converts a portion of the Term Loan to a 4.21 % fixed interest rate. The swap matures in June 2024. The applicable interest rate for revolving credit borrowings under the ABL facility includes interest rate spreads based on available borrowing capacity that range between 1.25 % and 1.75 % for SOFR-based borrowings and between 0.25 % and 0.75 % for base rate borrowings. The ABL facility contains a financial covenant whereby the Company must maintain a fixed charge coverage ratio of not less than 1.00 : 1.00 after an event of default has occurred and is continuing or if the undrawn availability under the ABL revolving credit portion of the facility is less than the greater of (i) 10 % of the then applicable maximum loan amount under the revolving credit portion of the ABL and the outstanding Term Loan balance, or (ii) $ 60.0 million. The Company was in compliance with the fixed charge coverage ratio as of June 30, 2023. Additionally, the Company must demonstrate minimum liquidity specified by the facility during the 90 -day period immediately preceding the stated maturity date of its 3.5 % Convertible Senior Notes due 2025 and the 6.95 % Debentures due 2025 issued by the Company’s wholly owned subsidiary, Allegheny Ludlum LLC. The ABL also contains customary affirmative and negative covenants for credit facilities of this type, including limitations on the Company’s ability to incur additional indebtedness or liens or to enter into investments, mergers and acquisitions, dispositions of assets and transactions with affiliates, some of which are more restrictive, at any time during the term of the ABL when the Company’s fixed charge coverage ratio is less than 1.00 : 1.00 and its undrawn availability under the revolving portion of the ABL is less than the greater of (a) $ 120 million or (b) 20 % of the sum of the maximum loan amount under the revolving credit portion of the ABL and the outstanding Term Loan balance. As of June 30, 2023, there were $ 50 million of outstanding borrowings under the revolving portion of the ABL facility, and $ 39.4 million was utilized to support the issuance of letters of credit. There were average revolving credit borrowings of $ 11 million bearing an average annual interest rate of 6.4 % under the ABL facility for the first six months of 2023. There were no revolving credit borrowings under the ABL facility during the first six months of 2022. The Company also has foreign credit facilities, primarily in China, that total $ 58 million based on June 30, 2023 foreign exchange rates, under which $ 2.0 million and $ 19.4 million was drawn as of June 30, 2023 and December 31, 2022, respectively. 2025 Convertible Notes As of June 30, 2023, the Company had $ 291.4 million aggregate principal amount of 3.5 % Convertible Notes due 2025 (2025 Convertible Notes) outstanding, which mature on June 15, 2025. As of June 30, 2023 and December 31, 2022, the fair value of the 2025 Convertible Notes was $ 844 million and $ 590 million, respectively, based on the quoted market price, which is classified in Level 1 of the fair value hierarchy. The 2025 Convertible Notes have a 3.5 % cash coupon rate that is payable semi-annually in arrears on each June 15 and December 15. Including amortization of deferred issuance costs, the effective interest rate is 4.2 % for the second quarters and six months ended June 30, 2023 and 2022. Remaining deferred issuance costs were $ 3.8 million and $ 4.8 million at June 30, 2023 and December 31, 2022, respectively. Interest expense on the 2025 Convertible Notes was as follows: Three months ended June 30, Six months ended June 30, (in millions) 2023 2022 2023 2022 Contractual coupon rate $ 2.6 $ 2.6 $ 5.1 $ 5.1 Amortization of debt issuance costs 0.4 0.5 0.9 0.9 Total interest expense $ 3.0 $ 3.1 $ 6.0 $ 6.0 The Company did not have the right to redeem the 2025 Convertible Notes prior to June 15, 2023. On or after June 15, 2023 and prior to the 41st scheduled trading day immediately preceding the maturity date, the Company may redeem all or any portion of the 2025 Convertible Notes, at its option, at a redemption price equal to 100 % of the principal amount thereof, plus any accrued and unpaid interest, if the last reported sale price of ATI’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on the trading day immediately preceding the date on which ATI provides written notice of redemption. 13 The initial conversion rate for the 2025 Convertible Notes is 64.5745 shares of ATI common stock per $1,000 principal amount of the 2025 Convertible Notes, equivalent to an initial conversion price of approximately $ 15.49 per share ( 18.8 million shares). Prior to the close of business on the business day immediately preceding March 15, 2025, the 2025 Convertible Notes will be convertible at the option of the holders of 2025 Convertible Notes only upon the satisfaction of specified conditions and during certain periods. Thereafter, until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2025 Convertible Notes will be convertible at the option of holders of 2025 Convertible Notes at any time regardless of these conditions. Conversions of the 2025 Convertible Notes may be settled in cash, shares of ATI’s common stock or a combination thereof, at ATI’s election. ATI entered into privately negotiated capped call transactions with certain of the initial purchasers of the 2025 Convertible Notes or their respective affiliates (collectively, the Counterparties). The capped call transactions are expected generally to reduce potential dilution to ATI’s common stock upon any conversion of the 2025 Convertible Notes and/or offset any cash payments ATI is required to make in excess of the principal amount of converted 2025 Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the capped call transactions initially is approximately $ 19.76 per share, and is subject to adjustments under the terms of the capped call transactions. Note 8. Derivative Financial Instruments and Hedging As part of its risk management strategy, the Company, from time-to-time, utilizes derivative financial instruments to manage its exposure to changes in raw material prices, energy costs, foreign currencies, and interest rates. In accordance with applicable accounting standards, the Company accounts for most of these contracts as hedges. The Company sometimes uses futures and swap contracts to manage exposure to changes in prices for forecasted purchases of raw materials, such as nickel, and natural gas. Under these contracts, which are generally accounted for as cash flow hedges, the price of the item being hedged is fixed at the time that the contract is entered into, and the Company is obligated to make or receive a payment equal to the net change between this fixed price and the market price at the date the contract matures. The majority of ATI’s products are sold utilizing raw material surcharges and index mechanisms. However, as of June 30, 2023, the Company had entered into financial hedging arrangements, primarily at the request of its customers related to firm orders, for an aggregate notional amount of approximately 8 million pounds of nickel with hedge dates through 2024. The aggregate notional amount hedged is approximately 10 % of a single year’s estimated nickel raw material purchase requirements. These derivative instruments are used to hedge the variability of a selling price that is based on the London Metal Exchange (LME) index for nickel, as well as to hedge the variability of the purchase cost of nickel based on this LME index. Any gain or loss associated with these hedging arrangements is included in sales or cost of sales, depending on whether the underlying risk being hedged was the variable selling price or the variable raw material cost, respectively. At June 30, 2023, the outstanding financial derivatives used to hedge the Company’s exposure to energy cost volatility included natural gas cost hedges. At June 30, 2023, the Company hedged approximately 80 % of its forecasted domestic requirements for natural gas for the remainder of 2023, approximately 50 % for 2024 and approximately 15 % for 2025. While the majority of the Company’s direct export sales are transacted in U.S. dollars, foreign currency exchange contracts are used, from time-to-time, to limit transactional exposure to changes in currency exchange rates for those transactions denominated in a non-U.S. currency. The Company sometimes purchases foreign currency forward contracts that permit it to sell specified amounts of foreign currencies expected to be received from its export sales for pre-established U.S. dollar amounts at specified dates. The forward contracts are denominated in the same foreign currencies in which export sales are denominated. These contracts are designated as hedges of the variability in cash flows of a portion of the forecasted future export sales transactions which otherwise would expose the Company to foreign currency risk, primarily euro. In addition, the Company may also hedge forecasted capital expenditures and designate cash balances held in foreign currencies as hedges of forecasted foreign currency transactions. At June 30, 2023, the Company had no significant outstanding foreign currency forward contracts. The Company may enter into derivative interest rate contracts to maintain a reasonable balance between fixed- and floating-rate debt. The Company has a $ 50 million floating-for-fixed interest rate swap which converts a portion of the Term Loan to a 4.21 % fixed rate. The swap matures in June 2024. The Company designated the interest rate swap as a cash flow hedge of the Company’s exposure to the variability of the payment of interest on a portion of its Term Loan borrowings. The ineffectiveness at hedge inception, determined from the fair value of the swap immediately prior to its July 2019 amendment, was amortized to interest expense over the initial Term Loan swap maturity date of January 12, 2021. There are no credit risk-related contingent features in the Company’s derivative contracts, and the contracts contain no provisions under which the Company has posted, or would be required to post, collateral. The counterparties to the Company’s 14 derivative contracts are substantial and creditworthy commercial banks that are recognized market makers. The Company controls its credit exposure by diversifying across multiple counterparties and by monitoring credit ratings and credit default swap spreads of its counterparties. The Company also enters into master netting agreements with counterparties when possible. The fair values of the Company’s derivative financial instruments are presented below, representing the gross amounts recognized which are not offset by counterparty or by type of item hedged. All fair values for these derivatives were measured using Level 2 information as defined by the accounting standard hierarchy, which includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs derived principally from or corroborated by observable market data. (In millions) Asset derivatives Balance sheet location June 30, 2023 December 31, 2022 Derivatives designated as hedging instruments: Interest rate swap Prepaid expenses and other current assets $ 1.5 $ 1.4 Foreign exchange contracts Prepaid expenses and other current assets 0.2 — Nickel and other raw material contracts Prepaid expenses and other current assets 1.7 12.5 Natural gas contracts Prepaid expenses and other current assets 0.2 2.4 Interest rate swap Other assets — 0.5 Nickel and other raw material contracts Other assets — 0.5 Natural gas contracts Other assets 0.3 0.7 Total derivatives designated as hedging instruments $ 3.9 $ 18.0 Liability derivatives Balance sheet location Derivatives designated as hedging instruments: Natural gas contracts Other current liabilities 3.6 2.0 Nickel and other raw material contracts Other current liabilities 2.1 2.1 Natural gas contracts Other long-term liabilities 0.9 0.5 Nickel and other raw material contracts Other long-term liabilities $ 0.5 $ — Total derivatives designated as hedging instruments $ 7.1 $ 4.6 For derivative financial instruments that are designated as cash flow hedges, the gain or loss on the derivative is reported as a component of other comprehensive income (OCI) and reclassified into earnings in the same period or periods during which the hedged item affects earnings. For derivative financial instruments that are designated as fair value hedges, changes in the fair value of these derivatives are recognized in current period results and are reported as changes within accrued liabilities and other on the consolidated statements of cash flows. There were no outstanding fair value hedges as of June 30, 2023. The Company did not use net investment hedges for the periods presented. The effects of derivative instruments in the tables below are presented net of related income taxes, excluding any impacts of changes to income tax valuation allowances affecting results of operations or other comprehensive income, when applicable (see Note 14 for further explanation). Assuming market prices remain constant with those at June 30, 2023, a pre-tax loss of $ 2.1 million is expected to be recognized over the next 12 months. Activity with regard to derivatives designated as cash flow hedges for the three and six month periods ended June 30, 2023 and 2022 was as follows (in millions): Amount of Gain (Loss) Recognized in OCI on Derivatives Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (a) Three months ended June 30, Three months ended June 30, Derivatives in Cash Flow Hedging Relationships 2023 2022 2023 2022 Nickel and other raw material contracts $ ( 1.6 ) $ 9.3 $ ( 1.4 ) $ 12.1 Natural gas contracts ( 0.7 ) 2.5 ( 1.8 ) 3.4 Foreign exchange contracts 0.1 0.3 — 0.1 Interest rate swap 0.3 0.2 0.3 ( 0.1 ) Total $ ( 1.9 ) $ 12.3 $ ( 2.9 ) $ 15.5 15 Amount of Gain (Loss) Recognized in OCI on Derivatives Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (a) Six months ended June 30, Six months ended June 30, Derivatives in Cash Flow Hedging Relationships 2023 2022 2023 2022 Nickel and other raw material contracts $ ( 6.9 ) $ 17.3 $ 3.9 $ 14.5 Natural gas contracts ( 6.8 ) 11.8 ( 3.2 ) 5.0 Foreign exchange contracts 0.2 0.4 0.1 0.1 Interest rate swap 0.2 1.5 0.5 ( 0.3 ) Total $ ( 13.3 ) $ 31.0 $ 1.3 $ 19.3 (a) The gains (losses) reclassified from accumulated OCI into income related to the derivatives, with the exception of the interest rate swap, are presented in sales and cost of sales in the same period or periods in which the hedged item affects earnings. The gains (losses) reclassified from accumulated OCI into income on the interest rate swap are presented in interest expense in the same period as the interest expense on the Term Loan is recognized in earnings. The disclosures of gains or losses presented above for nickel and other raw material contracts and foreign currency contracts do not take into account the anticipated underlying transactions. Since these derivative contracts represent hedges, the net effect of any gain or loss on results of operations may be fully or partially offset. Note 9. Fair Value of Financial Instruments The estimated fair value of financial instruments at June 30, 2023 was as follows: Fair Value Measurements at Reporting Date Using (In millions) Total Carrying Amount Total Estimated Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Cash and cash equivalents $ 267.1 $ 267.1 $ 267.1 $ — Derivative financial instruments: Assets 3.9 3.9 — 3.9 Liabilities 7.1 7.1 — 7.1 Debt (a) 1,789.3 2,267.3 1,944.4 322.9 The estimated fair value of financial instruments at December 31, 2022 was as follows: Fair Value Measurements at Reporting Date Using (In millions) Total Carrying Amount Total Estimated Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Cash and cash equivalents $ 584.0 $ 584.0 $ 584.0 $ — Derivative financial instruments: Assets 18.0 18.0 — 18.0 Liabilities 4.6 4.6 — 4.6 Debt (a) 1,765.2 1,964.5 1,665.7 298.8 (a) The total carrying amount for debt for both periods excludes debt issuance costs related to the recognized debt liability which is presented in the consolidated balance sheet as a direct reduction from the carrying amount of the debt liability. In accordance with accounting standards, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards established three levels of a fair value hierarchy that prioritize the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. 16 Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period. The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments: Cash and cash equivalents: Fair value was determined using Level 1 information. Derivative financial instruments: Fair values for derivatives were measured using exchange-traded prices for the hedged items. The fair value was determined using Level 2 information, including consideration of counterparty risk and the Company’s credit risk. Short-term and long-term debt: The fair values of the Company’s publicly traded debt were based on Level 1 information. The fair values of the other short-term and long-term debt were determined using Level 2 information. Note 10. Business Segments The Company operates in two business segments: High Performance Materials & Components (HPMC) and Advanced Alloys & Solutions (AA&S). The measure of segment EBITDA categorically excludes income taxes, depreciation and amortization, corporate expenses, net interest expense, closed operations and other income (expense), charges for goodwill and asset impairments, restructuring and other credits/charges, strike related costs, debt extinguishment charges and gains or losses on asset sales and sales of businesses. Management believes segment EBITDA, as defined, provides an appropriate measure of controllable operating results at the business segment level. Following is certain financial information with respect to the Company’s business segments for the periods indicated (in millions): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Total sales: High Performance Materials & Components $ 562.8 $ 439.8 $ 1,092.4 $ 820.6 Advanced Alloys & Solutions 613.4 623.1 1,239.2 1,158.7 1,176.2 1,062.9 2,331.6 1,979.3 Intersegment sales: High Performance Materials & Components 35.7 43.7 94.2 82.9 Advanced Alloys & Solutions 94.5 59.7 153.3 102.8 130.2 103.4 247.5 185.7 Sales to external customers: High Performance Materials & Components 527.1 396.1 998.2 737.7 Advanced Alloys & Solutions 518.9 563.4 1,085.9 1,055.9 $ 1,046.0 $ 959.5 $ 2,084.1 $ 1,793.6 17 Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 EBITDA: High Performance Materials & Components $ 108.1 $ 60.3 $ 188.2 $ 128.4 Advanced Alloys & Solutions 63.2 104.6 135.9 179.9 Total segment EBITDA 171.3 164.9 324.1 308.3 Corporate expenses ( 18.1 ) ( 16.7 ) ( 35.4 ) ( 33.7 ) Closed operations and other expense ( 3.4 ) ( 5.1 ) ( 6.2 ) ( 6.5 ) Depreciation & amortization (a) ( 35.9 ) ( 36.0 ) ( 71.0 ) ( 71.5 ) Interest expense, net ( 21.3 ) ( 23.4 ) ( 41.2 ) ( 47.0 ) Restructuring and other credits (charges) ( 9.2 ) 1.3 ( 10.4 ) ( 6.2 ) Loss on asset sales and sales of businesses, net ( 0.6 ) ( 115.9 ) ( 0.6 ) ( 134.2 ) Income (loss) before income taxes $ 82.8 $ ( 30.9 ) $ 159.3 $ 9.2 a) The following is depreciation & amortization by each business segment: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 High Performance Materials & Components $ 17.9 $ 16.9 $ 35.3 $ 34.8 Advanced Alloys & Solutions 16.2 16.7 32.3 32.9 Other 1.8 2.4 3.4 3.8 $ 35.9 $ 36.0 $ 71.0 $ 71.5 Beginning in 2020, the U.S. government enacted various relief packages in response to the COVID-19 pandemic. Results for the second quarter and six months ended June 30, 2022 include $ 5.6 million and $ 34.3 million, respectively, related to this government sponsored COVID relief in segment EBITDA. HPMC segment second quarter and six month 2022 results include $ 5.6 million and $ 27.5 million, respectively, for the Aviation Manufacturing Jobs Protection Program and employee retention credits, and AA&S segment six month 2022 results include $ 6.8 million in employee retention credits. Restructuring and other charges of $ 9.2 million for the second quarter ended June 30, 2023 include $ 2.7 million of severance-related restructuring charges as well as $ 4.5 million of start up costs and $ 2.0 million primarily for asset write-offs for the closure of our Robinson, PA operations, both of which are included within cost of sales on the consolidated statements of operations. Restructuring and other charges of $ 10.4 million for the six months ended June 30, 2023 also include $ 1.2 million of additional start-up costs related to the Company’s titanium operations in Albany, OR, which are included within cost of sales on the consolidated statements of operations. Restructuring and other charges for the second quarter and six months ended June 30, 2022 relate to $ 1.3 million and $ 2.4 million, respectively, of restructuring credits for a reduction in severance-related reserves (see Note 6). The six months ended June 30, 2022 also includes an $ 8.6 million charge for a litigation reserve, which is reported in other nonoperating income (expense) on the consolidated statement of operations. Depreciation expense in the second quarter and six months ended June 30, 2023 includes $ 0.8 million of accelerated depreciation on fixed assets for the closure of our Robinson, PA operations. Loss on asset sales and sales of businesses, net, for the second quarter and six months ended June 30, 2023 is related to a $ 0.6 million loss on the sale of the Company’s Northbrook, IL operations, for which no proceeds were received but $0.3 million of transaction costs were paid and reported as an investing activity on the consolidated statement of cash flows. Loss on asset sales and sales of businesses, net, for the six months ended June 30, 2022 relate to a $ 141.0 million loss on the sale of the Company’s Sheffield, UK operations, partially offset by a $ 6.8 million gain from the sale of assets from the Pico Rivera, CA operations. Loss on asset sales and sales of businesses, net, for the second quarter ended June 30, 2022 relates to the loss on the sale of the Company’s Sheffield, UK operations for the completion of the sale. 18 Note 11. Retirement Benefits The Company has defined contribution retirement plans or defined benefit pension plans covering substantially all employees. Company contributions to defined contribution retirement plans are generally based on a percentage of eligible pay or based on hours worked. Benefits under the defined benefit pension plans are generally based on years of service and/or final average pay. The Company funds the U.S. pension plans in accordance with the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended. The Company also sponsors several postretirement plans covering certain collectively-bargained salaried and hourly employees. The plans provide health care and life insurance benefits for eligible retirees. In most retiree health care plans, Company contributions towards premiums are capped based on the cost as of a certain date, thereby creating a defined contribution. All defined benefit pension and retiree health care plans are closed to new entrants. For the three month periods ended June 30, 2023 and 2022, the components of pension and other postretirement benefit expense for the Company’s defined benefit plans included the following (in millions): Pension Benefits Other Postretirement Benefits Three months ended June 30, Three months ended June 30, 2023 2022 2023 2022 Service cost - benefits earned during the year $ 1.6 $ 2.8 $ 0.1 $ 0.3 Interest cost on benefits earned in prior years 24.0 17.5 2.8 1.9 Expected return on plan assets ( 25.6 ) ( 31.9 ) — — Amortization of prior service cost (credit) 0.1 0.1 ( 0.3 ) ( 0.2 ) Amortization of net actuarial loss 14.4 15.9 1.5 3.3 Settlement loss — 29.5 — — Total retirement benefit expense $ 14.5 $ 33.9 $ 4.1 $ 5.3 For the six month periods ended June 30, 2023 and 2022, the components of pension and other postretirement benefit expense for the Company’s defined benefit plans included the following (in millions): Pension Benefits Other Postretirement Benefits Six months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Service cost - benefits earned during the year $ 3.2 $ 6.0 $ 0.3 $ 0.5 Interest cost on benefits earned in prior years 48.0 35.3 5.5 3.9 Expected return on plan assets ( 51.3 ) ( 65.0 ) — — Amortization of prior service cost (credit) 0.2 0.2 ( 0.5 ) ( 0.5 ) Amortization of net actuarial loss 28.8 31.9 3.0 6.6 Settlement loss — 29.5 — — Total retirement benefit expense $ 28.9 $ 37.9 $ 8.3 $ 10.5 On May 12, 2022, the Company completed the sale of its Sheffield, UK operations. As a result of this sale, ATI recognized a $ 29.5 million settlement loss in the second quarter of 2022, which is recorded in loss on asset sales and sales of businesses, net, on the consolidated statement of operations, related to the amount in accumulated other comprehensive loss for the UK defined benefit pension plan that transferred as part of the sale. Note 12. Income Taxes The provision for income taxes for the second quarter and six months ended June 30, 2023 was $ 3.7 million and $ 8.0 million, respectively. The provision for income taxes for the second quarter and six months ended June 30, 2022 was $ 3.4 million and $ 8.3 million, respectively. Tax expense in both periods is mainly attributable to the Company’s foreign operations and was based on an estimated annual effective tax rate calculation which included foreign, non-valuation allowance operations combined with the U.S. jurisdiction. The 2022 calculation excluded the results related to the Company’s Sheffield, UK operations, which was sold in the second quarter of 2022. In the second quarter 2020, the Company entered into a three-year cumulative loss within the United States, limiting the Company’s ability to utilize future projections when analyzing the need for a deferred tax asset valuation allowance, therefore limiting sources of income as part of the analysis. ATI continues to maintain valuation allowances on its U.S. federal and state deferred tax assets, as well as for certain foreign jurisdictions. 19 Note 13. Per Share Information The following table sets forth the computation of basic and diluted income (loss) per common share: (In millions, except per share amounts) Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Numerator: Numerator for basic income (loss) per common share – Net income (loss) attributable to ATI $ 76.0 $ ( 38.0 ) $ 146.1 $ ( 7.1 ) Effect of dilutive securities: 3.5 % Convertible Senior Notes due 2025 2.6 — 5.2 — Numerator for diluted net income (loss) per common share – Net income (loss) attributable to ATI after assumed conversions $ 78.6 $ ( 38.0 ) $ 151.3 $ ( 7.1 ) Denominator: Denominator for basic net income (loss) per common share – weighted average shares 128.5 124.6 128.5 125.5 Effect of dilutive securities: Share-based compensation 2.8 — 2.8 — 3.5 % Convertible Senior Notes due 2025 18.8 — 18.8 — Denominator for diluted net income (loss) per common share – adjusted weighted average shares and assumed conversions 150.1 124.6 150.1 125.5 Basic net income (loss) attributable to ATI per common share $ 0.59 $ ( 0.31 ) $ 1.14 $ ( 0.06 ) Diluted net income (loss) attributable to ATI per common share $ 0.52 $ ( 0.31 ) $ 1.01 $ ( 0.06 ) Common stock that would be issuable upon the assumed conversion of the 2025 Convertible Notes and other option equivalents and contingently issuable shares are excluded from the computation of contingently issuable shares, and therefore, from the denominator for diluted earnings per share, if the effect of inclusion is anti-dilutive. There were no anti-dilutive shares for the three and six months ended June 30, 2023. There were 26.1 million and 26.2 million anti-dilutive shares for the three and six months ended June 30, 2022. On February 2, 2022, the Company’s Board of Directors authorized the repurchase of up to $ 150 million of ATI stock. In the six months ended June 30, 2023 and 2022, ATI used $ 10.1 million and $ 89.9 million, respectively, to repurchase 0.2 million and 3.5 million shares, respectively, of its common stock under the $ 150 million program. In addition, on April 28, 2023, the Company’s Board of Directors authorized the repurchase of an additional $ 75 million of ATI stock. Repurchases under these programs were or may be made in the open market or in privately negotiated transactions, with the amount and timing of repurchases depending on market conditions and corporate needs. Open market repurchases are structured to occur within the pricing and volume requirements of SEC Rule 10b-18. The Company’s ongoing stock repurchase programs do not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time by the Board of Directors without prior notice. 20 Note 14. Accumulated Other Comprehensive Income (Loss) The changes in AOCI by component, net of tax, for the three month period ended June 30, 2023 were as follows (in millions): Post- retirement benefit plans Currency translation adjustment Derivatives Deferred Tax Asset Valuation Allowance Total Attributable to ATI: Balance, March 31, 2023 $ ( 724.0 ) $ ( 71.2 ) $ ( 2.1 ) $ 66.3 $ ( 731.0 ) OCI before reclassifications — ( 2.4 ) ( 1.9 ) — ( 4.3 ) Amounts reclassified from AOCI (a) 12.0 (b) — (c) 2.9 (d) 4.1 19.0 Net current-period OCI 12.0 ( 2.4 ) 1.0 4.1 14.7 Balance, June 30, 2023 $ ( 712.0 ) $ ( 73.6 ) $ ( 1.1 ) $ 70.4 $ ( 716.3 ) Attributable to noncontrolling interests: Balance, March 31, 2023 $ — $ 12.1 $ — $ — $ 12.1 OCI before reclassifications — ( 5.7 ) — — ( 5.7 ) Amounts reclassified from AOCI — (b) — — — — Net current-period OCI — ( 5.7 ) — — ( 5.7 ) Balance, June 30, 2023 $ — $ 6.4 $ — $ — $ 6.4 The changes in AOCI by component, net of tax, for the six month period ended June 30, 2023 were as follows (in millions): Post- retirement benefit plans Currency translation adjustment Derivatives Deferred Tax Asset Valuation Allowance Total Attributable to ATI: Balance, December 31, 2022 $ ( 736.1 ) $ ( 70.1 ) $ 13.5 $ 67.5 $ ( 725.2 ) OCI before reclassifications — ( 3.5 ) ( 13.3 ) — ( 16.8 ) Amounts reclassified from AOCI (a) 24.1 (b) — (c) ( 1.3 ) (d) 2.9 25.7 Net current-period OCI 24.1 ( 3.5 ) ( 14.6 ) 2.9 8.9 Balance, June 30, 2023 $ ( 712.0 ) $ ( 73.6 ) $ ( 1.1 ) $ 70.4 $ ( 716.3 ) Attributable to noncontrolling interests: Balance, December 31, 2022 $ — $ 7.7 $ — $ — $ 7.7 OCI before reclassifications — ( 1.3 ) — — ( 1.3 ) Amounts reclassified from AOCI — (b) — — — — Net current-period OCI — ( 1.3 ) — — ( 1.3 ) Balance, June 30, 2023 $ — $ 6.4 $ — $ — $ 6.4 (a) Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 11). (b) No amounts were reclassified to earnings. (c) Amounts related to derivatives are included in sales, cost of goods sold or interest expense in the period or periods the hedged item affects earnings (see Note 8). (d) Represents the net change in deferred tax asset valuation allowances on changes in AOCI balances between the balance sheet dates. 21 The changes in AOCI by component, net of tax, for the three month period ended June 30, 2022 were as follows (in millions): Post- retirement benefit plans Currency translation adjustment Derivatives Deferred Tax Asset Valuation Allowance Total Attributable to ATI: Balance, March 31, 2022 $ ( 933.2 ) $ ( 72.4 ) $ 20.0 $ 25.1 $ ( 960.5 ) OCI before reclassifications — ( 12.7 ) 12.3 — ( 0.4 ) Amounts reclassified from AOCI (a) 50.2 (b) 20.0 (d) ( 15.5 ) (e) ( 2.7 ) 52.0 Net current-period OCI 50.2 7.3 ( 3.2 ) ( 2.7 ) 51.6 Balance, June 30, 2022 $ ( 883.0 ) $ ( 65.1 ) $ 16.8 $ 22.4 $ ( 908.9 ) Attributable to noncontrolling interests: Balance, March 31, 2022 $ — $ 26.7 $ — $ — $ 26.7 OCI before reclassifications — ( 9.7 ) — — ( 9.7 ) Amounts reclassified from AOCI — (c) — — — — Net current-period OCI — ( 9.7 ) — — $ ( 9.7 ) Balance, June 30, 2022 $ — $ 17.0 $ — $ — $ 17.0 The changes in AOCI by component, net of tax, for the six month period ended June 30, 2022 were as follows (in millions): Post- retirement benefit plans Currency translation adjustment Derivatives Deferred Tax Asset Valuation Allowance Total Attributable to ATI: Balance, December 31, 2021 $ ( 947.7 ) $ ( 64.9 ) $ 5.1 $ 15.8 $ ( 991.7 ) OCI before reclassifications — ( 20.2 ) 31.0 — 10.8 Amounts reclassified from AOCI (a) 64.7 (b) 20.0 (d) ( 19.3 ) (e) 6.6 72.0 Net current-period OCI 64.7 ( 0.2 ) 11.7 6.6 82.8 Balance, June 30, 2022 $ ( 883.0 ) $ ( 65.1 ) $ 16.8 $ 22.4 $ ( 908.9 ) Attributable to noncontrolling interests: Balance, December 31, 2021 $ — $ 26.0 $ — $ — $ 26.0 OCI before reclassifications — ( 9.0 ) — — ( 9.0 ) Amounts reclassified from AOCI — (c) — — — — Net current-period OCI — ( 9.0 ) — — $ ( 9.0 ) Balance, June 30, 2022 $ — $ 17.0 $ — $ — $ 17.0 (a) Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 11) and/or loss on asset sales and sales of businesses, net, as part of the loss on sale of the Sheffield, UK operations. (b) Amounts were included in loss on asset sales and sales of businesses, net, as part of the loss on sale of the Sheffield, UK operations. (c) No amounts were reclassified to earnings. (d) Amounts related to derivatives are included in sales, cost of goods sold or interest expense in the period or periods the hedged item affects earnings (see Note 8). (e) Represents the net change in deferred tax asset valuation allowances on changes in AOCI balances between the balance sheet dates. Other comprehensive income (loss) amounts (OCI) reported above by category are net of applicable income tax expense (benefit) for each year presented. Income tax expense (benefit) on OCI items is recorded as a change in a deferred tax asset or liability. Amounts recognized in OCI include the impact of any deferred tax asset valuation allowances, when applicable. Foreign currency translation adjustments, including those pertaining to noncontrolling interests, are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries. 22 Reclassifications out of AOCI for the three and six month periods ended June 30, 2023 and 2022 were as follows: Details about AOCI Components (In millions) Three months ended June 30, 2023 Three months ended June 30, 2022 Six months ended June 30, 2023 Six months ended June 30, 2022 Affected line item in the statements of operations Postretirement benefit plans Prior service credit $ 0.2 0.1 $ 0.3 $ 0.3 (a) Actuarial losses ( 15.9 ) ( 19.2 ) ( 31.8 ) ( 38.5 ) (a) Settlement loss — ( 29.5 ) — ( 29.5 ) (b) ( 15.7 ) ( 48.6 ) ( 31.5 ) ( 67.7 ) (d) Total before tax ( 3.7 ) 1.6 ( 7.4 ) ( 3.0 ) Tax expense (benefit) (e) $ ( 12.0 ) $ ( 50.2 ) $ ( 24.1 ) $ ( 64.7 ) Net of tax Currency translation adjustment $ — $ ( 20.0 ) $ — $ ( 20.0 ) (b,d) Derivatives Nickel and other raw material contracts $ ( 1.8 ) $ 15.9 $ 5.1 $ 19.1 (c) Natural gas contracts ( 2.4 ) 4.5 ( 4.2 ) 6.6 (c) Foreign exchange contracts — 0.1 0.1 0.1 (c) Interest rate swap 0.4 ( 0.1 ) 0.7 ( 0.4 ) (c) ( 3.8 ) 20.4 1.7 25.4 (d) Total before tax ( 0.9 ) 4.9 0.4 6.1 Tax expense (benefit) (e) $ ( 2.9 ) $ 15.5 $ 1.3 $ 19.3 Net of tax (a) Amounts are reported in nonoperating retirement benefit expense (see Note 11). (b) Amounts in 2022 were included in loss on asset sales and sales of businesses, net, as part of the loss on sale of the Sheffield UK operations. (c) Amounts related to derivatives, with the exception of the interest rate swap, are included in sales or cost of goods sold in the period or periods the hedged item affects earnings. Amounts related to the interest rate swap are included in interest expense in the same period as the interest expense on the Term Loan is recognized in earnings (see Note 8). (d) For pre-tax items, positive amounts are income and negative amounts are expense in terms of the impact to net income. Tax effects are presented in conformity with ATI’s presentation in the consolidated statements of operations. (e) These amounts exclude the impact of any deferred tax asset valuation allowances, when applicable. Note 15. Commitments and Contingencies The Company is subject to various domestic and international environmental laws and regulations that govern the discharge of pollutants and disposal of wastes, and which may require that it investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations. The Company could incur substantial cleanup costs, fines, and civil or criminal sanctions, third party property damage or personal injury claims as a result of violations or liabilities under these laws or noncompliance with environmental permits required at its facilities. The Company is currently involved in the investigation and remediation of a number of its current and former sites, as well as third party sites. Environmental liabilities are recorded when the Company’s liability is probable and the costs are reasonably estimable. In many cases, however, the Company is not able to determine whether it is liable or, if liability is probable, to reasonably estimate the loss or range of loss. Estimates of the Company’s liability remain subject to additional uncertainties, including the nature and extent of site contamination, available remediation alternatives, the extent of corrective actions that may be required, and the number, participation, and financial condition of other potentially responsible parties (PRPs). The Company adjusts its accruals to reflect new information as appropriate. Future adjustments could have a material adverse effect on the Company’s 23 consolidated results of operations in a given period, but the Company cannot reliably predict the amounts of such future adjustments. At June 30, 2023, the Company’s reserves for environmental remediation obligations totaled approximately $ 14 million, of which $ 6 million was included in other current liabilities. The reserve includes estimated probable future costs of $ 3 million for federal Superfund and comparable state-managed sites; $ 8 million for formerly owned or operated sites for which the Company has remediation or indemnification obligations; and $ 3 million for owned or controlled sites at which Company operations have been or plan to be discontinued. The timing of expenditures depends on a number of factors that vary by site. The Company expects that it will expend present accruals over many years and that remediation of all sites with which it has been identified will be completed within thirty years. The Company continues to evaluate whether it may be able to recover a portion of past and future costs for environmental liabilities from third parties and to pursue such recoveries where appropriate. Based on currently available information, it is reasonably possible that costs for recorded matters may exceed the Company’s recorded reserves by as much as $ 16 million. Future investigation or remediation activities may result in the discovery of additional hazardous materials or potentially higher levels of contamination than discovered during prior investigation, and may impact costs associated with the success or lack thereof in remedial solutions. Therefore, future developments, administrative actions or liabilities relating to environmental matters could have a material adverse effect on the Company’s consolidated financial condition or results of operations and cash flows. A number of other lawsuits, claims and proceedings have been or may be asserted against the Company relating to the conduct of its currently and formerly owned businesses, including those pertaining to product liability, environmental, health and safety matters and occupational disease (including as each relates to alleged asbestos exposure), as well as patent infringement, commercial, government contracting, construction, employment, employee and retiree benefits, taxes, environmental, and stockholder and corporate governance matters. While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial condition or liquidity, although the resolution in any reporting period of one or more of these matters could have a material adverse effect on the Company’s consolidated results of operations for that period.