What changed in this filing

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Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-24 · 31 added, 18 removed, 169 unchanged (22% of the section changed)

22 unchanged sentences

There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes to our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Certifications

The certifications of the Company’s Chief Executive Officer and Chief Financial Officer required by the Sarbanes-Oxley Act are included as Exhibits 31 and 32 to this Annual Report on Form 10-K.

In addition, in 2022, the Company’s Chief Executive Officer provided to the New York Stock Exchange the annual CEO certification pursuant to Section 303A regarding the Company’s compliance with the New York Stock Exchange’s corporate governance listing standards.

In addition, in fiscal year 2023, the Company’s Chief Executive Officer provided to the New York Stock Exchange the annual CEO certification pursuant to Section 303A regarding the Company’s compliance with the New York Stock Exchange’s corporate governance listing standards.

Report of Independent Registered Public Accounting Firm

5 unchanged sentences

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), cash flows and statements of changes in consolidated equity for each of the three years in the period ended December 31, 2022, and the related notes and our report dated February 24, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and January 1, 2023, the related consolidated statements of operations, comprehensive income (loss), cash flows and statements of changes in consolidated equity for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 23, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

18 unchanged sentences

Other Information

Not applicable.

Rule 10b5-1 Plan Elections

During the quarterly period ended December 31, 2023, Timothy J.

Harris entered into a pre-arranged stock trading plan on November 14, 2023 , which provides for the potential sale of up to 12,650 shares of the Company’s Common Stock between February 12, 2024 and November 8, 2024.

This trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense criteria articulated by Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, as well as the Company’s policies and procedures pertaining to transactions in Company securities.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

41 unchanged sentences

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm

Consolidated Statements of Operations — Years Ended December 31, 202 2 , 202 1 , and 2 020

Consolidated Statements of Comprehensive Income (Loss) — Years Ended December 31, 202 2 , 202 1 and 20 20

Consolidated Balance Sheets at December 31, 202 2 and 20 21

Consolidated Statements of Cash Flows — Years Ended December 31, 202 2 , 202 1 , and 20 20

Statements of Changes in Consolidated Equity — Years Ended December 31, 202 2 , 202 1 , and 20 20

Consolidated Statements of Operations — Fiscal Y ears Ended December 31, 202 3 , January 1, 202 3 , and January 2, 20 2 2

Consolidated Statements of Comprehensive Income (Loss) — Fi scal Y e ars Ended December 31, 202 3 , January 1, 202 3 and January 2, 20 2 2

Consolidated Balance Sheets at December 31, 202 3 and January 1, 202 3

Consolidated Statements of Cash Flows — Fiscal Y ears Ended December 31, 202 3 , January 1, 202 3 , and January 2, 202 2

Statements of Changes in Consolidated Equity — Fis cal Years Ended December 31, 202 3 , January 1, 202 3 , and January 2, 202 2

Notes to Consolidated Financial Statements

20 unchanged sentences

4.8 Form of 3.50% Convertible Senior Note due 2025 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated June 22, 2020 (File No.

4.9 Indenture, dated as of September 9, 2021, by and between Allegheny Technologies Incorporated and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated September 14, 2021 (File No.

4.9 Indenture, dated as of September 14 , 2021, by and between Allegheny Technologies Incorporated and Computershare Trust Company, N.

A., as successor Trustee to Wells Fargo Bank, National Association , as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated September 14, 2021 (File No.

4.10 First Supplemental Indenture, dated as of September 9, 2021, by and between Allegheny Technologies Incorporated and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated September 14, 2021 (File No.

2 unchanged sentences

4.12 Form of 5.125% Senior Note due 2031 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated September 14, 2021 (File No.

4.13 Second Supplemental Indenture, dated August 11, 2023, between ATI Inc.

and Computershare Trust Company, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated August 11, 2023) (File No.

4.14 Form of 7.25% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated August 11, 2023) (File No.

4.15 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.13 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.

11 unchanged sentences

2022 Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on March 25, 2022 (File No 1-12001)).

10.12 Form of 2023 Time-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10,12 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No.

10.13 Form of 2023 Performance-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10,13 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No.

10.14 Form of 2024 Time-Vested Restricted Stock Unit Agreement (filed herewith)*

10.15 Form of 2024 Performance-Vested Restricted Stock Unit Agreement (filed herewith)*

10.14 Consulting Agreement, dated February 28, 2021, between Allegheny Technologies Incorporated and John D.

Sims (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 2, 2021 (File No.

10.15 Retirement, Transition and Release Agreement, dated as of October 12, 2022, by and between the Company and Kevin B.

Kramer (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated October 14, 2022 (File No.

10.16 Executive Severance Benefit Plan (filed herewith)*

10.17 Retirement, Transition and Release Agreement, dated as of January 8, 2024, by and between the Company and Elliot S.

Davis (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated January 10, 2024 (File No.

10.18 First Amended and Restated Revolving Credit, Term Loan, Delayed Draw Term Loan and Security Agreement, dated as of September 30, 2019, by and among the borrowers party thereto, the Company and other guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as Lender and Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (File No.

10.19 Amendment No.

2, dated as of September 9, 2022, to First Amended and Restated Revolving Credit, Term Loan, Delayed Draw Term Loan and Security Agreement, dated as of September 30, 2019, by and among the borrowers party thereto, the Company and other guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as Lender and Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (File No.

10.20 Form of Capped Call Confirmation (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated June 22, 2020 (File No.

18.1 Preferability Letter (filed herewith).

21.1 Subsidiaries of the Registrant (filed herewith).

4 unchanged sentences

Section 1350 (filed herewith).

97.1 ATI Inc.

Executive Compensation Recovery Policy (filed herewith)

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

12 unchanged sentences

February 23, 2024 By /s/ Robert S.

Board Chair, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and as of the 24th day of February, 2023.

Board Chair and Chief Executive Officer

/s/ Robert S.

Wetherbee /s/ Donald P.

Board Chair, President and Chief Executive Officer

Board Chair and Chief Executive Officer

(Principal Executive Officer)

6 unchanged sentences

Diggs /s/ David J.

/s/ Kimberly A.

Fields /s/ Ruby Sharma

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures